<PAGE>

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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                   FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the fiscal year ended December 30, 2001
                         Commission file number 0-9286

                               -----------------

                      Coca-Cola Bottling Co. Consolidated
            (Exact name of Registrant as specified in its charter)

                      Delaware                 56-0950585
                   (State or other              ( I.R.S.
                    jurisdiction         Employer Identification
                 of incorporation or              No.)
                    organization)

                4100 Coca-Cola Plaza,             28211
              Charlotte, North Carolina
                (Address of principal          (Zip Code)
                 executive offices)

                                (704) 557-4400
             (Registrant's telephone number, including area code)

                               -----------------

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

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

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

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

   State the aggregate market value of voting stock held by non-affiliates of
the Registrant.

<TABLE>
<CAPTION>
                                               Market Value as of March 8, 2002
                                               --------------------------------
 <S>                                           <C>
     Common Stock, $l.00 par value                       $191,130,092
     Class B Common Stock, $l.00 par value                    *
</TABLE>
--------
*  No market exists for the shares of Class B Common Stock, which is neither
   registered under Section 12 of the Act nor subject to Section 15(d) of the
   Act. The Class B Common Stock is convertible into Common Stock on a
   share-for-share basis at the option of the holder.

   Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
                   Class                       Outstanding as of March 8, 2002
                   -----                       -------------------------------
 <S>                                           <C>
     Common Stock, $1.00 par value                        6,392,477
     Class B Common Stock, $1.00 par value                2,380,852
</TABLE>

                      Documents Incorporated by Reference

Portions of Proxy Statement to be filed pursuant to
  Section 14 of the Exchange Act with respect to the 2002
  Annual Meeting of Stockholders..........................Part III, Items 10-13

================================================================================

<PAGE>

                                    Part I

Item 1.  Business

  Introduction and Recent Developments

   Coca-Cola Bottling Co. Consolidated, a Delaware corporation (the "Company"),
produces, markets and distributes carbonated and noncarbonated beverages,
primarily products of The Coca-Cola Company, Atlanta, Georgia ("The Coca-Cola
Company"). The Company was incorporated in 1980 and its predecessors have been
in the soft drink manufacturing and distribution business since 1902.

   The Company has grown significantly since 1984. In 1984, net sales were
approximately $130 million. In 2001, net sales were approximately $1.02
billion. The Company's bottling territory was concentrated in North Carolina
prior to 1984. A series of acquisitions since 1984 has significantly expanded
the Company's bottling territory. The more significant transactions since 1993
were as follows:

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

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

  .  May 28, 1999--Acquisition of all the outstanding capital stock of Carolina
     Coca-Cola Bottling Company, Inc. which included bottling territory
     covering central South Carolina.

  .  September 29, 2000--Sale of bottling territory in Kentucky and Ohio. The
     bottling territory sold represented approximately 3% of the Company's
     annual sales volume.

  .  January 2, 2002--Purchase of an additional 4.651% interest in Piedmont
     from The Coca-Cola Company, increasing the Company's ownership in Piedmont
     to 54.651%. As a result of the increase in ownership, the results of
     operations, financial position and cash flows of Piedmont will be
     consolidated with those of the Company beginning in the first quarter of
     2002.

   These transactions, along with several smaller acquisitions of additional
bottling territories, have resulted in the Company becoming the second largest
Coca-Cola bottler in the United States. The Company considers acquisition
opportunities for additional territories on an ongoing basis. To achieve its
goals, further purchases and sales of bottling rights and entities possessing
such rights and other related transactions designed to facilitate such
purchases and sales may occur.

   The Coca-Cola Company currently owns an economic interest of approximately
28.3% and a voting interest of approximately 22.1% in the Company. J. Frank
Harrison, Jr., J. Frank Harrison, III and Reid M. Henson (as trustee of certain
trusts), J. Frank Harrison Family LLC and the Harrison Family Limited
Partnerships are parties to a Voting Agreement and Irrevocable Proxy with The
Coca-Cola Company pursuant to which, among other things, Mr. Harrison, III has
been granted an Irrevocable Proxy for life concerning the shares of Common
Stock and Class B Common Stock owned by The Coca-Cola Company.

                                      1

<PAGE>

  General

   In its soft drink operations, the Company holds Bottle Contracts and Allied
Bottle Contracts under which it produces and markets, in certain regions,
carbonated soft drink products of The Coca-Cola Company, including Coca-Cola
classic, caffeine free Coca-Cola classic, diet Coke, diet Coke with lemon,
caffeine free diet Coke, Cherry Coke, diet Cherry Coke, TAB, Sprite, diet
Sprite, Surge, Citra, Mello Yello, diet Mello Yello, Mello Yello Cherry, Mello
Yello Melon, Mr. PiBB, Fruitopia, Barq's Root Beer, diet Barq's Root Beer,
Fresca, Minute Maid orange and diet Minute Maid orange sodas.

   The Company also distributes and markets under Marketing and Distribution
Agreements POWERade, Dasani and Minute Maid Juices To Go in certain of its
markets. The Company produces and markets Dr Pepper in most of its regions. The
Company also distributes and markets various other products, including
Seagrams' products and Sundrop, in one or more of the Company's regions under
agreements with the companies that manufacture the concentrate for those
beverages. In addition, the Company also produces soft drinks for other
Coca-Cola bottlers.

   The Company's principal soft drink is Coca-Cola classic. During the last
three fiscal years, sales of products under the Coca-Cola trademark have
accounted for more than half of the Company's soft drink sales. In total, the
products of The Coca-Cola Company accounted for approximately 90% of the
Company's soft drink sales during 2001.

  Beverage Agreements

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

   Bottle Contracts.  The Company is party to standard bottle contracts with
The Coca-Cola Company for each of its bottling territories (the "Bottle
Contracts") which provide that the Company will purchase its entire requirement
of concentrates and syrups for Coca-Cola classic, caffeine free Coca-Cola
classic, diet Coke, diet Coke with lemon, caffeine free diet Coke, Cherry Coke
and diet Cherry Coke (together, the "Coca-Cola Trademark Beverages") from The
Coca-Cola Company. The Company has the exclusive right to distribute Coca-Cola
Trademark Beverages for sale in its territories in authorized containers of the
nature currently used by the Company, which include cans and refillable and
nonrefillable bottles. The Coca-Cola Company may determine from time to time
what containers of this type to authorize for use by the Company.

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

                                      2

<PAGE>

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

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

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

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

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

   The Bottle Contracts are perpetual, subject to termination by The Coca-Cola
Company in the event of default by the Company. Events of default by the
Company include (1) the Company's insolvency, bankruptcy, dissolution,
receivership or similar conditions; (2) the Company's disposition of any
interest in the securities of any bottling subsidiary without the consent of
The Coca-Cola Company; (3) termination of any agreement regarding the
manufacture, packaging, distribution or sale of Coca-Cola Trademark Beverages
between The Coca-Cola Company and any person that controls the Company; (4) any
material breach of any obligation

                                      3

<PAGE>

occurring under the Bottle Contracts (including, without limitation, failure to
make timely payment for any syrup or concentrate or of any other debt owing to
The Coca-Cola Company, failure to meet sanitary or quality control standards,
failure to comply strictly with manufacturing standards and instructions,
failure to carry out an approved plan as described above, and failure to cure a
violation of the terms regarding imitation products), that remains uncured for
120 days after notice by The Coca-Cola Company; (5) producing, manufacturing,
selling or dealing in any "Cola Product," as defined, or any concentrate or
syrup which might be confused with those of The Coca-Cola Company; (6) selling
any product under any trade dress, trademark or tradename or in any container
that is an imitation of a trade dress or container in which The Coca-Cola
Company claims a proprietary interest; or (7) owning any equity interest in or
controlling any entity which performs any of the activities described in (5) or
(6) above. In addition, upon termination of the Bottle Contracts for any
reason, The Coca-Cola Company, at its discretion, may also terminate any other
agreements with the Company regarding the manufacture, packaging, distribution,
sale or promotion of soft drinks, including the Allied Bottle Contracts
described elsewhere herein.

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

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

   Supplementary Agreement.  The Company and The Coca-Cola Company are also
parties to a Supplementary Agreement (the "Supplementary Agreement") that
modifies some of the provisions of the Bottle Contracts. The Supplementary
Agreement provides that The Coca-Cola Company will exercise good faith and fair
dealing in its relationship with the Company under the Bottle Contracts; offer
marketing support and exercise its rights under the Bottle Contracts in a
manner consistent with its dealings with comparable bottlers; offer to the
Company any written amendment to the Bottle Contracts (except amendments
dealing with transfer of ownership) which it offers to any other bottler in the
United States; and, subject to certain limited exceptions, sell syrups and
concentrates to the Company at prices no greater than those charged to other
bottlers which are parties to contracts substantially similar to the Bottle
Contracts. The Supplementary Agreement permits transfers of the Company's
capital stock that would otherwise be limited by the Bottle Contracts.

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

   The Coca-Cola Company purchased all rights of Barq's, Inc. under its
Bottler's Agreements with the Company. These contracts cover both Barq's Root
Beer and diet Barq's Root Beer and remain in effect unless terminated by The
Coca-Cola Company for breach by the Company of their terms, insolvency of the
Company or

                                      4

<PAGE>

the failure of the Company to manufacture, bottle and sell the products for 15
consecutive days or to purchase extract for a period of 120 consecutive days.

   Post-mix Rights.  The Company also has the non-exclusive right to sell
Coca-Cola classic and other fountain syrups ("post-mix syrup") of The Coca-Cola
Company. In 2001, post-mix net sales were $42.5 million.

   Other Bottling Agreements.  The bottling agreements from most other soft
drink franchisers are similar to those described above in that they are
renewable at the option of the Company and the franchisers. The price the
franchisers may charge for syrup or concentrate is set by the franchisers from
time to time. They also contain similar restrictions on the use of trademarks,
approved bottles, cans and labels and sale of imitations or substitutes as well
as termination for cause provisions. Sales of beverages by the Company under
these agreements represented approximately 10% of the Company's sales for
fiscal year 2001.

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

  Markets and Production and Distribution Facilities

   As of March 1, 2002, the Company held bottling rights from The Coca-Cola
Company covering the majority of central, northern and western North Carolina,
and portions of Alabama, Mississippi, Tennessee, Kentucky, Virginia, West
Virginia, Pennsylvania, South Carolina, Georgia and Florida. The total
population within the Company's bottling territory is approximately 13.6
million.

   As of March 1, 2002, the Company operated in six principal geographical
regions. Certain information regarding each of these markets follows:

   1. North Carolina/South Carolina.  This region includes the majority of
central and western North Carolina, including Raleigh, Greensboro,
Winston-Salem, High Point, Hickory, Asheville, Fayetteville and Charlotte and
the surrounding areas and a portion of central South Carolina, including
Sumter. The region has an estimated population of 6.4 million. A
production/distribution facility is located in Charlotte and 13 other
distribution facilities are located in the region.

   2. South Alabama.  This region includes a portion of southwestern Alabama,
including Mobile and surrounding areas, and a portion of southeastern
Mississippi. The region has an estimated population of 1.1 million. A
production/distribution facility is located in Mobile and four other
distribution facilities are located in the region.

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

   4. Middle Tennessee.  This region includes a portion of central Tennessee,
including Nashville and surrounding areas, a small portion of southern Kentucky
and a small portion of northwest Alabama. The region has an estimated
population of 2.0 million. A production/distribution facility is located in
Nashville and seven other distribution facilities are located in the region.

   5. Western Virginia.  This region includes most of southwestern Virginia,
including Roanoke and surrounding areas, a portion of the southern piedmont of
Virginia, a portion of northeastern Tennessee and a portion of southeastern
West Virginia. The region has an estimated population of 1.7 million. A
production/distribution facility is located in Roanoke and seven other
distribution facilities are located in the region.

                                      5

<PAGE>

   6. West Virginia.  This region includes most of the state of West Virginia
and a portion of southwestern Pennsylvania. The region has an estimated
population of 1.4 million. There are eight distribution facilities located in
the region.

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

   In July 1993, the Company sold the majority of the South Carolina bottling
territory that it then owned to Piedmont. Pursuant to a management agreement,
the Company produces a portion of the soft drink products for Piedmont. The
Company initially owned a 50% interest in Piedmont. On January 2, 2002, the
Company purchased an additional 4.651% interest in Piedmont from The Coca-Cola
Company, increasing the Company's interest in Piedmont to 54.651%. Piedmont's
bottling territory covers parts of eastern North Carolina and most of South
Carolina (other than portions of central South Carolina). This region has an
estimated population of 4.5 million.

   On June 1, 1994, the Company executed a management agreement with SAC, a
manufacturing cooperative located in Bishopville, South Carolina. The Company
is a member of the cooperative and receives a fee for managing the day-to-day
operations of SAC pursuant to a ten-year management agreement. Management fees
from SAC were $1.2 million, $1.0 million and $1.3 million in 2001, 2000 and
1999, respectively. SAC significantly expanded its operations by adding two PET
bottling lines in 1994. The bottling lines supply a portion of the Company's
and Piedmont's volume requirements for finished products in PET containers. In
1994, the Company executed member purchase agreements with SAC that require
minimum annual purchases of canned product, 20 ounce PET product, 2 liter PET
product and 3 liter PET product by the Company of approximately $40 million.
Purchases from SAC by the Company and Piedmont for finished products were $110
million, $110 million and $109 million in 2001, 2000 and 1999, respectively.

