##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 3,
    2010   Commission file number 0-9286
  
 (Exact name of registrant as
    specified in its charter)
  Delaware

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

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

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

The Nasdaq Stock Market LLC
    (Global Select Market)      o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
   Large accelerated
    filer o

Accelerated
    filer þ

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

Smaller reporting company o   Rule 12b-2 o þ
    Market Value as ofJune 26, 2009Common Stock, $l.00 Par Value

$270,901,090Class B Common Stock, $l.00 Par Value

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

March 5, 2010Common Stock, $1.00 Par Value


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


2,021,882   Documents
    Incorporated by Reference
  Portions of Proxy Statement to be filed pursuant to
    Section 14 of the Exchange Act with respect to the 2010
    Annual Meeting of Stockholders


Part III, Items 10-14




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##### 





Table of
    Contents
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


17Item 2.


Properties


17Item 3.


Legal Proceedings


18Item 4.


Reserved


18Executive Officers of the Company


18PART IIItem 5.


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


20Item 6.


Selected Financial Data


22Item 7.


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


23Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


52Item 8.


Financial Statements and Supplementary Data


54Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


104Item 9A.


Controls and Procedures


104Item 9B.


Other Information


104PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


105Item 11.


Executive Compensation


105Item 12.


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


105Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


105Item 14.


Principal Accountant Fees and Services


105PART IVItem 15.


Exhibits and Financial Statement Schedules


106Signatures


113EX-10.31EX-12EX-21EX-23EX-31.1EX-31.2EX-32




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##### Table of Contents



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




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##### Table of Contents



Coca-Cola
  The Coca-Cola CompanySparkling Beverages



Products Licensed(including Energy



by Other Beverage

Company OwnedProducts)

Still Beverages

Companies

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

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

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

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




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##### Table of Contents



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




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##### Table of Contents



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




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
    offer marketing funding support and exercise its rights under
    the Cola and Allied Beverage Agreements in a manner consistent
    with its dealings with comparable bottlers;
    offer to the Company any written amendment to the Cola and
    Allied Beverage Agreements (except amendments dealing with
    transfer of ownership) which it offers to any other bottler in
    the United States; and
    subject to certain limited exceptions, sell syrups and
    concentrates to the Company at prices no greater than those
    charged to other bottlers which are parties to contracts
    substantially similar to the Cola and Allied Beverage Agreements.    Still
    Beverage Agreements with The
    Coca-Cola
    Company.
  Coca-Cola
  Exclusivity. Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Pricing. Coca-Cola Coca-Cola
  Term.
  Other
    Beverage Agreements with The
    Coca-Cola
    Company.
  Coca-Cola 10-year 12-month Coca-Cola Coca-Cola
 5




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




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##### Table of Contents



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




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




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##### Table of Contents



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




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Environmental
    Remediation
    Employees
    Exchange
    Act Reports
  www.cokeconsolidated.com Form 10-K, Form 10-Q, Form 8-K www.sec.gov
  1-800-SEC-0330.
  Item 1A.
    Risk
    Factors  Form 10-K,
  The
    Company may not be able to respond successfully to changes in
    the marketplace.
   10




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Recently
    announced and completed acquisitions of bottlers by their
    franchisors may lead to uncertainty in the
    Coca-Cola
    bottler system or adversely impact the Company.
  Coca-Cola Coca-Cola Coca-Cola
  Changes
    in how significant customers market or promote the
    Companys products could reduce revenue.
    Changes
    in public and consumer preferences related to nonalcoholic
    beverages could reduce demand for the Companys products
    and reduce profitability.
    The
    Companys sales can be impacted by the health and stability
    of the general economy.
    Miscalculation
    of the Companys need for infrastructure investment could
    impact the Companys financial results.
   11




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




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




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Changes
    in interest rates could adversely affect the profitability of
    the Company.
    The
    level of the Companys debt could restrict the
    Companys operating flexibility and limit the
    Companys ability to incur additional debt to fund future
    needs.
  and/or
  and/or
  The
    Companys credit rating could be negatively impacted by The
    Coca-Cola
    Company.
  Coca-Cola and/or Coca-Cola
  Recent
    volatility in the financial market may negatively impact the
    Companys ability to access the credit
    markets.
  and/or
 14




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Changes
    in legal contingencies could adversely impact the Companys
    future profitability.
    Legislative
    changes that affect the Companys distribution, packaging
    and products could reduce demand for the Companys products
    or increase the Companys costs.
      Additional
    taxes resulting from tax audits could adversely impact the
    Companys future profitability.
    Natural
    disasters and unfavorable weather could negatively impact the
    Companys future profitability.
    Global
    climate change or legal, regulatory, or market responses to such
    change could adversely impact the Companys future
    profitability.
      Issues
    surrounding labor relations could adversely impact the
    Companys future profitability and/or its operating
    efficiency.
   15




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The
    Companys ability to change distribution methods and
    business practices could be negatively affected by United States
    bottler system disputes.
  Coca-Cola Coca-Cola Coca-Cola
  Managements
    use of estimates and assumptions could have a material effect on
    reported results.
    Obesity
    and other health concerns may reduce demand for some of the
    Companys products.
    The
    Company has experienced public policy challenges regarding the
    sale of soft drinks in schools, particularly elementary, middle
    and high schools.
    The
    concentration of the Companys capital stock ownership with
    the Harrison family limits other stockholders ability to
    influence corporate matters.
     16




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

Utilization *Charlotte, North Carolina


62
%Mobile, Alabama


59
%Nashville, Tennessee


68
%Roanoke, Virginia


68
%   *
    
    Estimated 2010 production divided by capacity (based on
    operations of 6 days per week and 20 hours per day).   17




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Sales
    Distribution Facilities
 Number ofRegion

FacilitiesNorth Carolina


13South Carolina


5South Alabama


4South Georgia


4Middle Tennessee


4Western Virginia


4West Virginia


8Total


42       Item 3.
    Legal
    Proceedings    Item 4.
    Reserved  Executive
    Officers of the Company    J. FRANK HARRISON, III
  WILLIAM B. ELMORE
  HENRY W. FLINT
 18




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STEVEN D. WESTPHAL
  WILLIAM J. BILLIARD
  ROBERT G. CHAMBLESS
  CLIFFORD M. DEAL, III
  NORMAN C. GEORGE
  JAMES E. HARRIS,
  UMESH M. KASBEKAR
  MELVIN F. LANDIS, III
  LAUREN C. STEELE
 19




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  share-for-share
  Fiscal Year2009


2008High


Low


High


LowFirst quarter

$
53.71


$
37.75


$
62.20


$
54.38Second quarter


58.18



46.14



62.13



38.30Third quarter


58.00



47.14



44.03



31.41Fourth quarter


55.28



43.21



46.65



35.00                 Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola
 20




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##### Table of Contents



CUMULATIVE
    TOTAL RETURN*
    Based upon an initial investment of $100 on December 31,
    2004
    with dividends reinvested
  
  12/31/04



12/30/05



12/29/06



12/28/07



12/26/08



12/31/09CCBCC


$
100



$
77



$
125



$
110



$
85



$
105S&P 500


$
100



$
105



$
121



$
128



$
81



$
102Peer Group


$
100



$
106



$
121



$
157



$
112



$
144  21




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

2009


2008


2007


2006


2005Summary of OperationsNet sales

$
1,442,986


$
1,463,615


$
1,435,999


$
1,431,005


$
1,380,172Cost of sales


822,992



848,409



814,865



808,426



761,261Selling, delivery and administrative expenses


525,491



555,728



539,251



537,915



526,783Total costs and expenses


1,348,483



1,404,137



1,354,116



1,346,341



1,288,044Income from operations


94,503



59,478



81,883



84,664



92,128Interest expense, net


37,379



39,601



47,641



50,286



49,279Income before taxes


57,124



19,877



34,242



34,378



42,849Income tax provision


16,581



8,394



12,383



7,917



15,801Net income


40,543



11,483



21,859



26,461



27,048Less: Net income attributable to the noncontrolling interest


2,407



2,392



2,003



3,218



4,097Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated

$
38,136


$
9,091


$
19,856


$
23,243


$
22,951Basic net income per share based on net income attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
4.16


$
.99


$
2.18


$
2.55


$
2.53Class B Common Stock

$
4.16


$
.99


$
2.18


$
2.55


$
2.53Diluted net income per share based on net income attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
4.15


$
.99


$
2.17


$
2.55


$
2.53Class B Common Stock

$
4.13


$
.99


$
2.17


$
2.54


$
2.53Cash dividends per share:Common Stock

$
1.00


$
1.00


$
1.00


$
1.00


$
1.00Class B Common Stock

$
1.00


$
1.00


$
1.00


$
1.00


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


7,072



6,644



6,644



6,643



6,643Class B Common Stock


2,092



2,500



2,480



2,460



2,440Weighted average number of common shares outstanding 
    assuming dilution:Common Stock


9,197



9,160



9,141



9,120



9,083Class B Common Stock


2,125



2,516



2,497



2,477



2,440Year-End Financial PositionTotal assets

$
1,283,077


$
1,315,772


$
1,291,799


$
1,364,467


$
1,341,839Current portion of debt






176,693



7,400



100,000



6,539Current portion of obligations under capital leases


3,846



2,781



2,602



2,435



1,709Obligations under capital leases


59,261



74,833



77,613



75,071



77,493Long-term debt


537,917



414,757



591,450



591,450



691,450Total equity of
    Coca-Cola
    Bottling Co. Consolidated


116,291



76,309



120,504



93,953



75,134   *
    
    See Managements Discussion
    and Analysis of Financial Condition and Results of Operations
    and the accompanying notes to consolidated financial statements
    for additional information.**
    
    All years presented are 52-week
    fiscal years except 2009 which was a 53-week year. The estimated
    net sales, gross margin and selling, delivery and administrative
    expenses for the additional selling week in 2009 of
    approximately $18 million, $6 million and
    $4 million, respectively, are included in reported results
    for 2009. 22




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Coca-Cola
  
    Our Business and the Nonalcoholic Beverage Industry 
    a general description of the Companys business and the
    nonalcoholic beverage industry.
    Areas of Emphasis  a summary of the Companys
    key priorities.
    Overview of Operations and Financial Condition  a
    summary of key information and trends concerning the financial
    results for the three years ended 2009.
    Discussion of Critical Accounting Policies, Estimates and New
    Accounting Pronouncements  a discussion of accounting
    policies that are most important to the portrayal of the
    Companys financial condition and results of operations and
    that require critical judgments and estimates and the expected
    impact of new accounting pronouncements.
    Results of Operations  an analysis of the
    Companys results of operations for the three years
    presented in the consolidated financial statements.
    Financial Condition  an analysis of the
    Companys financial condition as of the end of the last two
    years as presented in the consolidated financial statements.
    Liquidity and Capital Resources  an analysis of
    capital resources, cash sources and uses, investing activities,
    financing activities, off-balance sheet arrangements, aggregate
    contractual obligations and hedging activities.
    Cautionary Information Regarding Forward-Looking Statements.    Coca-Cola Coca-Cola
    23




