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

             X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
                              ended January 3, 1999
                          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                              (I.R.S. Employer
incorporation or organization)                           Identification Number)


               1900 REXFORD ROAD, CHARLOTTE, NORTH CAROLINA 28211
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (704) 551-4400
                                 --------------
              (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $l.00 par value
                          -----------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements,
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

State the aggregate market value of voting stock held by non-affiliates of the
 Registrant.
                                             MARKET VALUE AS OF MARCH 11, 1999
        Common Stock, $l par value                        $222,731,080
        Class B Common Stock, $l 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.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

                      CLASS                    OUTSTANDING AS OF MARCH 11, 1999
                      -----                    --------------------------------
     Common Stock, $1 Par Value                            6,023,739
     Class B Common Stock, $1 Par Value                    2,341,108

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

Portions of Proxy Statement to be filed pursuant to Section 14 of the
Exchange Act with respect to the 1999 Annual Meeting of
Shareholders........................................Part III, Items 10-13

<PAGE>


                                     PART I


ITEM 1 - BUSINESS

Introduction and Recent Developments
------------------------------------

Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the "Company"), is
engaged in the production, marketing and distribution of carbonated and
noncarbonated beverages, primarily products of The Coca-Cola Company, Atlanta,
Georgia ("The Coca-Cola Company"). The Company has been in the soft drink
manufacturing business since 1902.

The Company has grown significantly since 1984. In 1984, net sales were
approximately $130 million. In 1998, net sales were approximately $929 million.
The Company's bottling territory was concentrated in North Carolina prior to
1984. A series of acquisitions since 1984 have significantly expanded the
Company's bottling territory. The most significant transactions were as follows:

o   February 8, 1985 - Acquisition of various subsidiaries of Wometco Coca-Cola
    Bottling Company which included territories in parts of Alabama, Tennessee
    and Virginia. Other noncontiguous territories acquired in this acquisition
    were subsequently sold.

o   January 27, 1989 - Acquisition of all of the outstanding stock of The
    Coca-Cola Bottling Company of West Virginia, Inc. which included territory
    covering most of the state of West Virginia.

o   December 20, 1991 - Acquisition of all of the outstanding capital stock of
    Sunbelt Coca-Cola Bottling Company, Inc. ("Sunbelt") which included
    territory covering parts of North Carolina and South Carolina.

o   July 2, 1993 - Formation of Piedmont Coca-Cola Bottling Partnership
    ("Piedmont"). Piedmont is a joint venture owned equally by the Company and
    The Coca-Cola Company through their respective subsidiaries. Piedmont
    distributes and markets soft drink products, primarily in parts of North
    Carolina and South Carolina. The Company sold and contributed certain
    territories to Piedmont upon formation. The Company currently provides part
    of the finished product requirements for Piedmont and receives a fee for
    managing the operations of Piedmont pursuant to a management agreement.

o   June 1, 1994 - The Company executed a management agreement with South
    Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
    Bishopville, South Carolina. The Company is a member of the cooperative and
    receives a fee for managing the day-to-day operations of SAC pursuant to a
    10-year management agreement. SAC significantly expanded its operations by
    adding two PET bottling lines. These bottling lines supply a portion of the
    Company's and Piedmont's volume requirements for finished product in PET
    containers.

<PAGE>


ITEM 1 - BUSINESS (CONT.)

o   January 21, 1998 - The Company purchased the bottling rights and operating
    assets of a Coca-Cola bottler located in Florence, Alabama. This territory
    is contiguous to the Company's Tennessee bottling territory.

These transactions, along with several smaller acquisitions of additional
bottling territory, have resulted in the Company becoming the second largest
Coca-Cola bottler in the United States.

The Company repurchased 929,440 shares of its Common Stock for $43.6 million in
a series of transactions between December 1996 and February 1997.

The Coca-Cola Company currently owns an economic interest of approximately 30%
and a voting interest of approximately 23% in the Company. The Coca-Cola
Company's economic interest was achieved through a series of transactions as
follows:

o   June 1987 - The Company sold 1,355,033 shares of newly issued Common Stock
    and 269,158 shares of Class B Common Stock to The Coca-Cola Company.

o   January 1989 - The Company issued 1.1 million shares of Common Stock to The
    Coca-Cola Company in exchange for all of the outstanding stock of The
    Coca-Cola Bottling Company of West Virginia, Inc.

o   June 1993 - The Company sold 33,464 shares of Common Stock to The Coca-Cola
    Company pursuant to an agreement to maintain The Coca-Cola Company's voting
    and equity interest within a prescribed range.

o   February 1997 - The Company purchased 275,490 shares of its Common Stock for
    $13.1 million from The Coca-Cola Company pursuant to an agreement to
    maintain The Coca-Cola Company's voting and equity interest within a
    prescribed range.

In addition, effective November 23, 1998, The Coca-Cola Company exchanged
228,512 shares of the Company's Common Stock which it held for 228,512 shares
of the Company's Class B Common Stock, pursuant to an agreement to maintain The
Coca-Cola Company's voting and equity interest within a prescribed range.

The Company considers acquisition opportunities for additional territories on an
ongoing basis. To achieve its goals, further purchases and sales of bottling
rights and entities possessing such rights and other related transactions
designed to facilitate such purchases and sales may occur.

<PAGE>

ITEM 1 - BUSINESS (CONT.)


General

In its soft drink operations, the Company holds Bottle Contracts and Allied
Bottle Contracts under which it produces and markets, in certain regions,
carbonated soft drink products of The Coca-Cola Company, including Coca-Cola
classic, caffeine free Coca-Cola classic, diet Coke, caffeine free diet Coke,
Cherry Coke, TAB, Sprite, diet Sprite, Surge, Citra, Mello Yello, diet Mello
Yello, Mr. PiBB, Barq's Root Beer, diet Barq's Root Beer, Fresca, Minute Maid
orange and diet Minute Maid orange sodas. The Company also distributes and
markets under Marketing and Distribution Agreements, POWERaDE, Cool from Nestea,
Fruitopia and Minute Maid Juices To Go in certain of its markets. Beginning in
April 1999, the Company plans to begin distributing Dasani bottled water,
another product from The Coca-Cola Company. The Company produces and markets Dr
Pepper in most of its regions. Various other products, including Seagrams'
products and Sundrop, are produced and marketed in one or more of the Company's
regions under agreements with the companies that manufacture the concentrate for
those beverages. In addition, the Company also produces soft drinks for other
Coca-Cola bottlers.

The Company's principal soft drink is Coca-Cola classic. During the last three
fiscal years, sales of products under the trademark Coca-Cola have accounted for
more than half of the Company's soft drink sales. In total, the products of The
Coca-Cola Company accounted for approximately 89% of the Company's soft drink
sales during fiscal year 1998.

Beverage Agreements
-------------------

The Company holds contracts with The Coca-Cola Company which entitle the Company
to produce and market The Coca-Cola Company's soft drinks in bottles, cans and
five gallon, pressurized, pre-mix containers. The Company is one of many
companies holding such contracts. The Coca-Cola Company is the sole owner of the
secret formulas pursuant to which the primary components (either concentrates or
syrups) of Coca-Cola trademark beverages are manufactured. The concentrates,
when mixed with water and sweetener, produce syrup which, when mixed with
carbonated water, produce the soft drink known as "Coca-Cola classic" and other
soft drinks of The Coca-Cola Company which are manufactured and marketed by the
Company. The Company also purchases natural sweeteners from The Coca-Cola
Company. No royalty or other compensation is paid under the contracts with The
Coca-Cola Company for the Company's right to use in its territories the
tradenames and trademarks, such as "Coca-Cola classic" and their associated
patents, copyrights, designs and labels, all of which are owned by The Coca-Cola
Company. The Company has similar arrangements with Dr Pepper Company and other
beverage companies.

        BOTTLE CONTRACTS. The Company is party to standard bottle contracts with
The Coca-Cola Company for each of its bottling territories (the "Bottle
Contracts") which provide that the Company will purchase its entire requirement
of concentrates and syrups for Coca-Cola, Coca-Cola classic, caffeine free
Coca-Cola classic, Cherry Coke, diet Coke, caffeine free diet Coke and diet
Cherry Coke (together, the "Coca-Cola Trademark Beverages") from The Coca-Cola
Company. The Company has the exclusive right to distribute Coca-Cola Trademark
Beverages for sale in its territories in authorized containers of the nature

<PAGE>

ITEM 1 - BUSINESS (CONT.)


currently used by the Company, which include cans and refillable and
non-refillable bottles. The Coca-Cola Company may determine from time to time
what containers of this type to authorize for use by the Company.

The price The Coca-Cola Company may charge for syrup or concentrate under the
Bottle Contracts is set by The Coca-Cola Company from time to time. Except as
provided in the Supplementary Agreement described below, there are no
limitations on prices for concentrate or syrup. Consequently, the prices at
which the Company purchases concentrates and syrup under the Bottle Contracts
may vary materially from the prices it has paid during the periods covered by
the financial information included in this report.

Under the Bottle Contracts, the Company is obligated to maintain such plant,
equipment, staff and distribution facilities as are required for the
manufacture, packaging and distribution of 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.

The Bottle Contracts require the Company to submit to The Coca-Cola Company each
year its plans for marketing, management and advertising with respect to the
Coca-Cola Trademark Beverages for the ensuing year. Such plans must demonstrate
that the Company has the financial capacity to perform its duties and
obligations to The Coca-Cola Company under the Bottle Contracts. The Company
must obtain The Coca-Cola Company's approval of those plans, which approval may
not be unreasonably withheld, and if the Company carries out its plans in all
material respects, it will have satisfied its contractual obligations. Failure
to carry out such plans in all material respects would constitute an event of
default that, if not cured within 120 days of notice of such failure, would give
The Coca-Cola Company the right to terminate the Bottle Contracts. If the
Company at any time fails to carry out a plan in all material respects with
respect to any geographic segment (as defined by The Coca-Cola Company) of its
territory, and if that failure is not cured within six months of notice of such
failure, The Coca-Cola Company may reduce the territory covered by the
applicable Bottle Contract by eliminating the portion of the territory with
respect to which the failure has occurred.

The Coca-Cola Company has no obligation under the Bottle Contracts to
participate with the Company in expenditures for advertising and marketing. As
it has in the past, The Coca-Cola Company may contribute to such expenditures
and undertake independent advertising and marketing activities, as well as
cooperative advertising and sales promotion programs which require mutual
cooperation and financial support of the Company. The future levels of marketing
support and promotional funds provided by The Coca-Cola Company may vary
materially from the levels provided during the periods covered by the financial
information included in this report.
<PAGE>

ITEM 1 - BUSINESS (CONT.)


The Coca-Cola Company has the right to reformulate any of the Coca-Cola
Trademark Beverages and to discontinue any of the Coca-Cola Trademark Beverages,
subject to certain limitations, so long as all Coca-Cola Trademark Beverages are
not discontinued. The Coca-Cola Company may also introduce new beverages under
the trademarks "Coca-Cola" or "Coke" or any modification thereof, and in that
event the Company would be obligated to manufacture, package, distribute and
sell the new beverages with the same duties as exist under the Bottle Contracts
with respect to Coca-Cola Trademark Beverages.

If the Company acquires the right to manufacture and sell Coca-Cola Trademark
Beverages in any additional territory, the Company has agreed that such new
territory will be covered by a standard contract in the same form as the Bottle
Contracts and that any existing agreement with respect to the acquired territory
automatically shall be amended to conform to the terms of the Bottle Contracts.
In addition, if the Company acquires control, directly or indirectly, of any
bottler of Coca-Cola Trademark Beverages, or any party controlling a bottler of
Coca-Cola Trademark Beverages, the Company must cause the acquired bottler to
amend its franchises for the Coca-Cola Trademark Beverages to conform to the
terms of the Bottle Contracts.

The Bottle Contracts are perpetual, subject to termination by The Coca-Cola
Company in the event of default by the Company. Events of default by the Company
include (1) the Company's insolvency, bankruptcy, dissolution, receivership or
similar conditions; (2) the Company's disposition of any interest in the
securities of any bottling subsidiary without the consent of The Coca-Cola
Company; (3) 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; (4) any material breach of any
obligation occurring under the Bottle Contracts (including, without limitation,
failure to make timely payment for any syrup or concentrate 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; or (5)
producing, manufacturing, selling or dealing in any "Cola Product," as defined,
or any concentrate or syrup which might be confused with those of The Coca-Cola
Company; or (6) selling any product under any trade dress, trademark or
tradename or in any container in which The Coca-Cola Company has a proprietary
interest; or (7) owning any equity interest in or controlling any entity which
performs any of the activities described in (5) or (6) above. In addition, upon
termination of the Bottle Contracts for any reason, The Coca-Cola Company, at
its discretion, may also terminate any other agreements with the Company
regarding the manufacture, packaging, distribution, sale or promotion of soft
drinks, including the Allied Bottle Contracts described elsewhere herein.

The Company is prohibited from assigning, transferring or pledging its Bottle
Contracts, or any interest therein, whether voluntarily or by operation of law,
without the prior consent of The Coca-Cola Company. Moreover, the Company may
not enter into any contract or other arrangement to manage or participate in the
management of any other Coca-Cola bottler without the prior consent of The
Coca-Cola Company.

<PAGE>

ITEM 1 - BUSINESS (CONT.)


The Coca-Cola Company may automatically amend the Bottle Contracts if 80% of the
domestic bottlers who are parties to agreements with The Coca-Cola Company
containing substantially the same terms as the Bottle Contracts, which bottlers
purchased for their own account 80% of the syrup and equivalent gallons of
concentrate for Coca-Cola Trademark Beverages purchased for the account of all
such bottlers, agree that their bottle contracts shall be likewise amended.

        SUPPLEMENTARY AGREEMENT. The Company and The Coca-Cola Company are also
parties to a Supplementary Agreement (the "Supplementary Agreement") that
modifies some of the provisions of the Bottle Contracts. The Supplementary
Agreement provides that The Coca-Cola Company will exercise good faith and fair
dealing in its relationship with the Company under the Bottle Contracts; offer
marketing support and exercise its rights under the Bottle Contracts in a manner
consistent with its dealings with comparable bottlers; offer to the Company any
written amendment to the 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.

The Supplementary Agreement permits transfers of the Company's capital stock
that would otherwise be limited by the Bottle Contracts.

        ALLIED BOTTLE CONTRACTS. Other contracts with The Coca-Cola Company (the
"Allied Bottle Contracts") grant similar exclusive rights to the Company with
respect to the distribution of Sprite, Mr. PiBB, Surge, Citra, Mello Yello, diet
Mello Yello, Fanta, TAB, diet Sprite, sugar free Mr. PiBB, Fresca, POWERaDE,
Minute Maid orange and diet Minute Maid orange sodas (the "Allied Beverages")
for sale in authorized containers in its territories. These contracts contain
provisions that are similar to those of the Bottle Contracts with respect to
pricing, authorized containers, planning, quality control, trademark and
transfer restrictions and related matters. Each Allied Bottle Contract has a
term of 10 years and is renewable by the Company for an additional 10 years at
the end of each 10 year period, but is subject to termination in the event of
(1) the Company's insolvency, bankruptcy, dissolution, receivership or similar
condition; (2) termination of the Company's Bottle Contract covering the same
territory by either party for any reason; and (3) any material breach of any
obligation of the Company under the Allied Bottle Contract that remains uncured
for 120 days after notice by The Coca-Cola Company.

The Coca-Cola Company purchased all rights of Barq's, Inc. under its Bottler's
Agreements with the Company. These contracts cover both Barq's Root Beer and
diet Barq's Root Beer and remain in effect unless terminated by The Coca-Cola
Company for breach by the Company of their terms, insolvency of the Company or
the failure of the Company to manufacture, bottle and sell the products for 15
consecutive days or to purchase extract for a period of 120 consecutive days.

        POST-MIX RIGHTS. The Company also has the non-exclusive right to sell
Coca-Cola classic and other fountain syrups ("post-mix syrup") of The Coca-Cola
Company.
<PAGE>

ITEM 1 - BUSINESS (CONT.)


        OTHER BOTTLING AGREEMENTS. The bottling agreements from most other soft
drink franchisers are similar to those described above in that they are
renewable at the option of the Company and the franchisers. The price the
franchisers may charge for syrup or concentrate is set by the franchisers from
time to time. They also contain similar restrictions on the use of trademarks,
approved bottles, cans and labels and sale of imitations or substitutes as well
as termination for cause provisions. Sales of beverages by the Company under
these agreements represented approximately 11% of the Company's sales for fiscal
year 1998.

The territories covered by the Allied Bottle Contracts and by bottling
agreements for products of franchisers other than The Coca-Cola Company in most
cases correspond with the territories covered by the Bottle Contracts. The
variations do not have a material effect on the business of the Company taken as
a whole.

Markets and Production and Distribution Facilities
--------------------------------------------------

         As of March 11, 1999, the Company held bottling rights from The
 Coca-Cola Company covering the majority of central, northern and western North
 Carolina, and portions of Alabama, Mississippi, Tennessee, Kentucky, Virginia,
 West Virginia, Ohio, Pennsylvania, Georgia and Florida. The total population
 within the Company's bottling territory is approximately 12.4 million.

        As of March 11, 1999, the Company operated in six principal geographical
regions. Certain information regarding each of these markets follows:

        1. North Carolina. This region includes the majority of central and
        -----------------
western North Carolina, including Raleigh, Greensboro, Winston-Salem, High
Point, Hickory, Asheville, Fayetteville and Charlotte and the surrounding areas.
The region has an estimated population of 5.4 million. Production/distribution
facilities are located in Charlotte and 15 other distribution facilities are
located in the region.

        2. South Alabama. This region includes a portion of southwestern
        ----------------
Alabama, including the area surrounding Mobile, and a portion of southeastern
Mississippi. The region has an estimated population of 900,000. A
production/distribution facility is located in Mobile, and five other
distribution facilities are located in the region.

        3. South Georgia. This region includes a small portion of eastern
        ----------------
Alabama, a portion of southwestern Georgia surrounding Columbus, Georgia, in
which a distribution facility is located, and a portion of the Florida
Panhandle. Four other distribution facilities are located in the region. This
region has an estimated population of 1.0 million.

        4. Middle Tennessee. This region includes a portion of central
        -------------------
Tennessee, including areas surrounding Nashville, a small portion of southern
Kentucky and a small portion of northwest Alabama. The region has an estimated
population of 1.8 million. A production/distribution facility is located in
Nashville and eight other distribution facilities are located in the region.
<PAGE>


ITEM 1 - BUSINESS (CONT.)


        5. Western Virginia. This region includes most of southwestern Virginia,
        -------------------
including areas surrounding Roanoke, a portion of the southern piedmont of
Virginia, a portion of northeastern Tennessee and a portion of southeastern West
Virginia. The region has an estimated population of 1.4 million. A
production/distribution facility is located in Roanoke and eight other
distribution facilities are located in the region.

        6. West Virginia. This region includes most of the state of West
        ----------------
Virginia, a portion of eastern Kentucky, a portion of eastern Ohio and a portion
of southwestern Pennsylvania. The region has an estimated population of 1.9
million. There are 11 distribution facilities located in the region.

The Company owns 100% of the operations in each of the regions previously
listed.

The Company sold the majority of its South Carolina bottling territory to
Piedmont in July 1993. Pursuant to a management agreement, the Company produces
a portion of the soft drink products for Piedmont. The Company currently owns a
50% interest in Piedmont. Piedmont's bottling territory covers parts of eastern
North Carolina and most of South Carolina. This region has an estimated
population of 4.2 million.

On June 1, 1994, the Company executed a management agreement with South Atlantic
Canners, Inc. ("SAC"), a manufacturing cooperative located in Bishopville, South
Carolina. The Company is a member of the cooperative and receives a fee for
managing the day-to-day operations of SAC pursuant to a 10-year management
agreement. Management fees from SAC were $1.2 million, $1.2 million and $1.4
million in 1998, 1997 and 1996, respectively. SAC has significantly expanded its
operations by adding two PET bottling lines. The bottling lines supply a portion
of the Company's and Piedmont's volume requirements for finished products in PET
containers. The Company executed member purchase agreements with SAC that
require minimum annual purchases of canned product, 20 ounce PET product, 2
liter PET product and 3 liter PET product by the Company of approximately $40
million.