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

  Raw Materials

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

   The Company has a supply agreement with its aluminum can supplier which
requires the Company to purchase substantially all of its aluminum can
requirements. This agreement, which extends through the end of 2003, also
reduces the variability of the cost of cans.

   The Company purchases substantially all of its plastic bottles (20 ounce,
half liter, 1 liter, 2 liter and 3 liter sizes) from manufacturing plants which
are owned and operated by two cooperatives of Coca-Cola bottlers, including the
Company.

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

                                      6

<PAGE>

  Marketing

   The Company's soft drink products are sold and distributed directly by its
employees to retail stores and other outlets, including food markets,
institutional accounts and vending machine outlets. During 2001, approximately
78% of the Company's physical case volume was in the take-home channel through
supermarkets, convenience stores, drug stores and other retail outlets. The
remaining volume was in the cold drink channel, primarily through dispensing
machines, owned either by the Company, retail outlets or third party vending
companies. No individual customer accounted for as much as 10% of the Company's
total sales volume. All of the Company's sales are to customers in the United
States.

   New product introductions, packaging changes and sales promotions have been
the major competitive techniques in the soft drink industry in recent years and
have required and are expected to continue to require substantial expenditures.
Product introductions in the last three years include Dasani, Mello Yello
Cherry, Mello Yello Melon and diet Coke with lemon. New product introductions
have resulted in increased operating costs for the Company due to special
marketing efforts, obsolescence of replaced items and, in some cases, higher
raw materials costs.

   After new package introductions in recent years, the Company sells its soft
drink products primarily in nonrefillable bottles and cans, in varying
proportions from market to market. There may be as many as thirteen different
packages for Coca-Cola classic within a single geographical area. Physical unit
sales of soft drinks during fiscal year 2001 were approximately 54% cans, 45%
nonrefillable bottles and 1% pre-mix.

   Advertising in various media, primarily television and radio, is relied upon
extensively in the marketing of the Company's soft drinks. The Coca-Cola
Company and Dr Pepper Company ("Beverage Companies") each have joined the
Company in making substantial expenditures in cooperative advertising in the
Company's marketing areas. The Company has benefited from national advertising
programs conducted by The Coca-Cola Company and Dr Pepper Company,
respectively. In addition, the Company expends substantial funds on its own
behalf for extensive local sales promotions of the Company's soft drink
products. Historically, these expenses have been partially offset by marketing
funds which the Beverage Companies provide to the Company in support of a
variety of marketing programs, such as point-of-sale displays and merchandising
programs. However, the Beverage Companies are under no obligation to provide
the Company with marketing funding in the future.

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

  Seasonality

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

  Competition

   The soft drink industry is highly competitive. The Company's competitors
include several large soft drink manufacturers engaged in the distribution of
nationally advertised products, as well as similar companies which market
lesser-known soft drinks in limited geographical areas and manufacturers of
private brand soft drinks. In each region in which the Company operates,
between 75% and 90% of carbonated soft drink sales in bottles, cans and pre-mix
containers are accounted for by the Company and its principal competition,
which in each region includes the local bottler of Pepsi-Cola and, in some
regions, also includes the local bottler of Royal Crown products. The Company's
products also compete with, among others, noncarbonated beverages and citrus
and noncitrus fruit drinks.

                                      7

<PAGE>

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

  Government Regulation

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

   As a manufacturer, seller and distributor of beverage products of The
Coca-Cola Company and other soft drink manufacturers in exclusive territories,
the Company is subject to antitrust laws of general applicability. However,
pursuant to the United States Soft Drink Interbrand Competition Act, soft drink
bottlers such as the Company may have an exclusive right to manufacture,
distribute and sell a soft drink product in a defined geographic territory if
that soft drink product is in substantial and effective competition with other
products of the same general class in the market. The Company believes that
there is such substantial and effective competition in each of the exclusive
geographic territories in the United States in which the Company operates.

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

   Soft drink and similar-type taxes have been in place in West Virginia and
Tennessee for several years.

  Environmental Remediation

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

  Employees

   As of March 1, 2002, the Company had approximately 5,500 full-time
employees, of whom approximately 400 were union members. The total number of
employees, including part-time employees, is approximately 6,050.

   Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Two collective bargaining contracts covering
approximately 6% of the Company's employees expire during 2002.

   In March 2000, at the end of a collective bargaining agreement in
Huntington, West Virginia, the Company and Teamsters Local Union 505 were
unable to reach an agreement on wages and benefits. The union elected to strike
and other Teamster-represented sales centers in West Virginia joined in a
sympathy strike. In August 2000, the Company and the respective local unions
settled all outstanding issues.

                                      8

<PAGE>

Item 2.  Properties

   The principal properties of the Company include its corporate headquarters,
its four production/distribution facilities and its 44 distribution centers.
The Company owns two production/distribution facilities and 39 distribution
centers, and leases its corporate headquarters, two other
production/distribution facilities and five distribution centers.

   The Company leases its 110,000 square foot corporate headquarters and a
65,000 square foot adjacent office building from an affiliate for a ten-year
term expiring January 2009. Total rent expense for these facilities was $3.3
million in 2001.

   The Company leases its 542,000 square foot Snyder Production Center and an
adjacent 105,000 square foot distribution center in Charlotte, North Carolina
from an affiliate for a ten-year term expiring in December 2010. Rent expense
under this lease totaled $3.3 million in 2001.

   The Company also leases its 297,500 square foot production/distribution
facility in Nashville, Tennessee. The lease requires monthly payments through
2009. Rent expense under this lease totaled $.4 million in 2001.

   The Company's other real estate leases are not material.

   The Company owns and operates a 316,000 square foot production/distribution
facility in Roanoke, Virginia and a 271,000 square foot production/distribution
facility in Mobile, Alabama.

   The current percentage utilization of the Company's production centers as of
March 1, 2002 is approximately as indicated below:

<TABLE>
<CAPTION>
                             Production Facilities
               Location                  Percentage Utilization *
               --------                  ------------------------
               <S>                       <C>
               Charlotte, North Carolina            79%
               Mobile, Alabama                      53%
               Nashville, Tennessee                 62%
               Roanoke, Virginia                    75%
</TABLE>
        --------
         *  Estimated 2002 production divided by capacity (based on operations
            of 6 days per week and 16 hours per day).

   The Company currently has sufficient production capacity to meet its
operational requirements. In addition to the production facilities noted above,
the Company also has access to production capacity from SAC, a 113,000 square
foot manufacturing cooperative located in Bishopville, South Carolina.

   The Company's products are transported to distribution centers for storage
pending sale. The number of distribution facilities by market area as of March
1, 2002 is as follows:

<TABLE>
<CAPTION>
                            Distribution Facilities
               Region                        Number of Facilities
               ------                        --------------------
               <S>                           <C>
               North Carolina/South Carolina          14
               South Alabama                           5
               South Georgia                           5
               Middle Tennessee                        8
               Western Virginia                        8
               West Virginia                           8
</TABLE>

                                      9

<PAGE>

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

   The Company also operates approximately 2,900 vehicles in the sale and
distribution of its soft drink products, of which approximately 1,300 are route
delivery trucks. In addition, the Company owns approximately 171,000 soft drink
dispensing and vending machines for the sale of its products in its bottling
territories.

Item 3.  Legal Proceedings

   On August 3, 1999, North American Container, Inc. filed a complaint in the
United States District Court for the Northern District of Texas against the
Company and 44 other defendants. By its First Amended Complaint filed in April
2000, the plaintiff seeks to enforce United States Reissue Patent No. RIE
36,639 and alleges that the plastic containers used by the Company in
connection with the distribution of soft drinks and other products infringe the
patent. The Company has notified its suppliers of the lawsuit and has asserted
indemnification claims against them. The Company's suppliers have assumed the
defense of the claim pursuant to a written agreement providing for
indemnification. The Company's suppliers are vigorously defending the claim and
the Company believes it has meritorious defenses against the imposition of any
liability in this action.

   There are various other lawsuits and claims pending against the Company
arising in the ordinary course of its business. The Company believes that any
losses that may arise from these lawsuits or claims will not have a materially
adverse result on the financial condition or results of operation of the
Company.

Item 4.  Submission of Matters to a Vote of Security Holders

   There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 30, 2001.


                                      10

<PAGE>

Executive Officers Of The Registrant

   Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as a separate item in Part I of this Report.

   The following is a list of names and ages of all the executive officers of
the Registrant as of March 1, 2002, indicating all positions and offices with
the Registrant held by each such person. All officers have served in their
present capacities for the past five years except as otherwise stated.

   J. FRANK HARRISON, III, age 47, is Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Harrison, III was appointed
Chairman of the Board of Directors in December 1996. Mr. Harrison, III served
as Vice Chairman from November 1987 through December 1996 and was appointed as
the Company's Chief Executive Officer in May 1994. He was first employed by the
Company in 1977, and has served as a Division Sales Manager and as a Vice
President of the Company. Mr. Harrison, III is a Director of Wachovia Bank &
Trust Co., N.A., Southern Region Board. He is Chairman of the Finance Committee
and Vice Chairman of the Executive Committee.

   JAMES L. MOORE, JR., age 59, is Vice Chairman of the Board of Directors of
the Company, a position he was appointed to in January 2001. Prior to that
time, Mr. Moore had served as President of the Company since 1987. Mr. Moore is
a Director of Park Meridian Financial Corp. He has served as a Director of the
Company since March 1987. Mr. Moore is Chairman of the Retirement Benefits
Committee and a member of the Executive Committee.

   WILLIAM B. ELMORE, age 46, is President and Chief Operating Officer and a
Director of the Company, positions he has held since January 2001. Previously,
he was Vice President, Value Chain since July 1999 and Vice President, Business
Systems from August 1998 to June 1999. He was Vice President, Treasurer from
June 1996 to July 1998. He was Vice President, Regional Manager for the
Virginia Division, West Virginia Division and Tennessee Division from August
1991 to May 1996. Mr. Elmore is a member of the Executive Committee and the
Retirement Benefits Committee.

   ROBERT D. PETTUS, JR., age 57, is Executive Vice President and Assistant to
the Chairman, a position to which he was appointed in January 1997. Mr. Pettus
was previously Vice President, Human Resources, a position he held since
September 1984.

   DAVID V. SINGER, age 46, is Executive Vice President and Chief Financial
Officer, a position to which he was appointed in January 2001. He was
previously Vice President and Chief Financial Officer, a position he had held
since October 1987.

   CLIFFORD M. DEAL, III, age 40, is Vice President and Treasurer, a position
he has held since June 1999. Previously, he was Director of Compensation and
Benefits from October 1997 to May 1999. He was Corporate Benefits Manager from
December 1995 to September 1997. From November 1993 to November 1995 he was
Manager of Tax Accounting.

   NORMAN C. GEORGE, age 46, is Senior Vice President, Chief Marketing and
Customer Officer, a position he was appointed to in September 2001. Prior to
that he was Vice President, Marketing and National Sales, a position he was
appointed to in December 1999. Prior to that he was Vice President, Corporate
Sales, a position he had held since August 1998. Previously, he was Vice
President, Sales for the Carolinas South Region, a position he held beginning
in November 1991.

   RONALD J. HAMMOND, age 46, is Vice President, Value Chain, a position he was
appointed to in January 2001. Prior to that he was Vice President,
Manufacturing, a position he had held since September 1999. Before joining

                                      11

<PAGE>

the Company, he was Vice President, Operations, Asia Pacific at Pepsi-Cola
International, where he was an employee since 1981.

   KEVIN A. HENRY, age 34, is Vice President, Human Resources, a position he
has held since February 2001. Prior to joining the Company he was Senior Vice
President, Human Resources at Nationwide Credit Inc., where he was an employee
since January 1997. Prior to that he was Director, Human Resources, at Office
Depot Inc. since December 1994.

   UMESH M. KASBEKAR, age 44, is Vice President, Planning and Administration, a
position he has held since January 1995.

   C. RAY MAYHALL, JR., age 54, is Senior Vice President, Sales, a position he
was appointed to in September 2001. Prior to that he was Vice President,
Distribution and Technical Services, a position he was appointed to in December
1999. Prior to that he was Regional Vice President, Sales, a position he had
held since November 1992.

   LAUREN C. STEELE, age 47, is Vice President, Corporate Affairs, a position
he has held since May 1989. He is responsible for governmental, media and
community relations for the Company.

   STEVEN D. WESTPHAL, age 47, is Vice President and Controller of the Company,
a position he has held since November 1987.