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##### Table of Contents



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

2009


2008


2007Bottle/can sales:Sparkling beverages (including energy products)

$
1,006,356


$
1,011,656


$
1,007,583Still beverages


206,691



227,171



201,952Total bottle/can sales


1,213,047



1,238,827



1,209,535Other sales:Sales to other
    Coca-Cola
    bottlers


131,153



128,651



127,478Post-mix and other


98,786



96,137



98,986Total other sales


229,939



224,788



226,464Total net sales

$
1,442,986


$
1,463,615


$
1,435,999   Areas
    of Emphasis
    Revenue
    Management
   24




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Product
    Innovation and Beverage Portfolio Expansion
  Coca-Cola ©
  20-year
  Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola
  Distribution
    Cost Management
      
    bulk delivery for large supermarkets, mass merchandisers and
    club stores;
    advanced sale delivery for convenience stores, drug stores,
    small supermarkets and on-premises accounts; and
    full service delivery for its full service vending customers. 25




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Productivity
      Overview
    of Operations and Financial Condition
  The comparison of operating results for 2009 to the operating
    results for 2008 and 2007 are affected by the impact of one
    additional selling week in 2009 due to the Companys fiscal
    year ending on the Sunday closest to December
    31st. The

    estimated net sales, gross margin and S,D&A expenses for
    the additional selling week in 2009 of approximately
    $18 million, $6 million and $4 million,
    respectively, are included in reported results for 2009.
      
    a $10.8 million pre-tax favorable
    mark-to-market
    adjustment to cost of sales related to the Companys 2010
    and 2011 aluminum hedging programs;
    a $5.4 million credit to income tax expense related to the
    reduction of the liability for uncertain tax positions due
    mainly to the lapse of applicable statutes of limitations;
    a $2.4 million pre-tax favorable
    mark-to-market
    adjustment to S,D&A expenses related to the Companys
    2009 and 2010 fuel hedging program; and
    a $1.7 million credit to income tax expense related to the
    agreement with a state tax authority to settle certain prior tax
    positions.    
    a $14.0 million pre-tax charge to freeze the Companys
    liability to the Central States, Southeast and Southwest Areas
    Pension Fund (Central States), a multi-employer
    pension fund, while preserving the pension benefits previously
    earned by Company employees covered by the plan and the expense
    to settle a strike by the employees covered by this plan;
    a $4.6 million pre-tax charge for restructuring expense
    related to the Companys plan initiated in the third
    quarter of 2008 to reorganize the structure of its operating
    units and support services, which resulted in the elimination of
    approximately 350 positions; and
    a $2.0 million pre-tax charge for a
    mark-to-market
    adjustment related to the Companys 2009 fuel hedging
    program.    
    a $2.8 million pre-tax charge related to a simplification
    of the Companys operating management structure and
    reduction in workforce. 26




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##### Table of Contents



Fiscal YearIn thousands (except per share data)

2009


2008


2007Net sales

$
1,442,986


$
1,463,615


$
1,435,999Gross margin


619,994



615,206



621,134S,D&A expenses


525,491



555,728



539,251Income from operations


94,503



59,478



81,883Interest expense, net


37,379



39,601



47,641Income before taxes


57,124



19,877



34,242Income tax provision


16,581



8,394



12,383Net income


40,543



11,483



21,859Net income attributable to the Company


38,136



9,091



19,856Basic net income per share:Common Stock

$
4.16


$
.99


$
2.18Class B Common Stock

$
4.16


$
.99


$
2.18Diluted net income per share:Common Stock

$
4.15


$
.99


$
2.17Class B Common Stock

$
4.13


$
.99


$
2.17       Coca-Cola mark-to-market
       27




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##### Table of Contents



Jan. 3,


Dec. 28,


Dec. 30,In thousands

2010


2008


2007Debt

$
537,917


$
591,450


$
598,850Capital lease obligations


63,107



77,614



80,215Total debt and capital lease obligations


601,024



669,064



679,065Less: Cash, cash equivalents and restricted cash


22,270



45,407



9,871Total net debt and capital lease obligations(1)

$
578,754


$
623,657


$
669,194   (1)
    
    The non-GAAP measure Total net debt and capital lease
    obligations is used to provide investors with additional
    information which management believes is helpful in the
    evaluation of the Companys capital structure and financial
    leverage.  Discussion
    of Critical Accounting Policies, Estimates and New Accounting
    Pronouncements
  Critical
    Accounting Policies and Estimates
      Allowance
    for Doubtful Accounts
      Property,
    Plant and Equipment
   28




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##### Table of Contents



Franchise
    Rights
  Coca-Cola
  Impairment
    Testing of Franchise Rights and Goodwill
        
    market value, using the Companys stock price plus
    outstanding debt;
    discounted cash flow analysis; and
    multiple of earnings before interest, taxes, depreciation and
    amortization based upon relevant industry data.   29




---



##### Table of Contents



Income
    Tax Estimates
    and/or
  Risk
    Management Programs
    Pension
    and Postretirement Benefit Obligations
   30




---



##### Table of Contents



In thousands

.25% Increase


.25% Decrease(Decrease) increase in:Projected benefit obligation at January 3, 2010

$
(7,300
)

$
7,735Net periodic pension cost in 2009


(818
)


857          31




---



##### Table of Contents



In thousands

.25% Increase


.25% DecreaseIncrease (decrease) in:Postretirement benefit obligation at January 3, 2010

$
(1,137
)

$
1,191Service cost and interest cost in 2009


11



(12
)     In thousands

1% Increase


1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at January 3, 2010

$
3,983


$
(3,473
)Service cost and interest cost in 2009


353



(307
)   New
    Accounting Pronouncements
  Recently
    Adopted Pronouncements
           32




---



##### Table of Contents



other-than-temporary other-than-temporary other-than-temporary
      tm
     33




---



##### Table of Contents



Recently
    Issued Pronouncements
      decrease-in-ownership decrease-in-ownership 810-10
   34




---



##### Table of Contents



Results
    of Operations
  2009
    Compared to 2008
  The comparison of operating results for 2009 to the operating
    results for 2008 are affected by the impact of one additional
    selling week in 2009 due to the Companys fiscal year
    ending on the Sunday closest to December
    31st. The

    estimated net sales, gross margin and S,D&A expenses for
    the additional selling week in 2009 of approximately
    $18 million, $6 million and $4 million,
    respectively, are included in reported results for 2009.
    Fiscal YearIn thousands (except per share data)

2009

2008

Change

% ChangeNet sales

$
1,442,986


$
1,463,615


$
(20,629
)


(1.4
)Gross margin


619,994
(1)


615,206



4,788



0.8S,D&A expenses


525,491
(2)


555,728
(4)


(30,237
)


(5.4
)Interest expense, net


37,379



39,601



(2,222
)


(5.6
)Income before taxes


57,124



19,877



37,247



187.4Income tax provision


16,581
(3)


8,394



8,187



97.5Net income


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


11,483
(4)


29,060



NMNet income attributable to the noncontrolling interest


2,407



2,392



15



0.6Net income attributable to
    Coca-ColaBottling Co. Consolidated


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


9,091
(4)


29,045



NMBasic net income per share:Common Stock

$
4.16


$
.99


$
3.17



NMClass B Common Stock

$
4.16


$
.99


$
3.17



NMDiluted net income per share:Common Stock

$
4.15


$
.99


$
3.16



NMClass B Common Stock

$
4.13


$
.99


$
3.14



NM   (1)
    
    Results in 2009 included a credit of $10.8 million
    (pre-tax) or $6.6 million after tax, related to the
    Companys aluminum hedging program, which was reflected as
    a reduction in cost of sales.(2)
    
    Results in 2009 included a credit of $2.4 million
    (pre-tax), or $1.5 million after tax, related to the
    Companys fuel hedging program, which was reflected as a
    reduction in S,D&A expenses.(3)
    
    Results in 2009 included a credit of $1.7 million related
    to the Companys agreement with a state tax authority to
    settle certain prior tax positions, which was reflected as a
    reduction to the income tax provision and a credit of
    $5.4 million related to the reduction of the Companys
    liability for uncertain tax positions mainly due to the lapse of
    applicable statutes of limitations, which was reflected as a
    reduction to the income tax provisions.(4)
    
    Results in 2008 included restructuring costs of
    $4.6 million (pre-tax), or $2.4 million after tax,
    related to the Companys plan to reorganize the structure
    of its operating units and support services and resulted in the
    elimination of approximately 350 positions, which were reflected
    in S,D&A expenses; a charge of $14.0 million
    (pre-tax), or $7.3 million after tax, to freeze the
    Companys liability to the Central States pension plan and
    to settle a strike by employees covered by this plan, while
    preserving the pension benefits previously earned by these
    employees, which was reflected in S,D&A expenses; and a
    charge of $2.0 million (pre-tax), or $1.0 million
    after tax, related to the Companys 2009 fuel hedging
    program, which was reflected in S,D&A expenses. 35




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##### Table of Contents



Net
    Sales
    Amount


Attributable to:(In millions)$
(40.5
)

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


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


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


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

6.0% decrease in post-mix volume(2.0
)

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


Other$
(20.6
)

Total decrease in net sales       Bottle/Can Sales Volume


Bottle/Can Sales VolumeProduct Category

2009


2008


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


86.1
%


84.6
%


(1.7
)Still beverages


13.9
%


15.4
%


(12.4
)Total bottle/can volume


100.0
%


100.0
%


(3.4
)      36




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##### Table of Contents



Cost of
    Sales
        Amount


Attributable to:(In millions)$
(23.4
)

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


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

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

6.0% decrease in post-mix volume2.6


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

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

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


Other$
(25.4
)

Total decrease in cost of sales       Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
  Coca-Cola
  Gross
    Margin
   37




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(17.1
)

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


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

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


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


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


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

Increase in equity investment in a plastic bottle cooperative in
    20082.8


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

6.0% decrease in post-mix volume0.9


Other$
4.8


Total increase in gross margin     S,D&A
    Expenses
  point-of-sale
   38




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(14.3
)

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

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


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

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

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

Decrease in restructuring costs4.2


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


Increase in bad debt expense(1.1
)