In addition to producing bottled and canned soft drinks for the Company's
bottling territories, each production facility also produces some products for
sale by other Coca-Cola bottlers. With the exception of the Company's production
of soft drink products for Piedmont, this contract production is currently not
material in the Company's production centers.

Raw Materials
-------------

In addition to concentrates obtained by the Company from The Coca-Cola Company
and other concentrate companies for use in its soft drink manufacturing, the
Company also purchases sweeteners, carbon dioxide, glass and plastic bottles,
cans, closures, pre-mix containers and other packaging materials as well as
equipment for the production, distribution and marketing of soft drinks. Except
for sweetener, cans and plastic bottles, the Company purchases its raw materials
from multiple suppliers.
<PAGE>



ITEM 1 - BUSINESS (CONT.)


The Company has supply agreements with its aluminum can suppliers which require
the Company to purchase the majority of its aluminum can requirements. These
agreements, which extend through the end of 2000 and 2001, also reduce the
variability of the cost of cans.

The Company purchases substantially all of its plastic bottles (20 ounce, 1
liter, 2 liter and 3 liter sizes) from manufacturing plants which are owned and
operated by two cooperatives of Coca-Cola bottlers, including the Company. The
Company joined the southwest cooperative in February 1985 following its
acquisition of the bottling subsidiaries of Wometco Coca-Cola Bottling Company.
The Company joined the southeast cooperative in 1984.

None of the materials or supplies used by the Company is in short supply,
although the supply of specific materials could be adversely affected by
strikes, weather conditions, governmental controls or national emergency
conditions.

Marketing
---------

The Company's soft drink products are sold and distributed directly by its
employees to retail stores and other outlets, including food markets,
institutional accounts and vending machine outlets. During 1998, approximately
76% of the Company's physical case volume was in the take-home channel through
supermarkets, convenience stores, drug stores and other retail outlets. The
remaining volume was in the cold drink channel, primarily through dispensing
machines, owned either by the Company, retail outlets or third party vending
companies.

New product introductions, packaging changes and sales promotions have been the
major competitive techniques in the soft drink industry in recent years and have
required and are expected to continue to require substantial expenditures.
Product introductions in recent years include: caffeine free Coca-Cola classic;
caffeine free diet Coke; Cherry Coke; Surge; diet Mello Yello; Minute Maid
orange; diet Minute Maid orange; Cool from Nestea; Fruitopia; POWERaDE; Minute
Maid Juices To Go and Surge. New product introductions have entailed increased
operating costs for the Company resulting from special marketing efforts,
obsolescence of replaced items and, occasionally, higher raw materials costs.

After several new package introductions in recent years, the Company now sells
its soft drink products primarily in non-refillable bottles, both glass and
plastic, and in cans, in varying proportions from market to market. There may be
as many as eleven different packages for Coca-Cola classic within a single
geographical area. Physical unit sales of soft drinks during fiscal year 1998
were approximately 51% cans, 47% non-refillable bottles and 2% pre-mix.

Advertising in various media, primarily television and radio, is relied upon
extensively in the marketing of the Company's soft drinks. The Coca-Cola Company
and Dr Pepper Company each have joined the Company in making substantial
expenditures in cooperative advertising in the Company's marketing areas.

<PAGE>

ITEM 1 - BUSINESS (CONT.)  

The Company also benefits from national advertising programs conducted by The
Coca-Cola Company and Dr Pepper Company, respectively. In addition, the Company
expends substantial funds on its own behalf for extensive local sales promotions
of the Company's soft drink products. These expenses are partially offset by
marketing funds which the franchisers provide to the Company in support of a
variety of marketing programs, such as price promotions, merchandising programs
and point-of-sale displays.

The substantial outlays which the Company makes for advertising are generally
regarded as necessary to maintain or increase sales volume, and any curtailment
of the marketing funding provided by The Coca-Cola Company for advertising or
marketing programs which benefit the Company could have a material effect on the
business and financial results of the Company.

Seasonality
-----------

Sales are somewhat seasonal, with the highest sales volume occuring in May,
June, July and August. The Company has adequate production capacity to meet
sales demands during these peak periods.

Competition
-----------

The soft drink industry is highly competitive. The Company's competitors include
several large soft drink manufacturers engaged in the distribution of nationally
advertised products, as well as similar companies which market lesser-known soft
drinks in limited geographical areas and manufacturers of private brand soft
drinks. In each region in which the Company operates, between 75% and 95% of
carbonated soft drink sales in bottles, cans and pre-mix containers are
accounted for by the Company and its principal competition, which in each region
includes the local bottler of Pepsi-Cola and, in some regions, also includes the
local bottler of Royal Crown products. The Company's carbonated beverage
products also compete with, among others, noncarbonated beverages and citrus and
noncitrus fruit drinks.

The principal methods of competition in the soft drink industry are
point-of-sale merchandising, new product introductions, packaging changes, price
promotions, quality, frequency of distribution and advertising.

Government Regulation
---------------------

The production and marketing of beverages are subject to the rules and
regulations of the United States Food and Drug Administration ("FDA") and other
federal, state and local health agencies. The FDA also regulates the labeling of
containers.

No reformulation of the Company's products is presently required by any rule or
regulation, but there can be no assurance that future government regulations
will not require reformulation of the Company's products.
<PAGE>


ITEM 1 - BUSINESS (CONT.)


From time to time, legislation has been proposed in Congress and by certain
state and local governments which would prohibit the sale of soft drink products
in non-refillable bottles and cans or require a mandatory deposit as a means of
encouraging the return of such containers in an attempt to reduce solid waste
and litter. The Company is currently not impacted by this type of proposed
legislation.

Soft drink and similar-type taxes have been in place in North Carolina, South
Carolina, West Virginia and Tennessee for several years. To the Company's
knowledge, legislation has not been proposed or enacted to increase the tax in
West Virginia or Tennessee. The North Carolina soft drink tax was reduced by 25%
effective July 1, 1996. The North Carolina General Assembly also enacted a
measure repealing the soft drink tax in 25% increments over a three-year period,
such that it will be eliminated in 1999. The South Carolina soft drink tax has
been repealed and is being phased out ratably over a six-year period beginning
July 1, 1996.

Environmental Remediation
-------------------------

The Company does not currently have any material capital expenditure commitments
for environmental remediation for any of its properties.

Employees
---------

As of March 11, 1999, the Company had a total of approximately 6,000 full-time
employees, of whom approximately 500 were union members. The total number of
employees is approximately 7,000. Management of the Company believes that the
Company's relations with its employees are generally good.

<PAGE>

ITEM 2 - PROPERTIES

The principal properties of the Company include its corporate headquarters, its
four production/distribution facilities and its 52 distribution centers, all of
which are owned by the Company except for its corporate headquarters offices,
two production/distribution facilities and nine distribution centers.

On November 30, 1992, the Company and the owner of the Company's Snyder
Production Center in Charlotte, North Carolina agreed to the early termination
of the Company's lease. Harrison Limited Partnership One purchased the property
contemporaneously with the termination of the lease, and the Company and
Harrison Limited Partnership One entered into an agreement under which the
Company leased the property for a 10-year term beginning on December 1, 1992.
JFH Management, Inc., a North Carolina corporation of which J. Frank Harrison,
Jr. is the sole shareholder, serves as sole general partner of the limited
partnership that purchased the production center property. The sole limited
partner of the limited partnership is a trust as to which J. Frank Harrison, III
and Reid M. Henson are co-trustees, share investment powers, and as to which
they share voting power for purposes of this partnership interest. The
beneficiaries of this trust are J. Frank Harrison, Jr. and his descendants. The
annual base rent the Company is obligated to pay under the lease agreement is
subject to adjustment for increases in the Consumer Price Index and for
increases or decreases in interest rates based on London Interbank Offered Rate
("LIBOR").

On June 1, 1993, the Company entered into a lease agreement with Beacon
Investment Corporation related to the Company's headquarters office building.
Beacon Investment Corporation's sole shareholder is J. Frank Harrison, III. On
January 5, 1999, the Company entered into a new 10-year lease agreement with
Beacon Investment Corporation which includes the Company's headquarters office
building and an adjacent office facility. The annual base rent the Company is
obligated to pay under this lease in 1999 is $2.8 million and is subject to
adjustment for increases in the Consumer Price Index and for increases or
decreases in interest rates, using the Adjusted Eurodollar Rate as the
measurement device.

The Company also leases its 297,500 square-foot production/distribution facility
in Nashville, Tennessee. The lease requires monthly payments through 2002. The
Company's other real estate leases are not material.

The Company owns and operates two soft drink production/distribution facilities
apart from the leased production/distribution facilities described above. The
current percentage utilization of the Company's production centers as of March
11, 1999 is approximately as indicated below:

<PAGE>

ITEM 2 - PROPERTIES (CONT.)

                              Production Facilities
                              ---------------------
                      Location                           Percentage Utilization*
                      --------                           -----------------------
                      Charlotte, North Carolina              62%
                      Mobile, Alabama                        48%
                      Nashville, Tennessee                   52%
                      Roanoke, Virginia                      50%

             *Estimated 1999 production divided by capacity (based on operations
              of 6 days per week and 24 hours per day).

The Company currently has sufficient production capacity to meet its operational
requirements. In addition to the production facilities noted above, the Company
also has access to production capacity from South Atlantic Canners, Inc.

Bottled and canned soft drinks are transported to distribution centers for
storage pending sale. The number of distribution centers by market area as of
March 11, 1999 is as follows:

                              Distribution Centers
                              --------------------
                      Region                                  Number of Centers
                      ------                                  -----------------
                                                                
                      North Carolina                               16
                      South Alabama                                 6
                      South Georgia                                 5
                      Middle Tennessee                              9
                      Western Virginia                              9
                      West Virginia                                11

The Company's distribution facilities are all in good condition and are adequate
for the Company's operations as presently conducted.

The Company also operates approximately 3,000 vehicles in the sale and
distribution of its soft drink products, of which approximately 1,500 are route
delivery trucks. In addition, the Company owns or leases approximately 156,000
soft drink dispensing and vending machines for the sale of its soft drink
products in its bottling territories.

<PAGE>

ITEM 3 - LEGAL PROCEEDINGS


The Company is involved in various claims and legal proceedings which have
arisen in the ordinary course of its business. The Company believes that the
ultimate disposition of these claims will not have a material adverse effect on
the financial condition, cash flows or results of operations of the Company.

<PAGE>

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended January 3, 1999.

<PAGE>

                      EXECUTIVE OFFICERS OF THE REGISTRANT


Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as an unnumbered item in Part I of this Report in lieu of being
included in the Proxy Statement for the Annual Meeting of Shareholders to be
filed.

The following is a list of names and ages of all the executive officers of the
Registrant as of March 11, 1999, indicating all positions and offices with the
Registrant held by each such person. All officers have served in their present
capacities for the past five years except as otherwise stated.

J. FRANK HARRISON, III, age 44, is Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. Harrison was appointed Chairman of the
Board of Directors in December 1996. Mr. Harrison served in the capacity of Vice
Chairman from November 1987 through December 1996 and was appointed as the
Company's Chief Executive Officer in May 1994. He was first employed by the
Company in 1977, and has served as a Division Sales Manager and as a Vice
President of the Company. Mr. Harrison, III is a Director of Wachovia Bank &
Trust Co., N.A., Southern Region Board. He is Vice Chairman of the Executive
Committee, Vice Chairman of the Finance Committee and a member of the Audit
Committee.

REID M. HENSON, age 59, has served as a Vice Chairman of the Board of Directors
of the Company since 1983. Prior to that time, Mr. Henson served as a consultant
for JTL Corporation, a management company, and later as President of JTL
Corporation. He has been a Director of the Company since 1979, is Chairman of
the Audit Committee, Vice Chairman of the Retirement Benefits Committee and a
member of the Executive Committee and the Finance Committee.

JAMES L. MOORE, JR., age 56, is President and Chief Operating Officer of the
Company. Prior to his election as President in March 1987, he served as
President and Chief Executive Officer of Atlantic Soft Drink Co., a soft drink
bottling subsidiary of Grand Metropolitan USA. Mr. Moore has been a Director of
the Company since March 1987. He is a member of the Executive Committee and is
Chairman of the Retirement Benefits Committee.

ROBERT D. PETTUS, JR., age 54, is Executive Vice President and Assistant to the
Chairman, a position to which he was appointed in January 1997. Mr. Pettus was
previously Vice President, Human Resources, a position he held since September
1984. Prior to joining the Company, he was Director, Employee Relations for the
Texize Division of Morton-Thiokol for seven years.

DAVID V. SINGER, age 43, is Vice President and Chief Financial Officer. In
addition to his Finance duties, Mr. Singer has overall responsibility for the
Company's Purchasing/Materials Management function as well as the Manufacturing
function. He served as Vice President, Chief Financial Officer and Treasurer
from October 1987 through May 1992; prior to that he was Vice President and
Treasurer. Prior to joining the Company in March 1986, Mr. Singer was a Vice
President of Corporate Banking for Mellon Bank, N.A.
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT (CONT.)

M. CRAIG AKINS, age 48, is Regional Vice President, Sales, a position he has
held since June 1996. He was previously Vice President, Cold Drink Market, a
position he was appointed to in October 1993. He was Vice President, Division
Manager of the Tennessee Division from 1989-1993. From 1987 through 1988, he was
General Manager of the Nashville, TN sales center. From 1985 through 1986, he
was Trade Development Director of the Tennessee Division. Prior to joining the
Company in 1985, he was a Regional Trade Development Manager for Coca-Cola USA.

JONATHON W. ALBRIGHT, age 31, is Vice President and Treasurer, a position he has
held since August 1998. Prior to joining the Company in 1998, he served as
Manager of Financial Analysis at Integon Corporation, Manager of Business
Analysis at Avery-Dennison Corporation's Soabar Products Group and Senior
Financial Analyst at American Express Company.

WILLIAM B. ELMORE, age 43, is Vice President, Business Systems, a position he
has held since May 1998. Previously, he was Vice President and Treasurer from
July 1996 to April 1998. He was Vice President, Regional Manager for the
Virginia Division, West Virginia Division and Tennessee Division, from November
1991 to June 1996. Mr. Elmore served as Vice President, Division Manager of the
West Virginia Division from 1989-1991. He was Senior Director, Corporate
Marketing from 1988-1989. Preceding that, he held various positions in sales and
marketing in the Charlotte Division from 1985-1988. Before joining the Company
in 1985, he was employed by Coca-Cola USA for seven years where he held several
positions in their field sales organization.

NORMAN C. GEORGE, age 43, is Vice President, Corporate Sales, a position he has
held since August 1998. Previously, he was Vice President, Sales for the
Carolinas South Region, a position he held beginning in November 1991. He served
as Vice President, Division Manager of the Southern Division from 1988-1991. He
served as Vice President, Division Manager of the Alabama Division from
1986-1988. From 1982-1986, he served as Director of Sales and Operations in the
Northern Division. Prior to joining the Company in 1982, he was Sales Manager of
the Dallas-Fort Worth Dr Pepper Bottling Company in Irving, Texas.

UMESH M. KASBEKAR, age 41, is Vice President, Planning and Administration, a
position he has held since December 1994. He was Vice President, Planning from
December 1988 until December 1994. He was first employed by the Company in 1983
and held various other positions with the Company from 1983 to 1988.

R. PHILIP KENNY, age 53, is Vice President, Human Resources, a position he has
held since June 1997. Prior to joining the Company in 1997, he was employed by
BancOne Corporation, where he served as Director, Human Resources, Southwest
Region from 1995 through 1997 and also served as Manager, Change Management and
Employee Relations during the first half of 1997. From 1981 through 1995, Mr.
Kenny served as Director of Human Resources for BancOne, Texas, N.A.
<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT (CONT.)



C. RAY MAYHALL, JR., age 51, is Regional Vice President, Sales, a position he
has held since November 1991. He served as Vice President, Division Manager of
the Northern Division from 1989-1991. Before joining the Company in 1989, he was
Vice President, Sales and Marketing of Florida Coca-Cola Bottling Company, a
position he had held since 1987. Prior to 1987, he was Division Manager of the
Central Florida Division of Florida Coca-Cola Bottling Company for six years.

JAMES B. STUART, age 56, joined the Company in October 1990 as Vice President,
Marketing. From 1987 until joining the Company in 1990, Mr. Stuart formed his
own marketing company, serving a number of clients inside and outside the soft
drink industry. During this period, he worked almost exclusively with the
International Business Sector of The Coca-Cola Company. He had been Senior Vice
President, Sales and Marketing with JTL Corporation from 1980 until that company
was acquired by The Coca-Cola Company in 1986.

STEVEN D. WESTPHAL, age 44, is Vice President and Controller of the Company, a
position he has held since November 1987. Prior to joining the Company, he was
Vice President-Finance for Joyce Beverages, an independent bottler, beginning in
January 1985. Prior to working for Joyce Beverages, he was Director of Corporate
Planning for Mid-Atlantic Coca-Cola Bottling Company, Inc. from December 1981 to
December 1984.
<PAGE>

                                     PART II


ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company has two classes of common stock outstanding, Common Stock and Class
B Common Stock. The Common Stock is traded on the Nasdaq National Market tier of
the Nasdaq Stock Market(R) under the symbol COKE. The table below sets forth for
the periods indicated the high and low reported sales prices per share of Common
Stock. There is no established public trading market for the Class B Common
Stock. Shares of Class B Common Stock are convertible on a share-for-share basis
into shares of Common Stock.


                                                        FISCAL YEAR
                                                        -----------
                                                1998               1997
                                                ----               ----
                                            High     Low       High     Low
                                            ----     ---       ----     ---
First quarter                              $69.75  $56.00    $50.50  $43.00
Second quarter                              68.75   57.00     48.50   38.75
Third quarter                               75.75   58.50     57.00   46.25
Fourth quarter                              62.25   57.00     66.88   56.25

The quarterly dividend rate of $.25 per share on both Common Stock and Class B
Common Stock shares was maintained throughout 1996, 1997 and 1998.

Pursuant to the Company's Certificate of Incorporation, no cash dividend or
dividend of property or stock other than stock of the Company may be declared
and paid, per share, on the Class B Common Stock unless a dividend of an amount
greater than or equal to such cash or property or stock has been declared and
paid on the Common Stock. Reference should be made to Article Fourth of the
Company's Certificate of Incorporation for additional provisions relating to the
relative dividend rights of holders of Common Stock and Class B Common Stock.

The amount and frequency of future dividends will be determined by the Company's
Board of Directors in light of the earnings and financial condition of the
Company at such time, and no assurance can be given that dividends will be
declared in the future.

The number of shareholders of record of the Common Stock and Class B Common
Stock, as of March 11, 1999, was 2,817 and 13, respectively.
<PAGE>

ITEM 6 - SELECTED FINANCIAL DATA


The following table sets forth certain selected financial data concerning the
Company for the five years ended January 3, 1999. The data for the five years
ended January 3, 1999 is unaudited but is derived from audited financial
statements of the Company. This information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" set forth in Item 7 hereof and is qualified in its entirety by
reference to the more detailed financial statements and notes contained in Item
8 hereof. This information should also be read in conjunction with the
"Introduction and Recent Developments" section in Item 1 hereof which details
the Company's significant acquisitions and divestitures since 1984.