   JOLANTA T. ZWIREK, age 46, is Vice President and Chief Information Officer,
a position she has held since June 1999. Prior to joining the Company, she was
Vice President and Chief Technology Officer for Bank One during a portion of
1999. Prior to that, she was a Senior Director in the Information Services
organization at McDonald's Corporation, where she was an employee since 1984.


                                      12

<PAGE>

                                    Part II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

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

<TABLE>
<CAPTION>
                                               Fiscal Year
                                       ---------------------------
                                           2001          2000
                                       ------------- -------------
                                        High   Low    High   Low
                                       ------ ------ ------ ------
              <S>                      <C>    <C>    <C>    <C>
              First quarter........... $45.13 $36.50 $53.00 $46.50
              Second quarter..........  41.00  38.06  52.75  41.38
              Third quarter...........  42.24  36.17  47.75  36.50
              Fourth quarter..........  40.95  36.09  45.00  32.05
</TABLE>

   The quarterly dividend rate of $.25 per share on both Common Stock and Class
B Common Stock shares was maintained throughout 2000 and 2001.

   Pursuant to the Company's Certificate of Incorporation, no cash dividend or
dividend of property or stock other than stock of the Company may be declared
and paid, per share, on the Class B Common Stock unless a dividend of an amount
greater than or equal to such cash or property or stock has been declared and
paid on the Common Stock.

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

   The number of stockholders of record of the Common Stock and Class B Common
Stock, as of March 8, 2002, was 3,311 and 13, respectively.

   On March 6, 2002, the Compensation Committee determined that 20,000 shares
of restricted Class B Common Stock, $1.00 par value, vested and should be
issued pursuant to a performance-based award to J. Frank Harrison, III, in
connection with his services as Chairman of the Board of Directors and Chief
Executive Officer of the Company. This award was approved by the Company's
stockholders in 1999. The shares were issued without registration under the
Securities Act of 1933 in reliance on Section 4(2) thereof.


                                      13

<PAGE>

Item 6.  Selected Financial Data

   The following table sets forth certain selected financial data concerning
the Company for the five years ended December 30, 2001. The data for the five
years ended December 30, 2001 is derived from audited financial statements of
the Company. This information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" set
forth in Item 7 hereof and is qualified in its entirety by reference to the
more detailed financial statements and notes contained in Item 8 hereof. This
information should also be read in conjunction with the "Introduction and
Recent Developments" section in Item 1 hereof.

                           Selected Financial Data *

<TABLE>
<CAPTION>
                                                                        Fiscal Year **
                                                    -----------------------------------------------------
                                                       2001      2000***      1999       1998      1997
                                                    ----------  ---------- ----------  --------  --------
In Thousands (Except Per Share Data)
<S>                                                 <C>         <C>        <C>         <C>       <C>

Summary of Operations
Net sales.......................................... $1,022,686  $  995,134 $  972,551  $928,502  $802,141
                                                    ----------  ---------- ----------  --------  --------
Cost of sales......................................    555,570     530,241    543,113   534,919   452,893
Selling, general and administrative expenses.......    323,668     323,223    291,907   276,245   239,901
Depreciation expense...............................     66,134      64,751     60,567    37,076    33,783
Amortization of goodwill and intangibles...........     15,296      14,712     13,734    12,972    12,221
Restructuring expense..............................                             2,232
                                                    ----------  ---------- ----------  --------  --------
Total costs and expenses...........................    960,668     932,927    911,553   861,212   738,798
                                                    ----------  ---------- ----------  --------  --------
Income from operations.............................     62,018      62,207     60,998    67,290    63,343
Interest expense...................................     44,322      53,346     50,581    39,947    37,479
Other income (expense), net........................     (6,000)        974     (5,431)   (4,098)   (1,594)
                                                    ----------  ---------- ----------  --------  --------
Income before income taxes.........................     11,696       9,835      4,986    23,245    24,270
Income taxes.......................................      2,226       3,541      1,745     8,367     9,004
                                                    ----------  ---------- ----------  --------  --------
Net income......................................... $    9,470  $    6,294 $    3,241  $ 14,878  $ 15,266
                                                    ----------  ---------- ----------  --------  --------
Basic net income per share......................... $     1.08  $      .72 $      .38  $   1.78  $   1.82
                                                    ----------  ---------- ----------  --------  --------
Diluted net income per share....................... $     1.07  $      .71 $      .37  $   1.75  $   1.79
                                                    ----------  ---------- ----------  --------  --------
Cash dividends per share:
  Common........................................... $     1.00  $     1.00 $     1.00  $   1.00  $   1.00
  Class B Common................................... $     1.00  $     1.00 $     1.00  $   1.00  $   1.00

Other Information
Weighted average number of common
 shares outstanding................................      8,753       8,733      8,588     8,365     8,407
Weighted average number of common
 shares outstanding--assuming dilution.............      8,821       8,822      8,708     8,495     8,509

Year-End Financial Position
Total assets....................................... $1,064,459  $1,062,097 $1,108,392  $822,702  $775,507
                                                    ----------  ---------- ----------  --------  --------
Portion of long-term debt payable within one year..     56,708       9,904     28,635    30,115    12,000
                                                    ----------  ---------- ----------  --------  --------
Current portion of obligations under capital leases      1,489       3,325      4,483
                                                    ----------  ---------- ----------  --------  --------
Long-term debt.....................................    620,156     682,246    723,964   491,234   493,789
                                                    ----------  ---------- ----------  --------  --------
Obligations under capital leases...................        935       1,774      4,468
                                                    ----------  ---------- ----------  --------  --------
Stockholders' equity...............................     17,081      28,412     30,851    14,198     7,685
                                                    ----------  ---------- ----------  --------  --------
</TABLE>
--------
*  See Management's Discussion and Analysis for additional information.
** All years presented are 52-week years except 1998 which is a 53-week year.
   See Note 3 and Note 15 to the consolidated financial statements for
   additional information about Piedmont Coca-Cola Bottling Partnership.
*** In September 2000, the Company sold bottling territory which represented
    approximately 3% of the Company's annual sales volume.

                                      14

<PAGE>

Item 7.   Management's Discussion and Analysis of Financial Condition and
Results of Operations

Introduction

  The Company

   Coca-Cola Bottling Co. Consolidated (the "Company") produces, markets and
distributes carbonated and noncarbonated beverages, primarily products of The
Coca-Cola Company, which include some of the most recognized and popular
beverage brands in the world. The Company is currently the second largest
bottler of products of The Coca-Cola Company in the United States. The Company
also distributes several other beverage brands. The Company's product offerings
include carbonated soft drinks, teas, juices, isotonics and bottled water. Over
the past several years, the Company has expanded its bottling territory
primarily throughout the southeast via acquisitions and, combined with
internally generated growth, had net sales of over $1 billion in 2001. The
Company is also a partner with The Coca-Cola Company in Piedmont Coca-Cola
Bottling Partnership ("Piedmont"), a partnership that operates additional
bottling territory with net sales of $297 million in 2001.

  Acquisitions and Divestitures

   On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont for $10.0 million from The Coca-Cola Company, increasing the Company's
ownership in Piedmont to 54.651%. As a result of the increase in ownership, the
results of operations, financial position and cash flows of Piedmont will be
consolidated with those of the Company beginning in the first quarter of 2002.
The Company's investment in Piedmont has been accounted for using the equity
method for 2001 and prior years. Summarized financial information for Piedmont
is included in the notes to the Company's financial statements.

   During 2000, the Company sold most of its bottling territory in Kentucky and
Ohio to another Coca-Cola bottler. The territory sold represented approximately
3% of the Company's annual sales volume. During 1999, the Company expanded its
bottling territory by acquiring three Coca-Cola bottlers as follows:

  .  Carolina Coca-Cola Bottling Company, Inc., a Coca-Cola bottler with
     operations in central South Carolina in May 1999;

  .  The bottling rights and operating assets of a small Coca-Cola bottler in
     north central North Carolina in May 1999; and

  .  Lynchburg Coca-Cola Bottling Co., Inc., a Coca-Cola bottler with
     operations in central Virginia in October 1999.

  New Accounting Pronouncements

   On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended ("SFAS No. 133"), which requires that all derivative
instruments be recognized in the financial statements at fair value. The
adoption of SFAS No. 133 did not have a significant impact on the results of
operations, financial position or cash flows during 2001.

   In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations,"
("SFAS No. 141") and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," ("SFAS No. 142"). These standards
require that all business combinations be accounted for using the purchase
method and that goodwill and intangible assets with indefinite useful lives not
be amortized but instead be tested for impairment at least annually. These
standards provide guidelines for new disclosure requirements and outline the
criteria for initial recognition and measurement of intangibles, assignment of
assets and liabilities including goodwill to reporting units and goodwill
impairment testing. The provisions of SFAS Nos. 141 and 142 apply to all
business combinations consummated after June 30, 2001. The provisions of SFAS
No. 142 for existing goodwill and other intangible assets are required to be
implemented effective the first day of fiscal year 2002. The Company

                                      15

<PAGE>

anticipates the adoption of SFAS No. 142 will reduce amortization expense in
2002 by approximately $12.6 million for the Company and by approximately $8.4
million for Piedmont.

   In October 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
("SFAS No. 144"). SFAS No. 144 supersedes Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," but it retains many of the fundamental
provisions of that Statement. SFAS No. 144 also extends the reporting
requirements to report separately as discontinued operations, components of an
entity that have either been disposed of or classified as held for sale. The
provisions of SFAS No. 144 are required to be adopted at the beginning of
fiscal year 2002. The Company believes that such adoption will not have a
material effect on its financial statements.

  The Year in Review

   The year was highlighted by an increase in constant territory physical case
volume of slightly over 4%, a significant increase in net income and strong
free cash flow. Total debt and capital lease obligations decreased from $697.2
million at December 31, 2000 to $679.3 million at December 30, 2001. Strong
cash flow from operations enabled the Company to repay approximately $18
million in debt and purchase approximately $49 million of equipment previously
leased. New products, new packaging, growth in noncarbonated beverages and an
emphasis on our core carbonated brands helped the Company increase volume by 4%
in 2001. This increase in volume for 2001 comes after a volume decline of 5% in
2000. Net selling price per case was relatively unchanged for the year. The
Company increased its net selling price per case by approximately 6.5% in 2000.

   The Company reported net income of $9.5 million or $1.08 per share for 2001
compared with net income of $6.3 million or $.72 per share for 2000. Net income
for 2001 was favorably impacted by an income tax benefit of approximately $2.9
million, which resulted from the settlement of certain income tax matters with
the Internal Revenue Service during the year. Operating results for 2000
included nonrecurring items that increased net income for the year by
approximately $3.6 million. The nonrecurring income items in 2000 included a
$5.6 million gain, net of tax, on the sale of bottling territory in Kentucky
and Ohio offset partially by a provision for impairment of certain fixed assets
of $2.0 million, net of tax.

   The Company benefited from declining interest rates over the course of the
year. The combination of lower interest rates and reduced long-term debt
balances contributed to a decline in interest expense of approximately $9
million from 2000. The Company's operations produced record free cash flow
during 2001. Total debt and capital lease obligations decreased from $697.2
million at December 31, 2000 to $679.3 million at December 30, 2001. Strong
cash flow from operations enabled the Company to repay approximately $18
million in debt and purchase approximately $49 million of equipment previously
leased. The Company reduced its long-term debt and lease liabilities by
approximately $64 million in 2000.

   The Company continues to focus on its key long-term objectives, including
increasing per capita consumption, operating cash flow, free cash flow and
stockholder value.

  Significant Events of Prior Years

   On June 1, 1994, the Company executed a management agreement with South
Atlantic Canners, Inc. ("SAC"), a manufacturing cooperative located in
Bishopville, South Carolina. SAC produces bottle and can product for its
members. The Company is a member of the cooperative and receives a fee for
managing the day-to-day operations of SAC pursuant to this ten-year management
agreement.

   On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market soft drink products of The Coca-Cola Company and other
third party licensors, primarily in certain portions of North Carolina and
South Carolina. The Company provides a portion of the soft drink products to
Piedmont and

                                      16

<PAGE>

receives a fee for managing the business of Piedmont pursuant to a management
agreement. The Company and The Coca-Cola Company, through their respective
subsidiaries, each beneficially owned a 50% interest in Piedmont at December
30, 2001. The Company has historically accounted for its investment in Piedmont
using the equity method of accounting. As noted above, on January 2, 2002, the
Company increased its ownership interest in Piedmont to 54.651% and The
Coca-Cola Company's ownership in Piedmont was reduced to 45.349%. The results
of operations, financial position and cash flows of Piedmont will be
consolidated with those of the Company beginning in the first quarter of 2002.

  Discussion of Critical Accounting Policies

   In the ordinary course of business, the Company has made a number of
estimates and assumptions relating to the reporting of results of operations
and financial position in the preparation of its financial statements in
conformity with accounting principles generally accepted in the United States
of America. Actual results could differ significantly from those estimates
under different assumptions and conditions. The Company believes that the
following discussion addresses the Company's most critical accounting policies,
which are those that are most important to the portrayal of the Company's
financial condition and results of operations and require management's most
difficult, subjective and complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain.