Decrease in property and casualty insurance2.7


Other$
(30.2
)

Total decrease in S,D&A expenses            39




---



##### Table of Contents



Interest
    Expense
    Income
    Taxes
      Noncontrolling
    Interest
  Coca-Cola
  2008
    Compared to 2007
    Fiscal YearIn thousands (except per share data)

2008

2007

Change

% ChangeNet sales

$
1,463,615


$
1,435,999


$
27,616



1.9Gross margin


615,206



621,134



(5,928
)


(1.0
)S,D&A expenses


555,728
(1)


539,251
(2)


16,477



3.1Interest expense, net


39,601



47,641



(8,040
)


(16.9
)Income before taxes


19,877
(1)


34,242
(2)


(14,365
)


(42.0
)Income tax provision


8,394



12,383



(3,989
)


(32.2
)Net income


11,483
(1)


21,859
(2)


(10,376
)


(47.5
)Net income attributable to the noncontrolling interest


2,392



2,003



389



19.4Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated


9,091
(1)


19,856
(2)


(10,765
)


(54.2
)Basic net income per share:Common Stock

$
.99


$
2.18


$
(1.19
)


(54.6
)Class B Common Stock

$
.99


$
2.18


$
(1.19
)


(54.6
)Diluted net income per share:Common Stock

$
.99


$
2.17


$
(1.18
)


(54.4
)Class B Common Stock

$
.99


$
2.17


$
(1.18
)


(54.4
)   (1)
    
    Results in 2008 included restructuring costs of
    $4.6 million (pre-tax), or $2.4 million after tax,
    related to the Companys plan to reorganize the structure
    of its operating units and support services and resulted in the
    elimination of approximately 350 positions, which were reflected
    in S,D&A expenses; a charge of $14.0 million
    (pre-tax), or $7.3 million after tax, to freeze the
    Companys liability to the Central States pension plan and
    to settle a strike by employees covered by this plan, while
    preserving the pension benefits previously earned by these
    employees, which was reflected in S,D&A expenses; and a
    charge of $2.0 million (pre-tax), or $1.0 million
    after tax, related to the Companys 2009 fuel hedging
    program, which was reflected in S,D&A expenses. 40




---



##### Table of Contents



(2)
    
    Results for 2007 included restructuring costs of
    $2.8 million (pre-tax), or $1.7 million after tax,
    related to the simplification of the Companys operating
    management structure to improve operating efficiencies across
    its business, which were reflected in S,D&A expenses.  Net
    Sales
    Amount


Attributable to:(In millions)$
26.3


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


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


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


2.0% increase in sales volume to other Coca-Cola bottlers
    primarily due to an increase in sparkling products (excluding
    energy) offset by decreases in tea products volume(8.1
)

10.4% decrease in post-mix volume(1.4
)

1.1% decrease in sales price per unit for sales to other
    Coca-Cola bottlers primarily due to a decrease in energy drink
    volume as a percentage of total volume (energy drinks have a
    higher sales price per unit)1.9


Other$
27.6


Total increase in net sales       Bottle/Can Sales Volume


Bottle/Can Sales VolumeProduct Category

2008


2007


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


84.6
%


85.1
%


(1.3
)Still beverages


15.4
%


14.9
%


2.3Total bottle/can volume


100.0
%


100.0
%


(0.6
)    41




---



##### Table of Contents



Cost of
    Sales
      Amount


Attributable to:(In millions)$
38.2


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


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


2.0% increase in sales volume to other Coca-Cola bottlers
    primarily due to an increase in sparkling products (excluding
    energy) offset by decreases in tea products volume(5.5
)

10.4% decrease in post-mix volume(4.6
)

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

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

Decrease in cost per unit for sales to other Coca-Cola bottlers
    primarily due to a decrease in energy drink volume as a
    percentage of total volume (energy drinks have a higher cost per
    unit)0.7


Other$
33.5


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




---



##### Table of Contents



Amount


Attributable to:(In millions)$
(38.2
)

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


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


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

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


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

1.1% decrease in sales price per unit for sales to other
    Coca-Cola bottlers primarily due to a decrease in energy drink
    volume as a percentage of total volume (energy drinks have a
    higher sales price per unit)(2.6
)

10.4% decrease in post-mix volume2.6


Increase in equity investment in a plastic bottle cooperative3.1


Other$
(5.9
)

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


Attributable to:(In millions)$
14.0


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


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

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


Increase in property and casualty insurance costs(2.6
)

Decrease in marketing costs1.9


Increase in restructuring costs(1.7
)

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

Other$
16.5


Total increase in S,D&A expenses    43




---



##### Table of Contents



mark-to-market
        Interest
    Expense
    Income
    Taxes
    Noncontrolling
    Interest
  Coca-Cola
  Financial
    Condition
  mark-to-market
 44




---



##### Table of Contents




    A decrease in current portion of long-term debt of
    $176.7 million primarily due to the payment of
    $119.3 million of debentures on May 1, 2009 and the
    payment of $57.4 million of debentures on July 1,
    2009. In April 2009, the Company issued $110.0 million of
    unsecured 7% Senior Notes due 2019 and used the proceeds
    for the May 2009 maturity. In addition, $55.0 million in
    borrowings on the Companys $200 million revolving
    credit facility ($200 million facility) which
    is not due until March 2012 were used for the July 2009
    maturity. The $200 million facility has been paid down to
    $15 million as of January 3, 2010.
    An increase in other accrued liabilities of $4.5 million
    primarily due to an increase in employee benefit plan accruals.
    A decrease in accounts payable, trade of $5.6 million
    primarily due to the timing of payments.
    An increase in accounts receivable from and a decrease in
    accounts payable to The
    Coca-Cola
    Company of $.7 million and $7.4 million, respectively,
    primarily due to the timing of payments.
    A decrease in cash and cash equivalents of $27.6 million
    primarily due to the net reduction of debt of $53.5 million.
    An increase in prepaid expenses and other current assets of
    $13.9 million primarily due to transactions related to the
    Companys hedging programs.      Liquidity
    and Capital Resources
  Capital
    Resources
       45




---



##### Table of Contents



Cash
    Sources and Uses
      Fiscal YearIn millions

2009


2008Cash sourcesCash provided by operating activities (excluding income tax and
    pension payments)

$
103.4


$
103.8Proceeds from $200 million facility


15.0



Proceeds from issuance of debt


108.1



Proceeds from the termination of interest rate swap agreements






5.1Proceeds from the sale of property, plant and equipment


8.3



4.2Total cash sources

$
234.8


$
113.1Cash usesCapital expenditures

$
43.3


$
47.9Investment in a plastic bottle manufacturing cooperative






1.0Investment in restricted cash


4.5



Payment of lines of credit, net






7.4Debt issuance costs


1.0



Pension payments


10.1



0.2Investment in distribution agreement






2.3Payment of capital lease obligations


3.3



2.6Payment of current maturities on long-term debt


176.7



Income tax payments


13.8



7.0Dividends


9.2



9.1Other


.5



.1Total cash uses

$
262.4


$
77.6Increase (decrease) in cash

$
(27.6
)

$
35.5    46




---



##### Table of Contents



Investing
    Activities
    Financing
    Activities
             47




---



##### Table of Contents



Long-Term DebtStandard & Poors


BBBMoodys


Baa2       Off-Balance
    Sheet Arrangements
  Coca-Cola
  Aggregate
    Contractual Obligations
    Payments Due by Period2015 andIn thousands

Total


2010


2011-2012


2013-2014


ThereafterContractual obligations:Total debt, net of interest

$
537,917


$



$
165,000


$



$
372,917Capital lease obligations, net of interest


63,107



3,846



7,966



9,214



42,081Estimated interest on debt and capital lease obligations(1)


204,266



33,010



65,000



49,270



56,986Purchase obligations(2)


393,724



89,145



178,290



126,289



Other long-term liabilities(3)


110,529



7,390



14,643



13,301



75,195Operating leases


19,542



3,578



5,101



3,123



7,740Long-term contractual arrangements(4)


21,452



6,868



10,131



4,227



226Postretirement obligations


44,811



2,524



5,446



5,871



30,970Purchase orders(5)


31,019



31,019











Total contractual obligations

$
1,426,367


$
177,380


$
451,577


$
211,295


$
586,115   (1)
    
    Includes interest payments based on contractual terms and
    current interest rates for variable rate debt.(2)
    
    Represents an estimate of the Companys obligation to
    purchase 17.5 million cases of finished product on an
    annual basis through May 2014 from South Atlantic Canners, a
    manufacturing cooperative. 48




---



##### Table of Contents



(3)
    
    Includes obligations under executive benefit plans, unrecognized
    income tax benefits, the liability to exit from a multi-employer
    pension plan and other long-term liabilities.(4)
    
    Includes contractual arrangements with certain prestige
    properties, athletic venues and other locations, and other
    long-term marketing commitments.(5)
    
    Purchase orders include commitments in which a written purchase
    order has been issued to a vendor, but the goods have not been
    received or the services performed.          Hedging
    Activities
  Interest
    Rate Hedging
         49




---



##### Table of Contents



Fuel
    Hedging
  mark-to-market
  mark-to-market
      Aluminum
    Hedging
  mark-to-market
      CAUTIONARY
    INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K,
 50




---



##### Table of Contents




    the Companys belief that the covenants on its
    $200 million facility will not restrict its liquidity or
    capital resources;
    the Companys belief that other parties to certain
    contractual arrangements will perform their obligations;
    potential marketing funding support from The
    Coca-Cola
    Company and other beverage companies;
    the Companys belief that the risk of loss with respect to
    funds deposited with banks is minimal;
    the Companys belief that disposition of certain claims and
    legal proceedings will not have a material adverse effect on its
    financial condition, cash flows or results of operations and
    that no material amount of loss in excess of recorded amounts is
    reasonably possible;
    managements belief that the Company has adequately
    provided for any ultimate amounts that are likely to result from
    tax audits;
    managements belief that the Company has sufficient
    resources available to finance its business plan, meet its
    working capital requirements and maintain an appropriate level
    of capital spending;
    the Companys belief that the cooperatives whose debt and
    lease obligations the Company guarantees have sufficient assets
    and the ability to adjust selling prices of their products to
    adequately mitigate the risk of material loss and that the
    cooperatives will perform their obligations under their debt and
    lease agreements;
    the Companys ability to issue $190 million of
    securities under acceptable terms under its shelf registration
    statement;
    the Companys belief that certain franchise rights are
    perpetual or will be renewed upon expiration;
    the Companys key priorities which are revenue management,
    product innovation and beverage portfolio expansion,
    distribution cost management and productivity;
    the Companys expectation that new product introductions,
    packaging changes and sales promotions will continue to require
    substantial expenditures;
    the Companys belief that there is substantial and
    effective competition in each of the exclusive geographic
    territories in the United States in which it operates for the
    purposes of the United States Soft Drink Interbrand Competition
    Act;
    the Companys hypothetical calculation of the impact of a
    1% increase in interest rates on outstanding floating rate debt
    and capital lease obligations for the next twelve months as of
    January 3, 2010;
    the Companys belief that it may market and sell nationally
    certain products it has developed and owns;
    the Companys belief that cash requirements for income
    taxes will be in the range of $20 million to
    $25 million in 2010;
    the Companys anticipation that pension expense related to
    the two Company-sponsored pension plans is estimated to be
    approximately $6 million in 2010;
    the Companys belief that cash contributions in 2010 to its
    two Company-sponsored pension plans will be in the range of
    $5 million to $7 million;
    the Companys belief that postretirement benefit payments
    are expected to be approximately $2.5 million in 2010;
    the Companys expectation that additions to property, plant
    and equipment in 2010 will be in the range of $50 million
    to $60 million;
    the Companys belief that compliance with environmental
    laws will not have a material adverse effect on its capital
    expenditures, earnings or competitive position; 51