<PAGE>

                        
 
                            SELECTED FINANCIAL DATA*

In Thousands (Except Per Share Data)

<TABLE>
<S>                                                 <C>           <C>           <C>           <C>           <C>
                                                                                 Fiscal Year
                                                    -----------------------------------------------------------------
Summary of Operations                                    1998          1997          1996          1995          1994
-------------------------------------------------   ---------          ----          ----          ----          ----
Net sales                                            $928,502      $802,141      $773,763      $761,876      $723,896
-------------------------------------------------   ---------      --------      --------      --------      --------
Cost of sales                                         534,919       452,893       435,959       447,636       427,140
Selling expenses                                      207,244       183,125       177,734       158,831       149,992
General and administrative expenses                    69,001        56,776        58,793        54,720        54,559
Depreciation expense                                   36,754        33,672        28,528        26,746        24,188
Amortization of goodwill and intangibles               13,294        12,332        12,238        12,230        12,309
-------------------------------------------------   ---------      --------      --------      --------      --------
Total costs and expenses                              861,212       738,798       713,252       700,163       668,188
-------------------------------------------------   ---------      --------      --------      --------      --------
Income from operations                                 67,290        63,343        60,511        61,713        55,708
Interest expense                                       39,947        37,479        30,379        33,091        31,385
Other income (expense), net                            (4,098)       (1,594)       (4,433)       (3,401)           63
-------------------------------------------------   ---------      --------      --------      --------      --------
Income before income taxes, extraordinary charge
 and effect of accounting change                       23,245        24,270        25,699        25,221        24,386
Income taxes                                            8,367         9,004         9,535         9,685        10,239
-------------------------------------------------   ---------      --------      --------      --------      --------
Income before extraordinary charge and effect of
 accounting change                                     14,878        15,266        16,164        15,536        14,147
Extraordinary charge                                                                             (5,016)
Effect of accounting change                                                                                    (2,211)
-------------------------------------------------   ---------      --------      --------      --------      --------       
Net income                                             14,878        15,266        16,164        10,520        11,936
-------------------------------------------------   ---------      --------      --------      --------      --------
Basic net income per share:
 Income before extraordinary charge and effect
   of accounting change                              $   1.78      $   1.82      $   1.74      $   1.67      $   1.52
 Extraordinary charge                                                                            (  .54)
 Effect of accounting change                                                                                   (  .24)
-------------------------------------------------   ---------      --------      --------      --------      --------  
 Net income                                          $   1.78      $   1.82      $   1.74      $   1.13      $   1.28
-------------------------------------------------   ---------      --------      --------      --------      --------
Diluted net income per share:
 Income before extraordinary charge and effect
   of accounting change                              $   1.75      $   1.79      $   1.73      $   1.67      $   1.52
 Extraordinary change                                                                            (  .54)
 Effect of accounting change                                                                                   (  .24)
-------------------------------------------------   ---------      --------      --------      --------      --------   
 Net income                                          $   1.75      $   1.79      $   1.73      $   1.13      $   1.28
-------------------------------------------------   ---------      --------      --------      --------      --------
Cash dividends per share:
 Common                                              $   1.00      $   1.00      $   1.00      $   1.00      $   1.00
 Class B Common                                      $   1.00      $   1.00      $   1.00      $   1.00      $   1.00
Other Information
Weighted average number of common shares
 outstanding                                            8,365         8,407         9,280         9,294         9,294
Weighted average number of common shares
 outstanding -- assuming dilution                       8,495         8,509         9,330         9,316         9,296
Year-End Financial Position
Total assets                                         $825,228      $778,033      $702,396      $676,571      $664,159
-------------------------------------------------   ---------      --------      --------      --------      --------
Long-term debt                                        491,234       493,789       439,453       419,896       432,971
-------------------------------------------------   ---------      --------      --------      --------      --------
Shareholders' equity                                   15,786         9,273        22,269        38,972        33,981
-------------------------------------------------   ---------      --------      --------      --------      --------
</TABLE>

* All years presented are 52-week years except 1998 which is a 53-week year.
  See Note 2 and Note 13 to the consolidated financial statements for
  additional information about Piedmont Coca-Cola Bottling Partnership. In
  1994, the Company changed its method of accounting for postemployment
  benefits. In 1995, the Company recorded an extraordinary charge related to
  the repurchase at a premium of a portion of the Company's long-term debt.

<PAGE>

ITEM  7 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS

<PAGE>


                      
                     MANAGEMENT'S DISCUSSION AND ANALYSIS


Introduction


The Company

      Coca-Cola Bottling Co. Consolidated ("the Company") is engaged in the
production, marketing and distribution of products of The Coca-Cola Company,
which include the most recognized and popular brands in the world. The Company
also distributes several other beverage brands. The Company's product offerings
include carbonated soft drinks, teas, juices, isotonics and bottled water.
Since 1984, the Company has expanded its bottling territory throughout the
southeastern region of the United States, primarily through acquisitions,
increasing its sales from $130 million in 1984 to $929 million in 1998. The
Company plans to grow through both internal opportunities and selected
acquisitions. The Company expanded its bottling territory during the year by
acquiring two Coca-Cola bottlers located in northwestern Alabama and
southwestern Virginia. The Company is currently the second largest bottler of
products of The Coca-Cola Company in the United States.

      In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities", which
is required to be adopted in years beginning after June 15, 1999. The Statement
permits early adoption as of the beginning of any fiscal quarter after its
issuance. The Company has not determined at this time when Statement No. 133
will be adopted. The Statement will require the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are not hedges
must be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
will either be offset against the change in fair value of the hedged assets,
liabilities or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The Company has not yet determined what effect the
adoption of Statement No. 133 will have on the earnings and financial position
of the Company.


The Year in Review

      The Company accelerated its rate of growth significantly in 1998 with
volume growth of more than 10%, three times the U.S. soft drink industry
average. Net sales grew by 16% in 1998, increasing to $929 million. Operating
cash flow (defined as income from operations plus non-cash charges for
depreciation and amortization) increased by 7% to a record level of $117
million. The Company continued its commitment to the cold drink market with the
placement of a record number of new pieces of cold drink equipment in 1998.

      The accelerated volume growth in 1998 was across the Company's key market
channels. The volume gains in 1998 were driven by targeted marketing programs
with key customers and continued emphasis and investment in cold drink
equipment and infrastructure. As in 1997, per capita consumption in the
Company's franchise territory increased at a rate in excess of the average for
the Coca-Cola bottling system in the U.S. The increase in net sales in 1998 was
driven primarily by the accelerated volume growth, as well as a small increase
in net selling prices of 0.6% and the impact of a 53rd selling week in 1998.
The 1997 fiscal year had 52 weeks.

      Net income for 1998 was down slightly at $14.9 million versus $15.3
million in 1997. During 1998, the Company continued to make significant
investments in cold drink equipment and infrastructure to support accelerated
growth. The increased equipment and infrastructure costs in 1998 were partially
offset by additional marketing funding support from The Coca-Cola Company. The
Company believes that these significant investments will help deliver long-term
shareholder value.

      The Company continued its strong commitment to expanding its business
with capital expenditures of $46.8 million in 1998. The cold drink market
continues to be a point of emphasis as it generally provides a solid return on
investment and expands the availability of our products.

      Our continued success is attributable to many factors including a strong
assortment of brands, a solid relationship with our strategic partner, The
Coca-Cola Company, acquisitions, strong internal growth, solid operating
performance and a work force of over 6,000 talented individuals working
together as a team. The Company continues to focus on its key long-term
objectives, including increasing per capita consumption, operating cash flow
and long-term shareholder value. We are committed to alignment with The
Coca-Cola Company to ensure that we fully utilize our joint resources to
maximize our full potential with our consumers and customers.

      Our partnership with The Coca-Cola Company continues to provide our
customers and consumers with innovative products and packaging. In 1998, the
Company introduced new




<PAGE>

                        

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

and enhanced product lines, including expanded Minute Maid offerings and new
flavors of both Fruitopia and POWERaDE. Citra was introduced in the first
quarter of 1999. Some of the new packaging in 1998 included tie-ins with our
NASCAR sponsorship, which proved to be very popular with both customers and
consumers. The combination of the new products and packaging, along with our
core brands, provide the Company with a line-up of beverage offerings
unsurpassed in the industry.


Significant Events of Prior Years

      The Company repurchased approximately 930,000 shares of its Common Stock
in three separate transactions between December 1996 and February 1997. The
repurchase of shares was a significant factor in increased earnings per share
in 1997 in spite of lower net earnings.

      On June 1, 1994, the Company executed a management agreement with South
Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
Bishopville, South Carolina. The Company is a member of the cooperative and
receives a fee for managing the day-to-day operations of SAC pursuant to this
10-year management agreement. SAC significantly expanded its operations in 1994
by adding two PET bottling lines. These new bottling lines supply a portion of
the Company's volume requirements for finished product in PET containers.

      On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont
Coca-Cola Bottling Partnership ("Piedmont") to distribute and market soft drink
products of The Coca-Cola Company and other third party licensors, primarily in
certain portions of North Carolina and South Carolina. The Company provides a
portion of the soft drink products to Piedmont and receives a fee for managing
the business of Piedmont pursuant to a management agreement. The Company and
The Coca-Cola Company, through their respective subsidiaries, each beneficially
own a 50% interest in Piedmont. The Company is accounting for its investment in
Piedmont using the equity method of accounting.


RESULTS OF OPERATIONS

1998 Compared to 1997


Net Income

      The Company reported net income of $14.9 million or basic net income per
share of $1.78 for fiscal year 1998 compared to $15.3 million or $1.82 basic
net income per share for fiscal year 1997. Diluted net income per share in 1998
was $1.75 compared to $1.79 in 1997. The decline in net income is primarily
attributable to expenses related to the Company's investment in the
infrastructure necessary to support accelerated, long-term growth, partially
offset by additional marketing funding support from The Coca-Cola Company.
Investments in additional personnel, information systems and cold drink
equipment resulted in cost increases. Management believes that these
infrastructure investments will enable the Company to generate accelerated
growth that should lead to enhanced shareholder value over time.


Net Sales

      Net sales for 1998 grew by 16% to $929 million compared to $802 million
in 1997. The increase was due to broad-based volume growth across key sales
channels, an increase in net selling prices of 0.6%, acquisitions of additional
bottling territory in Alabama and Virginia and a 53rd week in the Company's
1998 fiscal year. The Company continued to experience strong growth from its
carbonated soft drinks with growth of approximately 9% in 1998. Newer products
such as SURGE, an expanded line-up of Minute Maid products as well as double-
digit growth for Sprite helped drive the growth in carbonated beverages. Sales
growth in non-carbonated beverages, including POWERaDE, Fruitopia, tea and
bottled water exceeded 70% in 1998. Non-carbonated products now account for 5%
of the Company's bottle and can volume.

      Sales to other bottlers increased by 25% during 1998 over 1997 levels,
primarily due to additional sales to Piedmont, which experienced significant
sales volume growth in 1998. The Company sells finished products to Piedmont at
cost.


Cost of Sales and Operating Expenses

      Cost of sales on a per case basis increased by 2.3% in 1998, primarily
due to increases in concentrate costs offset somewhat by lower packaging costs.
The Company has agreements with its aluminum can suppliers which require the
Company to purchase the majority of its aluminum can requirements. These
agreements, which extend through the end of 2000 and 2001, also reduce the
variability of the cost of cans.

      Selling expenses increased by approximately $24 million or 13% in 1998
over 1997 levels. Increased selling costs resulted from higher sales volume,
employment costs for additional sales


<PAGE>

                        

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

personnel, a new incentive program for certain employees, additional marketing
expenses, higher costs for sales development programs and increased lease
expense for cold drink equipment and vehicles. The increase in selling expenses
was partially offset by increased marketing funding and infrastructure support
from The Coca-Cola Company. The Company has made a significant investment in
its sales and technical service infrastructure and anticipates that over time,
the increases in sales revenue from these investments will outpace the growth
in costs. Selling expenses on a per case basis for 1998 were relatively
unchanged from 1997.

      The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and other beverage companies
that supply concentrates, syrups and finished products to the Company make
substantial advertising expenditures to promote sales in the local bottling
territories served by the Company. The Company also benefits from national
advertising programs conducted by The Coca-Cola Company and other third party
licensors. Certain of the marketing expenditures by The Coca-Cola Company and
other beverage companies are made pursuant to annual arrangements. Although The
Coca-Cola Company has advised the Company that it intends to provide marketing
funding support in 1999, it is not obligated to do so under the Company's
Master Bottle Contract. Also, The Coca-Cola Company has agreed to provide
additional marketing funding under a multi-year program to support the
Company's cold drink infrastructure. Total marketing funding and infrastructure
support from The Coca-Cola Company and other beverage companies in 1998 and
1997 was approximately $61 million and $42 million, respectively. A portion of
the marketing funding and infrastructure support from The Coca-Cola Company is
subject to annual performance requirements. The Company was in compliance with
all such performance requirements in 1998.

      General and administrative expenses increased by $12 million from 1997.
The increase in general and administrative expenses was due to the hiring of
additional support personnel and higher employment costs in certain of the
Company's labor markets. The Company has made an investment in additional
administrative infrastructure to support the accelerated growth of the Company.
 

      Depreciation expense increased $3 million or 9%. The increase is due to
significant capital expenditures over the past several years, including $46.8
million in 1998.

Investment in Partnership

      The Company's share of Piedmont's net loss of $.5 million was down from a
loss of $1.1 million in 1997. The reduction in Piedmont's net loss reflects
improved operating results from Piedmont.


Interest Costs

      Interest expense increased by $2.5 million or 7% in 1998. The increase is
due to additional borrowings used to fund acquisitions and capital
expenditures. The Company's overall weighted average borrowing rate for 1998
was 7.1% compared to 7.0% in 1997.


Other Income/(Expense)

      "Other income (expense), net" increased by $2.5 million in 1998. The
increase was due primarily to losses on the disposal of cold drink equipment.


Income Taxes

      The effective tax rate for federal and state income taxes was
approximately 36% in 1998 versus approximately 37% in 1997. The difference
between the effective rate and the statutory rate in 1998 was due primarily to
amortization of nondeductible goodwill, state income taxes, nondeductible
premiums on officers' life insurance and other nondeductible expenses.


1997 Compared to 1996


Net Income

      The Company reported net income of $15.3 million or basic net income per
share of $1.82 for fiscal year 1997 compared to $16.2 million or $1.74 basic
net income per share for fiscal year 1996. Diluted net income per share
increased from $1.73 in 1996 to $1.79 in 1997. The slight decrease in net
income was due to a 2.5% reduction in net selling prices and higher interest
costs associated with the Company's repurchase of its Common Stock. The
repurchase of Common Stock resulted in an increase in both basic and diluted
earnings per share, in spite of reduced net income.


Net Sales

      The Company had sales in 1997 exceeding $800 million for the first time.
Net sales for 1997 increased 4%, reflecting a volume increase of 8% in
franchise sales offset by a 2.5% decline


<PAGE>

                        

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

in overall net selling prices and a reduction in sales to other bottlers. The
Company continued to see strong broad-based growth across most brands and
channels. Carbonated soft-drink brands including the flagship brand, Coca-Cola
classic, and diet Coke showed solid growth. Sprite volume increased by almost
15%, the fourth consecutive year of double-digit volume growth. The Company's
expanding non-carbonated beverage offerings also contributed to the solid
volume growth in 1997. Volume in Fruitopia, POWERaDE and Cool from Nestea
increased by more than 50% over the prior year.

      Sales volume to other bottlers decreased by 11% during 1997 as compared
to 1996 primarily due to South Atlantic Canners, rather than the Company,
providing finished products to Piedmont. The Company sells finished products to
Piedmont at cost.


Cost of Sales and Operating Expenses

      Cost of sales on a per case basis was virtually unchanged from 1996. The
Company benefited from decreases in costs for some of the key raw materials and
packaging materials used in its production process. The decreases were offset
by increased concentrate prices.

      Selling expenses increased by approximately $5.4 million in 1997,
primarily as a result of the significant increase in volume. Selling expenses
on a per case basis declined by almost 5% during the year. The decline in
selling expenses on a per case basis is partially attributable to the buyout of
certain leased equipment in early 1997. The buyout of the leases reduced
selling expenses by approximately $4.0 million during the year. The Company
experienced a comparable increase in depreciation expense, which is reflected
separately.

      General and administrative expenses decreased by $2.0 million in 1997. In
1996, the Company recorded a non-cash, pre-tax charge of approximately $4.4
million related to a retirement benefit awarded to J. Frank Harrison, Jr. This
retirement benefit was in recognition of his two decades of leadership as
Chairman of the Board of Directors.

      Depreciation expense increased $5.1 million or 18% in 1997. The increase
was primarily attributable to the buyout of $66.3 million of leased vending
equipment in January 1997. The increase is also due to significant capital
expenditures over the past several years.

Investment in Partnership

      The Company's share of Piedmont's net loss of $1.1 million was
approximately the same as 1996.


Interest Costs

      Interest expense increased by $7.1 million or 23% in 1997. The
significant increase was due to increased levels of long-term debt as a result
of the buyout of equipment leases for $66.3 million in January 1997 and the
repurchase of approximately 930,000 shares of the Company's Common Stock for
$43.6 million in late 1996 and early 1997. The Company's overall weighted
average borrowing rate for 1997 was 7.0% compared to 7.1% in 1996.


Other Income/(Expense)

      The decrease in "other income (expense), net" for 1997 was due primarily
to the termination of the Company's program to sell its trade accounts
receivable in late 1996. The discount on the sale of trade accounts receivable
was recorded as other expense in 1996. Other expense included $1.7 million in
1996 related to the discount on the sale of trade accounts receivable.


Income Taxes

      The effective tax rate for federal and state income taxes was
approximately 37% in both 1997 and 1996. The difference between the effective
rate and the statutory rate was due primarily to amortization of nondeductible
goodwill, state income taxes, nondeductible premiums on officers' life
insurance and other nondeductible expenses.


FINANCIAL CONDITION

      Working capital decreased by approximately $15.2 million to $4.6 million
at January 3, 1999 compared to $19.8 million at December 28, 1997. The change
in working capital is primarily due to an increase in the current portion of
long-term debt of $18.1 million and an increase in accrued compensation of $5.2
million, partially offset by an increase in accounts receivable from The
Coca-Cola Company. The increase in accounts receivable from The Coca-Cola
Company relates to additional marketing funding and infrastructure support in
1998. The increase in the current portion of long-term debt is due to the
maturing of $28.6 million of the Company's Medium-Term Notes in the


<PAGE>

                        

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

first quarter of 1999. The increase in accrued compensation is due to the
adoption of new employee incentive programs in 1998.

      Total long-term debt increased to $521.3 million at January 3, 1999
compared to $505.8 million at December 28, 1997. The increase in debt relates
to the acquisition of two Coca-Cola bottlers in 1998 for a total of $35.0
million, offset primarily by cash flow from operations.


LIQUIDITY AND CAPITAL RESOURCES


Capital Resources

      Sources of capital for the Company include operating cash flows, bank
borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has
sufficient financial resources available to maintain its current operations and
provide for its current capital expenditure and working capital requirements,
scheduled debt payments, interest and income tax liabilities and dividends for
shareholders.


Investing Activities

      Additions to property, plant and equipment during 1998 were $46.8
million. The Company acquired two Coca-Cola bottlers in northwestern Alabama
and southwestern Virginia during 1998 for a total of $35.0 million.

      At the end of 1998, the Company had no material commitments for the
purchase of capital assets other than those related to the normal replacement
of equipment. The Company considers the acquisition of additional bottling
territories on an ongoing basis.


Financing Activities

      The Company filed a $400 million shelf registration for debt and equity
securities that was effective in October 1994. On November 1, 1995, the Company
issued $100 million of 6.85% debentures due 2007 pursuant to this shelf
registration. The net proceeds from this issuance were used to repurchase $87
million of the Company's Medium-Term Notes due between 1997 and 2002 and to
repay other outstanding borrowings. In July 1997, the Company issued an
additional $100 million of 7.2% debentures due 2009 under this shelf
registration. The proceeds from this offering were used primarily to repay
amounts outstanding under the Company's lines of credit. The lines of credit
were used as interim financing for the repurchase of Company Common Stock and
the buyout of certain operating leases.

      On January 22, 1999, the Company filed a new $800 million shelf
registration for debt and equity securities (which includes $200 million of
unused availability from the prior shelf registration). The Company has not
issued any securities under this shelf registration. The Company expects to use
the proceeds from any future offerings under this registration for general
corporate purposes, including repayment of debt, future acquisitions, capital
expenditures and/or working capital.

      The Company borrows from time to time under informal lines of credit from
various banks. On January 3, 1999, the Company had $210 million available under
these lines, of which $36.4 million was outstanding. Loans under these lines
are made at the sole discretion of the banks at rates negotiated at the time of
borrowing.