  Allowance for Doubtful Accounts

   The Company evaluates the collectibility of its trade accounts receivable
based on a number of factors. In circumstances where we are aware of a specific
customer's inability to meet its financial obligations to the Company, a
specific reserve for bad debts is estimated and recorded which reduces the
recognized receivable to the estimated amount the Company believes will
ultimately be collected. In addition to specific customer identification of
potential bad debts, bad debt charges are recorded based on the Company's
recent past loss history and an overall assessment of past due trade accounts
receivable amounts outstanding.

  Property, Plant and Equipment

   Property, plant and equipment is recorded at cost and is depreciated on a
straight-line basis over the estimated useful lives of such assets. Changes in
circumstances such as technological advances, changes to the Company's business
model or changes in the Company's capital strategy could result in the actual
useful lives differing from the Company's estimates. In those cases where the
Company determines that the useful life of property, plant and equipment should
be shortened, the Company would depreciate the net book value in excess of the
estimated salvage value over its revised remaining useful life. Factors such as
changes in the planned use of manufacturing equipment, vending equipment,
transportation equipment or software could result in shortened useful lives.
Long-lived assets are reviewed by the Company for impairment whenever events or
changes in circumstances indicate that the carrying amount of any such asset
may not be recoverable. The estimate of future cash flow is based upon, among
other things, certain assumptions about expected future operating performance.
The Company's estimates of undiscounted cash flow may differ from actual cash
flow due to, among other things, technological changes, economic conditions,
changes to its business model or changes in its operating performance. If the
sum of the projected undiscounted cash flows (excluding interest) is less than
the carrying value of the asset, the asset will be written down to its
estimated fair value.

  Goodwill and Other Intangible Assets

   In the first quarter of 2002, the Company will adopt the provisions of SFAS
No. 142. The Company anticipates the adoption of SFAS No. 142 will reduce
amortization expense in 2002 by approximately $12.6 million for the Company and
by approximately $8.4 million for Piedmont. During 2002, the Company will
perform the first of the annual impairment tests of its goodwill and intangible
assets with indefinite useful lives. The Company has performed a preliminary
impairment test of its goodwill and intangible assets with indefinite

                                      17

<PAGE>

useful lives and anticipates that this test will have no significant impact on
the results of operations and financial condition of the Company in 2002.

  Deferred Tax Assets

   The Company records a valuation allowance to reduce the carrying value of
its deferred tax assets to an amount that is more likely than not to be
realized. While the Company has considered future taxable income and prudent
and feasible tax planning strategies in assessing the need for the valuation
allowance, should the Company determine that it would not be able to realize
all or part of its net deferred tax assets in the future, an adjustment to the
carrying value of the deferred tax assets would be charged to income in the
period in which such determination was made.

  Pension Benefits

   The Company sponsors pension plans covering substantially all nonunion
employees who meet eligibility requirements. Several statistical and other
factors which attempt to anticipate future events are used in calculating the
expense and liability related to the plans. These factors include assumptions
about the discount rate, expected return on plan assets and rate of future
compensation increases as determined by the Company, within certain guidelines.
In addition, the Company's actuarial consultants also use subjective factors
such as withdrawal and mortality rates to estimate the projected benefit
obligation. The actuarial assumptions used by the Company may differ materially
from actual results due to changing market and economic conditions, higher or
lower withdrawal rates or longer or shorter life spans of participants. These
differences may result in a significant impact to the amount of pension expense
recorded by the Company in future periods.

Results Of Operations

  2001 Compared to 2000

  Net Income

   The Company reported net income of $9.5 million or $1.08 per share for the
fiscal year 2001 compared with net income of $6.3 million or $.72 per share for
the fiscal year 2000. Diluted net income per share for 2001 was $1.07 compared
to $.71 in 2000. Net income for 2001 was favorably impacted by an income tax
benefit of approximately $2.9 million, which resulted from the settlement of
certain income tax matters with the Internal Revenue Service during the year.
Operating results for 2000 included nonrecurring items that increased net
income for the year by approximately $3.6 million. The nonrecurring income
items in 2000 included a $5.6 million gain, net of tax, on the sale of bottling
territory in Kentucky and Ohio offset partially by a provision for impairment
of certain fixed assets of $2.0 million, net of tax.

  Net Sales and Gross Margin

   The Company's net sales for 2001 were $1.02 billion, an increase of 2.8%
compared to 2000. On a constant territory basis, net sales increased by
approximately 4% in 2001 due to an increase in physical case volume of 4% with
net selling price relatively unchanged compared to 2000. The growth in the
Company's constant territory physical case volume was attributable to several
different items. Sales of carbonated soft drinks were positively impacted by
the introduction of new packaging for twelve-pack cans called Fridge Pack(TM)
and line extensions for Mello Yello and diet Coke. Fridge Pack(TM) has been
very popular with both retailers and consumers. The new Mello Yello flavors and
diet Coke with lemon have helped these brands to grow at an increased rate. On
a constant territory basis, volume for the Company's three largest selling
brands, Coca-Cola classic, Sprite and diet Coke, increased during 2001 after
volume declines during 2000.

   Sales of the Company's noncarbonated beverages comprised 8.5% of the
Company's total sales volume in 2001 compared to 7% in 2000. The Company
continued to experience strong growth in its bottled water, Dasani.

                                      18

<PAGE>

New packaging, including twelve-ounce bottles and multi-packs, contributed to
an increase in volume of 52% for Dasani on a constant territory basis over
2000. New packages for POWERade, including twelve-ounce bottles, helped
increase volume by 30% over prior year volume.

   The Company's products are sold and distributed directly by its employees to
retail stores and other outlets. During 2001, approximately 78% of the
Company's physical case volume was sold in the take-home channel through
supermarkets, convenience stores, drug stores and mass merchandisers. However,
no individual customer accounted for as much as 10% of the Company's total
sales volume.

   While the Company's gross margin as a percentage of net sales declined in
2001 compared to 2000, it was 1.5% higher in 2001 than in 1999. Gross margin as
a percentage of net sales increased from 44.2% in 1999 to 46.7% in 2000 and
declined to 45.7% in 2001. The decline in the gross margin percentage in 2001
as compared to 2000 was attributable to an increase in cost of sales as a
result of higher raw material costs and brand mix.

  Cost of Sales and Operating Expenses

   Cost of sales on a per unit basis increased approximately 0.9% for the year
2001 compared to 2000. Increases in raw material costs were partially offset by
a package mix shift from bottles to cans and improvements in productivity.

   Selling, general and administrative ("S,G&A") expenses for 2001 increased by
approximately 1.4% over the prior year on a constant territory basis. The
increase in S,G&A expenses for 2001 was due primarily to higher employee
compensation costs and an increase in sales development costs, offset by a
reduction in lease expense resulting from the Company's purchase of certain
assets that were previously leased and increased productivity. S,G&A expenses
included an increase in the Company's allowance for doubtful accounts due to
the bankruptcy filing of a large retail customer shortly after the end of the
fiscal year. The Company produced, sold and delivered 4% more physical cases
with 4% fewer employees than the prior year.

   Based on the performance of the Company's pension plan investments and lower
interest rates, it is anticipated that pension expense will increase from
approximately $2 million in 2001 to approximately $6 million in 2002. The
Company anticipates that due to current market conditions, its costs associated
with nonhealth-related insurance will increase by approximately $1.5 million in
2002. The Company anticipates that the cost increases related to its pension
plan and insurance will be offset partially by increased productivity.

   The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and other beverage companies
that supply concentrates, syrups and finished products to the Company make
substantial marketing and advertising expenditures to promote sales in the
local territories served by the Company. The Company also benefits from
national advertising programs conducted by The Coca-Cola Company and other
beverage companies. Certain of the marketing expenditures by The Coca-Cola
Company and other beverage companies are made pursuant to annual arrangements.
Although The Coca-Cola Company has advised the Company that it intends to
provide marketing funding support in 2002, it is not obligated to do so under
the Company's master bottle contract. Significant decreases in marketing
support from The Coca-Cola Company or other beverage companies could adversely
impact operating results of the Company. Direct marketing funding and other
support from The Coca-Cola Company and other beverage companies were $56.3
million in 2001 compared to $56.8 million in 2000.

   In 2002, The Coca-Cola Company is providing the Company an opportunity to
earn incremental marketing funding as part of a strategic growth initiative.
The incremental marketing funding, which could amount to approximately $7
million for the Company and Piedmont on a combined basis, is subject to certain
volume performance requirements in 2002.

   Depreciation expense in 2001 increased $1.4 million or 2.1% on a reported
basis and $1.8 million or 2.7% on a constant territory basis from 2000. The
increase was due primarily to the purchase during the second quarter

                                      19

<PAGE>

of 2001 of approximately $49 million of cold drink equipment that had
previously been leased. This purchase was financed with the Company's lines of
credit. Capital expenditures in 2001 totaled $96.7 million, which includes
approximately $49 million of previously leased equipment as discussed above.

  Investment in Piedmont

   The Company's share of Piedmont's net income in 2001 was $.4 million. This
compares to the Company's share of Piedmont's net income of $2.5 million in
2000. The decrease in income from Piedmont of $2.1 million resulted primarily
from an increase in operating expenses. Piedmont's operating expenses increased
by $10.4 million in 2001 due to higher employee compensation costs, an increase
in sales development costs and an increase in management fees paid to the
Company.

  Interest Expense

   Interest expense for 2001 of $44.3 million decreased by $9.0 million or 17%
from 2000. The decrease in interest expense was attributable to lower average
interest rates on the Company's outstanding debt and lower debt balances. The
Company's overall weighted average interest rate decreased from an average of
7.3% during 2000 to an average of 6.5% during 2001. Total debt and capital
lease obligations decreased from $697.2 million at December 31, 2000 to $679.3
million at December 30, 2001. Strong cash flow from operations enabled the
Company to repay approximately $18 million in debt and purchase approximately
$49 million of equipment previously leased.

  Other Income (Expense)

   Other expense for 2001 was $6.0 million, compared to other income of $1.0
million in 2000 and other expense of $5.4 million in 1999. The change in other
income (expense) from 2000 is primarily due to nonrecurring items in 2000 that
included a gain on the sale of bottling territory of $8.8 million, offset
partially by a provision for impairment of certain fixed assets of $3.1
million. The Company recorded a provision for impairment of certain real estate
for $.9 million in the fourth quarter of 2001. The impairment charge reflects
an adjustment to estimated net realizable value of the real estate which was no
longer required for the Company's ongoing operations. Also in 2001, the Company
recorded a gain of $1.1 million on the sale of certain corporate transportation
equipment and a loan loss provision of $1.6 million related to an outstanding
loan to its equity investee, Data Ventures LLC.

  Income Taxes

   The effective tax rate for federal and state income taxes was approximately
19% in 2001 versus approximately 36% in 2000. The Company's income tax rate for
2001 was favorably impacted by the settlement of certain income tax issues with
the Internal Revenue Service.

  2000 Compared to 1999

  Net Income

   The Company reported net income of $6.3 million or basic net income per
share of $.72 for fiscal year 2000 compared to $3.2 million or $.38 basic net
income per share for fiscal year 1999. Diluted net income per share for 2000
was $.71 compared to $.37 in 1999. Net income in 2000 included the gain on the
sale of bottling territory discussed above, offset partially by a provision for
impairment of certain fixed assets.

  Net Sales and Gross Margin

   Net sales for 2000 grew by 2.3% to $995 million, compared to $973 million in
1999. On a constant territory basis, net sales increased by approximately 1%
due to an increase in net selling price for the year of approximately 6.5%
partially offset by a decline in unit volume of approximately 5% for the year.


                                      20

<PAGE>

   Gross margin increased by $35.5 million from 1999 to 2000 representing an 8%
increase. The increase in gross margin was driven by higher selling prices,
which more than offset a decline in unit volume as discussed above. The
Company's gross margin as a percentage of sales increased from 44.2% in 1999 to
46.7% in 2000. On a per unit basis, gross margin increased 13% in 2000 over
1999.

  Cost of Sales and Operating Expenses

   Cost of sales on a per unit basis increased by approximately 2% in 2000.
This increase was due to significantly higher costs for concentrate and
increased packaging costs, offset partially by decreases in manufacturing labor
and overhead expenses.

   S,G&A expenses increased by $31.3 million or 11% in 2000 over 1999 levels
primarily due to a reduction in marketing funding received from The Coca-Cola
Company. Direct marketing funding and other support from The Coca-Cola Company
and other beverage companies declined from $74.7 million in 1999 to $56.8
million in 2000. The balance of the increase in S,G&A expenses was due to
enhancements in employee compensation programs, higher fuel costs, costs
associated with a strike by employees in certain branches of the Company's West
Virginia territory (primarily security costs to protect Company personnel and
assets) and compensation expense related to a restricted stock award for the
Company's Chairman and Chief Executive Officer.

   Depreciation expense in 2000 increased $4.2 million or 7%. The increase for
2000 was due to significant capital expenditures in 1999 of $264.1 million, of
which approximately $155 million related to the purchase of equipment that was
previously leased. Capital expenditures in 2000 totaled $49.2 million.