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##### Table of Contents




    the Companys belief that the demand for sugar sparkling
    beverages (other than energy products) may continue to decline;
    the Companys belief that the majority of its deferred tax
    assets will be realized;
    the Companys intention to renew substantially all the
    Allied Beverage Agreements and Still Beverage Agreements as they
    expire;
    the Companys beliefs and estimates regarding the impact of
    the adoption of certain new accounting pronouncements;
    the Companys belief that innovation of new brands and
    packages will continue to be critical to the Companys
    overall revenue;
    the Companys beliefs that the growth prospects of
    Company-owned or exclusive licensed brands appear promising and
    the cost of developing, marketing and distributing these brands
    may be significant;
    the Companys expectation that unrecognized tax benefits
    may change over the next 12 months as a result of tax
    audits but will not have a significant impact on the
    consolidated financial statements;
    the Companys belief that all of the banks participating in
    the Companys $200 million facility have the ability
    to and will meet any funding requests from the Company;
    the Companys belief that it is competitive in its
    territories with respect to the principal methods of competition
    in the nonalcoholic beverage industry; and
    the Companys estimate that a 10% increase in the market
    price of certain commodities over the current market prices
    would cumulatively increase costs during the next 12 months
    by approximately $23 million assuming no change in volume.      Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk    Debt and
    Derivative Financial Instruments
   52




---



##### Table of Contents



Raw
    Material and Commodity Prices
    mark-to-market
  mark-to-market
  Effect of
    Changing Prices
   53




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
 
  Jan. 3,


Dec. 28,In thousands (except share data)

2010


2008ASSETSCurrent assets:Cash and cash equivalents

$
17,770


$
45,407Restricted cash


4,500



Accounts receivable, trade, less allowance for doubtful accounts
    
    of $2,187 and $1,188, respectively


92,727



99,849Accounts receivable from The
    Coca-Cola
    Company


4,109



3,454Accounts receivable, other


17,005



12,990Inventories


59,122



65,497Prepaid expenses and other current assets


35,016



21,121Total current assets


230,249



248,318Property, plant and equipment,net


326,701



338,156Leased property under capital leases, net


51,548



66,730Other assets


46,508



33,937Franchise rights


520,672



520,672Goodwill


102,049



102,049Other identifiable intangible assets, net


5,350



5,910Total

$
1,283,077


$
1,315,772    54




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    BALANCE SHEETS
  Jan. 3,


Dec. 28,2010


2008LIABILITIES AND EQUITYCurrent liabilities:Current portion of debt

$



$
176,693Current portion of obligations under capital leases


3,846



2,781Accounts payable, trade


36,794



42,383Accounts payable to The
    Coca-Cola
    Company


27,880



35,311Other accrued liabilities


61,978



57,504Accrued compensation


25,963



23,285Accrued interest payable


5,521



8,139Total current liabilities


161,982



346,096Deferred income taxes


158,548



139,338Pension and postretirement benefit obligations


89,306



107,005Other liabilities


106,968



107,037Obligations under capital leases


59,261



74,833Long-term debt


537,917



414,757Total liabilities


1,113,982



1,189,066Commitments and Contingencies (Note 13)Equity:Convertible Preferred Stock, $100.00 par value:Authorized-50,000 shares; Issued-NoneNonconvertible Preferred Stock, $100.00 par value:Authorized-50,000 shares; Issued-NonePreferred Stock, $.01 par value:Authorized-20,000,000 shares; Issued-NoneCommon Stock, $1.00 par value:Authorized-30,000,000 shares; Issued  10,203,821
    and 9,706,051 shares, respectively


10,204



9,706Class B Common Stock, $1.00 par value:Authorized-10,000,000 shares; Issued  2,649,996
    and 3,127,766 shares, respectively


2,649



3,127Class C Common Stock, $1.00 par value:Authorized-20,000,000 shares; Issued-NoneCapital in excess of par value


103,464



103,582Retained earnings


107,995



79,021Accumulated other comprehensive loss


(46,767
)


(57,873
)177,545



137,563Less-Treasury stock, at cost:Common Stock-3,062,374 shares


60,845



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


409



409Total equity of
    Coca-Cola
    Bottling Co. Consolidated


116,291



76,309Noncontrolling interest


52,804



50,397Total equity


169,095



126,706Total

$
1,283,077


$
1,315,772    55




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Fiscal YearIn thousands (except per share data)

2009


2008


2007Net sales

$
1,442,986


$
1,463,615


$
1,435,999Cost of sales


822,992



848,409



814,865Gross margin


619,994



615,206



621,134Selling, delivery and administrative expenses


525,491



555,728



539,251Income from operations


94,503



59,478



81,883Interest expense, net


37,379



39,601



47,641Income before taxes


57,124



19,877



34,242Income tax provision


16,581



8,394



12,383Net income


40,543



11,483



21,859Less: Net income attributable to the noncontrolling interest


2,407



2,392



2,003Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated

$
38,136


$
9,091


$
19,856Basic net income per share based on net income attributable
    to Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
4.16


$
.99


$
2.18Weighted average number of Common Stock shares outstanding


7,072



6,644



6,644Class B Common Stock

$
4.16


$
.99


$
2.18Weighted average number of Class B Common Stock shares
    outstanding


2,092



2,500



2,480Diluted net income per share based on net income attributable
    to Coca-Cola
    Bottling Co. Consolidated:Common Stock

$
4.15


$
.99


$
2.17Weighted average number of Common Stock shares
    outstanding  assuming dilution


9,197



9,160



9,141Class B Common Stock

$
4.13


$
.99


$
2.17Weighted average number of Class B Common Stock shares
    outstanding  assuming dilution


2,125



2,516



2,497    56




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##### Table of Contents



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

2009


2008


2007Cash Flows from Operating ActivitiesNet income

$
40,543


$
11,483


$
21,859Adjustments to reconcile net income to net cash provided byoperating activities:Depreciation expense


60,808



67,572



67,881Amortization of intangibles


560



701



445Deferred income taxes


7,633



559



(4,165
)Losses on sale of property, plant and equipment


1,271



159



445Provision for liabilities to exit multi-employer pension plan






14,012



Amortization of debt costs


2,303



2,449



2,678Stock compensation expense


2,161



1,130



1,171Amortization of deferred gains related to terminated interest
    
    rate agreements


(2,071
)


(2,160
)


(1,698
)(Increase) decrease in current assets less current liabilities


(18,464
)


5,912



1,947(Increase) decrease in other noncurrent assets


(13,700
)


627



1,058Increase (decrease) in other noncurrent liabilities


(1,539
)


(5,635
)


3,854Other


(2
)


(180
)


23Total adjustments


38,960



85,146



73,639Net cash provided by operating activities


79,503



96,629



95,498Cash Flows from Investing ActivitiesAdditions to property, plant and equipment


(43,339
)


(47,866
)


(48,226
)Proceeds from the sale of property, plant and equipment


8,282



4,231



8,566Investment in a plastic bottle manufacturing cooperative






(968
)


(3,377
)Investment in distribution agreement






(2,309
)


Investment in restricted cash


(4,500
)






Net cash used in investing activities


(39,557
)


(46,912
)


(43,037
)Cash Flows from Financing ActivitiesProceeds from issuance of long-term debt


108,160







Borrowing under revolving credit facility


15,000







Payment of current portion of long-term debt


(176,693
)






(100,000
)Proceeds (payment) of lines of credit, net






(7,400
)


7,400Cash dividends paid


(9,162
)


(9,144
)


(9,124
)Excess tax benefits from stock-based compensation


(98
)


3



173Principal payments on capital lease obligations


(3,263
)


(2,602
)


(2,435
)Proceeds from termination of interest rate swap agreements






5,142



Payments for the termination of interest rate lock agreements


(340
)






Debt issuance costs paid


(1,042
)






Other


(145
)


(180
)


(427
)Net cash used in financing activities


(67,583
)


(14,181
)


(104,413
)Net increase (decrease) in cash


(27,637
)


35,536



(51,952
)Cash at beginning of year


45,407



9,871



61,823Cash at end of year

$
17,770


$
45,407


$
9,871Significant non-cash investing and financing activitiesIssuance of Class B Common Stock in connection with stock
    award

$
1,130


$
1,171


$
929Capital lease obligations incurred


660







5,144    57




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##### Table of Contents



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





TotalClass B


Capital in





Other





EquityCommon


Common


Excess of


Retained


Comprehensive


Treasury


of


Noncontrolling


TotalIn thousands

Stock


Stock


Par Value


Earnings


Loss


Stock


CCBCC


Interest


EquityBalance on Dec. 31, 2006

$
9,705


$
3,088


$
101,145


$
68,495


$
(27,226
)

$
(61,254
)

$
93,953


$
46,002


$
139,955Comprehensive income:Net income














19,856











19,856



2,003



21,859Foreign currency translation adjustments, net of tax


















23







23







23Pension and postretirement benefit adjustments, net of tax


















14,452







14,452







14,452Total comprehensive income


























34,331



2,003



36,334Cash dividends paidCommon ($1 per share)














(6,644
)










(6,644
)






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














(2,480
)










(2,480
)






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






20



(20
)






















Stock compensation expense










1,344















1,344







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


1



(1
)


























Balance on Dec. 30, 2007

$
9,706


$
3,107


$
102,469


$
79,227


$
(12,751
)

$
(61,254
)