      In December 1997, the Company extended the maturity of a revolving credit
agreement totaling $170 million to December 2002. The agreement contains
several covenants that establish minimum ratio requirements related to debt and
cash flow. A commitment fee of  1/8% per year on the available amount of the
banks' commitment is payable quarterly. There were no amounts outstanding under
this facility as of January 3, 1999.

      It is the Company's intent to renew any borrowings under the revolving
credit facility and the lines of credit as they mature. To the extent that any
borrowings under the revolving credit facility and the informal lines of credit
do not exceed the amount available under the Company's $170 million revolving
credit facility, they are classified as noncurrent liabilities.

      On January 15, 1999, the Company purchased approximately $155 million of
equipment (principally vehicles and vending equipment) previously leased under
various operating lease agreements. The assets purchased will continue to be
used in the distribution and sale of the Company's products and will be
depreciated over their remaining useful lives, which range from three years to
12.5 years. The Company used a combination of its revolving credit facility and
its informal lines of credit with certain banks to finance this purchase. As a
result of this purchase, the Company's total cost of ownership of this
equipment in the future is expected to be slightly lower.


<PAGE>

                         

                     MANAGEMENT'S DISCUSSION AND ANALYSIS

Interest Rate Hedging

      The Company periodically uses interest rate hedging products to cost
effectively modify risk from interest rate fluctuations in its underlying debt.
The Company has historically altered its fixed/floating rate mix based upon
anticipated operating cash flows of the Company relative to its debt level and
the Company's ability to absorb increases in interest rates. Sensitivity
analyses are performed to review the impact on the Company's financial position
and coverage of various interest rate movements. The Company does not use
derivative financial instruments for trading purposes.

      The weighted average interest rate of the debt portfolio as of January 3,
1999 was 7.3% compared to 7.1% at the end of 1997. The Company's overall
weighted average borrowing rate on its long-term debt was 7.1% in 1998 versus
7.0% in 1997. Approximately 23% of the Company's debt portfolio of $521.3
million was subject to changes in short-term interest rates as of January 3,
1999. See Notes 7 and 8 to the consolidated financial statements for more
information.


YEAR 2000

      Since many computer systems and other equipment with embedded chips or
processors (collectively, "business systems") use only two digits to represent
the year, these business systems may be unable to process accurately certain
data before, during or after the year 2000. As a result, business and
governmental entities are at risk for possible miscalculations or systems
failures causing disruptions in their business operations. This is commonly
known as the Year 2000 issue. The Year 2000 issue can arise at any point in the
Company's supply, manufacturing, distribution and financial chains.

      The Company began work on the Year 2000 issue in 1997. The scope of the
project includes: ensuring the compliance of all applications, operating
systems and hardware on mainframe, personal computer, local area network and
wide area network platforms; addressing issues related to non-IT embedded
software and equipment; and addressing the compliance and readiness of key
suppliers and customers. The project has four phases: assessment of systems and
equipment affected by the Year 2000 issue; definition of strategies to address
affected systems and equipment; remediation or replacement of affected systems
and equipment and testing that each is Year 2000 compliant.

      With respect to ensuring the compliance of all applications, operating
systems and hardware on the Company's various computer platforms, the
assessment and definition of strategies phases have been completed. It is
estimated that 80% of the remediation or replacement phase has been completed
with the balance of this phase expected to be completed by the end of the
second quarter 1999. The testing phase has begun and is expected to be
completed by the end of the third quarter of 1999.

      Approximately 80% of internal application development resources were
committed to Year 2000 remediation efforts in 1997 and 1998. The Company
expects that approximately 70% of its internal application development
resources will be committed to this effort in the first quarter of 1999. The
Company has also utilized contract programmers to identify Year 2000
noncompliance problems and modify code.

      With respect to addressing issues related to non-IT embedded software and
equipment, which principally exists in the Company's four manufacturing plants,
the assessment and definition of strategies phases have been completed.
Approximately 50% of the remediation or replacement phase has been completed
with the balance of this phase expected to be completed by the middle of the
third quarter 1999. Testing is expected to be completed by the end of third
quarter 1999.

      The Company relies on third party suppliers for raw materials, water,
utilities, transportation and other key services. Interruption of supplier
operations due to Year 2000 issues could affect Company operations. We have
initiated efforts to evaluate the status of our most critical suppliers'
progress. This process of evaluating our critical suppliers is scheduled for
completion by mid-1999. Options to reduce the risks of interruption due to
supplier failures include identification of alternate suppliers and
accumulation of inventory to assure production capability, where feasible or
warranted. These activities are intended to provide a means of managing and
mitigating risk, but cannot eliminate the potential for disruption due to third
party failure.

      The Company is also dependent upon its customers for sales and cash flow.
Year 2000 interruptions in our customers' operations could result in reduced
sales, increased inventory or receivable levels and cash flow reductions. While
these events are possible, the Company's customer base is broad enough to
minimize somewhat the effects of a single occurrence. The Company is in the
assessment phase with respect to the evaluation

<PAGE>

                        
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS

of critical customers' progress and is scheduled for completion by mid-1999.

      The Company has begun the process of developing contingency plans for
those areas that are critical to our business. These contingency plans will be
designed to mitigate serious disruptions to our business flow beyond the end of
1999, where possible. The major efforts related to contingency planning will
occur in the first nine months of 1999.

      It is currently estimated that the aggregate cost of the Company's Year
2000 efforts will be approximately $5 million to $6 million, of which
approximately $4 million has been spent to date. These costs are being expensed
as they are incurred and are being funded through operating cash flow. These
costs do not include any costs associated with the implementation of
contingency plans, which are in the process of being developed. The costs
associated with the replacement of computerized systems, hardware or equipment
(currently estimated to be $4 million), substantially all of which would be
capitalized, are not included in the above estimates.

      The Company's Year 2000 program is an ongoing process and the estimates
of costs and completion dates for various components of the program described
above are subject to change.

      The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of
Year 2000 failures will have a material impact on the Company's results of
operations, liquidity or financial condition.


FORWARD-LOOKING STATEMENTS

      This Annual Report to Shareholders, as well as information included in,
or incorporated by reference from, future filings by the Company with the
Securities and Exchange Commission and information contained in written
material, press releases and oral statements issued by or on behalf of the
Company, contains, or may contain, certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such "forward-looking
statements" include information relating to, among other matters, the Company's
future prospects, developments and business strategies for its operations.
These forward-looking statements are identified by their use of terms and
phrases such as "expect", "estimate", "project", "believe" and similar terms
and phrases. Such forward-looking statements are contained in various sections
of this Annual Report. These statements are based on certain assumptions and
analyses made by the Company in light of its experience and perception of
historical trends, current conditions, expected future developments and other
factors they believe are appropriate under the circumstances, and involve risks
and uncertainties that may cause actual future activities and results of
operations to be materially different from that suggested or described in this
Annual Report to Shareholders or in such other documents. These risks include,
but are not limited to (A) risks associated with any changes in the historical
level of marketing funding support which the Company receives from The
Coca-Cola Company, (B) risks associated with interruptions in the Company's
business operations as a result of any failure to adequately correct the Year
2000 computer problem in any systems or equipment of the Company or one of its
major suppliers or customers and (C) other risks detailed from time to time in
the Company's filings with the Securities and Exchange Commission. You are
cautioned that any such statements are not guarantees of future performance.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary from those
expected, estimated or projected.


<PAGE>




ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Coca-Cola Bottling Co.
Consolidated

     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of cash flows and of changes in
shareholders' equity present fairly, in all material respects, the financial
position of Coca-Cola Bottling Co. Consolidated and its subsidiaries ("the
Company") at January 3, 1999 and December 28, 1997, and the results of their
operations and their cash flows for each of the three years in the period ended
January 3, 1999, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.



PricewaterhouseCoopers LLP


Charlotte, North Carolina
February 11, 1999




<PAGE>

                        
                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<S>                                                              <C>           <C>           <C>
                                                                                Fiscal Year
                                                                 ------------------------------------------
In Thousands (Except Per Share Data)                                  1998          1997          1996
--------------------------------------------------------------   ---------          ----          ----
Net sales (includes sales to Piedmont of $69,552,
 $54,155 and $61,565)                                             $928,502      $802,141      $773,763
Cost of sales, excluding depreciation shown below (includes
 $55,800, $42,581 and $51,295 related to sales to Piedmont)        534,919       452,893       435,959
--------------------------------------------------------------   ---------      --------      --------
Gross margin                                                       393,583       349,248       337,804
--------------------------------------------------------------   ---------      --------      --------
Selling expenses, excluding depreciation shown below               207,244       183,125       177,734
General and administrative expenses                                 69,001        56,776        58,793
Depreciation expense                                                36,754        33,672        28,528
Amortization of goodwill and intangibles                            13,294        12,332        12,238
--------------------------------------------------------------   ---------      --------      --------
Income from operations                                              67,290        63,343        60,511
--------------------------------------------------------------   ---------      --------      --------
Interest expense                                                    39,947        37,479        30,379
Other income (expense), net                                         (4,098)       (1,594)       (4,433)
--------------------------------------------------------------   ---------      --------      --------
Income before income taxes                                          23,245        24,270        25,699
Income taxes                                                         8,367         9,004         9,535
--------------------------------------------------------------   ---------      --------      --------
 Net income                                                       $ 14,878      $ 15,266      $ 16,164
--------------------------------------------------------------   ---------      --------      --------
Basic net income per share                                        $   1.78      $   1.82      $   1.74
--------------------------------------------------------------   ---------      --------      --------
Diluted net income per share                                      $   1.75      $   1.79      $   1.73
--------------------------------------------------------------   ---------      --------      --------
Weighted average number of common shares outstanding                 8,365         8,407         9,280
Weighted average number of common shares
 outstanding - assuming dilution                                     8,495         8,509         9,330
--------------------------------------------------------------   ---------      --------      --------
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                       23

<PAGE>

                        
 
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<S>                                                                     <C>           <C>
ASSETS
                                                                         Jan. 3,      Dec. 28,
In Thousands (Except Share Data)                                          1999          1997
---------------------------------------------------------------------   --------      --------
Current assets:
Cash                                                                      $ 6,691     $  4,427
Accounts receivable, trade, less allowance for
 doubtful accounts of $600 and $513                                        57,217       55,258
Accounts receivable from The Coca-Cola Company                             10,091        4,690
Due from Piedmont Coca-Cola Bottling Partnership                                         2,009
Accounts receivable, other                                                  7,997        8,776
Inventories                                                                41,010       38,738
Prepaid expenses and other current assets                                  15,545       12,674
---------------------------------------------------------------------   ---------     --------
 Total current assets                                                     138,551      126,572
---------------------------------------------------------------------   ---------     --------
Property, plant and equipment, net                                        258,329      250,904
Investment in Piedmont Coca-Cola Bottling Partnership                      62,847       63,326
Other assets                                                               51,576       43,138
Identifiable intangible assets, less accumulated
 amortization of $116,015 and $105,334                                    253,156      231,034
Excess of cost over fair value of net assets of businesses acquired,
 less accumulated amortization of $30,850 and $28,560                      60,769       63,059
---------------------------------------------------------------------   ---------     --------
 Total                                                                   $825,228     $778,033
---------------------------------------------------------------------   ---------     --------
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                       24

<PAGE>

                         

                                     
<TABLE>
<S>                                                                            <C>            <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
 
                                                                                Jan. 3,       Dec. 28,
                                                                                 1999           1997
----------------------------------------------------------------------------   --------       --------
Current liabilities:
Portion of long-term debt payable within one year                                $ 30,115      $ 12,000
Accounts payable and accrued liabilities                                           72,623        71,583
Accounts payable to The Coca-Cola Company                                           5,194         4,108
Due to Piedmont Coca-Cola Bottling Partnership                                        435
Accrued compensation                                                               10,239         5,075
Accrued interest payable                                                           15,325        14,038
----------------------------------------------------------------------------   ----------     ---------
  Total current liabilities                                                       133,931       106,804
----------------------------------------------------------------------------   ----------     ---------
Deferred income taxes                                                             120,659       111,594
Deferred credits                                                                    4,838         7,139
Other liabilities                                                                  58,780        49,434
Long-term debt                                                                    491,234       493,789
----------------------------------------------------------------------------   ----------     ---------
  Total liabilities                                                               809,442       768,760
----------------------------------------------------------------------------   ----------     ---------
Shareholders' Equity:
Convertible Preferred Stock, $100 par value:
  Authorized - 50,000 shares; Issued - None
Nonconvertible Preferred Stock, $100 par value:
  Authorized - 50,000 shares; Issued - None
Preferred Stock, $.01 par value:
  Authorized - 20,000,000 shares; Issued - None
Common Stock, $1 par value:
  Authorized - 30,000,000 shares; Issued - 9,086,113 and 10,107,421 shares          9,086        10,107
Class B Common Stock, $1 par value:
  Authorized - 10,000,000 shares; Issued - 2,969,222 and 1,947,914 shares           2,969         1,948
Class C Common Stock, $1 par value:
  Authorized - 20,000,000 shares; Issued - None
Capital in excess of par value                                                     94,709       103,074
Accumulated deficit                                                               (29,724)      (44,602)
----------------------------------------------------------------------------   ----------     ---------
                                                                                   77,040        70,527
                                                                               ----------     ---------
Less -- Treasury stock, at cost:
  Common - 3,062,374 shares                                                        60,845        60,845
  Class B Common - 628,114 shares                                                     409           409
----------------------------------------------------------------------------   ----------     ---------
  Total shareholders' equity                                                       15,786         9,273
----------------------------------------------------------------------------   ----------     ---------
  Total                                                                          $825,228      $778,033
----------------------------------------------------------------------------   ----------     ---------
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                       25

<PAGE>

                         
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<S>                                                                                  <C>            <C>             <C>
                                                                                                      Fiscal Year
                                                                                     ---------------------------------------------
In Thousands                                                                           1998            1997           1996
----------------------------------------------------------------------------------   -------        --------        --------
Cash Flows from Operating Activities
Net income                                                                            $  14,878      $   15,266      $  16,164
Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation expense                                                                  36,754          33,672         28,528
   Amortization of goodwill and intangibles                                              13,294          12,332         12,238
   Deferred income taxes                                                                  8,367           2,567          8,782
   Losses on sale of property, plant and equipment                                        2,586           1,433          1,810
   Amortization of debt costs                                                               595             627            540
   Amortization of deferred gain related to terminated interest rate swaps                 (563)
   Undistributed loss of Piedmont Coca-Cola Bottling Partnership                            479           1,136          1,162
   (Increase) decrease in current assets less current liabilities                           132             733        (43,632)
   Increase in other noncurrent assets                                                   (9,127)         (7,953)          (994)
   Increase in other noncurrent liabilities                                               2,180           5,784         18,597
   Other                                                                                     79           3,071             12
----------------------------------------------------------------------------------   ----------     -----------     ----------
Total adjustments                                                                        54,776          53,402         27,043
----------------------------------------------------------------------------------   ----------     -----------     ----------
Net cash provided by operating activities                                                69,654          68,668         43,207
----------------------------------------------------------------------------------   ----------     -----------     ----------
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt                                                             54,561         19,557
Increase (decrease) in current portion of long-term debt                                 18,115          11,895            (15)
Payments on long-term debt                                                               (2,555)           (226)
Purchase of Common Stock                                                                                (20,001)       (23,607)
Cash dividends paid                                                                      (8,365)         (8,365)        (9,294)
Proceeds from interest rate swap termination                                              6,480
Debt fees paid                                                                             (102)         (1,226)          (125)
Other                                                                                      (390)         (1,020)          (593)
----------------------------------------------------------------------------------   ----------     -----------     ----------
Net cash provided by (used in) financing activities                                      13,183          35,618        (14,077)
----------------------------------------------------------------------------------   ----------     -----------     ----------
Cash Flows from Investing Activities
Additions to property, plant and equipment                                              (46,822)       (100,105)       (29,990)
Proceeds from the sale of property, plant and equipment                                   1,255           1,223          1,367
Acquisitions of companies, net of cash acquired                                         (35,006)         (3,918)
----------------------------------------------------------------------------------   ----------     -----------     ----------
Net cash used in investing activities                                                   (80,573)       (102,800)       (28,623)
----------------------------------------------------------------------------------   ----------     -----------     ----------
Net increase in cash                                                                      2,264           1,486            507
----------------------------------------------------------------------------------   ----------     -----------     ----------
Cash at beginning of year                                                                 4,427           2,941          2,434
----------------------------------------------------------------------------------   ----------     -----------     ----------
Cash at end of year                                                                   $   6,691      $    4,427      $   2,941
----------------------------------------------------------------------------------   ----------     -----------     ----------
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                       26

<PAGE>

                         
                                      
                       CONSOLIDATED STATEMENTS OF CHANGES
                            IN SHAREHOLDERS' EQUITY


<TABLE>
<S>                                    <C>         <C>         <C>          <C>           <C>          <C>
                                                                                           Minimum
                                                   Class B     Capital in                  Pension
                                        Common      Common      Excess of    Accumulated   Liability    Treasury
In Thousands                             Stock       Stock      Par Value      Deficit     Adjustment     Stock
------------------------------------------------------------------------------------------------------------------
Balance on December 31, 1995            $ 10,090    $ 1,965    $ 120,733    $   (76,032)  $     (138)   $  17,646
Net income                                                                       16,164
Cash dividends paid                                              (9,294)
Minimum pension liability adjustment                                                              34
Purchase of Common Stock                                                                                   23,607
Exchange of Class B Common
 Stock for Common Stock                       17        (17)
------------------------------------------------------------------------------------------------------------------
Balance on December 29, 1996              10,107      1,948     111,439         (59,868)        (104)      41,253
Net income                                                                       15,266
Cash dividends paid                                              (8,365)
Purchase of Common Stock                                                                                   20,001
Minimum pension liability adjustment                                                             104
------------------------------------------------------------------------------------------------------------------
Balance on December 28, 1997              10,107      1,948     103,074         (44,602)           0       61,254
Net income                                                                       14,878
Cash dividends paid                                              (8,365)
Exchange of Common Stock
 for  Class B Common Stock                (1,021)     1,021
------------------------------------------------------------------------------------------------------------------
Balance on January 3, 1999              $  9,086    $ 2,969    $ 94,709     $   (29,724)  $        0    $  61,254
------------------------------------------------------------------------------------------------------------------
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements.

                                       27

<PAGE>

                         

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies
     Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of carbonated and noncarbonated
beverages, primarily products of The Coca-Cola Company. The Company operates in
portions of 12 states, principally in the southeastern region of the United
States.

     The consolidated financial statements include the accounts of the Company
and its majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. Acquisitions recorded as purchases are
included in the statement of operations from the date of acquisition.

     The fiscal years presented are the 53-week period ended January 3, 1999
and the 52-week periods ended December 28, 1997 and December 29, 1996. The
Company's fiscal year ends on the Sunday closest to December 31.

     Certain prior year amounts have been reclassified to conform to current
year classifications.

     The Company's more significant accounting policies are as follows:


Cash and Cash Equivalents

     Cash and cash equivalents include cash on hand, cash in banks and cash
equivalents, which are highly liquid debt instruments with maturities of less
than 90 days.


Inventories

     Inventories are stated at the lower of cost, primarily determined on the
last-in, first-out method ("LIFO"), or market.


Property, Plant and Equipment

     Property, plant and equipment are recorded at cost and depreciated using
the straight-line method over the estimated useful lives of the assets.
Additions and major replacements or betterments are added to the assets at
cost. Maintenance and repair costs and minor replacements are charged to
expense when incurred. When assets are replaced or otherwise disposed of, the
cost and accumulated depreciation are removed from the accounts, and the gains
or losses, if any, are reflected in income.


Investment in Piedmont Coca-Cola Bottling Partnership

     The Company beneficially owns a 50% interest in Piedmont Coca-Cola
Bottling Partnership ("Piedmont"). The Company accounts for its interest in
Piedmont using the equity method of accounting.

     With respect to Piedmont, sales of soft drink products at cost, management
fee revenue and the Company's share of Piedmont's results from operations are
included in "Net sales." See Note 2 and Note 13 for additional information.


Income Taxes

     The Company provides deferred income taxes for the tax effects of
temporary differences between the financial reporting and income tax bases of
the Company's assets and liabilities.