  Investment in Piedmont

   The Company's share of Piedmont's net income in 2000 was $2.5 million. This
compares to the Company's share of Piedmont's net loss of $2.6 million in 1999.
The increase in income from Piedmont of $5.1 million was due to improved
operating results at Piedmont primarily due to higher gross margin resulting
from increased net selling prices.

  Interest Expense

   Interest expense increased by $2.8 million or 5.5% in 2000. The increase was
primarily due to higher interest rates on the Company's floating rate debt. The
Company's overall weighted average borrowing rate for 2000 was 7.3% compared to
6.8% in 1999.

  Other Income (Expense)

   Other income for 2000 was approximately $1 million, a change of $6.4 million
versus other expense of $5.4 million in 1999. The change in other income
(expense) in 2000 was primarily due to a gain on the sale of bottling territory
of $8.8 million, before tax, offset partially by a provision for impairment of
certain fixed assets of $3.1 million, before tax.

  Income Taxes

   The effective tax rate for federal and state income taxes was approximately
36% in 2000 versus approximately 35% in 1999.


                                      21

<PAGE>

Financial Condition

   Total assets increased slightly from $1.062 billion at December 31, 2000 to
$1.064 billion at December 30, 2001. An increase in property, plant and
equipment, including the purchase of $49 million of previously leased
equipment, was offset by depreciation of property, plant and equipment and
amortization of intangible assets, principally acquired franchise rights. The
adoption of SFAS No. 142, as discussed above, will significantly reduce
amortization of intangible assets in 2002.

   Working capital decreased by $68.5 million to a deficit of $54.2 million at
December 30, 2001 from $14.3 million at December 31, 2000. The change in
working capital was primarily due to increases in the current portion of
long-term debt of $46.8 million, in accounts payable, trade of $6.9 million and
in amounts due to Piedmont of $8.2 million.

   Total debt and capital lease obligations decreased from $697.2 million at
December 31, 2000 to $679.3 million at December 30, 2001. Strong cash flow from
operations enabled the Company to repay approximately $18 million in debt and
purchase approximately $49 million of equipment previously leased.

   The Company recorded a minimum pension liability adjustment of $11.0
million, net of tax, in the fourth quarter of 2001 to reflect the difference
between the fair market value of the Company's pension plan assets and the
accumulated benefit obligation of the plan.

Liquidity and Capital Resources

  Capital Resources

   Sources of capital for the Company include operating cash flows, bank
borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has
sufficient financial resources available to maintain its current operations and
provide for its current capital expenditure and working capital requirements,
scheduled debt payments, interest and income tax liabilities and dividends for
stockholders. The amount and frequency of future dividends will be determined
by the Company's Board of Directors in light of the earnings and financial
condition of the Company at such time, and no assurance can be given that
dividends will be declared in the future.

  Investing Activities

   Additions to property, plant and equipment during 2001 were $96.7 million,
which included approximately $49 million of equipment that had previously been
leased. Capital expenditures during 2001 were funded with cash flow from
operations and short-term borrowings on the Company's available lines of
credit. Leasing is used for certain capital additions when considered cost
effective relative to other sources of capital. The Company currently leases
two production facilities and certain distribution and administrative
facilities.

   At the end of 2001, the Company had no material commitments for the purchase
of capital assets other than those related to normal replacement of equipment.
The Company considers the acquisition of bottling territories on an ongoing
basis. The Company anticipates that additions to property, plant and equipment
in 2002 will be in the range of $50 to $60 million for the Company and Piedmont
on a combined basis.

  Financing Activities

   In January 1999, the Company filed an $800 million shelf registration for
debt and equity securities. The Company has used this shelf registration to
issue $250 million of long-term debentures in 1999. The Company currently has
$550 million available for use under this shelf registration.


                                      22

<PAGE>

   The Company borrows periodically under its available lines of credit. These
lines of credit, in the aggregate amount of $95 million at December 30, 2001,
are made available at the discretion of the three participating banks and may
be withdrawn at any time by such banks. The Company has a revolving credit
facility of $170 million that can be used in the event the lines of credit are
not available. There were no amounts outstanding under either the lines of
credit or the revolving credit facility as of December 30, 2001. The Company
intends to refinance its short-term debt maturities with currently available
lines of credit and to negotiate a new revolving credit facility to replace the
current facility that matures in December 2002.

   The Company is a member of two cooperatives and guarantees a portion of
these cooperatives' debt. The total of all debt guarantees on December 30, 2001
was $37.4 million.

   The Company currently intends to refinance $97.5 million of debt that
matures at Piedmont in May 2002 through its available credit facilities, which
include its $170 million revolving credit facility and a shelf registration, of
which approximately $550 million is available for use. The Company currently
plans to loan $97.5 million to Piedmont to repay the debt which matures in May
2002. It is anticipated that Piedmont will pay the Company interest based on a
spread over the Company's average cost of funds.

   With regards to the Company's $170 million term loan agreement, the Company
must maintain its public debt ratings at investment grade as determined by both
Moody's and Standard & Poor's. If the Company's public debt ratings fall below
investment grade within 90 days after the public announcement of certain
designated events and such ratings stay below investment grade for an
additional 40 days, a trigger event resulting in a default occurs. The Company
does not anticipate a trigger event will occur.

  Interest Rate Hedging

   The Company periodically uses interest rate hedging products to modify risk
from interest rate fluctuations. The Company has historically altered its
fixed/floating rate mix based upon anticipated cash flows from operations
relative to the Company's debt level and the potential impact of increases in
interest rates on the Company's overall financial condition. Sensitivity
analyses are performed to review the impact on the Company's financial position
and coverage of various interest rate movements. The Company does not use
derivative financial instruments for trading purposes nor does it use leveraged
financial instruments.

   In October 2001, the Company terminated two interest rate swaps with a total
notional amount of $100 million. The gain of $6.7 million from the termination
of these swaps is being amortized as an adjustment to interest expense over 7.5
years, the remaining term of the initial swap agreements which corresponds to
the life of the debt instrument being hedged. In 2002, interest expense will be
approximately $.7 million lower than in 2001 as a result of this termination.
In December 2001, two interest rate swap agreements were entered into with a
total notional amount of $46 million. These new swap agreements allowed the
Company to fix the interest rate on certain variable rate lease obligations and
will be accounted for as cash flow hedges.

   The weighted average interest rate of the debt portfolio as of December 30,
2001 was 5.7% compared to 7.1% at the end of 2000. The Company's overall
weighted average borrowing rate on its long-term debt in 2001 decreased to 6.5%
from 7.3% in 2000. Approximately 34% of the Company's debt portfolio of $676.9
million as of December 30, 2001 was maintained on a floating rate basis and is
subject to changes in short-term interest rates. An increase in interest rates
of 1% would have resulted in an increase in interest expense of
approximately $2.2 million on a pre-tax basis in 2001.

Forward-looking Statements

   This Annual Report to Stockholders, as well as information included in
future filings by the Company with the Securities and Exchange Commission and
information contained in written material, press releases and oral

                                      23

<PAGE>

statements issued by or on behalf of the Company, contains, or may contain,
several forward-looking management comments and other statements that reflect
management's current outlook for future periods. These statements include,
among others, statements relating to: the consolidation of results of
operations, financial position and cash flows of Piedmont with those of the
Company, the effects of the adoption of SFAS No. 142 and SFAS No. 144, the
Company's focus on key long-term objectives, including increasing per capita
consumption, operating cash flow, free cash flow and stockholder value,
anticipated increases in pension expense, anticipated costs associated with
nonhealth-related insurance, anticipated increased productivity, potential
marketing support from The Coca-Cola Company, sufficiency of financial
resources, anticipated additions to property, plant and equipment, the amount
and frequency of future dividends, refinancing of short-term debt maturities,
negotiation of a new revolving credit facility, refinancing of certain debt at
Piedmont, Piedmont's payment of interest to the Company and management's belief
that a trigger event will not occur under the Company's $170 million term loan
agreement. These statements and expectations are based on the current available
competitive, financial and economic data along with the Company's operating
plans, and are subject to future events and uncertainties. Among the events or
uncertainties which could adversely affect future periods are: lower than
expected net pricing resulting from increased marketplace competition, changes
in how significant customers market our products, an inability to meet
performance requirements for expected levels of marketing support payments from
The Coca-Cola Company, an inability to meet requirements under bottling
contracts, the inability of our aluminum can or PET bottle suppliers to meet
our demand, material changes from expectations in the cost of raw materials,
higher than expected fuel prices, an inability to meet projections for
performance in acquired bottling territories and unfavorable interest rate
fluctuations.

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk

   The Company is exposed to certain market risks that are inherent in the
Company's financial instruments, which arise in the ordinary course of
business. The Company may enter into derivative financial instrument
transactions to manage or reduce market risk. The Company does not enter into
derivative financial instrument transactions for trading purposes. A discussion
of the Company's primary market risk exposure in financial instruments is
presented below.

  Long-Term Debt

   The Company is subject to interest rate risk on its long-term fixed interest
rate debt. Borrowings under lines of credit and other variable rate long-term
debt do not give rise to significant interest rate risk because these
borrowings either have maturities of less than three months or have variable
interest rates. All other things being equal, the fair market value of the
Company's debt with a fixed interest rate will increase as interest rates
decline and the fair market value of the Company's debt will decrease as
interest rates rise. This exposure to interest rate risk is generally managed
by borrowing funds with a variable interest rate or using interest rate swaps
to effectively change fixed interest rate borrowings to variable interest rate
borrowings. The Company generally maintains between 40% and 60% of total
borrowings at variable interest rates after taking into account all of the
interest rate hedging activities. While this is the target range, the financial
position of the Company and market conditions may result in strategies outside
of this range at certain points in time.

   As it relates to the Company's variable rate debt, if market interest rates
average 1% more in 2002 than the rates as of December 30, 2001, interest
expense for 2002 would increase by $2.1 million. If market interest rates had
averaged 1% more in 2001 than the rates at December 31, 2000, interest expense
for 2001 would have increased by $2.7 million. These amounts were determined by
calculating the effect of the hypothetical interest rate on our variable rate
debt after giving consideration to all our interest rate hedging activities.
This sensitivity analysis assumes that there are no changes in the Company's
financial structure.


                                      24

<PAGE>

  Raw Material and Commodity Price Risk

   The Company is subject to commodity price risk arising from price movements
for certain commodities included as part of its raw materials. The Company
generally manages this risk by entering into long-term contracts with
adjustable prices. The Company has not used derivative commodity instruments in
the management of this risk.

                                      25

<PAGE>

Item 8.   Financial Statements and Supplementary Data

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                    Dec. 30, 2001 Dec. 31, 2000
                                                                                    ------------- -------------
In Thousands (Except Share Data)
<S>                                                                                 <C>           <C>
ASSETS
Current assets:
Cash...............................................................................  $   16,912    $    8,425
Accounts receivable, trade, less allowance for doubtful accounts of $1,863 and $918      63,974        62,661
Accounts receivable from The Coca-Cola Company.....................................       3,935         5,380
Accounts receivable, other.........................................................       5,253         8,247
Inventories........................................................................      39,916        40,502
Prepaid expenses and other current assets..........................................      13,379        14,026
                                                                                     ----------    ----------
   Total current assets............................................................     143,369       139,241
                                                                                     ----------    ----------
Property, plant and equipment, net.................................................     462,689       437,926
Investment in Piedmont Coca-Cola Bottling Partnership..............................      60,203        62,730
Other assets.......................................................................      52,140        60,846
Franchise rights and goodwill, net.................................................     335,662       347,207
Other identifiable intangible assets, net..........................................      10,396        14,147
                                                                                     ----------    ----------
   Total...........................................................................  $1,064,459    $1,062,097
                                                                                     ==========    ==========
</TABLE>




         See Accompanying Notes to Consolidated Financial Statements.