$
120,504


$
48,005


$
168,509Comprehensive income:Net income














9,091











9,091



2,392



11,483Foreign currency translation adjustments, net of tax


















(9
)






(9
)






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


















(44,999
)






(44,999
)






(44,999
)Total comprehensive income


























(35,917
)


2,392



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














(153
)


(114
)






(267
)






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














(6,644
)










(6,644
)






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














(2,500
)










(2,500
)






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






20



(20
)






















Stock compensation expense










1,133















1,133







1,133Balance on Dec. 28, 2008

$
9,706


$
3,127


$
103,582


$
79,021


$
(57,873
)

$
(61,254
)

$
76,309


$
50,397


$
126,706Comprehensive income:Net income














38,136











38,136



2,407



40,543Ownership share of Southeastern OCI


















(49
)






(49
)






(49
)Foreign currency translation adjustments, net of tax


















(1
)






(1
)






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


















11,156







11,156







11,156Total comprehensive income


























49,242



2,407



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














(7,017
)










(7,017
)






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














(2,145
)










(2,145
)






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






20



(20
)






















Stock compensation adjustment










(98
)














(98
)






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


498



(498
)


























Balance on Jan. 3, 2010

$
10,204


$
2,649


$
103,464


$
107,995


$
(46,767
)

$
(61,254
)

$
116,291


$
52,804


$
169,095    58




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Significant
    Accounting Policies  Coca-Cola Coca-Cola
        Coca-Cola
    Cash
    and Cash Equivalents
    Credit
    Risk of Trade Accounts Receivable
   59




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Inventories
  first-in,
  Property,
    Plant and Equipment
      Leased
    Property Under Capital Leases
    Internal
    Use Software
    Franchise
    Rights and Goodwill
     60




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    
    market value, using the Companys stock price plus
    outstanding debt;
    discounted cash flow analysis; and
    multiple of earnings before interest, taxes, depreciation and
    amortization based upon relevant industry data.        Other
    Identifiable Intangible Assets
    Pension
    and Postretirement Benefit Plans
          Income
    Taxes
   61




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
        Revenue
    Recognition
    Coca-Cola Coca-Cola Coca-Cola Coca-Cola Coca-Cola
    Marketing
    Programs and Sales Incentives
  Coca-Cola agreed-upon and/or
  Coca-Cola
  Marketing
    Funding Support
  Coca-Cola
  Coca-Cola
 62




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Derivative
    Financial Instruments
      Interest
    Rate Hedges
    
    Identifying and matching of the hedging instrument and the
    hedged item to ensure that significant features coincide such as
    maturity dates and interest reset dates;
    Identifying the nature of the risk being hedged and the
    Companys intent for undertaking the hedge;
    Assessing the hedging instruments effectiveness in
    offsetting the exposure to changes in the hedged items
    fair value or variability to cash flows attributable to the
    hedged risk;
    Assessing evidence that, at the hedges inception and on an
    ongoing basis, it is expected that the hedging relationship will
    be highly effective in achieving an offsetting change in the
    fair value or cash flows that are attributable to the hedged
    risk; and
    Maintaining a process to review all hedges on an ongoing basis
    to ensure continued qualification for hedge accounting.       63




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Fuel
    Hedges
  mark-to-market
  Aluminum
    Hedges
  mark-to-market
  Risk
    Management Programs
    Cost
    of Sales
    Selling,
    Delivery and Administrative Expenses
  point-of-sale
  Shipping
    and Handling Costs
     64




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Stock
    Compensation with Contingent Vesting
              Net
    Income Per Share
   65




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (a)
    Income from continuing operations (net income) is
    reduced by the amount of dividends declared in the current
    period for each class of stock and by the contractual amount of
    dividends that must be paid for the current period.  (b)
    The remaining earnings (undistributed earnings) are
    allocated to Common Stock and Class B Common Stock to the
    extent that each security may share in earnings as if all of the
    earnings for the period had been distributed. The total earnings
    allocated to each security is determined by adding together the
    amount allocated for dividends and the amount allocated for a
    participation feature.  (c)
    The total earnings allocated to each security is then divided by
    the number of outstanding shares of the security to which the
    earnings are allocated to determine the earnings per share for
    the security.  (d)
    Basic and diluted earnings per share (EPS) data are
    presented for each class of common stock.        one-for-one
     66




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##### Table of Contents



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


Dec. 28,In thousands

2010


2008Finished products

$
33,686


$
36,418Manufacturing materials


8,275



12,620Plastic shells, plastic pallets and other inventories


17,161



16,459Total inventories

$
59,122


$
65,497   4.
    Property,
    Plant and Equipment    Jan. 3,


Dec. 28,


EstimatedIn thousands

2010


2008


Useful LivesLand

$
12,671


$
12,167Buildings


111,314



109,384



10-50 yearsMachinery and equipment


127,068



118,934



5-20 yearsTransportation equipment


156,692



176,084



4-17 yearsFurniture and fixtures


36,573



38,254



4-10 yearsCold drink dispensing equipment


312,079



319,188



6-15 yearsLeasehold and land improvements


64,390



60,142



5-20 yearsSoftware for internal use


65,290



59,786



3-10 yearsConstruction in progress


7,907



4,891Total property, plant and equipment, at cost


893,984



898,830Less: Accumulated depreciation and amortization


567,283



560,674Property, plant and equipment, net

$
326,701


$
338,156      67




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   5.
    Leased
    Property Under Capital Leases    Jan. 3,


Dec. 28,


EstimatedIn thousands

2010


2008


Useful LivesLeased property under capital leases

$
76,877


$
88,619



3-20 yearsLess: Accumulated amortization


25,329



21,889Leased property under capital leases, net

$
51,548


$
66,730     6.
    Franchise
    Rights and Goodwill    Dec. 28,





Jan. 3,In thousands

2008


Activity


2010Franchise rights

$
520,672


$



$
520,672Accumulated impairment losses










Total franchise rights

$
520,672


$



$
520,672   Dec. 30,





Dec. 28,In thousands

2007


Activity


2008Franchise rights

$
520,672


$



$
520,672Accumulated impairment losses










Total franchise rights

$
520,672


$



$
520,672     Dec. 28,





Jan. 3,In thousands

2008


Activity


2010Goodwill

$
102,049


$



$
102,049Accumulated impairment losses










Total goodwill

$
102,049


$



$
102,049   Dec. 30,





Dec. 28,In thousands

2007


Activity


2008Goodwill

$
102,049


$



$
102,049Accumulated impairment losses










Total goodwill

$
102,049


$



$
102,049    68




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   7.
    Other
    Identifiable Intangible Assets    Jan. 3,


Dec. 28,


EstimatedIn thousands

2010


2008


Useful LivesOther identifiable intangible assets

$
8,665


$
8,909



1-20 yearsLess: Accumulated amortization


3,315



2,999Other identifiable intangible assets, net

$
5,350


$
5,910     8.
    Other
    Accrued Liabilities    Jan. 3,


Dec. 28,In thousands

2010


2008Accrued marketing costs

$
9,738


$
9,001Accrued insurance costs


18,086



17,132Accrued taxes (other than income taxes)


408



374Employee benefit plan accruals


12,015



8,626Checks and transfers yet to be presented for payment from zero
    balance cash account


11,862



11,074All other accrued expenses


9,869



11,297Total other accrued liabilities

$
61,978


$
57,504   9.
    Debt    Interest


Interest

Jan. 3,


Dec. 28,In thousands

Maturity


Rate


Paid

2010


2008Revolving Credit Facility


2012



0.60
%

Varies

$
15,000


$
Debentures


2009



7.20
%

Semi-annually






57,440Debentures


2009



6.375
%

Semi-annually






119,253Senior Notes


2012



5.00
%

Semi-annually


150,000



150,000Senior Notes


2015



5.30
%

Semi-annually


100,000



100,000Senior Notes


2016



5.00
%

Semi-annually


164,757



164,757Senior Notes


2019



7.00
%

Semi-annually


110,000



Unamortized discount on Senior Notes


2019









(1,840
)


537,917



591,450Less: Current portion of debt
















176,693Long-term debt











$
537,917


$
414,757  69




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    In thousands2010

$
2011


2012


165,0002013


2014


Thereafter


372,917Total debt

$
537,917          70




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
            10.
    Derivative
    Financial Instruments  Interest
           71




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##### Table of Contents



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

Classification of Gain (Loss)

2009


2008


2007Fuel Hedges

Selling, delivery and administrative expenses

$
2.4


$
(0.8
)

$
0.9Aluminum Hedges

Cost of sales


10.8







Total Net Gain (Loss)



$
13.2


$
(0.8
)

$
0.9     Classification of

Jan. 3,In thousands

Derivative Instruments

2010AssetsFuel hedges at fair market value

Prepaid expenses and other current assets

$
1,617Aluminum hedges at fair market value

Prepaid expenses and other current assets


3,303Unamortized cost of fuel hedging agreements

Prepaid expenses and other current assets


863Unamortized cost of aluminum hedging agreements

Prepaid expenses and other current assets


967Aluminum hedges at fair market value

Other assets


7,149Unamortized cost of aluminum hedging agreements

Other assets


2,453     Notional


LatestIn millions

Amount


MaturityFuel hedging agreements

$
10.0



December 2010Aluminum hedging agreements


48.4



December 2011  72




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   11.
    Fair
    Values of Financial Instruments    Cash
    and Cash Equivalents, Restricted Cash, Accounts Receivable and
    Accounts Payable
    Public
    Debt Securities
    Non-Public
    Variable Rate Debt
    Deferred
    Compensation Plan Assets/Liabilities
    Derivative
    Financial Instruments
    Letters
    of Credit
      Jan. 3, 2010


Dec. 28, 2008Carrying


Fair


Carrying


FairIn thousands

Amount


Value


Amount


ValuePublic debt securities

$
522,917


$
557,758


$
591,450


$
559,963Non-public variable rate debt


15,000



15,000







Deferred compensation plan assets/liabilities


8,471



8,471



5,446



5,446Fuel hedging agreements


(1,617
)


(1,617
)


1,985



1,985Aluminum hedging agreements


(10,452
)


(10,452
)






Letters of credit






29,951







19,274    73




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
                Jan. 3, 2010


Dec. 28, 2008In thousands

Level 1


Level 2


Level 1


Level 2AssetsDeferred compensation plan assets

$
8,471






$
5,446Fuel hedging agreements





$
1,617Aluminum hedging agreements





$
10,452LiabilitiesDeferred compensation plan liabilities

$
8,471






$
5,446Fuel hedging agreements













$
1,985          74




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   12.
    Other
    Liabilities    Jan. 3,