Benefit Plans

     The Company has a noncontributory pension plan covering substantially all
nonunion employees and one noncontributory pension plan covering certain union
employees. Costs of the plans are charged to current operations and consist of
several components of net periodic pension cost based on various actuarial
assumptions regarding future experience of the plans. In addition, certain
other union employees are covered by plans provided by their respective union
organizations. The Company expenses amounts as paid in accordance with union
agreements. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service.


                                       28

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Amounts recorded for benefit plans reflect estimates related to future
interest rates, investment returns, employee turnover, wage increases and
health care costs. The Company reviews all assumptions and estimates on an
ongoing basis.

     Effective January 3, 1999, the Company adopted SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits". The provisions
of SFAS No. 132 revise employers' disclosures about pensions and other
postretirement benefit plans. It does not change the measurement or recognition
of amounts under these plans. See Note 12 for additional information.


Intangible Assets and Excess of Cost Over Fair Value of Net Assets of
Businesses Acquired

     Identifiable intangible assets resulting from the acquisition of Coca-Cola
bottling franchises are being amortized on a straight-line basis over periods
ranging from 17 to 40 years. The excess of cost over fair value of net assets
of businesses acquired is being amortized on a straight-line basis over 40
years.

     The Company continually monitors conditions that may affect the carrying
value of its intangible assets. When conditions indicate potential impairment
of an intangible asset, the Company will undertake necessary market studies and
reevaluate projected future cash flows associated with the intangible asset.
When projected future cash flows, not discounted for the time value of money,
are less than the carrying value of the intangible asset, the impaired asset is
written down to its net realizable value.


Net Income Per Share

     In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS
128"). SFAS 128 requires disclosure in annual financial statements for periods
ending after December 15, 1997 of basic earnings per share ("EPS") and diluted
EPS. Basic EPS excludes dilution and is computed by dividing net income
available for common shareholders by the weighted average number of Common and
Class B Common shares outstanding. Diluted EPS gives effect to all securities
representing potential common shares that were dilutive and outstanding during
the period. In the calculation of diluted EPS, the denominator includes the
number of additional common shares that would have been outstanding if the
Company's outstanding stock options had been exercised.


Derivative Financial Instruments

     The Company uses financial instruments to manage its exposure to movements
in interest rates. The use of these financial instruments modifies the exposure
of these risks with the intent to reduce the risk to the Company. The Company
does not use financial instruments for trading purposes, nor does it use
leveraged financial instruments.

     Deferred gains or losses on interest rate swap terminations are amortized
over the lives of the initial agreements as an adjustment to interest expense.
Amounts receivable or payable under interest rate swap agreements are included
in other assets or other liabilities. Amounts paid or received under interest
rate swap agreements during their lives are recorded as adjustments to interest
expense.

     Premiums paid for interest rate cap agreements are amortized to interest
expense over the terms of the agreements. Amounts receivable or payable under
interest rate cap agreements are included in other assets or other liabilities.
 


Insurance Programs

     In general, the Company is self-insured for costs of workers'
compensation, casualty and health claims. The Company uses commercial insurance
for casualty, workers' compensation and health claims as a risk reduction
strategy to minimize catastrophic losses. Workers' compensation and casualty
losses are provided for using actuarial assumptions and procedures followed in
the insurance industry, adjusted for company-specific history and expectations.
 


                                       29

<PAGE>

                         

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies (continued)

Marketing Costs and Support Arrangements

     The Company directs various advertising and marketing programs supported
by The Coca-Cola Company or other franchisers. Under these programs, certain
costs incurred by the Company are reimbursed by the applicable franchiser.
Franchiser funding is recognized when performance measures are met or as funded
costs are incurred.


2. Investment in Piedmont Coca-Cola Bottling Partnership

     On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market soft drink products primarily in certain portions of
North Carolina and South Carolina. The Company and The Coca-Cola Company,
through their respective subsidiaries, each beneficially own a 50% interest in
Piedmont. The Company provides a portion of the soft drink products for
Piedmont at cost and receives a fee for managing the operations of Piedmont
pursuant to a management agreement.

     Subsidiaries of the Company made an initial capital contribution to
Piedmont of $70 million in the aggregate. The capital contribution made by such
subsidiaries was composed of approximately $21.7 million in cash and of
bottling operations and certain assets used in connection with the Company's
Wilson, North Carolina and Greenville and Beaufort, South Carolina territories.
The cash contributed to Piedmont by the Company's subsidiaries was provided
from the Company's available credit facilities. The Company sold other
territories to Piedmont for an aggregate purchase price of approximately $118
million. Assets were sold or contributed at their approximate carrying values.
Proceeds from the sale of territories to Piedmont, net of the Company's cash
contribution, totaled approximately $96 million and were used to reduce the
Company's long-term debt.

     Summarized financial information for Piedmont is as follows:


<TABLE>
<S>                                        <C>           <C>
                                            Jan. 3,      Dec. 28,
In Thousands                                 1999          1997
----------------------------------------   --------      --------
Current assets                               $30,350     $ 27,088
Noncurrent assets                            336,505      340,555
----------------------------------------   ---------     --------
Total assets                               $366,855      $367,643
----------------------------------------   ---------     --------
Current liabilities                        $ 14,705      $ 16,147
Noncurrent liabilities                      226,456       224,844
----------------------------------------   ---------     --------
Total liabilities                           241,161       240,991
Partners' equity                            125,694       126,652
----------------------------------------   ---------     --------
Total liabilities and partners' equity     $366,855      $367,643
----------------------------------------   ---------     --------
Company's equity investment                $ 62,847      $ 63,326
----------------------------------------   ---------     --------
</TABLE>


<TABLE>
<S>                          <C>           <C>           <C>
                                            Fiscal Year
                             ------------------------------------------
In Thousands                   1998          1997          1996
--------------------------   --------      --------      --------
Net sales                     $269,312      $237,964      $223,834
Cost of sales                  151,480       134,344       129,059
--------------------------   ---------     ---------     ---------
Gross margin                   117,832       103,620        94,775
Income from operations          11,974         9,606         6,533
Net loss                      $   (958)     $ (2,272)     $ (2,324)
--------------------------   ---------     ---------     ---------
Company's equity in loss      $   (479)     $ (1,136)     $ (1,162)
--------------------------   ---------     ---------     ---------
</TABLE>

                                       30

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Inventories

     Inventories are summarized as follows:


<TABLE>
<S>                           <C>          <C>
                              Jan. 3,      Dec. 28,
In Thousands                    1999         1997
---------------------------   -------      -------
Finished products             $26,300      $21,542
Manufacturing materials        10,382       14,171
Plastic pallets and other       4,328        3,025
---------------------------   -------      -------
Total inventories             $41,010      $38,738
---------------------------   -------      -------
</TABLE>

     Substantially all merchandise inventories are valued by the LIFO method.
The amounts included above for inventories valued by the LIFO method were
greater than replacement or current cost by approximately $3.2 million and $2.8
million on January 3, 1999 and December 28, 1997, respectively, as a result of
inventory premiums associated with certain acquisitions.


4. Property, Plant and Equipment

     The principal categories and estimated useful lives of property, plant and
equipment were as follows:


<TABLE>
<S>                                              <C>           <C>           <C>
                                                  Jan. 3,      Dec. 28,       Estimated
In Thousands                                       1999          1997        Useful Lives
----------------------------------------------   --------      --------      -------------
Land                                               $11,781     $  9,672
Buildings                                           81,527       79,394       10-50 years
Machinery and equipment                             84,047       79,546        5-20 years
Transportation equipment                            60,620       56,136        4-10 years
Furniture and fixtures                              26,395       24,880        7-10 years
Vending equipment                                  152,163      144,916        6-13 years
Leasehold and land improvements                     33,894       30,185        5-20 years
Construction in progress                             4,532        1,941
----------------------------------------------   ---------     --------
Total property, plant and equipment, at cost       454,959      426,670
Less: Accumulated depreciation                     196,630      175,766
----------------------------------------------   ---------     --------
Property, plant and equipment, net               $258,329      $250,904
----------------------------------------------   ---------     --------
</TABLE>

     On January 15, 1999, the Company purchased approximately $155 million of
equipment (principally vehicles and vending equipment) previously leased under
various operating lease agreements. The assets purchased will continue to be
used in the distribution and sale of the Company's products and will be
depreciated over their remaining useful lives, which range from three years to
12.5 years. The Company used a combination of its revolving credit facility and
its informal lines of credit with certain banks to finance this purchase.


                                       31

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Identifiable Intangible Assets

     The principal categories and estimated useful lives of identifiable
intangible assets, net of accumulated amortization, were as follows:


<TABLE>
<S>                                      <C>           <C>           <C>
                                          Jan. 3,      Dec. 28,       Estimated
In Thousands                               1999          1997        Useful Lives
--------------------------------------   --------      --------      -------------
Franchise rights                         $232,334      $206,875          40 years
Customer lists                             17,212        19,941       17-23 years
Advertising savings                         3,224         3,737       17-23 years
Other                                         386           481       17-18 years
--------------------------------------   --------      --------      -------------
Total identifiable intangible assets     $253,156      $231,034
--------------------------------------   --------      --------
</TABLE>

6. Long-Term Debt

     Long-term debt is summarized as follows:


<TABLE>
<S>                     <C>          <C>             <C>             <C>               <C>           <C>
                                                     Fixed(F) or
                                       Interest      Variable(V)         Interest       Jan. 3,      Dec. 28,
In Thousands            Maturity         Rate            Rate              Paid          1999          1997
---------------------   ----           -----         -------------   ---------------   --------      --------
Lines of Credit           2002          5.45%-            V               Varies         $36,400     $ 10,300
                                        7.45%
Term Loan Agreement       2004          6.39%             V               Varies          85,000       85,000
Term Loan Agreement       2005          6.39%             V               Varies          85,000       85,000
Medium-Term Notes         1998          6.62%             V             Quarterly                      10,000
Medium-Term Notes         1998         10.05%             F           Semi-annually                     2,000
Medium-Term Notes         1999          7.99%             F           Semi-annually       28,585       28,585
Medium-Term Notes         2000         10.00%             F           Semi-annually       25,500       25,500
Medium-Term Notes         2002          8.56%             F           Semi-annually       47,000       47,000
Debentures                2007          6.85%             F           Semi-annually      100,000      100,000
Debentures                2009          7.20%             F           Semi-annually      100,000      100,000
Other notes payable       1999-         6.50%-            F               Varies          13,864       12,404
                          2001         10.00%
                        -------------------------------------------------------------------------------------
                                                                                         521,349      505,789
Less: Portion of long-term debt payable within one year                                   30,115       12,000
-------------------------------------------------------                                ---------     --------
Long-term debt                                                                         $491,234      $493,789
---------------------                                                                  ---------     --------
</TABLE>

                                       32

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The principal maturities of long-term debt outstanding on January 3, 1999
were as follows:


<TABLE>
<S>                      <C>
In Thousands
----------------------------------
1999                      $ 30,115
----------------------------------
2000                        27,651
----------------------------------
2001                        10,183
----------------------------------
2002                        83,400
----------------------------------
2003                            --
----------------------------------
Thereafter                 370,000
----------------------------------
Total long-term debt      $521,349
----------------------------------
</TABLE>

     In December 1997, the Company extended the maturity date of the revolving
credit agreement, totaling $170 million, to December 2002. The agreement
contains several covenants which establish ratio requirements related to debt,
interest expense and cash flow. A facility fee of 1/8% per year on the banks'
commitment is payable quarterly. There was no outstanding balance under this
facility as of January 3, 1999.

     The Company borrows from time to time under informal lines of credit from
various banks. On January 3, 1999, the Company had approximately $210 million
of credit available under these lines, of which $36.4 million was outstanding.
Loans under these lines are made at the sole discretion of the banks at rates
negotiated at the time of borrowing. It is the Company's intent to renew such
borrowings as they mature. To the extent that these borrowings and the
borrowings under the revolving credit facility described above do not exceed
the amount available under the Company's $170 million revolving credit
facility, they are classified as noncurrent liabilities.

     On November 20, 1995, the Company entered into a $170 million term loan
agreement with $85 million maturing in November 2002 and $85 million maturing
in November 2003. This loan was used to repay two $60 million loans and other
bank debt. This agreement was amended in July 1997 to extend the loan maturity
dates to July 2004 and July 2005, respectively.

     On October 12, 1994, a $400 million shelf registration for debt and equity
securities filed with the Securities and Exchange Commission became effective
and the securities thereunder became available for issuance. On July 7, 1997
the Company issued $100 million of 7.20% debentures due in 2009. The net
proceeds from this issuance were used principally for refinancing existing
indebtedness with the remainder used to repay other bank debt. On November 1,
1995, the Company issued $100 million of 6.85% debentures due 2007 pursuant to
such registration. The net proceeds from this issuance were used to repurchase
$87 million of the Company's Medium-Term Notes with the remainder used to repay
other bank debt.

     On January 22, 1999, the Company filed a new $800 million shelf
registration for debt and equity securities (which includes $200 million of
unused availability from the prior shelf registration). The Company has not
issued any securities under this shelf registration. The Company expects to use
the proceeds from any future offerings under this registration for general
corporate purposes, including repayment of debt, future acquisitions, capital
expenditures and/or working capital.

     Prior to 1997, the Company had an arrangement under which it had the right
to sell an undivided interest in a designated pool of trade accounts receivable
for up to a maximum of $40 million. This arrangement was suspended during the
fourth quarter of 1996. The discount on sales of trade accounts receivable was
$1.7 million in 1996, and is included in "other income (expense), net."

     After taking into account all of the interest rate hedging activities, the
Company has a weighted average interest rate of 7.3% for the debt portfolio as
of January 3, 1999 compared to 7.1% at December 28, 1997, respectively. The
Company's overall weighted average borrowing rate on its long-term debt was
7.1%, 7.0% and 7.1% for 1998, 1997 and 1996, respectively.

     As of January 3, 1999, after taking into account all of the interest rate
hedging activities, approximately $121.5 million or 23.3% of the total debt
portfolio was subject to changes in short-term interest rates.


                                       33

<PAGE>

                        
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Long-Term Debt (continued)

     If average interest rates for the Company's debt portfolio increased by
1%, annual interest expense would have increased by approximately $1.9 million
and net income for the year ended January 3, 1999 would have been reduced by
approximately $1.2 million.


7. Derivative Financial Instruments

     The Company uses interest rate hedging products to modify risk from
interest rate fluctuations in its underlying debt. The Company has historically
used derivative financial instruments from time to time to achieve a targeted
fixed/floating rate mix. This target is based upon anticipated operating cash
flows of the Company relative to its debt level and the Company's ability to
absorb increases in interest rates.

     The Company does not use derivative financial instruments for trading or
other speculative purposes nor does it use leveraged financial instruments. All
of the Company's outstanding interest rate swap agreements are LIBOR-based.

     Derivative financial instruments are summarized as follows:


<TABLE>
<S>                              <C>          <C>            <C>          <C>
                                      January 3, 1999             December 28, 1997
                                 -------------------------   ---------------------------
                                               Remaining                   Remaining
In Thousands                      Amount         Term         Amount         Term
------------------------------   -------      ------------   -------      -----------
Interest rate swaps-floating      $60,000     4.75 years      $ 60,000    5.75 years
Interest rate swaps-floating                                   100,000    11.5 years
Interest rate swaps-fixed          60,000     4.75 years        60,000    5.75 years
Interest rate swaps-fixed          50,000        6 years
Interest rate cap                  35,000      1.5 years        35,000     2.5 years
</TABLE>

     The Company had four interest rate swaps with a notional amount of $170
million at January 3, 1999, compared to $220 million as of December 28, 1997.
There was one new interest rate swap transaction during 1998. In October 1997,
the Company added a $35 million interest rate cap with a strike rate of 7%. The
counterparties to these contractual arrangements are a group of major financial
institutions with which the Company also has other financial relationships. The
Company is exposed to credit loss in the event of nonperformance by these
counterparties. However, the Company does not anticipate nonperformance by the
other parties.

     In January 1998, the Company terminated two interest rate swaps with a
total notional amount of $100 million. The gain of $6.5 million resulting from
this termination (which is recorded in "other liabilities") will be amortized
over 11.5 years, the remaining term of the initial swap agreement.


8. Fair Values of Financial Instruments

     The following methods and assumptions were used by the Company in
estimating the fair values of its financial instruments:


Public Debt

     The fair values of the Company's public debt are based on estimated market
prices.


Non-Public Variable Rate Long-Term Debt

     The carrying amounts of the Company's variable rate borrowings approximate
their fair values.


Non-Public Fixed Rate Long-Term Debt

     The fair values of the Company's fixed rate long-term borrowings are
estimated using discounted cash flow analyses based on the Company's current
incremental borrowing rates for similar types of borrowing arrangements.


                                       34

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Derivative Financial Instruments

     Fair values for the Company's interest rate swaps are based on current
settlement values. The carrying amounts and fair values of the Company's
balance sheet and off-balance-sheet instruments were as follows:


<TABLE>
<S>                                          <C>           <C>           <C>           <C>
                                                 January 3, 1999            December 28, 1997
                                             -------------------------   ------------------------
                                              Carrying       Fair         Carrying       Fair
In Thousands                                   Amount        Value         Amount        Value
--------------------------------------------------------------------------------------------------
Balance Sheet Instruments
 Public debt                                  $ 301,085     $312,118      $ 313,085     $327,486
 Non-public variable rate long-term debt        206,400      206,400        180,300      180,300
 Non-public fixed rate long-term debt            13,864       14,476         12,404       13,297
Off-Balance-Sheet Instruments
 Interest rate swaps                                          (2,030)                      1,854
 Interest rate cap                                                10                          80
</TABLE>

     The fair values of the interest rate swaps at January 3, 1999 represent
the estimated amounts the Company would have had to pay to terminate these
agreements. The fair values of the interest rate swaps at December 28, 1997 and
the fair values of the interest rate cap at January 3, 1999 and December 28,
1997 represent the estimated amounts the Company would have received upon
termination of these agreements.


9. Commitments and Contingencies

     Operating lease payments are charged to expense as incurred. Such rental
expenses included in the consolidated statements of operations were $28.9
million, $23.0 million and $27.0 million for 1998, 1997 and 1996, respectively.
 

     The following is a summary of future minimum lease payments for all
operating leases as of January 3, 1999:


<TABLE>
<S>                              <C>
In Thousands
------------------------------
1999                              $ 29,464
------------------------------    
2000                                26,223
------------------------------    
2001                                23,086
------------------------------    
2002                                20,623
------------------------------    
2003                                14,749
------------------------------    
Thereafter                          29,910
------------------------------    --------
Total minimum lease payments      $144,055
------------------------------    --------
</TABLE>

     On January 15, 1999, the Company purchased approximately $155 million of
equipment (principally vehicles and vending equipment) previously leased under
various operating lease agreements. The cost of the equipment purchased
approximated its guaranteed residual value as of January 3, 1999. The assets
purchased will continue to be used in the distribution and sale of the
Company's products.

     The Company is a member of a cooperative from which it is obligated to
purchase a specified number of cases of finished product on an annual basis.
The current annual purchase commitment under this agreement is approximately
$40 million.

     The Company guarantees a portion of the debt for one cooperative from
which the Company purchases plastic bottles. The Company also guarantees a
portion of debt for South Atlantic Canners, Inc., a manufacturing cooperative
that is being managed by


                                       35

<PAGE>
                         
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Commitments and Contingencies (continued)

the Company. See Note 13 to the consolidated financial statements for
additional information concerning these financial guarantees. The total debt
guarantees on January 3, 1999 and December 28, 1997 were $30.7 million and
$31.1 million, respectively.

     The Company has entered into purchase agreements for aluminum cans on an
annual basis through 2000 and 2001. The annual purchase commitment under these
agreements for 1999 is approximately $80 million.

     The Company is involved in various claims and legal proceedings which have
arisen in the ordinary course of its business. The Company believes that the
ultimate disposition of these claims will not have a material adverse effect on
the financial condition, cash flows or results of operations of the Company.