                                      26

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                          Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                        Dec. 30, 2001 Dec. 31, 2000
                                                                        ------------- -------------
In Thousands (Except Share Data)
<S>                                                                     <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Portion of long-term debt payable within one year......................  $   56,708    $    9,904
Current portion of obligations under capital leases....................       1,489         3,325
Accounts payable, trade................................................      28,370        21,477
Accounts payable to The Coca-Cola Company..............................       7,925         3,802
Other accrued liabilities..............................................      49,169        45,321
Due to Piedmont Coca-Cola Bottling Partnership.........................      24,682        16,436
Accrued compensation...................................................      17,350        14,201
Accrued interest payable...............................................      11,878        10,483
                                                                         ----------    ----------
   Total current liabilities...........................................     197,571       124,949
                                                                         ----------    ----------
Deferred income taxes..................................................     133,743       148,655
Other liabilities......................................................      94,973        76,061
Obligations under capital leases.......................................         935         1,774
Long-term debt.........................................................     620,156       682,246
                                                                         ----------    ----------
   Total liabilities...................................................   1,047,378     1,033,685
                                                                         ----------    ----------
Commitments and Contingencies (Note 11)

Stockholders' Equity:
Convertible Preferred Stock, $100.00 par value:
   Authorized-50,000 shares; Issued-None
Nonconvertible Preferred Stock, $100.00 par value:
   Authorized-50,000 shares; Issued-None
Preferred Stock, $.01 par value:
   Authorized-20,000,000 shares; Issued-None
Common Stock, $1.00 par value:
   Authorized-30,000,000 shares; Issued-9,454,651 shares...............       9,454         9,454
Class B Common Stock, $1.00 par value:
   Authorized-10,000,000 shares; Issued-2,989,166 and 2,969,166 shares.       2,989         2,969
Class C Common Stock, $1.00 par value:
   Authorized-20,000,000 shares; Issued-None
Capital in excess of par value.........................................      91,004        99,020
Accumulated deficit....................................................     (12,307)      (21,777)
Accumulated other comprehensive loss...................................     (12,805)
                                                                         ----------    ----------
                                                                             78,335        89,666
                                                                         ----------    ----------
Less-Treasury stock, at cost:
   Common-3,062,374 shares.............................................      60,845        60,845
   Class B Common-628,114 shares.......................................         409           409
                                                                         ----------    ----------
   Total stockholders' equity..........................................      17,081        28,412
                                                                         ----------    ----------
Total..................................................................  $1,064,459    $1,062,097
                                                                         ==========    ==========
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.

                                      27

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                    Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                              Fiscal Year
                                                                     -----------------------------
                                                                        2001       2000     1999
                                                                     ----------  -------- --------
In Thousands (Except Per Share Data)
<S>                                                                  <C>         <C>      <C>
Net sales (includes sales to Piedmont of $71,170, $69,539 and
  $68,046).......................................................... $1,022,686  $995,134 $972,551
Cost of sales, excluding depreciation shown below (includes $53,033,
  $53,463 and $56,439 related to sales to Piedmont).................    555,570   530,241  543,113
                                                                     ----------  -------- --------
Gross margin........................................................    467,116   464,893  429,438
                                                                     ----------  -------- --------
Selling, general and administrative expenses, excluding depreciation
  shown below.......................................................    323,668   323,223  291,907
Depreciation expense................................................     66,134    64,751   60,567
Amortization of goodwill and intangibles............................     15,296    14,712   13,734
Restructuring expense...............................................                         2,232
                                                                     ----------  -------- --------
Income from operations..............................................     62,018    62,207   60,998
                                                                     ----------  -------- --------
Interest expense....................................................     44,322    53,346   50,581
Other income (expense), net.........................................     (6,000)      974   (5,431)
                                                                     ----------  -------- --------
Income before income taxes..........................................     11,696     9,835    4,986
Income taxes........................................................      2,226     3,541    1,745
                                                                     ----------  -------- --------
Net income.......................................................... $    9,470  $  6,294 $  3,241
                                                                     ==========  ======== ========
Basic net income per share.......................................... $     1.08  $    .72 $    .38
                                                                     ==========  ======== ========
Diluted net income per share........................................ $     1.07  $    .71 $    .37
                                                                     ==========  ======== ========
Weighted average number of common shares outstanding................      8,753     8,733    8,588
Weighted average number of common shares outstanding--assuming
  dilution..........................................................      8,821     8,822    8,708
                                                                     ==========  ======== ========
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.

                                      28

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                    Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                  Fiscal Year
                                                                         -----------------------------
                                                                           2001      2000      1999
                                                                         --------  --------  ---------
In Thousands
<S>                                                                      <C>       <C>       <C>
Cash Flows from Operating Activities
Net income.............................................................. $  9,470  $  6,294  $   3,241
Adjustments to reconcile net income to net cash provided by operating
  activities:
 Depreciation expense...................................................   66,134    64,751     60,567
 Amortization of goodwill and intangibles...............................   15,296    14,712     13,734
 Deferred income taxes..................................................    2,226     3,541      1,745
 Gain on sale of bottling territory.....................................             (8,829)
 Provision for impairment of property, plant and equipment..............      947     3,066
 Losses on sale of property, plant and equipment........................    1,297     2,284      2,755
 Amortization of debt costs.............................................      830       938        836
 Amortization of deferred gain related to terminated interest rate swaps   (1,183)     (819)      (563)
 Undistributed (earnings) losses of Piedmont............................     (417)   (2,514)     2,631
 (Increase) decrease in current assets less current liabilities.........   32,770    (2,554)     9,639
 (Increase) decrease in other noncurrent assets.........................      501      (506)    (8,451)
 Increase (decrease) in other noncurrent liabilities....................   (6,010)    3,868      9,702
 Other..................................................................       82        58        334
                                                                         --------  --------  ---------
Total adjustments.......................................................  112,473    77,996     92,929
                                                                         --------  --------  ---------
Net cash provided by operating activities...............................  121,943    84,290     96,170
                                                                         --------  --------  ---------
Cash Flows from Financing Activities
Proceeds from the issuance of long-term debt............................                       251,165
Repayment of current portion of long-term debt..........................   (2,385)  (26,750)   (30,115)
Proceeds from (repayment of) lines of credit, net.......................  (12,900)  (33,700)    10,200
Cash dividends paid.....................................................   (8,753)   (8,733)    (8,549)
Payments on capital lease obligations...................................   (2,868)   (4,528)    (4,938)
Termination of interest rate swap agreements............................    6,704      (292)
Debt fees paid..........................................................                        (3,266)
Other...................................................................     (230)     (387)      (468)
                                                                         --------  --------  ---------
Net cash provided by (used in) financing activities.....................  (20,432)  (74,390)   214,029
                                                                         --------  --------  ---------
Cash Flows from Investing Activities
Additions to property, plant and equipment..............................  (96,684)  (49,168)  (264,139)
Proceeds from the sale of property, plant and equipment.................    3,660    16,366        753
Acquisitions of companies, net of cash acquired.........................               (723)   (44,454)
Proceeds from sale of bottling territory................................             23,000
                                                                         --------  --------  ---------
Net cash used in investing activities...................................  (93,024)  (10,525)  (307,840)
                                                                         --------  --------  ---------
Net increase (decrease) in cash.........................................    8,487      (625)     2,359
                                                                         --------  --------  ---------
Cash at beginning of year...............................................    8,425     9,050      6,691
                                                                         --------  --------  ---------
Cash at end of year..................................................... $ 16,912  $  8,425  $   9,050
                                                                         ========  ========  =========
Significant non-cash investing and financing activities.................
 Capital lease obligations incurred..................................... $    456  $  1,313  $  14,225
 Issuance of Class B Common Stock in connection with stock award........      757
 Issuance of Common Stock in connection with acquisition................                        21,961
</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.

                                      29

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

          Consolidated Statements of Changes in Stockholders' Equity

<TABLE>
<CAPTION>
                                                                           Accumulated
                                             Class B Capital in               Other
                                      Common Common  Excess of  Accum.    Comprehensive Treasury
                                      Stock   Stock  Par Value  Deficit       Loss       Stock     Total
                                      ------ ------- ---------- --------  ------------- --------  --------
In Thousands
<S>                                   <C>    <C>     <C>        <C>       <C>           <C>       <C>
Balance on January 3, 1999........... $9,086 $2,969   $ 94,709  $(31,312)   $     --    $(61,254) $ 14,198
Net income...........................                              3,241                             3,241
Cash dividends paid..................                   (8,549)                                     (8,549)
Issuance of Common Stock in
 connection with acquisition.........    368            21,593                                      21,961
                                      ------ ------   --------  --------    --------    --------  --------
Balance on January 2, 2000........... $9,454 $2,969   $107,753  $(28,071)   $     --    $(61,254) $ 30,851
Net income...........................                              6,294                             6,294
Cash dividends paid..................                   (8,733)                                     (8,733)
                                      ------ ------   --------  --------    --------    --------  --------
Balance on December 31, 2000......... $9,454 $2,969   $ 99,020  $(21,777)   $     --    $(61,254) $ 28,412
Comprehensive income (loss):
Net income...........................                              9,470                             9,470
Change in fair market value of cash
 flow hedges, net of tax.............                                              4                     4
Proportionate share of Piedmont's
 accum. other comprehensive loss at
 adoption of SFAS No. 133, net of
 tax.................................                                           (947)                 (947)
Change in proportionate share of
 Piedmont's accum. other
 comprehensive loss, net of tax......                                           (878)                 (878)
Minimum pension liability adjustment,
 net of tax..........................                                        (10,984)              (10,984)
                                                                                                  --------
Total comprehensive income (loss)....                                                               (3,335)
Cash dividends paid..................                   (8,753)                                     (8,753)
Issuance of Class B Common Stock.....            20        737                                         757
                                      ------ ------   --------  --------    --------    --------  --------
Balance on December 30, 2001......... $9,454 $2,989   $ 91,004  $(12,307)   $(12,805)   $(61,254) $ 17,081
                                      ====== ======   ========  ========    ========    ========  ========
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.

                                      30

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(1)  Significant Accounting Policies

   Coca-Cola Bottling Co. Consolidated (the "Company") is engaged in the
production, marketing and distribution of carbonated and noncarbonated
beverages, primarily products of The Coca-Cola Company. The Company operates in
portions of 11 states, principally in the southeastern region of the United
States.

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

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

   The fiscal years presented are the 52-week periods ended December 30, 2001,
December 31, 2000 and January 2, 2000. The Company's fiscal year ends on the
Sunday closest to December 31.

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

   The Company's significant accounting policies are as follows:

  Cash and Cash Equivalents

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

  Credit Risk of Trade Accounts Receivable

   The Company sells its products to large chain stores and other customers and
extends credit, generally without requiring collateral, based on an ongoing
evaluation of the customer's business prospects and financial condition. The
Company monitors its exposure to losses on trade accounts receivable and
maintains an allowance for potential losses or adjustments. The Company's trade
accounts receivable are typically collected within approximately 30 days from
the date of sale.

  Inventories

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

  Property, Plant and Equipment

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

                                      31

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


  Software

   The Company adopted the provisions of the American Institute of Certified
Public Accountants' Statement of Position 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use" in the first quarter
of 1999. This statement requires capitalization of certain costs incurred in
the development of internal-use software. Software is amortized using the
straight-line method over its estimated useful life.

  Investment in Piedmont Coca-Cola Bottling Partnership

   Prior to January 2, 2002, the Company beneficially owned a 50% interest in
Piedmont Coca-Cola Bottling Partnership ("Piedmont"). The Company accounted for
its interest in Piedmont using the equity method of accounting. With respect to
Piedmont, sales of soft drink products at cost, management fee revenue and the
Company's share of Piedmont's results from operations are included in "Net
sales" for all periods presented. See Note 3 and Note 15 for additional
information.

   On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont from The Coca-Cola Company, increasing the Company's ownership to
54.651%. As a result of the increase in ownership, the results of operations,
financial position and cash flows of Piedmont will be consolidated with those
of the Company beginning in the first quarter of 2002. See Note 3 for
additional information.

  Revenue Recognition

   Revenues are recognized when finished products are delivered to customers
and both title and the risks and rewards of ownership are transferred.
Appropriate provision is made for uncollectible accounts.

  Income Taxes

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

  Benefit Plans

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

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

  Intangible Assets and Goodwill

   Identifiable intangible assets resulting from the acquisition of Coca-Cola
bottling franchises accounted for by the purchase method are recorded based
upon fair market value at the date of acquisition and are being

                                      32

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

amortized on a straight-line basis over periods ranging from 17 to 40 years.
Goodwill is being amortized on a straight-line basis over 40 years.

  Impairment of Long-lived Assets

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

  Net Income Per Share

   Basic earnings per share ("EPS") excludes dilution and is computed by
dividing net income available for common stockholders by the weighted average
number of Common and Class B Common shares outstanding. Diluted EPS gives
effect to all securities representing potential common shares that were
dilutive and outstanding during the period.

  Derivative Financial Instruments

   On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended ("SFAS No. 133"), which requires that all derivative
instruments be recognized in the financial statements at fair value. The
adoption of SFAS No. 133 did not have a significant impact on the results of
operations, financial position or cash flows during 2001.

   The Company uses derivative financial instruments to manage its exposure to
movements in interest rates. The use of these financial instruments modifies
the exposure of these risks with the intent to reduce the risk to the Company.
The Company does not use financial instruments for trading purposes, nor does
it use leveraged financial instruments. The Company has determined that its
derivative financial instruments qualify as either fair value or cash flow
hedges, having values that highly correlate with the underlying hedged
exposures and have designated such instruments as hedging transactions. Credit
risk related to the derivative financial instruments is considered minimal and
is managed by requiring high credit standards for its counterparties and
periodic settlements.

   Changes in fair value of derivative financial instruments are recorded as
adjustments to the assets or liabilities being hedged in the statement of
operations or in accumulated other comprehensive income (loss), depending on
whether the derivative is designated and qualifies for hedge accounting, the
type of hedge transaction represented and the effectiveness of the hedge.