Dec. 28,In thousands

2010


2008Accruals for executive benefit plans

$
85,382


$
77,299Other


21,586



29,738Total other liabilities

$
106,968


$
107,037       20-year
     75




---



##### Table of Contents



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

Capital Leases


Operating Leases


Total2010

$
8,118


$
3,578


$
11,6962011


7,921



3,098



11,0192012


7,882



2,003



9,8852013


7,928



1,585



9,5132014


8,080



1,538



9,618Thereafter


52,683



7,740



60,423Total minimum lease payments


92,612


$
19,542


$
112,154Less: Amounts representing interest


29,505Present value of minimum lease payments


63,107Less: Current portion of obligations under capital leases


3,846Long-term portion of obligations under capital leases

$
59,261       Coca-Cola
 76




---



##### Table of Contents



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




---



##### Table of Contents



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

2009


2008


2007Current:Federal

$
8,657


$
7,661


$
16,393State


291



174



155Total current provision

$
8,948


$
7,835


$
16,548Deferred:Federal

$
6,349


$
(177
)

$
(5,589
)State


1,284



736



1,424Total deferred provision (benefit)

$
7,633


$
559


$
(4,165
)Income tax expense

$
16,581


$
8,394


$
12,383     Fiscal YearIn thousands

2009


2008


2007Statutory expense

$
19,151


$
6,120


$
11,283State income taxes, net of federal benefit


2,315



762



1,404Change in reserve for uncertain tax positions


(6,266
)


1,228



309Valuation allowance change


(5
)


(286
)


(269
)Manufacturing deduction benefit


(420
)


(490
)


(1,120
)Meals and entertainment


871



740



597Other, net


935



320



179Income tax expense

$
16,581


$
8,394


$
12,383    78




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##### Table of Contents



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

2009


2008


2007Gross unrecognized tax benefits at the beginning of the year

$
8,000


$
7,258


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






938



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


(214
)


(133
)


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


2,535



240



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


(594
)






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


(5,078
)


(303
)


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

$
4,649


$
8,000


$
7,258              79




---



##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    Jan. 3,


Dec. 28,In thousands

2010


2008Intangible assets

$
121,620


$
120,956Depreciation


70,848



66,513Investment in Piedmont


40,615



40,152Pension (nonunion)


14,649



11,550Debt exchange premium


3,187



2,726Inventory


6,013



5,550Deferred income tax liabilities


256,932



247,447Net operating loss carryforwards


(8,802
)


(10,565
)Deferred compensation


(33,211
)


(31,594
)Postretirement benefits


(14,441
)


(14,567
)Termination of interest rate agreements






(2,791
)Capital lease agreements


(4,277
)


(3,939
)Pension (union)


(4,147
)


(4,262
)Other


(5,851
)


(6,157
)Deferred income tax assets


(70,729
)


(73,875
)Valuation allowance for deferred tax assets


530



535Total deferred income tax liability


186,733



174,107Net current deferred income tax liability (asset)


(2,354
)


(3,081
)Net noncurrent deferred income tax liability before accumulated
    other comprehensive income


189,087



177,188Deferred taxes recognized in other comprehensive income


(30,539
)


(37,850
)Net noncurrent deferred income tax liability

$
158,548


$
139,338     and/or
   80




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   15.
    Accumulated
    Other Comprehensive Income (Loss)      Dec. 28,


Pre-tax


Tax


Jan. 3,In thousands

2008


Activity


Effect


2010Net pension activity:Actuarial loss

$
(56,717
)

$
26,536


$
(10,445
)

$
(40,626
)Prior service costs


(45
)


13



(5
)


(37
)Net postretirement benefits activity:Actuarial loss


(9,625
)


(6,341
)


2,496



(13,470
)Prior service costs


8,459



(1,785
)


702



7,376Transition asset


41



(25
)


10



26Ownership share of Southeastern OCI






(81
)


32



(49
)Foreign currency translation adjustment


14



(2
)


1



13Total

$
(57,873
)

$
18,315


$
(7,209
)

$
(46,767
)   RemeasurementDec. 30,


Adjustment


Pre-tax


Tax


Dec. 28,In thousands

2007


After Tax(1)


Activity


Effect


2008Net pension activity:Actuarial loss

$
(12,684
)

$
23


$
(72,660
)

$
28,604


$
(56,717
)Prior service costs


(55
)


1



16



(7
)


(45
)Net postretirement benefits activity:Actuarial loss


(9,928
)


141



253



(91
)


(9,625
)Prior service costs


9,833



(275
)


(1,784
)


685



8,459Transition asset


60



(4
)


(25
)


10



41Foreign currency translation adjustment


23







(17
)


8



14Total

$
(12,751
)

$
(114
)

$
(74,217
)

$
29,209


$
(57,873
)   (1)
    
    See Note 17 of the consolidated financial statements for
    additional information.  16.
    Capital
    Transactions  sm share-for-share
     81




---



##### Table of Contents



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

Grant-Date

CompensationYear

Awarded

Price

Expense2007


20,000


$
58.53


$
1,170,6002008


20,000



56.50



1,130,000    82




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
          Coca-Cola
  17.
    Benefit
    Plans  Adopted
    Pronouncement
    Before





AfterRemeasurement





RemeasurmentIn thousands

Adjustment


Adjustment


AdjustmentPension and postretirement benefit obligations

$
32,758


$
434


$
33,192Deferred income taxes


168,540



(167
)


168,373Total liabilities


1,123,290



267



1,123,557Retained earnings


79,227



(153
)


79,074Accumulated other comprehensive loss


(12,751
)


(114
)


(12,865
)Total equity


168,509



(267
)


168,242   Pension
    Plans
   83




---



##### Table of Contents



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

2009


2008Projected benefit obligation at beginning of year

$
188,983


$
175,592Service cost(1)


71



89Interest cost(1)


11,136



11,706Actuarial (gain) loss(1)


(255
)


8,292Benefits paid(1)


(6,352
)


(6,696
)Projected benefit obligation at end of year

$
193,583


$
188,983   (1)
    
    2008 amounts are for the 13 month period from the 2007
    measurement date (November 30) to the 2008 year-end.      Change in
    Plan Assets
  In thousands

2009


2008Fair value of plan assets at beginning of year

$
116,519


$
173,099Actual return on plan assets(1)


26,297



(50,034
)Employer contributions(1)


10,100



150Benefits paid(1)


(6,352
)


(6,696
)Fair value of plan assets at end of year

$
146,564


$
116,519   (1)
    
    2008 amounts are for the 13 month period from the 2007
    measurement date (November 30) to the 2008 year-end. 84




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   Funded
    Status
  Jan. 3,


Dec. 28,In thousands

2010


2008Projected benefit obligation

$
(193,583
)

$
(188,983
)Plan assets at fair value


146,564



116,519Net funded status

$
(47,019
)

$
(72,464
)   Amounts
    Recognized in the Consolidated Balance Sheets
  Jan. 3,


Dec. 28,In thousands

2010


2008Current liabilities

$



$
Noncurrent liabilities


(47,019
)


(72,464
)Net amount recognized

$
(47,019
)

$
(72,464
)   Net
    Periodic Pension Cost
  Fiscal YearIn thousands

2009


2008


2007Service cost

$
71


$
82


$
78Interest cost


11,136



10,806



10,536Expected return on plan assets


(9,342
)


(13,641
)


(12,899
)Amortization of prior service cost


13



16



24Recognized net actuarial loss


9,327



444



2,490Net periodic pension cost (income)

$
11,205


$
(2,293
)

$
229   Significant
    Assumptions Used
  2009


2008


2007Projected benefit obligation at the measurement date:Discount rate


6.00
%


6.00
%


6.25
%Weighted average rate of compensation increase


N/A



N/A



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


6.00
%


6.25
%


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


8.00
%


8.00
%


8.00
%Weighted average rate of compensation increase


N/A



N/A



N/A  85




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Cash
    Flows
  In thousandsAnticipated future pension benefit payments for the fiscal years:2010

$
6,4982011


6,7632012


7,1592013


7,6262014


8,0462015  2019


45,541     Plan
    Assets
    WeightedAverageExpectedTarget


Percentage of Plan


Long-TermAllocation


Assets at Fiscal Year-End


Rate of2010


2009


2008


Return - 2009U.S. large capitalization equity securities


40
%


41
%


42
%


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


10
%


4
%


4
%


.4
%International equity securities


15
%


11
%


12
%


1.1
%Debt securities


35
%


44
%


42
%


2.6
%Total


100
%


100
%


100
%


8.0
%     tm tm tm
   86




---



##### Table of Contents



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


Significant OtherIdentical Assets


Observable InputIn thousands

(Level 1)


(Level 2)


TotalCash equivalents(1)Common/collective trust funds

$



$
323


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


19,387







19,387U.S. mid-capitalization


4,174







4,174International


101







101Common/collective trust funds(3)






58,500



58,500Other


726







726Fixed incomeCommon/collective trust funds(3)






63,353



63,353Total

$
24,388


$
122,176


$
146,564   (1)
    
    Cash equivalents are valued at $100/unit which approximates fair
    value.(2)
    
    Equity securities other than common/collective trust funds
    consist primarily of common stock. Investments in common stocks
    are valued using quoted market prices multiplied by the number
    of shares owned.(3)
    
    The underlying investments held in common/collective trust funds
    are actively managed equity securities and fixed income
    investment vehicles that are valued at the net asset value per
    share multiplied by the number of shares held as of the
    measurement date.    401(k)
    Savings Plan
    Postretirement
    Benefits
   87




---



##### Table of Contents



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

2009


2008Benefit obligation at beginning of year

$
36,832


$
35,437Service cost(1)


617



638Interest cost(1)


2,295



2,681Plan participants contributions(1)


537



675Actuarial loss (gain)(1)


7,384



678Benefits paid(1)


(2,957
)


(3,368
)Medicare Part D subsidy reimbursement


103



91Benefit obligation at end of year

$
44,811


$
36,832Fair value of plan assets at beginning of year

$



$
Employer contributions(1)


2,317



2,602Plan participants contributions(1)


537



675Benefits paid(1)


(2,957
)


(3,368
)Medicare Part D subsidy reimbursement


103



91Fair value of plan assets at end of year

$



$
    (1)
    
    2008 amounts are for the 15 month period from the 2007
    measurement date (September 30) to the 2008 year-end.  Jan. 3,


Dec. 28,In thousands

2010


2008Current liabilities

$
(2,524
)

$
(2,291
)Noncurrent liabilities


(42,287
)


(34,541
)Accrued liability at end of year

$
(44,811
)