10. Income Taxes

     The provision for income taxes on income before income taxes consisted of
the following:


<TABLE>
<S>                                                  <C>        <C>         <C>
                                                                 Fiscal Year
                                                     -------------------------------
In Thousands                                          1998       1997        1996
--------------------------------------------------   ------     ------      ------
Current:
 Federal                                              $   --     $6,437       $  753
--------------------------------------------------   -------    -------     --------
Total current provision                                   --      6,437          753
--------------------------------------------------   -------    -------     --------
Deferred:
 Federal                                               6,378      1,346        6,798
 State                                                 1,989      1,282        2,009
 Expense of minimum pension liability adjustment                    (61)         (25)
--------------------------------------------------   -------    -------     --------
Total deferred provision                               8,367      2,567        8,782
--------------------------------------------------   -------    -------     --------
Income tax expense                                    $8,367     $9,004       $9,535
--------------------------------------------------   -------    -------     --------
</TABLE>

     Deferred income taxes are recorded based upon differences between the
financial statement and tax bases of assets and liabilities and available tax
credit carry forwards. Temporary differences and carryforwards that comprised
deferred income tax assets and liabilities were as follows:


<TABLE>
<S>                                       <C>            <C>
                                           Jan. 3,       Dec. 28,
In Thousands                                1999           1997
---------------------------------------   --------       --------
Intangible assets                           $ 93,292      $ 96,477
Depreciation                                  17,627        31,002
Investment in Piedmont                        23,931        22,761
Lease obligations                             47,483
Other                                         22,479        15,471
---------------------------------------   ----------     ---------
Gross deferred income tax liabilities        204,812       165,711
---------------------------------------   ----------     ---------
Net operating loss carryforwards            (25,461)       (20,087)
Leased assets                               (22,385)
AMT Credit                                   (9,978)
Other                                       (33,181)       (40,184)
---------------------------------------   ----------     ---------
Gross deferred income tax assets            (91,005)       (60,271)
---------------------------------------   ----------     ---------
Deferred income tax liability              $113,807       $105,440
---------------------------------------   ----------     ---------
</TABLE>

                                       36
<PAGE>

                        
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Net current deferred tax assets of $6.9 million and $6.2 million were
included in prepaid expenses and other current assets on January 3, 1999 and
December 28, 1997, respectively.

     Reported income tax expense is reconciled to the amount computed on the
basis of income before income taxes at the statutory rate as follows:


<TABLE>
<S>                                                  <C>         <C>         <C>
                                                                 Fiscal Year
                                                     ------------------------------------
In Thousands                                          1998        1997        1996
--------------------------------------------------   ------      ------      ------
Statutory expense                                     $8,135      $8,495      $8,994
Amortization of franchise and goodwill assets            369         364         364
State income taxes, net of federal benefit               463         696         618
Cash surrender value of officers' life insurance        (565)         16         144
Postretirement benefits                                 (762)       (762)       (762)
Meals and entertainment                                  271         372         306
Lease inclusion related to fleet                          22          18          12
Other                                                    434        (195)       (141)
--------------------------------------------------   -------     -------     -------
Income tax expense                                    $8,367      $9,004      $9,535
--------------------------------------------------   -------     -------     -------
</TABLE>

     The Company had $3.5 million of investment tax credits available to reduce
future income tax payments for federal income tax purposes on January 3, 1999.
These credits expire in varying amounts through 2001.

     On January 3, 1999, the Company had $62 million and $80 million of federal
and state net operating losses, respectively, available to reduce future income
taxes. The net operating loss carryforwards expire in varying amounts through
2008.


11. Capital Transactions

     Shareholders with Class B Common Stock are entitled to 20 votes per share
compared to one vote per share on the Common Stock. Dividends on the Class B
Common Stock are permitted to equal, but not exceed, dividends on the Common
Stock.

     The Company repurchased 929,440 shares of its Common Stock for $43.6
million in a series of transactions between December 1996 and February 1997.
The share repurchases included repurchase of 275,490 shares of Common Stock for
approximately $13.1 million from The Coca-Cola Company under a contractual
arrangement to maintain The Coca-Cola Company's equity ownership at a
prescribed level.

     On March 8, 1989, the Company granted J. Frank Harrison, Jr. an option for
the purchase of 100,000 shares of Common Stock exercisable at the closing
market price of the stock on the day of grant. The closing market price of the
stock on March 8, 1989 was $27.00 per share. The option is exercisable, in
whole or in part, at any time at the election of Mr. Harrison, Jr. over a
period of 15 years from the date of grant. This option has not been exercised
with respect to any such shares.

     On August 9, 1989, the Company granted J. Frank Harrison, III an option
for the purchase of 150,000 shares of Common Stock exercisable at the closing
market price of the stock on the day of grant. The closing market price of the
stock on August 9, 1989 was $29.75 per share. The option may be exercised, in
whole or in part, during a period of 15 years beginning on the date of grant.
This option has not been exercised with respect to any such shares.

     Effective November 23, 1998, J. Frank Harrison, Jr. exchanged 792,796
shares of the Company's Common Stock for 792,796 shares of Class B Common Stock
in a transaction previously approved by the Company's Board of Directors (the
"Harrison Exchange"). Mr. Harrison already owned the shares of Common Stock
used to make this exchange. This exchange took place in connection with a
series of simultaneous transactions related to Mr. Harrison Jr.'s personal
estate planning, the net effect of which was to transfer the entire ownership
interest in the Company previously held by Mr. Harrison and certain Harrison
family trusts into three Harrison

                                       37

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Capital Transactions (continued)

family limited partnerships. J. Frank Harrison, Jr., in his capacity of Manager
for J. Frank Harrison Family, LLC (the general partner of the three family
limited partnerships), exercises sole voting and investment power with respect
to the shares of the Company's Common Stock and Class B Common Stock held by
the family limited partnerships.

     Pursuant to a Stock Rights and Restriction Agreement dated January 27,
1989, between the Company and The Coca-Cola Company, in the event that the
Company issues new shares of Class B Common Stock upon the exchange or
exercise of any security, warrant or option of the Company which results in The
Coca-Cola Company owning less than 20% of the outstanding shares of Class B
Common Stock and less than 20% of the total votes of all outstanding shares of
all classes of the Company, The Coca-Cola Company has the right, under the
Stock Rights and Restrictions Agreement, to exchange shares of Common Stock for
shares of Class B Common Stock in order to maintain its ownership of 20% of the
outstanding shares of Class B Common Stock and 20% of the total votes of all
outstanding shares of all classes of the Company. Under the Stock Rights and
Restrictions Agreement, The Coca-Cola Company also has a preemptive right to
purchase a percentage of any newly issued shares of any class as necessary to
allow it to maintain ownership of both 29.67% of the outstanding shares of
Common Stock of all classes and 22.59% of the total votes of all outstanding
shares of all classes. Effective November 23, 1998, in connection with the
Harrison Exchange and the related Harrison family limited partnership
transactions, The Coca-Cola Company, in the exercise of its rights under the
Stock Rights and Restrictions Agreement, exchanged 228,512 shares of the
Company's Common Stock which it held for 228,512 shares of the Company's Class
B Common Stock.


12. Benefit Plans

     Retirement benefits under the Company's principal pension plan are based
on the employee's length of service, average compensation over the five
consecutive years which gives the highest average compensation and the average
of the Social Security taxable wage base during the 35-year period before a
participant reaches Social Security retirement age. Contributions to the plan
are based on the projected unit credit actuarial funding method and are limited
to the amounts that are currently deductible for tax purposes.

     The following tables set forth a reconciliation of the beginning and
ending balances of the projected benefit obligation, a reconciliation of
beginning and ending balances of the fair value of plan assets and funded
status of the two Company-sponsored pension plans:


                                       38

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<S>                                                   <C>           <C>
                                                             Fiscal Year
                                                      -----------------------
In Thousands                                             1998          1997
---------------------------------------------------   --------      --------
Projected benefit obligation at beginning of year      $67,001       $56,212
Service cost                                             2,586         2,158
Interest cost                                            4,934         4,543
Actuarial loss                                          10,763         6,557
Benefits paid                                           (2,515)       (2,469)
Changes in plan provisions                                 129
---------------------------------------------------   --------      --------
Projected benefit obligation at end of year            $82,898       $67,001
---------------------------------------------------   --------      --------
Fair value of plan assets at beginning of year         $70,876       $56,488
Actual return on plan assets                             4,257        13,455
Employer contributions                                   2,006         3,402
Benefits paid                                           (2,515)       (2,469)
---------------------------------------------------   --------      --------
Fair value of plan assets at end of year               $74,624       $70,876
---------------------------------------------------   --------      --------
                                                       Jan. 3,       Dec. 28,
                                                         1999          1997
---------------------------------------------------   --------      --------
Funded status of the plans                            $(8,274)      $ 3,875
Unrecognized transition asset                                           (70)
Unrecognized prior service cost                          (626)         (912)
Unrecognized net loss                                  16,975         4,179
---------------------------------------------------   --------      --------
Prepaid pension cost                                  $ 8,075       $ 7,072
---------------------------------------------------   --------      --------
</TABLE>

     Net periodic pension cost for the Company-sponsored pension plans included
the following:


<TABLE>
<S>                                                  <C>           <C>           <C>
                                                                    Fiscal Year
                                                     --------------------------------------
In Thousands                                           1998          1997          1996
--------------------------------------------------    ------        ------        ------
Service cost                                          $  2,586      $  2,158      $  2,218
Interest cost                                            4,934         4,543         4,288
Estimated return on plan assets                         (6,303)       (5,006)       (4,589)
Amortization of unrecognized transitional assets           (70)          (70)          (70)
Amortization of prior service cost                        (150)         (150)         (145)
Recognized net actuarial loss                                7            48           679
--------------------------------------------------   ---------     ---------     ---------
Net periodic pension cost                             $  1,004      $  1,523      $  2,381
--------------------------------------------------   ---------     ---------     ---------
</TABLE>

     The weighted average rate assumptions used in determining pension costs
and the projected benefit obligation were:


<TABLE>
<S>                                                                         <C>          <C>
                                                                                1998     1997
-------------------------------------------------------------------------       ----     ----
Weighted average discount rate used in determining the actuarial present
 value of the projected benefit obligation                                      6.75%    7.50%
Weighted average expected long-term rate of return on plan assets               9.00%    9.00%
Weighted average rate of compensation increase                                  4.00%    4.00%
</TABLE>

                                       39

<PAGE>
                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Benefit Plans (continued)

     The Company provides a 401(k) Savings Plan for substantially all of its
nonunion employees. Under provisions of the Savings Plan, an employee is vested
with respect to Company contributions upon the completion of two years of
service with the Company. The total cost for this benefit in 1998, 1997 and
1996 was $2.0 million, $1.7 million and $1.8 million, respectively.

     The Company currently provides employee leasing and management services to
employees of Piedmont. Piedmont employees participate in the Company's employee
benefit plans. During 1996, the obligation for postretirement benefits payable
by Piedmont of $5.8 million was transferred to the Company in exchange for a
note receivable from Piedmont. The transfer was made to facilitate
administration of the payment of postretirement liabilities.

     The Company provides postretirement benefits for substantially all of its
nonunion employees. The Company recognizes the cost of postretirement benefits,
which consist principally of medical benefits, during employees' periods of
active service. The Company does not pre-fund these benefits and has the right
to modify or terminate certain of these plans in the future.

     The following tables set forth a reconciliation of the beginning and
ending balances of the benefit obligation, a reconciliation of the beginning
and ending balances of fair value of plan assets and funded status of the
Company's postretirement plan:


<TABLE>
<S>                                                <C>           <C>
                                                           Fiscal Year
                                                   ---------------------------
In Thousands                                          1998          1997
------------------------------------------------   --------      --------
Benefit obligation at beginning of year             $ 32,460      $ 28,881
Service cost                                             604           446
Interest cost                                          2,350         2,289
Plan participants' contributions                         628           651
Actuarial loss                                         6,562         2,607
Benefits paid                                         (2,825)       (2,414)
------------------------------------------------   ---------     ---------
Benefit obligation at end of year                   $ 39,779      $ 32,460
------------------------------------------------   ---------     ---------
Fair value of plan assets at beginning of year      $     --      $     --
Employer contributions                                 2,197         1,763
Plan participants' contributions                         628           651
Benefits paid                                         (2,825)       (2,414)
------------------------------------------------   ---------     ---------
Fair value of plan assets at end of year            $     --      $     --
------------------------------------------------   ---------     ---------
</TABLE>


<TABLE>
<S>                                                            <C>             <C>
                                                                Jan. 3,         Dec. 28,
                                                                  1999            1997
------------------------------------------------------------   --------        --------
Funded status of the plan                                      $(39,779)       $(32,460)
Unrecognized net loss                                            17,395          11,254
Unrecognized prior service cost                                    (320)           (344)
Contributions between measurement date and fiscal year end          474             404
------------------------------------------------------------   --------        --------
Accrued liability                                              $(22,230)       $(21,146)
------------------------------------------------------------   --------        --------
</TABLE>

                                       40

<PAGE>

                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The components of net periodic postretirement benefit cost were as
follows:


<TABLE>
<S>                                                  <C>          <C>          <C>
                                                                   Fiscal Year
                                                     ----------------------------------
In Thousands                                          1998         1997         1996
--------------------------------------------------   ------       ------       ------
Service cost                                           $  604       $  446       $  402
Interest cost                                           2,350        2,290        1,259
Amortization of unrecognized transitional assets          (25)         (25)         (25)
Recognized net actuarial loss                             422          320           54
--------------------------------------------------   --------     --------     --------
Net periodic postretirement benefit cost               $3,351       $3,031       $1,690
--------------------------------------------------   --------     --------     --------
</TABLE>

     The weighted average discount rates used to estimate the postretirement
benefit obligation were 6.75% and 7.50% as of January 3, 1999 and December 28,
1997, respectively.

     The weighted average health care cost trend used in measuring the
postretirement benefit expense was 6.0% in 1998, declining to 5.25% in 1999 and
remaining at that level thereafter. A 1% increase or decrease in this annual
cost trend would have impacted the postretirement benefit obligation and net
periodic postretirement benefit cost as follows:


<TABLE>
<S>                                                      <C>             <C>
                                                                In Thousands
                                                         -----------------------------
Impact on                                                1% Increase     1% Decrease
------------------------------------------------------   -------------   -------------
Postretirement benefit obligation at January 3, 1999     $5,873          $(4,782)
Net periodic postretirement benefit cost in 1998            686             (540)
</TABLE>

13. Related Party Transactions

     The Company's business consists primarily of the production, marketing and
distribution of soft drink products of The Coca-Cola Company, which is the sole
owner of the secret formulas under which the primary components (either
concentrates or syrups) of its soft drink products are manufactured.
Accordingly, the Company purchases a substantial majority of its requirements of
concentrates and syrups from The Coca-Cola Company in the ordinary course of its
business. The Company paid The Coca-Cola Company approximately $225 million,
$198 million and $185 million in 1998, 1997 and 1996, respectively, for
sweetener, syrup, concentrate and other miscellaneous purchases. Additionally,
the Company engages in a variety of marketing programs, local media advertising
and similar arrangements to promote the sale of products of The Coca-Cola
Company in bottling territories operated by the Company. Direct marketing
funding support provided to the Company by The Coca-Cola Company was
approximately $52 million, $41 million and $36 million in 1998, 1997 and 1996,
respectively. Additionally, the Company earned approximately $16 million and $6
million in 1998 and 1997, respectively, related to cold drink infrastructure
support. The marketing funding related to cold drink infrastructure support is
covered under a multi-year agreement which includes certain annual performance
requirements, the most significant of which relates to machine placements and
case sales volume. The Company was in compliance with all such performance
requirements in 1998. In addition, the Company paid approximately $28 million,
$25 million and $20 million in 1998, 1997 and 1996, respectively, for local
media and marketing program expense pursuant to cooperative advertising and
cooperative marketing arrangements with The Coca-Cola Company.

     The Company has a production arrangement with Coca-Cola Enterprises Inc.
("CCE") to buy and sell finished product at cost. The Coca-Cola Company has
significant equity interests in the Company and CCE. Also, CCE has a 5.8%
equity interest in the Company's Common Stock. Sales to CCE under this
agreement were $24.0 million, $22.0 million and $21.5 million in 1998, 1997 and
1996, respectively. Purchases from CCE under this arrangement were $15.3
million, $15.3 million and $14.8 million in 1998, 1997 and 1996, respectively.

     In December 1996, the Board of Directors awarded a retirement benefit to
J. Frank Harrison, Jr. for among other things, his past service to the Company.
The Company recorded a non-cash, after-tax charge of $2.7 million in the fourth
quarter of 1996

                                       41

<PAGE>
                         
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Related Party Transactions (continued)

related to this agreement. Additionally, the Company entered into an agreement
for consulting services with J. Frank Harrison, Jr. beginning in 1997. Payments
in 1998 and 1997 related to the consulting services agreement totaled $200,000
each year.

     On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont.
The Company and The Coca-Cola Company, through their respective subsidiaries,
each beneficially own a 50% interest in Piedmont. The Company provides a
portion of the soft drink products for Piedmont at cost and receives a fee for
managing the operations of Piedmont pursuant to a management agreement. The
Company sold product to Piedmont during 1998, 1997 and 1996 at cost, totaling
$55.8 million, $42.6 million and $51.3 million, respectively. The Company
received $14.2 million, $12.7 million and $11.4 million for management services
pursuant to its management agreement with Piedmont for 1998, 1997 and 1996,
respectively.

     Also, the Company subleased various fleet and vending equipment to
Piedmont at cost. These sublease rentals amounted to approximately $7.1
million, $2.7 million and $1.5 million in 1998, 1997 and 1996, respectively. In
addition, Piedmont subleased various fleet and vending equipment to the Company
at cost. These sublease rentals amounted to approximately $1.6 million, $.9
million and $.6 million in 1998, 1997 and 1996, respectively.

     On November 30, 1992, the Company and the owner of the Company's Snyder
Production Center in Charlotte, North Carolina agreed to the early termination
of the Company's lease. Harrison Limited Partnership One purchased the property
contemporaneously with the termination of the lease, and the Company and
Harrison Limited Partnership One entered into an agreement pursuant to which
the Company leased the property for a 10-year term beginning on December 1,
1992. A North Carolina corporation owned entirely by J. Frank Harrison, Jr.
serves as sole general partner of the limited partnership. The sole limited
partner of this limited partnership is a trust as to which J. Frank Harrison,
III and Reid M. Henson are co-trustees. The annual base rent the Company is
obligated to pay for its lease of the Snyder Production Center is subject to
adjustment for increases in the Consumer Price Index and for increases or
decreases in interest rates, using LIBOR as the measurement device. Rent
expense under this lease totaled $2.7 million, $2.6 million and $2.6 million in
1998, 1997 and 1996, respectively.

     On June 1, 1993, the Company entered into a lease agreement with Beacon
Investment Corporation related to the Company's headquarters office building.
Beacon Investment Corporation's sole shareholder is J. Frank Harrison, III.
Rent expense under this lease totaled $2.1 million, $2.1 million and $1.9
million in 1998, 1997 and 1996, respectively. On January 5, 1999, the Company
entered into a new 10-year lease agreement with Beacon Investment Corporation
which includes the Company's headquarters office building and an adjacent
office facility. The annual base rent the Company is obligated to pay under
this lease in 1999 is $2.8 million and is subject to adjustment for increases
in the Consumer Price Index and for increases or decreases in interest rates,
using the Adjusted Eurodollar Rate as the measurement device.

     The Company is a shareholder in two entities from which it purchases
substantially all its requirements for plastic bottles. Net purchases from
these entities were approximately $50 million, $43 million and $46 million in
1998, 1997 and 1996, respectively. In connection with its participation in one
of these cooperatives, the Company has guaranteed a portion of the
cooperative's debt. On January 3, 1999 and December 28, 1997, such guarantee
amounted to approximately $20.0 million.

     The Company is a member of South Atlantic Canners, Inc., ("SAC"), a
manufacturing cooperative. SAC sells finished products to the Company and
Piedmont at cost. The Company also manages the operations of SAC pursuant to a
management agreement. Management fees from SAC were $1.2 million, $1.2 million
and $1.4 million in 1998, 1997 and 1996, respectively. Also, the Company has
guaranteed a portion of debt for SAC. Such guarantees were approximately $10.7
million and $10.5 million as of January 3, 1999 and December 28, 1997,
respectively.