  Insurance Programs

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

                                      33

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


  Marketing Costs and Support Arrangements

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

(2)  Acquisitions And Divestitures

   On May 28, 1999, the Company acquired all of the outstanding capital stock
of Carolina Coca-Cola Bottling Company, Inc. ("Carolina") in exchange for
368,482 shares of the Company's Common Stock, installment notes and cash. The
total purchase price was approximately $37 million. Carolina was a Coca-Cola
bottler with operations in central South Carolina.

   On October 29, 1999, the Company acquired substantially all of the
outstanding capital stock of Lynchburg Coca-Cola Bottling Company, Inc.
("Lynchburg") for approximately $24 million, in cash. Lynchburg was a Coca-Cola
bottler with operations in central Virginia.

   The Company used its lines of credit for the cash portion of the
acquisitions described above. These acquisitions have been accounted for under
the purchase method of accounting.

   On September 29, 2000, the Company sold substantially all of its bottling
territory in the states of Kentucky and Ohio to Coca-Cola Enterprises Inc.
The Company received cash proceeds of $23.0 million related to the sale of this
territory and certain other operating assets. The Company recorded a pre-tax
gain of $8.8 million as a result of this sale. The bottling territory sold
represented approximately 3% of the Company's annual sales volume.

(3)  Investment in Piedmont Coca-Cola Bottling Partnership

   On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to
distribute and market carbonated and noncarbonated beverages primarily in
certain portions of North Carolina and South Carolina. Prior to January 2,
2002, the Company and The Coca-Cola Company, through their respective
subsidiaries, each beneficially owned a 50% interest in Piedmont. The Company
provides a portion of the soft drink products for Piedmont at cost and receives
a fee for managing the operations of Piedmont pursuant to a management
agreement.

   Summarized financial information for Piedmont was as follows:

<TABLE>
<CAPTION>
                                                   Dec. 30, 2001 Dec. 31, 2000
                                                   ------------- -------------
 In Thousands
 <S>                                               <C>           <C>
 Current assets...................................   $ 55,848      $ 48,068
 Noncurrent assets................................    309,664       319,788
                                                     --------      --------
 Total assets.....................................   $365,512      $367,856
                                                     ========      ========
 Current liabilities..............................   $114,132      $ 17,342
 Noncurrent liabilities...........................    130,974       225,054
                                                     --------      --------
 Total liabilities................................    245,106       242,396
 Partners' equity.................................    126,294       125,460
 Accumulated other comprehensive loss.............     (5,888)
                                                     --------      --------
 Total liabilities and partners' equity...........   $365,512      $367,856
                                                     ========      ========
 Company's equity investment......................   $ 60,203      $ 62,730
                                                     ========      ========
</TABLE>

                                      34

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                            Fiscal Year
                                                    --------------------------
                                                      2001     2000     1999
                                                    -------- -------- --------
In Thousands
<S>                                                 <C>      <C>      <C>
Net sales.......................................... $296,900 $286,781 $278,202
Cost of sales......................................  153,643  147,671  152,042
                                                    -------- -------- --------
Gross margin.......................................  143,257  139,110  126,160
Income from operations.............................   13,330   18,948    7,803
Net income (loss).................................. $    834 $  5,028 $ (5,262)
                                                    ======== ======== ========
Company's equity in net income (loss).............. $    417 $  2,514 $ (2,631)
                                                    ======== ======== ========
</TABLE>

   The Company currently intends to refinance $97.5 million of debt that
matures at Piedmont in May 2002 through its available credit facilities, which
include its $170 million revolving credit facility and a shelf registration, of
which approximately $550 million is available for use. The Company currently
plans to loan $97.5 million to Piedmont to repay the debt which matures in May
2002. It is anticipated that Piedmont will pay the Company interest based on a
spread over the Company's average cost of funds.

   On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont from The Coca-Cola Company, increasing the Company's ownership in
Piedmont to 54.651%. As a result of the increase in ownership, the results of
operations, financial position and cash flows of Piedmont will be consolidated
with those of the Company beginning in the first quarter of 2002.

   The following unaudited proforma condensed financial information reflects
the consolidation of Piedmont's financial position and results of operations
with those of the Company as if the additional purchase had occurred at the
beginning of 2001.

<TABLE>
<CAPTION>
                                                                  Dec. 30, 2001
                                                                  -------------
 In Thousands
 <S>                                                              <C>
 Current assets..................................................  $  174,535
 Noncurrent assets...............................................   1,172,271
                                                                   ----------
 Total assets....................................................  $1,346,806
                                                                   ==========
 Current liabilities.............................................  $  287,671
 Noncurrent liabilities..........................................     988,057
                                                                   ----------
 Total liabilities...............................................   1,275,728
 Minority interest...............................................      54,603
 Stockholders' equity............................................      16,475
                                                                   ----------
 Total liabilities, minority interest and stockholders' equity...  $1,346,806
                                                                   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                   Fiscal Year
                                                                      2001
                                                                   -----------
 In Thousands
 <S>                                                               <C>
 Net sales........................................................ $1,237,018
 Cost of sales....................................................    656,180
                                                                   ----------
 Gross margin.....................................................    580,838
 Income from operations...........................................     74,827
 Minority interest................................................        378
 Net income....................................................... $    9,034
                                                                   ==========
</TABLE>

                                      35

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

   Piedmont has several interest rate swap agreements that have been designated
as cash flow hedges. The Company's proportionate share of Piedmont's
accumulated other comprehensive loss, net of tax, resulting from the effect of
adoption of SFAS No. 133 and the impact during 2001 related to Piedmont were as
follows:


<TABLE>
<CAPTION>
                                                                                             Fiscal Year
                                                                                                2001
                                                                                             -----------
In Thousands
<S>                                                                                          <C>
Impact of adoption, net of tax..............................................................   $  947
Change in fair market value of cash flow hedges during 2001, net of tax.....................      878
                                                                                               ------
Company's proportionate share of Piedmont's accumulated other comprehensive loss, net of tax   $1,825
                                                                                               ======
</TABLE>

(4)  Inventories

   Inventories were summarized as follows:

<TABLE>
<CAPTION>
                                                             Dec. 30, Dec. 31,
                                                               2001     2000
                                                             -------- --------
 In Thousands
 <S>                                                         <C>      <C>
 Finished products.......................................... $23,637  $22,907
 Manufacturing materials....................................  11,893   13,330
 Plastic pallets and other..................................   4,386    4,265
                                                             -------  -------
 Total inventories.......................................... $39,916  $40,502
                                                             =======  =======
</TABLE>

(5)  Property, Plant and Equipment

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

<TABLE>
<CAPTION>
                                                 Dec. 30, Dec. 31,  Estimated
                                                   2001     2000   Useful Lives
                                                 -------- -------- ------------
 In Thousands
 <S>                                             <C>      <C>      <C>
 Land........................................... $ 11,158 $ 11,311
 Buildings......................................   95,338   97,012 10-50 years
 Machinery and equipment........................   93,658   94,652  5-20 years
 Transportation equipment.......................  140,512  133,886  4-13 years
 Furniture and fixtures.........................   38,119   36,519  4-10 years
 Vending equipment..............................  334,975  285,714  6-13 years
 Leasehold and land improvements................   40,969   39,597  5-20 years
 Software for internal use......................   21,850   17,207   3-7 years
 Construction in progress.......................    1,908    1,162
                                                 -------- --------
 Total property, plant and equipment, at cost...  778,487  717,060
 Less: Accumulated depreciation and amortization  315,798  279,134
                                                 -------- --------
 Property, plant and equipment, net............. $462,689 $437,926
                                                 ======== ========
</TABLE>

   In the fourth quarter of 2001, the Company recorded a provision for
impairment of certain real estate for $.9 million, which was classified in
"Other income (expense), net." The impairment charge reflects an adjustment to
estimated net realizable value of the real estate which was no longer required
for the Company's ongoing operations. In the third quarter of 2000, the Company
recorded a provision for impairment of certain fixed assets for $3.1 million,
which was classified in "Other income (expense), net."

                                      36

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(6)  Franchise Rights And Goodwill

<TABLE>
<CAPTION>
                                                                     Estimated
                                                   Dec. 30, Dec. 31,  Useful
                                                     2001     2000     Lives
                                                   -------- -------- ---------
 In Thousands
 <S>                                               <C>      <C>      <C>
 Franchise rights................................. $353,388 $353,388 40 years
 Goodwill.........................................  112,097  112,097 40 years
                                                   -------- --------
 Franchise rights and goodwill....................  465,485  465,485
 Less: Accumulated amortization...................  129,823  118,278
                                                   -------- --------
 Franchise rights and goodwill, net............... $335,662 $347,207
                                                   ======== ========
</TABLE>

(7)  Other Identifiable Intangible Assets

<TABLE>
<CAPTION>
                                                                    Estimated
                                                 Dec. 30, Dec. 31,   Useful
                                                   2001     2000      Life
                                                 -------- -------- -----------
 In Thousands
 <S>                                             <C>      <C>      <C>
 Customer lists................................. $54,864  $54,864     20 years
 Other..........................................  16,316   16,316  17-23 years
                                                 -------  -------
 Other identifiable intangible assets...........  71,180   71,180
 Less: Accumulated amortization.................  60,784   57,033
                                                 -------  -------
 Other identifiable intangible assets, net...... $10,396  $14,147
                                                 =======  =======
</TABLE>

(8)  Long-term Debt

   Long-term debt was summarized as follows:
<TABLE>
<CAPTION>
                                                 Interest   Interest    Dec. 30, Dec. 31,
                                        Maturity   Rate       Paid        2001     2000
                                        -------- -------- ------------- -------- --------
In Thousands
<S>                                     <C>      <C>      <C>           <C>      <C>
Lines of Credit........................   2002               Varies     $     -- $ 12,900
Term Loan Agreement....................   2004     2.64%     Varies       85,000   85,000
Term Loan Agreement....................   2005     2.64%     Varies       85,000   85,000
Medium-Term Notes......................   2002     8.56%  Semi-annually   47,000   47,000
Debentures.............................   2007     6.85%  Semi-annually  100,000  100,000
Debentures.............................   2009     7.20%  Semi-annually  100,000  100,000
Debentures.............................   2009     6.38%  Semi-annually  250,000  250,000
Other notes payable....................   2002-    5.75%-    Varies        9,864   12,250
                                          2006    10.00%
                                          ----    -----   ------------- -------- --------
Less: Portion of long-term debt payable                                  676,864  692,150
  within one year......................                                   56,708    9,904
                                                                        -------- --------
Long-term debt.........................                                 $620,156 $682,246
                                                                        ======== ========
</TABLE>

                                      37

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   The principal maturities of long-term debt outstanding on December 30, 2001
were as follows:

<TABLE>
<CAPTION>
                         In Thousands
                         <S>                  <C>
                         2002................ $ 56,708
                         2003................       31
                         2004................   85,025
                         2005................   85,020
                         2006................       80
                         Thereafter..........  450,000
                                              --------
                         Total long-term debt $676,864
                                              ========
</TABLE>

   The Company has a revolving credit facility for borrowings of up to $170
million that matures in December 2002. The Company intends to negotiate a new
revolving credit facility to replace the current facility. The agreement
contains covenants which establish ratio requirements related to debt, interest
expense and cash flow. A facility fee of  1/8% per year on the banks'
commitment is payable quarterly. There was no outstanding balance under this
facility as of December 30, 2001.

   The Company borrows periodically under its available lines of credit. These
lines of credit, in the aggregate amount of $95 million at December 30, 2001,
are made available at the discretion of the three participating banks and may
be withdrawn at any time by such banks. There were no borrowings outstanding
under the lines of credit as of December 30, 2001. The Company intends to
refinance short-term maturities with currently available lines of credit.

   In January 1999, the Company filed an $800 million shelf registration for
debt and equity securities. The Company used this shelf registration to issue
$250 million of long-term debentures in 1999. The Company currently has $550
million available for use under this shelf registration.

   After taking into account all of the interest rate hedging activities, the
Company had a weighted average interest rate of 5.7% for the debt portfolio as
of December 30, 2001 compared to 7.1% at December 31, 2000. The Company's
overall weighted average borrowing rate on its long-term debt was 6.5%, 7.3%
and 6.8% for 2001, 2000 and 1999, respectively.

   As of December 30, 2001, approximately $230 million or 34% of the total debt
portfolio was subject to changes in short-term interest rates. The Company
considers all floating rate debt and fixed rate debt with a maturity of less
than one year to be subject to changes in short-term interest rates.

   If average interest rates for the floating rate component of the Company's
debt portfolio increased by 1%, annual interest expense for the year ended
December 30, 2001 would have increased by approximately $2.2 million and net
income would have been reduced by approximately $1.4 million.

   With regards to the Company's $170 million term loan agreement, the Company
must maintain its public debt ratings at investment grade as determined by both
Moody's and Standard & Poor's. If the Company's public debt ratings fall below
investment grade within 90 days after the public announcement of certain
designated events and such ratings stay below investment grade for an
additional 40 days, a trigger event resulting in a default occurs. The Company
does not anticipate a trigger event will occur.