$
(36,832
)     Fiscal YearIn thousands

2009


2008


2007Service cost

$
617


$
511


$
425Interest cost


2,295



2,145



2,209Amortization of unrecognized transitional assets


(25
)


(25
)


(25
)Recognized net actuarial loss


1,043



916



1,220Amortization of prior service cost


(1,784
)


(1,784
)


(1,784
)Net periodic postretirement benefit cost

$
2,146


$
1,763


$
2,045   Significant Assumptions Used

2009

2008

2007Benefit obligation at the measurement date:Discount rate


5.75
%


6.25
%


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


6.25
%


6.25
%


5.75
%  88




---



##### Table of Contents



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

1% Increase

1% DecreaseIncrease (decrease) in:Postretirement benefit obligation at January 3, 2010

$
3,983


$
(3,473
)Service cost and interest cost in 2009


353



(307
)   Cash
    Flows
  In thousandsAnticipated future postretirement benefit payments reflecting
    expected future service for the fiscal years:2010

$
2,5242011


2,6632012


2,7832013


2,8462014


3,0252015  2019


16,091       Dec. 28,


Actuarial


Reclassification


Jan. 3,In thousands

2008


Gain (Loss)


Adjustments


2010Pension Plans:Actuarial loss

$
(93,735
)

$
17,210


$
9,326


$
(67,199
)Prior service cost (credit)


(73
)






12



(61
)Postretirement Medical:Actuarial loss


(15,891
)


(7,384
)


1,043



(22,232
)Prior service cost (credit)


13,985







(1,784
)


12,201Transition asset


67







(24
)


43$
(95,647
)

$
9,826


$
8,573


$
(77,248
)  89




---



##### Table of Contents



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


PostretirementIn thousands

Plans


Medical


TotalActuarial loss

$
5,980


$
1,365


$
7,345Prior service cost (credit)


12



(1,784
)


(1,772
)Transitional asset






(25
)


(25
)$
5,992


$
(444
)

$
5,548   Multi-Employer
    Benefits
      18.
    Related
    Party Transactions  Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola
 90




---



##### Table of Contents



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

2009


2008


2007Payments by the Company for concentrate, syrup, sweetener and
    other purchases

$
361.7


$
363.3


$
334.9Marketing funding support payments to the Company


46.0



42.9



38.1Payments by the Company net of marketing funding support

$
315.7


$
320.4


$
296.8Payments by the Company for customer marketing programs

$
52.0


$
48.6


$
44.2Payments by the Company for cold drink equipment parts


7.2



7.1



5.7Fountain delivery and equipment repair fees paid to the Company


11.2



10.4



9.3Presence marketing support provided by The
    Coca-Cola
    Company on the Companys behalf


4.5



4.0



4.3Payments to the Company to facilitate the distribution of
    certain brands and packages to other
    Coca-Cola
    bottlers


1.0







Sales of finished products to The
    Coca-Cola
    Company


1.1



6.3



26.1   Coca-Cola Coca-Cola
  Coca-Cola Coca-Cola Coca-Cola Coca-Cola
   91




---



##### Table of Contents



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

2009


2008


2007Minimum rentals

$
4.8


$
4.7


$
4.6Contingent rentals


(1.4
)


(.9
)


(.4
)Total rental payments

$
3.4


$
3.8


$
4.2         Fiscal YearIn millions

2009


2008


2007Minimum rentals

$
3.6


$
3.5


$
3.6Contingent rentals


.1



.2



Total rental payments

$
3.7


$
3.7


$
3.6      92




---



##### Table of Contents



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

2009


2008


2007Bottle/can sales:Sparkling beverages (including energy products)

$
1,006,356


$
1,011,656


$
1,007,583Still beverages


206,691



227,171



201,952Total bottle/can sales


1,213,047



1,238,827



1,209,535Other sales:Sales to other
    Coca-Cola
    bottlers


131,153



128,651



127,478Post-mix and other


98,786



96,137



98,986Total other sales


229,939



224,788



226,464Total net sales

$
1,442,986


$
1,463,615


$
1,435,999    93




---



##### Table of Contents



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

2009


2008


2007Numerator for basic and diluted net income per Common Stock and
    Class B Common Stock share:Net income attributable to
    Coca-Cola
    Bottling Co. Consolidated

$
38,136


$
9,091


$
19,856Less dividends:Common Stock


7,070



6,644



6,644Class B Common Stock


2,092



2,500



2,480Total undistributed earnings

$
28,974


$
(53
)

$
10,732Common Stock undistributed earnings  basic

$
22,360


$
(39
)

$
7,815Class B Common Stock undistributed earnings 
    basic


6,614



(14
)


2,917Total undistributed earnings

$
28,974


$
(53
)

$
10,732Common Stock undistributed earnings  diluted

$
22,279


$
(38
)

$
7,800Class B Common Stock undistributed earnings 
    diluted


6,695



(15
)


2,932Total undistributed earnings  diluted

$
28,974


$
(53
)

$
10,732Numerator for basic net income per Common Stock share:Dividends on Common Stock

$
7,070


$
6,644


$
6,644Common Stock undistributed earnings  basic


22,360



(39
)


7,815Numerator for basic net income per Common Stock share

$
29,430


$
6,605


$
14,459Numerator for basic net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,092


$
2,500


$
2,480Class B Common Stock undistributed earnings 
    basic


6,614



(14
)


2,917Numerator for basic net income per Class B Common Stock
    share

$
8,706


$
2,486


$
5,397Numerator for diluted net income per Common Stock share:Dividends on Common Stock

$
7,070


$
6,644


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


2,092



2,500



2,480Common Stock undistributed earnings  diluted


28,974



(53
)


10,732Numerator for diluted net income per Common Stock share

$
38,136


$
9,091


$
19,856   94




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##### Table of Contents



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

2009


2008


2007Numerator for diluted net income per Class B Common Stock
    share:Dividends on Class B Common Stock

$
2,092


$
2,500


$
2,480Class B Common Stock undistributed earnings 
    diluted


6,695



(15
)


2,932Numerator for diluted net income per Class B Common Stock
    share

$
8,787


$
2,485


$
5,412Denominator for basic net income per Common Stock and
    Class B Common Stock share:Common Stock weighted average shares outstanding 
    basic


7,072



6,644



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


2,092



2,500



2,480Denominator for diluted net income per Common Stock and
    Class B Common Stock share:Common Stock weighted average shares outstanding 
    diluted (assumes conversion of Class B Common Stock to
    Common Stock)


9,197



9,160



9,141Class B Common Stock weighted average shares
    outstanding  diluted


2,125



2,516



2,497Basic net income per share:Common Stock

$
4.16


$
.99


$
2.18Class B Common Stock

$
4.16


$
.99


$
2.18Diluted net income per share:Common Stock

$
4.15


$
.99


$
2.17Class B Common Stock

$
4.13


$
.99


$
2.17      (1)
    
    For purposes of the diluted net income per share computation for
    Common Stock, shares of Class B Common Stock are assumed to
    be converted; therefore, 100% of undistributed earnings is
    allocated to Common Stock.(2)
    
    For purposes of the diluted net income per share computation for
    Class B Common Stock, weighted average shares of
    Class B Common Stock are assumed to be outstanding for the
    entire period and not converted.(3)
    
    Denominator for diluted net income per share for Common Stock
    and Class B Common Stock includes the diluted effect of
    shares relative to the restricted stock award in 2008 and 2007
    and the performance unit award in 2009.  21.
    Risks and
    Uncertainties  Coca-Cola
   95




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##### Table of Contents



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

2009


2008


2007Accounts receivable, trade, net

$
7,122


$
(7,350
)

$
(1,200
)Accounts receivable from The
    Coca-Cola
    Company


(655
)


346



1,115Accounts receivable, other


(4,015
)


(5,123
)


698Inventories


6,375



(1,963
)


3,521Prepaid expenses and other current assets


(13,963
)


(573
)


(7,318
)Accounts payable, trade


(17,218
)


(8,940
)


7,273Accounts payable to The
    Coca-Cola
    Company


(7,431
)


23,714



(10,151
)Other accrued liabilities


13,422



6,241



5,824Accrued compensation


517



(162
)


3,776Accrued interest payable


(2,618
)


(278
)


(1,591
)(Increase) decrease in current assets less current liabilities

$
(18,464
)

$
5,912


$
1,947   Non-cash
    activity
   96




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##### Table of Contents



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

2009

2008

2007Interest

$
39,268


$
35,133


$
51,277Income taxes


13,825



6,954



21,361   23.
    New
    Accounting Pronouncements  Recently
    Adopted Pronouncements
             97




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
      other-than-temporary other-than-temporary other-than-temporary
      tm
     98




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##### Table of Contents



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




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   24.
    Quarterly
    Financial Data (Unaudited)    QuarterYear Ended January 3, 2010

1(1)(2)

2(3)(4)

3(5)(6)

4(7)In thousands (except per share data)Net sales

$
336,261


$
377,749


$
374,556


$
354,420Gross margin


147,129



160,127



157,320



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


8,531



12,187



15,428



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


.93



1.33



1.68



.22Class B Common Stock


.93



1.33



1.68



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


.93



1.32



1.68



.22Class B Common Stock


.93



1.32



1.67



.21   QuarterYear Ended December 28, 2008

1

2(8)

3(9)

4(10)In thousands (except per share data)Net sales

$
337,674


$
396,003


$
381,563


$
348,375Gross margin


139,918



171,880



155,827



147,581Net income (loss) attributable to
    Coca-Cola
    Bottling Co. Consolidated


(4,335
)


15,155



(3,145
)


1,416Basic net income (loss) per share based on net income
    attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock


(.47
)


1.66



(.34
)


.15Class B Common Stock


(.47
)


1.66



(.34
)


.15Diluted net income (loss) per share based on net income
    attributable to
    Coca-Cola
    Bottling Co. Consolidated:Common Stock


(.47
)


1.65



(.34
)


.15Class B Common Stock


(.47
)


1.65



(.34
)


.15      (1)
    
    Net income in the first quarter of 2009 included a
    $1.7 million credit to income tax expense ($.18 per basic
    common share) related to the agreement with a state tax
    authority to settle certain prior tax positions.(2)
    
    Net income in the first quarter of 2009 included a
    $1.5 million ($0.9 million net of tax, or $0.10 per
    basic common share) credit for a mark-to-market adjustment
    related to the Companys fuel hedging program.(3)
    
    Net income in the second quarter of 2009 included a
    $1.2 million ($0.7 million net of tax, or $0.08 per
    basic common share) credit for a mark-to-market adjustment
    related to the Companys fuel hedging program.(4)
    