     The Company previously leased vending equipment from Coca-Cola Financial
Corporation ("CCFC"), a subsidiary of The Coca-Cola Company. During 1996, the
Company made lease payments to CCFC totaling $6.9 million. On January 14, 1997,
the Company purchased all of the equipment under leases with CCFC for
approximately $66.3 million.

                                       42

<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The Company purchases certain computerized data management products and
services related to inventory control and marketing program support from Data
Ventures LLC ("Data Ventures"), a Delaware limited liability company in which
the Company holds a 31.25% equity interest. Also, J. Frank Harrison, III,
Chairman of the Board of Directors and Chief Executive Officer of the Company,
holds a 32.5% equity interest in Data Ventures. On September 30, 1997, Data
Ventures obtained a $1.9 million unsecured line of credit from the Company,
which expires in September 1999. Data Ventures was indebted to the Company for
$1.2 million and $1.0 million as of January 3, 1999 and December 28, 1997,
respectively. The Company purchased products and services from Data Ventures
for approximately $237,000 and $253,000 in 1998 and 1997, respectively.


14. Earnings Per Share

     The following table sets forth the computation of basic net income per
share and diluted net income per share:


<TABLE>
<S>                                                                                 <C>            <C>            <C>
In Thousands (Except Per Share Data)                                                      1998           1997           1996
---------------------------------------------------------------------------------         ----           ----           ----
Numerator:
Numerator for basic net income and diluted net income                                 $ 14,878       $ 15,266       $ 16,164
=================================================================================     ========       ========       ========
Denominator:
Denominator for basic net income per share -- weighted average common shares             8,365          8,407          9,280
Effect of dilutive securities -- Stock options                                             130            102             50
---------------------------------------------------------------------------------     --------       --------       --------
Denominator for diluted net income per share -- adjusted weighted average common
 shares                                                                                  8,495          8,509          9,330
=================================================================================     ========       ========       ========
Basic net income per share                                                            $   1.78       $   1.82       $   1.74
=================================================================================     ========       ========       ========
Diluted net income per share                                                          $   1.75       $   1.79       $   1.73
=================================================================================     ========       ========       ========
</TABLE>

15. Risks and Uncertainties

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

     Approximately 90% of the Company's sales are products of The Coca-Cola
Company, which is the sole supplier of the concentrate required to manufacture
these products. Additionally, the Company purchases virtually all of its
requirements for sweetener from The Coca-Cola Company. The remaining 10% of the
Company's sales are products of various other beverage companies. The Company
has franchise contracts under which it has various requirements to meet.
Failure to meet the requirements of these franchise contracts could result in
the loss of distribution rights for the respective product.

     The Company currently obtains all of its aluminum cans from two domestic
suppliers. The Company currently obtains all of its PET bottles from two
domestic cooperatives. The inability of either of these aluminum can or PET
bottle suppliers to meet the Company's requirement for containers could result
in short-term shortages until alternative sources of supply could be located.

     Certain liabilities of the Company are subject to risk of changes in both
long-term and short-term interest rates. These liabilities include floating
rate debt, leases with payments determined on floating interest rates,
postretirement benefit obligations and the Company's nonunion pension
liability.

     Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. One collective bargaining contract expires
during 1999.

     Material changes in the performance requirements or decreases in levels of
marketing funding historically provided under our marketing programs with The
Coca-Cola Company and other franchisers, or our inability to meet the
performance requirements

                                       43
<PAGE>
                                                              
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Risks and Uncertainties (continued)

for the anticipated levels of such marketing funding support payments, would
adversely affect future earnings. The Coca-Cola Company is under no obligation
to continue marketing funding at past levels.


16. Supplemental Disclosures of Cash Flow Information

     Changes in current assets and current liabilities affecting cash, net of
effects of acquisitions, were as follows:


<TABLE>
<S>                                                                <C>            <C>            <C>
                                                                                    Fiscal Year
                                                                   ------------------------------------------
In Thousands                                                          1998           1997            1996
----------------------------------------------------------------   ----------     ----------     ------------
Accounts receivable, trade, net                                      $ (1,304)      $ (4,234)      $ (38,820)
Accounts receivable from The Coca-Cola Company                         (5,401)        (1,779)          5,691
Accounts receivable, other                                                862           (793)            (82)
Inventories                                                            (2,050)        (7,910)         (2,798)
Prepaid expenses and other assets                                      (2,778)        (3,216)         (2,518)
Accounts payable and accrued liabilities                                  841         11,208          (7,534)
Accounts payable to The Coca-Cola Company                               1,086            859            (387)
Accrued compensation                                                    5,145           (207)            226
Accrued interest payable                                                1,287          2,926           3,894
Due to (from) Piedmont Coca-Cola Bottling Partnership                   2,444          3,879          (1,304)
----------------------------------------------------------------   ----------     ----------     -----------
(Increase) decrease in current assets less current liabilities       $    132       $    733       $ (43,632)
----------------------------------------------------------------   ----------     ----------     -----------
</TABLE>

     Cash payments for interest and income taxes were as follows:


<TABLE>
<S>                               <C>          <C>          <C>
                                                Fiscal Year
                                  -----------------------------------
In Thousands                        1998         1997         1996
-------------------------------   -------      -------      -------
Interest                           $38,046      $23,908      $25,945
Income taxes (net of refunds)        1,925        8,366        5,465
</TABLE>

 
                                      44

<PAGE>
                         

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. Quarterly Financial Data (Unaudited)

     Set forth below are unaudited quarterly financial data for the fiscal
years ended January 3, 1999 and December 28, 1997.


<TABLE>
<S>                                                      <C>           <C>             <C>           <C>
                                                                                   Quarter
In Thousands (Except Per Share Data)                     -----------------------------------------------------
Year Ended January 3, 1999                                       1               2             3             4
--------------------------------------------------------------------------------------------------------------
Net sales                                                 $203,331       $ 241,415      $248,533      $235,223
Gross margin                                                84,934         104,378       105,452        98,819
Net income (loss)                                           (2,462)          9,389         6,995           956
Basic net income (loss) per share                             (.29)           1.12           .84           .11
Diluted net income (loss) per share                           (.29)           1.11           .82           .11
Weighted average number of common shares outstanding         8,365           8,365         8,365         8,365
Weighted average number of common shares
 outstanding -- assuming dilution                            8,493           8,496         8,499         8,491
</TABLE>


<TABLE>
<S>                                                      <C>           <C>             <C>           <C>
                                                                                   Quarter
In Thousands (Except Per Share Data)                      ----------------------------------------------------
Year Ended December 28, 1997                                     1               2             3             4
--------------------------------------------------------------------------------------------------------------
Net sales                                                 $178,395       $ 208,174      $219,079      $196,493
Gross margin                                                78,945          93,781        94,113        82,409
Net income (loss)                                              104           9,141         6,637          (616)
Basic net income (loss) per share                              .01            1.09           .79          (.07)
Diluted net income (loss) per share                            .01            1.08           .78          (.07)
Weighted average number of common shares outstanding         8,535           8,365         8,365         8,365
Weighted average number of common shares
 outstanding -- assuming dilution                            8,624           8,448         8,467         8,489
</TABLE>

                                        45

<PAGE>




The financial statement schedule required by Regulation S-X is set forth in
response to Item 14 below.

The supplementary data required by Item 302 of Regulation S-K is set forth in
Note 17 to the financial statements.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.

Not applicable.


<PAGE>

                                    PART III



ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

For information with respect to the executive officers of the Company, see
"Executive Officers of the Registrant" at the end of Part I of this Report. For
information with respect to the Directors of the Company, see the "Election of
Directors" and "Certain Transactions" sections of the Proxy Statement for the
1999 Annual Meeting of Shareholders to be filed with the Securities and Exchange
Commission, which is incorporated herein by reference. For information with
respect to Section 16 reports for directors and executive officers of the
Company, see the "Election of Directors - Section 16(a) Beneficial Ownership
Reporting Compliance" section of the Proxy Statement for the 1999 Annual Meeting
of Shareholders.



ITEM 11 - EXECUTIVE COMPENSATION

For information with respect to executive compensation, see the "Executive
Compensation" section of the Proxy Statement for the 1999 Annual Meeting of
Shareholders to be filed with the Securities and Exchange Commission, which is
incorporated herein by reference (other than the subsections entitled "Report of
the Compensation Committee on Annual Compensation of Executive Officers" and
"Common Stock Performance," which are specifically excluded from such
incorporation).



ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

For information with respect to security ownership of certain beneficial owners
and management, see the "Principal Shareholders" and "Election of Directors -
Beneficial Ownership of Management" sections of the Proxy Statement for the 1999
Annual Meeting of Shareholders to be filed with the Securities and Exchange
Commission, which is incorporated herein by reference.



ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For information with respect to certain relationships and related transactions,
see the "Certain Transactions" and "Compensation Committee Interlocks and
Insider Participation" sections of the Proxy Statement for the 1999 Annual
Meeting of Shareholders to be filed with the Securities and Exchange Commission,
which are incorporated herein by reference.
<PAGE>
                                     PART IV


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


A.      List of Documents filed as part of this report.

        1.     Financial Statements

               Report of Independent Accountants
               Consolidated Balance Sheets
               Consolidated Statements of Operations
               Consolidated Statements of Cash Flows
               Consolidated Statements of Changes in Shareholders' Equity
               Notes to Consolidated Financial Statements

        2.     Financial Statement Schedule

               Schedule II - Valuation and Qualifying Accounts and Reserves

               All other financial statements and schedules not listed have been
               omitted because the required information is included in the
               consolidated financial statements or the notes thereto, or is not
               applicable or required.

<PAGE>

                        


3.      Listing of Exhibits:



Exhibit Index
-------------
<TABLE>


                                                                       Incorporated by Reference

Number       Description                                                   or Filed Herewith
------       -----------                                               -------------------------


<S>                                                <C>                         <C>
  (1.1)      Underwriting Agreement dated November 1, 1995,            Exhibit 1.1 to the Company's
             among the Company, Citicorp Securities, Inc. and          Quarterly Report on Form 10-Q for
             Salomon Brothers, Inc.                                    the quarter ended October 1, 1995.

  (1.2)      Underwriting Agreement dated July 1, 1997 among           Exhibit 1.1 to the Company's
             the Company, Citicorp Securities, Inc. and                Quarterly Report on Form 10-Q for
             BancAmerica Securities, Inc.                              the quarter ended June 29, 1997.

  (3.1)      Bylaws of the Company, as amended.                        Exhibit 3.2 to theCompany's
                                                                       Registration Statement
                                                                       (No. 33-54657) on Form S-3.

  (3.2)      Restated Certificate of Incorporation of the Company.     Exhibit 3.1 to the Company's
                                                                       Registration Statement
                                                                       (No. 33-54657) on Form S-3.

  (4.1)      Specimen of Common Stock Certificate.                     Exhibit 4.1 to the Company's
                                                                       Registration Statement
                                                                       (No. 2-97822) on Form S-1.

  (4.2)      Specimen Fixed Rate Note under the Company's Medium-      Exhibit 4.1 to the Company's
             Term Note Program, pursuant to which it may issue,        Current Report on Form 8-K dated
             from time to time, up to $200 million aggregate           February 14, 1990.
             principal amount of its Medium-Term Notes, Series A.
 .
  (4.3)      Specimen Floating Rate Note under the Company's           Exhibit 4.2 to the Company's
             Medium-Term Note Program, pursuant to which it may        Current Report on Form 8-K
             issue, from time to time, up to $200 million aggregate    dated February 14, 1990.
             principal amount of its Medium-Term Notes, Series A.

  (4.4)      Indenture dated as of October 15, 1989 between the        Exhibit 4. to the Company's
             Company and Manufacturers Hanover Trust Company           Registration Statement
             of California, as Trustee, in connection with the         (No. 33-31784) on Form S-3
             Company's $200 million shelf registration of its Medium-  as filed on February 14, 1990.
             Term Notes, Series A, due from nine months to 30 years
             from date of issue.

<PAGE>


  (4.5)      Selling Agency Agreement, dated as of February 14,        Exhibit 1.2 to the Company's
             1990, between the Company and Salomon Brothers and        Registration Statement
             Goldman Sachs, as Agents, in connection with the          (No. 33-31784) on Form S-3
             Company's $200 million Medium-Term Notes, Series A,       as filed on February 14, 1990.
             due from nine months to 30 years from date of issue.

  (4.6)      Form of Debenture issued by the Company to two            Exhibit 4.04 to the Company's
             shareholders of Sunbelt Coca-Cola Bottling Company,       Current Report on Form 8-K
             Inc. dated as of December 19, 1991.                       dated December 19, 1991.

  (4.7)      Commercial Paper Dealer Agreement, dated as of            Exhibit 4.14 to the Company's
             February 11, 1993, between the Company and Citicorp       Annual Report on Form 10-K for
             Securities Markets, Inc., as co-agent.                    the fiscal year ended January 3,
                                                                       1993.

  (4.8)      Amended and restated commercial paper agreement,          Exhibit 4.13 to the Company's
             dated as of November 14, 1994, between the Company        Annual Report on Form 10-K for
             and Goldman Sachs Money Markets, L.P.                     the fiscal year ended January 1,
                                                                       1995.

  (4.9)      Supplemental Indenture, dated as of March 3, 1995,        Exhibit 4.15 to the Company's
             between the Company and NationsBank of Georgia,           Annual Report, as amended, on
             National Association, as Trustee.                         Form 10-K/A-2 for the fiscal
                                                                       year ended January 1, 1995.

  (4.10)     First Omnibus Amendment to Purchase Agreements,           Exhibit 4.1 to the Company's
             dated as of June 26, 1995, by and among the Company,      Quarterly Report on Form 10-Q for
             as Seller, Corporate Receivables Corporation, as the      the quarter ended July 2, 1995.
             Investor, and Citicorp North America, Inc., individually
             and as agent.

  (4.11)     Form of the Company's 6.85% Debentures due 2007.          Exhibit 4.1 to the Company's
                                                                       Quarterly Report on Form 10-Q for
                                                                       the quarter ended October 1, 1995.


  (4.12)     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 subsidiaries for which consolidated
             financial statements are required to be filed, and which authorizes
             a total amount of securities not in excess of 10 percent of total
             assets of the Registrant and its subsidiaries on a consolidated
             basis.
<PAGE>




  (4.13)     Loan Agreement dated as of November 20, 1995              Exhibit   4.13  to  the Company's
             between the Company and LTCB Trust Company, as            Annual  Report  on Form 10-K for
             Agent, and other banks named therein.                     the  fiscal  year ended December 31,
                                                                       1995.

  (4.14)     Amended and Restated Credit Agreement dated as of         Exhibit   4.14  to  the Company's
             December 21, 1995 between the Company and                 Annual  Report  on Form 10-K
             NationsBank, N.A., Bank of America National Trust         for the fiscal year ended
             and Savings Association and other banks named therein.    December 31, 1995.

  (4.15)     Amendment, dated as of July 22, 1997, to Loan             Exhibit 4.1 to the Company's
             Agreement dated November 20, 1995, between the            Quarterly Report on Form 10-Q
             Company and LTCB Trust Company, as Agent, and             for the quarter ended June 29,
             other banks named therein.                                1997.

  (4.16)     Form of the Company's 7.20% Debentures Due 2009.          Exhibit 4.2 to the
                                                                       Company's Quarterly
                                                                       Report on Form 10-Q for
                                                                       the quarter ended June 29, 1997.

  (10.1)     Employment Agreement of James L. Moore, Jr. dated as      Exhibit 10.2 to the Company's
             of March 16, 1987.  * *                                   Annual Report on Form 10-K for
                                                                       the fiscal year ended December 31,
                                                                       1986.

  (10.2)     Amendment, dated as of May 18, 1994, to Employment        Exhibit 10.84 to the Company's
             Agreement designated as Exhibit 10.1. * *                 Annual Report on Form 10-K for
                                                                       the fiscal year ended January 1,
                                                                       1995.

  (10.3)     Stock Rights and Restrictions Agreement by and            Exhibit 28.01 to the Company's
             between Coca-Cola Bottling Co. Consolidated and           Current Report on Form 8-K
             The Coca-Cola Company dated January 27, 1989.             dated January 27, 1989.

  (10.4)     Description and examples of bottling franchise            Exhibit 10.20 to the Company's
             agreements between the Company and The Coca-Cola          Annual Report on Form 10-K for
             Company.                                                  the fiscal year ended December 31,
                                                                       1988.

  (10.5)     Lease, dated as of December 11, 1974, by and between      Exhibit 19.6 to the Company's
             the Company and the Ragland Corporation, related to the   Annual Report on Form 10-K for
             production/ distribution facility in Nashville,           the fiscal year ended December 31,
             Tennessee.                                                1988.
<PAGE>




  (10.6)     Amendment to Lease Agreement designated as                Exhibit 19.7 to the Company's
                 Exhibit 10.5.                                         Annual Report on Form 10-K
                                                                       for the fiscal year ended
                                                                       December 31, 1988.

  (10.7)     Second Amendment to Lease Agreement designated as         Exhibit 19.8 to the Company's
             Exhibit 10.5.                                             Annual Report on Form 10-K
                                                                       for the fiscal year ended
                                                                       December 31, 1988.

  (10.8)     Supplemental Savings Incentive Plan, dated as of April 1, Exhibit 10.36 to the Company's
             1990 between certain Eligible Employees of the Company    Annual Report on Form 10-K for
             and the Company.  * *                                     the fiscal year ended December 30,
                                                                       1990.

  (10.9)     Description and example of Deferred Compensation          Exhibit 19.1 to the Company's
             Agreement, dated as of October 1, 1987, between Eligible  Annual Report on Form 10-K for
             Employees of the Company and the Company under            the fiscal year ended December 30,
             the Officer's Split-Dollar Life Insurance Plan.  * *      1990.

  (10.10)    Consolidated/Sunbelt Acquisition Agreement, dated as of   Exhibit 2.01 to the Company's
             December 19, 1991, by and among the Company and the       Current Report on Form 8-K
             shareholders of Sunbelt Coca-Cola Bottling Company, Inc.  dated December 19, 1991.

  (10.11)    Officer Retention Plan, dated as of January 1, 1991,      Exhibit 10.47 to the Company's
             between certain Eligible Officers of the Company and the  Annual Report on Form 10-K
             Company.  * *                                             for the fiscal year ended
                                                                       December 29, 1991.

  (10.12)    Acquisition Agreement, by and among Sunbelt Coca-Cola     Exhibit 10.50 to the Company's
             Bottling Company, Inc., Sunbelt Carolina Acquisition      Annual Report on Form 10-K
             Company Inc., certain of the common stockholders of       for the fiscal year ended
             Coca-Cola Bottling Co. Affiliated, Inc., and the stock-   December 29, 1991.
             holders of TRNH, Inc., dated as of November 7, 1989.

  (10.13)    Amendment Number One to the Sunbelt/Affiliated            Exhibit 10.04 to the Company's
             Acquisition Agreement, dated as of December 29, 1989,     Quarterly Report on Form 10-Q
             between Sunbelt Coca-Cola Bottling Company, Inc.,         for the quarter ended March 29,
             Sunbelt Carolina Acquisition Company, Inc., certain       1992.
             of the common stockholders of Coca-Cola Bottling Co.
             Affiliated, Inc. and the stockholders of TRNH, Inc.

<PAGE>

  (10.14)    Amendment Number Two to the Sunbelt/Affiliated            Exhibit 10.05 to the Company's
             Acquisition Agreement, dated as of December 29, 1989,     Quarterly Report on Form 10-Q
             between Sunbelt Coca-Cola Bottling Company, Inc.,         for the quarter ended March 29,
             Sunbelt Carolina Acquisition Company, Inc., certain of    1992.
             the common stockholders of Coca-Cola Bottling Co.
             Affiliated, Inc. and the stockholders of TRNH, Inc.