    Net income in the second quarter of 2009 included a
    $3.2 million ($2.0 million net of tax, or $0.21 per
    basic common share) credit for a mark-to-market adjustment
    related to the Companys aluminum hedging program. 100




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##### Table of Contents



COCA-COLA
    BOTTLING CO. CONSOLIDATED
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
   (5)
    
    Net income in the third quarter of 2009 included a
    $5.4 million credit to income tax expense ($.59 per basic
    common share) related to the reduction of the liability for
    uncertain tax positions due mainly to the lapse of applicable
    statutes of limitations.(6)
    
    Net income in the third quarter of 2009 included a
    $1.4 million ($0.9 million net of tax, or $0.10 per
    basic common share) credit for a mark-to-market adjustment
    related to the Companys aluminum hedging program.(7)
    
    Net income in the fourth quarter of 2009 included a
    $5.5 million ($3.3 million net of tax, or $0.36 per
    basic common share) credit for a mark-to-market adjustment
    related to the Companys aluminum hedging program.(8)
    
    Net income in the second quarter of 2008 included a
    $2.6 million ($1.6 million net of tax, or $0.17 per
    basic common share) increase in equity investment in a plastic
    bottle cooperative.(9)
    
    Net income in the third quarter of 2008 included a
    $13.8 million ($7.2 million net of tax, or $0.78 per
    basic common share) charge to exit from a multi-employer pension
    plan and $4.0 million ($2.1 million net of tax, or
    $0.23 per basic common share) charge for restructuring
    activities.(10)
    
    Net income in the fourth quarter of 2008 included a
    $2.0 million ($1.0 million net of tax, or $0.11 per
    basic common share) charge for a
    mark-to-market
    adjustment related to the Companys 2009 fuel hedging
    program.  25.
    Restructuring
    Expenses        Severance Pay


RelocationIn thousands

and Benefits


and Other


TotalBalance at December 31, 2006

$



$



$
Provision


1,607



1,146



2,753Cash payments


1,607



1,146



2,753Balance at December 30, 2007

$



$



$
Balance at December 30, 2007

$



$



$
Provision


4,559



63



4,622Cash payments


3,583



50



3,633Balance at December 28, 2008

$
976


$
13


$
989Balance at December 28, 2008

$
976


$
13


$
989Cash payments


914



13



927Balance at January 3, 2010

$
62


$



$
62  101




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##### Table of Contents



Managements
    Report on Internal Control over Financial Reporting
  Coca-Cola Rules 13a-15(f) 15d-15(f)
          Internal Control  Integrated Framework
     102




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
   Coca-Cola
  Coca-Cola Internal Control  Integrated Framework
        
    103




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##### Table of Contents



Regulation S-X
  Regulation S-K
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15(e) Rule 13a-15(b)
      Item 9B.
    Other
    Information   104




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Regulation S-K www.cokeconsolidated.com. Form 8-K.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   105




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##### Table of Contents



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

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

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

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

Listing of Exhibits     
    should not in all instances be treated as categorical statements
    of fact, but rather as a way of allocating the risk to one of
    the parties if those statements prove to be inaccurate;
    may have been qualified by disclosures that were made to the
    other party in connection with the negotiation of the applicable
    agreement, which disclosures are not necessarily reflected in
    the agreement;
    may apply standards of materiality in a way this is different
    from what may be viewed as material to you or other
    investors; and
    were made only as of the date of the applicable agreement or
    such other date or dates as may be specified in the agreement
    and are subject to more recent developments.   106




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##### Table of Contents



Exhibit Index
  Incorporated by ReferenceNumber

Description

or Filed Herewith(3.1)

Restated Certificate of Incorporation of the Company.

Exhibit 3.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 29, 2003 (File
    No. 0-9286).(3.2)

Amended and Restated Bylaws of the Company.

Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed on December 10, 2007
    (File No. 0-9286).(4.1)

Specimen of Common Stock Certificate.

Exhibit 4.1 to the Companys Registration Statement
    (File
    No. 2-97822)
    on
    Form S-1
    as filed on May 31, 1985
    (File No. 0-9286).(4.2)

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

Exhibit 4.2 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(4.3)

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

Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    filed on November 21, 2002
    (File No. 0-9286).(4.4)

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

Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    filed on March 27, 2003
    (File
    No. 0-9286).(4.5)

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

Exhibit 4.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 2, 2005
    (File No. 0-9286)(4.6)

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

Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    filed on April 7, 2009
    (File
    No. 0-9286).(4.7)

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

Exhibit 4.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended October 2, 2005
    (File No. 0-9286).(4.8)

The registrant, by signing this report, agrees to furnish the
    Securities and Exchange Commission, upon its request, a copy of
    any instrument which defines the rights of holders of long-term
    debt of the registrant and its consolidated subsidiaries which
    authorizes a total amount of securities not in excess of
    10 percent of the total assets of the registrant and its
    subsidiaries on a consolidated basis.(10.1)

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

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on March 14, 2007
    (File
    No. 0-9286). 107




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10.2)

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

Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 28, 2008
    (File
    No. 0-9286).(10.3)

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

Exhibit 10.10 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10.4)

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

Exhibit 10.17 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2001
    (File
    No. 0-9286).(10.5)

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

Exhibit 10.18 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 30, 2001
    (File
    No. 0-9286).(10.6)

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

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on February 19, 2009
    (File
    No. 0-9286).(10.7)

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

Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed on February 19, 2009
    (File
    No. 0-9286).(10.8)

Example of bottling franchise agreement, effective as of May 28,
    1999, between the Company and The Coca-Cola Company.

Exhibit 10.2 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10.9)

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

Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 30, 2008
    (File No. 0-9286).(10.10)

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

Exhibit 10.5 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2000
    (File
    No. 0-9286).(10.11)

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

Exhibit 10.33 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10.12)

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

Exhibit 10.10 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2000
    (File
    No. 0-9286). 108




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10.13)

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

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on December 21, 2006
    (File
    No. 0-9286).(10.14)

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

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on March 26, 2009
    (File
    No. 0-9286).(10.15)

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

Exhibit 10.35 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10.16)

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

Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended April 1, 2007 (File
    No. 0-9286).(10.17)

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

Exhibit 10.7 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10.18)

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

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed January 14, 2002
    (File
    No. 0-9286).(10.19)

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

Exhibit 4.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended March 30, 2003
    (File No. 0-9286).(10.20)

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

Exhibit 10.8 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10.21)

First Amendment to Management Agreement (relating to the
    Management Agreement designated as Exhibit 10.20 of this
    Exhibit Index) effective as of January 1, 2001.

Exhibit 10.14 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2000
    (File
    No. 0-9286).(10.22)

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

Exhibit 10.17 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286). 109




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10.23)

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

Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended June 27, 2004
    (File No. 0-9286).(10.24)

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

Exhibit 10.12 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 29, 2002
    (File
    No. 0-9286).(10.25)

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

Appendix B to the Companys Proxy Statement for the
    2007 Annual Meeting of Stockholders (File
    No. 0-9286).(10.26)

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

Appendix C to the Companys Proxy Statement for the
    2007 Annual Meeting of Stockholders (File
    No. 0-9286).(10.27)

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

Annex A to the Companys Proxy Statement for the 1999
    Annual Meeting of Stockholders (File
    No. 0-9286).(10.28)

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

Appendix D to the Companys Proxy Statement for the
    2007 Annual Meeting of Stockholders (File
    No. 0-9286).(10.29)

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

Appendix A to the Companys Proxy Statement for the
    2008 Annual Meeting of Stockholders (File
    No. 0-9286)(10.30)

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

Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended April 1, 2007
    (File No. 0-9286).(10.31)

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

Filed herewith.(10.32)

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

Exhibit 10.17 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2006
    (File No. 0-9286).(10.33)

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

Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended April 1, 2007
    (File No. 0-9286).(10.34)

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

Exhibit 10.32 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 28, 2008
    (File
    No. 0-9286). 110




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##### Table of Contents



Incorporated by ReferenceNumber

Description

or Filed Herewith(10.35)

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

Exhibit 10.31 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 28, 2003
    (File
    No. 0-9286).(10.36)

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

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

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

Exhibit 10.24 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended January 1, 2006
    (File
    No. 0-9286).(10.38)

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

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed on June 24, 2005
    (File
    No. 0-9286).(10.39)

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

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

Ratio of earnings to fixed charges.

Filed herewith.(21)

List of subsidiaries.

Filed herewith.(23)

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

Filed herewith.(31.1)

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

Filed herewith.(31.2)

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

Filed herewith.(32)

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

Filed herewith.    *
    
    Management contracts and compensatory plans and arrangements
    required to be filed as exhibits to this form pursuant to
    Item 15(c) of this report.  (b)    Exhibits.
    (c)    Financial
    Statement Schedules.
   111




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##### Table of Contents



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


Charged to





BalanceBeginning


Costs and





at EndDescription

of Year


Expenses


Deductions


of Year(In thousands)Allowance for doubtful accounts:Fiscal year ended January 3, 2010

$
1,188


$
1,593


$
594


$
2,187Fiscal year ended December 28, 2008

$
1,137


$
523


$
472


$
1,188Fiscal year ended December 30, 2007

$
1,334


$
213


$
410


$
1,137  112




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##### Table of Contents



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

Title

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

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

March 18, 2010By: /s/  H.
    W. McKay BelkH.
    W. McKay Belk

Director

March 18, 2010By: Alexander
    B. Cummings, Jr.

DirectorBy: /s/  Sharon
    A. DeckerSharon
    A. Decker

Director

March 18, 2010By: /s/  William
    B. ElmoreWilliam
    B. Elmore

President, Chief Operating Officer and Director

March 18, 2010By: /s/  Deborah
    H. EverhartDeborah
    H. Everhart

Director

March 18, 2010By: /s/  Henry
    W. FlintHenry
    W. Flint

Vice Chairman of the Board of Directors and Director

March 18, 2010By: /s/  Ned
    R. McWherterNed
    R. McWherter

Director

March 18, 2010By: /s/  James
    H. MorganJames
    H. Morgan

Director

March 18, 2010By: /s/  John
    W. Murrey, IIIJohn
    W. Murrey, III

Director

March 18, 2010By: /s/  Dennis
    A. WickerDennis
    A. Wicker

Director

March 18, 2010By: /s/  James
    E. HarrisJames
    E. Harris

Senior Vice President and
    Chief Financial Officer

March 18, 2010By: /s/  William
    J. BilliardWilliam
    J. Billiard

Vice President, Controller and
    Chief Accounting Officer

March 18, 2010  113