  (10.15)    Amendment Number Three to the Sunbelt/Affiliated          Exhibit 10.06 to the Company's
             Acquisition Agreement, dated as of December 29, 1989,     Quarterly Report on Form 10-Q
             between Sunbelt Coca-Cola Bottling Company, Inc.,         for the quarter ended March 29,
             Sunbelt Carolina Acquisition Company, Inc., certain of    1992.
             the common stockholders of Coca-Cola Bottling Co.
             Affiliated, Inc. and the stockholders of TRNH, Inc.

  (10.16)    Lease Agreement, dated as of November 30, 1992,           Exhibit 10.38 to the Company's
             between the Company and Harrison Limited                  Annual Report on Form 10-K
             Partnership One, related to the Snyder Production         for the fiscal year ended
             Center in Charlotte, North Carolina.                      January 3, 1993.

  (10.17)    Termination and Release Agreement dated as of             Exhibit 10.43 to the Company's
             March 27, 1992 by and among Sunbelt Coca-Cola             Annual Report on Form 10-K
             Bottling Company, Coca-Cola Bottling Co. Affiliated,      for the fiscal year ended
             Inc., the agent for holders of certain debentures of      January 3,1993.
             Sunbelt issued pursuant to a certain Indenture dated as
             of January 11, 1990, as amended, and Wilmington Trust
             Company which acted as trustee under the Indenture.

  (10.18)    Reorganization Plan and Agreement by and among            Exhibit 10.03 to the Company's
             Coca-Cola Bottling Co. Consolidated, Chopper              Quarterly Report on Form 10-Q for
             Acquisitions, Inc., Whirl-i-Bird, Inc. and                the quarter ended April 4, 1993.
             J. Frank Harrison, Jr.

  (10.19)    Partnership Agreement of Carolina Coca-Cola Bottling      Exhibit 2.01 to the Company's
             Partnership,* dated as of July 2, 1993, by and among      Current Report on Form 8-K
             Carolina Coca-Cola Bottling Investments, Inc., Coca-Cola  dated July 2, 1993.
             Ventures, Inc., Coca-Cola Bottling Co. Affiliated, Inc.,
             Fayetteville Coca-Cola Bottling Company and Palmetto
             Bottling Company.

  (10.20)    Asset Purchase Agreement, dated as of July 2, 1993, by    Exhibit 2.02 to the Company's
             and among Carolina Coca-Cola Bottling Partnership,*       Current Report on Form 8-K
             Coca-Cola Bottling Co. Affiliated, Inc. and Coca-Cola     dated July 2, 1993.
             Bottling Co. Consolidated.
<PAGE>

  (10.21)    Asset Purchase Agreement, dated as of July 2, 1993, by    Exhibit 2.03 to the Company's
             and among Carolina Coca-Cola Bottling Partnership,*       Current Report on Form 8-K
             Fayetteville Coca-Cola Bottling Company and Coca-Cola     dated July 2, 1993.
             Bottling Co. Consolidated.

  (10.22)    Asset Purchase Agreement, dated as of July 2, 1993, by    Exhibit 2.04 to the Company's
             and among Carolina Coca-Cola Bottling Partnership,*       Current Report on Form 8-K
             Palmetto Bottling Company and Coca-Cola Bottling Co.      dated July 2, 1993.
             Consolidated.

  (10.23)    Definition and Adjustment Agreement, dated July 2, 1993,  Exhibit 2.05 to the Company's
             by and among Carolina Coca-Cola Bottling Partnership,*    Current Report on Form 8-K
             Coca-Cola Ventures, Inc., Coca-Cola Bottling Co.          dated July 2, 1993.
             Consolidated, CCBC of Wilmington, Inc., Carolina
             Coca-Cola Bottling Investments, Inc., The Coca-Cola
             Company, Carolina Coca-Cola Holding Company, The
             Coastal Coca-Cola Bottling Company, Eastern Carolina
             Coca-Cola Bottling Company, Inc., Coca-Cola Bottling Co.
             Affiliated, Inc., Fayetteville Coca-Cola Bottling Company
             and Palmetto Bottling Company.

  (10.24)    Management Agreement, dated as of July 2, 1993, by and    Exhibit 10.01 to the Company's
             among Coca-Cola Bottling Co. Consolidated, Carolina       Current Report on Form 8-K
             Coca-Cola Bottling Partnership,* CCBC of Wilmington,      dated July 2, 1993.
             Inc., Carolina Coca-Cola Bottling Investments, Inc.,
             Coca-Cola Ventures, Inc. and Palmetto Bottling Company.

  (10.25)    Post-Retirement Medical and Life Insurance Benefit        Exhibit 10.02 to the Company's
             Reimbursement Agreement, dated July 2, 1993, by and       Current Report on Form 8-K
             between Carolina Coca-Cola Bottling Partnership* and      dated July 2, 1993.
             Coca-Cola Bottling Co. Consolidated.

  (10.26)    Aiken Asset Purchase Agreement, dated as of August 6,     Exhibit 2.01 to the Company's
             1993 by and among Carolina Coca-Cola Bottling             Quarterly Report on Form 10-Q
             Partnership,* Palmetto Bottling Company  and Coca-Cola    for the quarter ended July 4,
             Bottling Co. Consolidated.                                1993.

  (10.27)    Aiken Definition and Adjustment Agreement, dated as of    Exhibit 2.02 to the Company's
             August 6, 1993, by and among Carolina Coca-Cola           Quarterly Report on Form 10-Q
             Bottling Partnership, Coca-Cola Ventures, Inc., Coca-Cola for the quarter ended July 4, 1993.
             Bottling Co. Consolidated, Carolina Coca-Cola Bottling
             Investments, Inc., The Coca-Cola Company and Palmetto
             Bottling Company.
<PAGE>


  (10.28)    Amended and Restated Guaranty Agreement, dated as of      Exhibit 10.06 to the Company's
             July 15, 1993 re: Southeastern Container, Inc.            Quarterly Report on Form 10-Q
                                                                       for the quarter ended July 4, 1993.

  (10.29)    Agreement, dated as of December 23, 1993, between         Exhibit 10.1 to the Company's
             the Company and Western Container Corporation             Quarterly Report on Form 10-Q for
             covering purchase of PET bottles.                         the quarter ended October 2, 1994.
 
  (10.30)    Management Agreement, dated as of June 1, 1994, by        Exhibit 10.6 to the Company's
             and among Coca-Cola Bottling Co. Consolidated and         Quarterly Report on Form 10-Q for
             South Atlantic Canners, Inc.                              the quarter ended July 3, 1994.

  (10.31) Guaranty Agreement, dated as of July 22, 1994, between       Exhibit 10.7 to the Company's
             Coca-Cola Bottling Co. Consolidated and Wachovia          Quarterly Report on Form 10-Q
             Bank of North Carolina, N.A.                              for the quarter ended July 3, 1994.

  (10.32)    Selling Agency Agreement, dated as of March 3, 1995,      Exhibit 10.83 to the Company's
             between the Company, Salomon Brothers Inc. and            Annual Report on Form 10-K
             Citicorp Securities, Inc.                                 for the fiscal year ended
                                                                       January 1, 1995.

  (10.33)    Agreement, dated as of March 1, 1994, between the         Exhibit 10.85 to the Company's
             Company and South Atlantic Canners, Inc.                  Annual Report on Form 10-K for the
                                                                       fiscal year ended January 1, 1995.

  (10.34)    Stock Option Agreement, dated as of March 8, 1989,        Exhibit 10.86 to the Company's
             of J. Frank Harrison, Jr.  * *                            Annual Report on Form 10-K for the
                                                                       fiscal year ended January 1, 1995.

  (10.35)    Stock Option Agreement, dated as of August 9, 1989,       Exhibit 10.87 to the Company's
             of J. Frank Harrison, III.  * *                           Annual Report on Form 10-K for the
                                                                       fiscal year ended January 1, 1995.

  (10.36)    First Amendment to Credit Agreement, Line of Credit       Exhibit 10.8 to the Company's
             Note and Mortgage, and Reaffirmation of Term Note,        Quarterly Report on Form 10-Q
             Security Agreement, Guaranty Agreement and Addendum       for the quarter ended April 2, 1995.
             to Guaranty Agreement, dated as of March 31, 1995, by
             and among the Company, South Atlantic Canners, Inc.
             and Wachovia Bank of North Carolina, N.A.

  (10.37)    Guaranty Agreement and Addendum, dated as of              Exhibit 10.9 to the Company's
             March 31, 1995, between the Company and Wachovia          Quarterly Report on Form 10-Q for
             Bank of North Carolina, N.A.                              the quarter ended April 2, 1995.

<PAGE>


  (10.38)    Can Supply Agreement, dated November 7, 1995, between     Exhibit 10.16 to the Company's
             the Company and American National Can Company.            Quarterly Report on Form 10-Q for
                                                                       the quarter ended October 1, 1995.

  (10.39)    Lease Agreement, dated as of July 17, 1988, between the   Exhibit 19.4 to the Company's
             Company and GE Capital Fleet Services covering            Quarterly Report on Form 10-Q for
             various vehicles.                                         the quarter ended March 31, 1990.

  (10.40)    Master Motor Vehicle Lease Agreement, dated as of         Exhibit 19.5 to the Company's
             December 15, 1988, between the Company and                Quarterly Report on Form 10-Q for
             Citicorp North America, Inc. covering various vehicles.   the quarter ended March 31, 1990.

  (10.41)    Master Lease Agreement, beginning on April 12, 1989,      Exhibit 19.6 to the Company's
             between the Company and Citicorp North America,           Quarterly Report on Form 10-Q for
             Inc. covering various equipment.                          the quarter ended March 31, 1990.

  (10.42)    Master Lease Agreement, dated as of January 7, 1992       Exhibit 10.01 to the Company's
             between the Company and Signet Leasing and Financial      Quarterly Report on Form 10-Q for
             Corporation covering various vehicles.                    the quarter ended March 29, 1992.

  (10.43)    Master Equipment Lease, dated as of February 9, 1993,     Exhibit 10.37 to the Company's
             between the Company and Coca-Cola Financial               Annual Report on Form 10-K for the
             Corporation covering various vending machines.            fiscal year ended January 3, 1993.

  (10.44)    Motor Vehicle Lease Agreement No. 790855, dated as of     Exhibit 10.39 to the Company's
             December 31, 1992, between the Company and Citicorp       Annual Report on Form 10-K for the
             Leasing, Inc. covering various vehicles.                  fiscal year ended January 3, 1993.

  (10.45)    Master Lease Agreement, dated as of February 18, 1992,    Exhibit 10.69 to the Company's
             between the Company and Citicorp Leasing, Inc.            Annual Report on Form 10-K for the
             covering various equipment.                               fiscal year ended January 2, 1994.

  (10.46)    Lease Agreement dated as of December 15, 1994 between     Exhibit 10.1 to the Company's
             the Company and BA Leasing & Capital Corporation.         Quarterly Report on Form 10-Q for
                                                                       the quarter ended April 2, 1995.

  (10.47)    Beverage Can and End Agreement dated November 9,          Exhibit 10.48 to the Company's
             1995 between the Company and Ball Metal Beverage          Annual Report on Form 10-K for the
             Container Group.                                          fiscal year ended December 31, 1995.

  (10.48)    Member Purchase Agreement, dated as of August 1,          Exhibit 10.49 to the Company's
             1994, between the Company and South Atlantic              Annual Report on Form 10-K
             Canners, Inc., regarding minimum annual purchase          for the fiscal year ended
             requirements of canned product by the Company.            December 31, 1995.
<PAGE>

  (10.49)    Member Purchase Agreement, dated as of August 1,          Exhibit 10.50 to
             the Company's 1994, between the Company and South         Annual Report on Form 10-K
             Atlantic Canners, Inc., regarding minimum annual          for the fiscal year ended
             purchase requirements of 20 ounce PET product by          December 31,1995.
             by the Company.


  (10.50)    Member Purchase Agreement, dated as of August 1,          Exhibit  10.51  to  the Company's
             1994, between the Company and South Atlantic              Annual  Report  on Form 10-K
             Canners, Inc., regarding minimum annual purchase for      the fiscal year ended
             requirements of 2 Liter PET product by the Company.       December 31, 1995.

  (10.51)    Member Purchase Agreement, dated as of August 1,          Exhibit  10.52  to  the Company's
             1994, between the Company and South Atlantic              Annual  Report  on Form 10-K
             Canners, Inc., regarding minimum annual purchase          for the fiscal year ended
             requirements of 3 Liter PET product by the Company.       December 31, 1995.

  (10.52)    Description of the Company's 1999 Bonus Plan for          Exhibit included in this filing.
             officers.  * *

  (10.53)    Agreement for Consultation and Services between           Exhibit 10.54 to the Company's
             the Company and J. Frank Harrison, Jr. * *                Annual Report on Form 10-K for the
                                                                       fiscal year ended December 29, 1996.

  (10.54)    Agreement to assume liability for postretirement benefits Exhibit 10.55 to the Company's
             between the Company and Piedmont Coca-Cola                Annual Report on Form 10-K for
             Bottling Partnership.                                     the fiscal year ended December 29,
                                                                       1996.

  (10.55)    Participation Agreement (Coca-Cola Trust No. 97-1)        Exhibit 10.1 to the Company's
             dated as of April 10, 1997 between the Company (as        Quarterly Report on Form 10-Q
             Lessee), First Security Bank, National Association        for the quarter ended March 30,
             (solely as Owner Trustee under Coca-Cola Trust No. 97-1)  1997.
             and the other financial institutions listed therein.

  (10.56)    Master Equipment Lease Agreement (Coca-Cola Trust         Exhibit 10.2 to the Company's
             No. 97-1) dated as of April 10, 1997 between the          Quarterly Report on Form 10-Q
             Company (as Lessee) and First Security Bank, National     for the quarter ended March 30,
             Association (solely as Owner Trustee under Coca-Cola      1997.
             Trust No. 97-1).

  (10.57)    Franchise Asset Purchase Agreement, dated as of           Exhibit 10.58 to the Company's
             January 21, 1998, by and among Coca-Cola Bottling         Annual Report on Form 10-K for
             Company Southeast, Incorporated, as Seller, NABC,         the fiscal year ended December 28,
             Inc., an indirect wholly-owned subsidiary of              1997.
             Guarantor, as Buyer, and Coca-Cola Bottling Co.
             Consolidated, as Guarantor.
<PAGE>

  (10.58)    Operating Asset Purchase Agreement, dated as of           Exhibit 10.59 to the Company's
             January 21, 1998, by and among Coca-Cola Bottling         Annual Report on Form 10-K for
             Company Southeast, Incorporated, as Seller, CCBC of       the fiscal year ended December 28,
             Nashville, L.P., an indirect wholly-owned subsidiary of   1997.
             Guarantor, as Buyer, and Coca-Cola Bottling Co.
             Consolidated, as Guarantor.

  (10.59)    Master Equipment Lease Agreement (1998 Transaction)       Exhibit 10.60 to the Company's
             (Coca-Cola Trust No. 97-1) dated as of January 14,        Annual Report on Form 10-K for
             1998 between the Company (as Lessee) and First            the fiscal year ended December 28,
             Security Bank, National Association (solely as Owner      1997.
             Trustee under Coca-Cola Trust No. 97-1).

  (10.60)    Participation Agreement (1998 Transaction) (Coca-Cola     Exhibit 10.61 to the Company's
             Trust No. 97-1) dated as of January 14, 1998 between      Annual Report on Form 10-K for
             the Company (as Lessee) and First Security Bank,          the fiscal year ended December 28,
             National Association (solely as OwnerTrustee under        1997.
             Coca-Cola Trust No. 97-1) and other financial institutions
             listed herein.

  (10.61)    Lease Agreement, dated as of January 5, 1999, between      Exhibit included in this filing.
             the Company and Beacon Investment Corporation,
             related to the Company's corporate headquarters and an
             adjacent office building in Charlotte, North Carolina.

  (10.62)    Coca-Cola Bottling Co. Consolidated Director Deferral     Exhibit 10.1 to the Company's
             Plan, dated as of  January 1, 1998.                       Quarterly Report on Form 10-Q
                                                                       for the quarter ended March 29,
                                                                       1998.

  (10.63)    Soft Toll Agreement for Aluminum Can Stock among          Exhibit included in this filing.
             the Company, The Coca-Cola Trading Company
             and Aluminum Company of America, dated as of
             December 22, 1998.

  (21.1)     List of subsidiaries.                                     Exhibit included in this filing.

  (23.1)     Consent of Independent Accountants to Incorporation by    Exhibit included in this filing.
             Reference into Form S-3 (Registration No. 33-4325) and
             Form S-3 (Registration No. 33-54657).

  (27.1)     Financial data schedule for period ended January 3,1999.  Exhibit included in this filing.
</TABLE>

<PAGE>



* Carolina Coca-Cola Bottling Partnership's name was changed to Piedmont
  Coca-Cola Bottling Partnership.

* * Management contracts and compensatory plans and arrangements required to be
    filed as exhibits to this form pursuant to Item 14(c) of this report.



B.    Reports on Form 8-K

      A current report on Form 8-K was filed on February 19, 1999 related to the
      Company's purchase of equipment previously leased under various operating
      lease agreements.

<PAGE>



                                                                     Schedule II

                       COCA-COLA BOTTLING CO. CONSOLIDATED

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                 (IN THOUSANDS)





<TABLE>



                                                               Additions
                                                Balance at     Charged to                      Balance
                                                 Beginning     Costs and                       at End
Description                                      of  Year       Expenses       Deductions      of Year
-----------                                      --------       --------       ----------      -------

Allowance for  doubtful accounts:
---------------------------------

<S>                       <C>                   <C>             <C>             <C>           <C>
Fiscal year ended January 3, 1999               $   513         $   426         $  339        $   600
                                                =======         =======         ======        =======

Fiscal year ended December 28, 1997             $   410         $   492         $  389        $   513
                                                =======         =======         ======        =======

Fiscal year ended December 29, 1996             $   406         $   436         $  432        $   410
                                                =======         =======         ======        =======

</TABLE>
<PAGE>


                                          SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     COCA-COLA BOTTLING CO. CONSOLIDATED

                                               (REGISTRANT)

<TABLE>

Date: March 31, 1999        By: /s/        J. Frank Harrison, III
                               --------------------------------------------
                                           J. FRANK HARRISON, III
                                   CHAIRMAN  OF  THE  BOARD  OF DIRECTORS
                                       AND CHIEF  EXECUTIVE OFFICER


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


<S>                                                                                   <C>
By:   /s/  J. Frank Harrison, Jr.      Chairman Emeritus of the Board of        March 31,1999
     ----------------------------       Directors and Director
        J. FRANK HARRISON, JR.


By:   /s/ J. Frank Harrison, III       Chairman of the Board of Directors       March 31,1999
     ----------------------------       Chief Executive Officer and Directo
        J. FRANK HARRISON, III


By:   /s/  James L. Moore, Jr.         President and Chief Operating            March 31,1999
     ----------------------------       Officer and Director
        JAMES L. MOORE, JR.


By:   /s/  Reid M. Henson              Vice Chairman of the Board of            March 31,1999
     ----------------------------       Directors and Director
        REID M. HENSON


By:   /s/ H. W. McKay Belk             Director                                 March 31,1999
     ----------------------------
        H. W. MCKAY BELK


By:   /s/  John M. Belk                Director                                 March 31,1999
     ----------------------------
        JOHN M. BELK

<PAGE>



By:   /s/ Evander Holyfield            Director                                 March 31,1999
     ----------------------------
        EVANDER HOLYFIELD


By:   /s/  H. Reid Jones               Director                                 March 31,1999
     ----------------------------
        H. REID JONES


By:   /s/  Ned R. McWherter            Director                                 March 31,1999
     ----------------------------
        NED R. MCWHERTER


By:   /s/  John W. Murrey, III         Director                                 March 31,1999
     ----------------------------
        JOHN W. MURREY, III


By:   /s/  Charles L. Wallace          Director                                 March 31,1999
     ----------------------------
        CHARLES L. WALLACE


By:   /s/  David V. Singer             Vice President and                       March 31,1999
     ----------------------------
        DAVID V. SINGER                 Chief Financial Officer


By:   /s/  Steven D. Westphal          Vice President and                       March 31,1999
     ----------------------------
        STEVEN D. WESTPHAL              Chief Accounting Officer

</TABLE>