                                      38

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(9)  Derivative Financial Instruments

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

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

   Derivative financial instruments were summarized as follows:

<TABLE>
<CAPTION>
                                   December 30, 2001   December 31, 2000
                                   ------------------ -------------------
                                   Notional Remaining Notional Remaining
                                    Amount    Term     Amount    Term
                                   -------- --------- -------- ----------
      In Thousands
      <S>                          <C>      <C>       <C>      <C>
      Interest rate swap-fixed.... $27,000  .95 years
      Interest rate swap-fixed....  19,000  .95 years
      Interest rate swaps-floating                    $100,000 8.25 years
</TABLE>

   In October 2001, the Company terminated two interest rate swaps with a total
notional amount of $100 million. The gain of $6.7 million from the termination
of these swaps is being amortized as an adjustment to interest expense over 7.5
years, the remaining term of the initial swap agreements which corresponds to
the life of the debt instrument being hedged.

   In December 2001, interest rate swap agreements were entered into with a
total notional amount of $46 million. These new swap agreements are accounted
for as cash flow hedges. These agreements allowed the Company to fix the
interest rate on certain variable rate lease obligations.

   The counterparties to these contractual arrangements are major financial
institutions with which the Company also has other financial relationships. The
Company is exposed to credit loss in the event of nonperformance by these
counterparties. However, the Company does not anticipate nonperformance by the
other parties.

(10)  Fair Values of Financial Instruments


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

   Cash, Accounts Receivable and Accounts Payable:  The fair values of cash,
accounts receivable and accounts payable approximate carrying values due to the
short maturity of these financial instruments.

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

   Non-Public Variable Rate Long-Term Debt:  The carrying amounts of the
Company's variable rate borrowings approximate their fair values.

                                      39

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


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

   Derivative Financial Instruments:  Fair values for the Company's interest
rate swaps are based on current settlement values.

   The carrying amounts and fair values of the Company's long-term debt and
derivative financial instruments were as follows:

<TABLE>
<CAPTION>
                                          December 30, 2001  December 31, 2000
                                         ------------------  -----------------
                                         Carrying   Fair     Carrying  Fair
                                          Amount    Value     Amount   Value
                                         --------  --------  -------- --------
 In Thousands
 <S>                                     <C>       <C>       <C>      <C>
 Public debt............................ $497,000  $493,993  $497,000 $480,687
 Non-public variable rate long-term debt  170,000   170,000   182,900  182,900
 Non-public fixed rate long-term debt...    9,864     9,868    12,250   12,433
 Interest rate swaps....................       (7)       (7)             1,669
</TABLE>

   The fair values of the interest rate swaps at December 30, 2001 represent
the estimated amount the Company would have received upon termination of these
agreements. The fair values of the interest rate swaps at December 31, 2000
represent the estimated amount the Company would have had to pay to terminate
these agreements.

(11)  Commitments and Contingencies

   Operating lease payments are charged to expense as incurred. Such rental
expenses included in the consolidated statements of operations were $12.4
million, $15.7 million and $13.7 million for 2001, 2000 and 1999, respectively.

   The following is a summary of future minimum lease payments for all capital
leases and operating leases as of December 30, 2001.

<TABLE>
<CAPTION>
                                                          Capital Operating
                                                          Leases   Leases    Total
                                                          ------- --------- -------
In Thousands
<S>                                                       <C>     <C>       <C>
2002..................................................... $1,489   $ 9,905  $11,394
2003.....................................................    798     9,144    9,942
2004.....................................................    313     8,818    9,131
2005.....................................................            8,149    8,149
2006.....................................................            7,980    7,980
Thereafter...............................................           24,493   24,493
                                                          ------   -------  -------
Total minimum lease payments............................. $2,600   $68,489  $71,089
                                                                   =======  =======
Less: Amounts representing interest......................    176
                                                          ------
Present value of minimum lease payments..................  2,424
Less: Current portion of obligations under capital leases  1,489
                                                          ------
Long-term portion of obligations under capital leases.... $  935
                                                          ======
</TABLE>

   The Company is a member of South Atlantic Canners, Inc. ("SAC"), a
manufacturing cooperative, from which it is obligated to purchase a specified
number of cases of finished product on an annual basis. The

                                      40

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

contractual minimum annual purchases required from SAC are approximately $40
million. See Note 15 to the consolidated financial statements for additional
information concerning SAC.

   The Company guarantees a portion of the debt for one cooperative from which
the Company purchases plastic bottles. The Company also guarantees a portion of
debt for SAC. See Note 15 to the consolidated financial statements for
additional information concerning these financial guarantees. The total of all
debt guarantees on December 30, 2001 was $37.4 million.

   The Company entered into a purchase agreement for aluminum cans on an annual
basis through 2003. The estimated annual purchases under this agreement are
approximately $100 million for 2002 and 2003.

   On August 3, 1999, North American Container, Inc. filed a complaint in the
United States District Court for the Northern District of Texas against the
Company and 44 other defendants. By its First Amended Complaint filed in April
2000, the plaintiff seeks to enforce United States Reissue Patent No. RIE
36,639 and alleges that the plastic containers used by the Company in
connection with the distribution of soft drinks and other products infringe the
patent. The Company has notified its suppliers of the lawsuit and has asserted
indemnification claims against them. The Company's suppliers have assumed the
defense of the claim pursuant to a written agreement providing for
indemnification. The Company's suppliers are vigorously defending the claim and
the Company believes it has meritorious defenses against the imposition of any
liability in this action.

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

(12)  Income Taxes

   The provision for income taxes consisted of the following:

<TABLE>
<CAPTION>
                                              Fiscal Year
                                          --------------------
                                           2001   2000   1999
                                          ------ ------ ------
                 In Thousands
                 <S>                      <C>    <C>    <C>
                 Current:
                    Federal.............. $   -- $   -- $   --
                                          ------ ------ ------
                 Total current provision.     --     --     --
                                          ------ ------ ------
                 Deferred:
                    Federal..............    891    865    206
                    State................  1,335  2,676  1,539
                                          ------ ------ ------
                 Total deferred provision  2,226  3,541  1,745
                                          ------ ------ ------
                 Income tax expense...... $2,226 $3,541 $1,745
                                          ====== ====== ======
</TABLE>

                                      41

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


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

<TABLE>
<CAPTION>
                                                                       Dec. 30, 2001 Dec. 31, 2000
                                                                       ------------- -------------
In Thousands
<S>                                                                    <C>           <C>
Intangible assets.....................................................   $  80,506     $ 105,746
Depreciation..........................................................      94,955        83,943
Investment in Piedmont................................................      25,202        27,428
Lease obligations.....................................................          --        19,775
Other.................................................................      18,543        13,315
                                                                         ---------     ---------
Gross deferred income tax liabilities.................................     219,206       250,207
                                                                         ---------     ---------
Net operating loss carryforwards......................................     (60,334)      (80,446)
Leased assets.........................................................          --       (15,820)
AMT credits...........................................................     (17,562)      (12,030)
Deferred compensation.................................................      (7,082)       (4,152)
Postretirement benefits...............................................     (12,101)      (11,858)
Interest rate swap terminations.......................................      (4,748)       (2,624)
                                                                         ---------     ---------
Gross deferred income tax assets......................................    (101,827)     (126,930)
                                                                         ---------     ---------
Valuation allowance for deferred tax assets...........................      34,526        35,048
                                                                         ---------     ---------
Net deferred income tax liabilities...................................     151,905       158,325
                                                                         ---------     ---------
Tax benefit of minimum pension liability adjustment...................      (6,732)
Tax benefit related to Piedmont's accumulated other comprehensive loss      (1,119)
Current deferred tax assets...........................................     (10,311)       (9,670)
                                                                         ---------     ---------
Deferred income tax liability.........................................   $ 133,743     $ 148,655
                                                                         =========     =========
</TABLE>

   Except for amounts for which a valuation allowance has been provided, the
Company believes the other deferred tax assets will be realized primarily
through the reversal of existing temporary differences. The valuation allowance
of $34.5 million and $35.0 million as of December 30, 2001 and December 31,
2000, respectively, relates primarily to state net operating loss carryforwards.

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

<TABLE>
<CAPTION>
                                                         Fiscal Year
                                                   -----------------------
                                                    2001     2000    1999
                                                   -------  ------  ------
     In Thousands
     <S>                                           <C>      <C>     <C>
     Statutory expense............................ $ 4,094  $3,442  $1,745
     Amortization of franchise and goodwill assets     486     418     373
     State income taxes, net of federal benefit...     307     548     257
     Valuation allowance change...................    (522)   (539)   (538)
     Favorable tax settlement.....................  (2,850)
     Other........................................     711    (328)    (92)
                                                   -------  ------  ------
     Income tax expense........................... $ 2,226  $3,541  $1,745
                                                   =======  ======  ======
</TABLE>

                                      42

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   On December 30, 2001, the Company had $58 million and $87 million of federal
and state net operating losses, respectively, available to reduce future income
taxes. The net operating loss carryforwards expire in varying amounts through
2021.

(13)  Capital Transactions

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

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

   Effective November 23, 1998, J. Frank Harrison, Jr. exchanged 792,796 shares
of the Company's Common Stock for 792,796 shares of Class B Common Stock in a
transaction previously approved by the Company's Board of Directors (the
"Harrison Exchange"). Mr. Harrison, Jr. already owned the shares of Common
Stock used to make this exchange. This exchange took place in connection with a
series of simultaneous transactions related to Mr. Harrison, Jr.'s personal
estate planning.

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

   On May 12, 1999, the stockholders of the Company approved a restricted stock
award for J. Frank Harrison, III, the Company's Chairman of the Board of
Directors and Chief Executive Officer, consisting of 200,000 shares of the
Company's Class B Common Stock. The award provides that the shares of
restricted stock vest at the rate of 20,000 shares per year over a ten-year
period. The vesting of each annual installment is contingent upon the Company
achieving at least 80% of the Overall Goal Achievement Factor for the six
selected performance indicators used in determining bonuses for all officers
under the Company's Annual Bonus Plan. In 2001, the Company achieved more than
80% of the Overall Goal Achievement Factor which resulted in the vesting of
20,000 shares, effective as of January 1, 2002. Compensation expense in 2001
related to the restricted stock award was $1.4 million. In 2000, the Company
achieved more than 80% of the Overall Goal Achievement Factor which resulted in
the vesting of 20,000 shares, effective as of January 1, 2001. Compensation
expense in 2000

                                      43

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

related to the restricted stock award was $1.4 million. In 1999, the Company
did not achieve at least 80% of the Overall Goal Achievement Factor and thus,
the 20,000 shares of restricted stock for 1999 did not vest.

   Shares of Class B Common Stock are convertible on a share-for-share basis
into shares of Common Stock. There is no trading market for the Company's Class
B Common Stock.

(14)  Benefit Plans

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

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

<TABLE>
<CAPTION>
                                                           Fiscal Year
                                                        -----------------
                                                          2001     2000
                                                        --------  -------
      In Thousands
      <S>                                               <C>       <C>
      Projected benefit obligation at beginning of year $ 86,353  $81,121
      Service cost.....................................    3,290    3,606
      Interest cost....................................    6,578    6,180
      Actuarial (gain) loss............................    8,894   (1,732)
      Benefits paid....................................   (2,999)  (2,855)
      Other............................................      211       33
                                                        --------  -------
      Projected benefit obligation at end of year...... $102,327  $86,353
                                                        --------  -------
      Fair value of plan assets at beginning of year... $ 87,723  $88,609
      Actual return on plan assets.....................   (4,461)  (1,100)
      Employer contributions...........................      309    3,069
      Benefits paid....................................   (2,999)  (2,855)
                                                        --------  -------
      Fair value of plan assets at end of year......... $ 80,572  $87,723
                                                        --------  -------
</TABLE>

<TABLE>
<CAPTION>
                                                Dec. 30, 2001 Dec. 31, 2000
                                                ------------- -------------
     In Thousands
     <S>                                        <C>           <C>
     Funded status of the plans................   $(21,755)      $1,370
     Unrecognized prior service cost...........         21         (324)
     Unrecognized net loss.....................     29,116        8,012
                                                  --------       ------
     Net amount recognized.....................   $  7,382       $9,058
                                                  --------       ------
     Accrued benefit liability.................   $(10,334)
     Prepaid pension cost......................                  $9,058
     Accumulated other comprehensive income....     17,716
                                                  --------       ------
     Net amount recognized in the balance sheet   $  7,382       $9,058
                                                  --------       ------
</TABLE>

                                      44

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


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

<TABLE>
<CAPTION>
                                                   Fiscal Year
                                            -------------------------
                                             2001     2000     1999
                                            -------  -------  -------
         In Thousands
         <S>                                <C>      <C>      <C>
         Service cost...................... $ 3,290  $ 3,606  $ 3,375
         Interest cost.....................   6,578    6,180    5,508
         Expected return on plan assets....  (7,763)  (7,963)  (6,659)
         Amortization of prior service cost    (135)    (133)    (135)
         Recognized net actuarial loss.....      15               965
                                            -------  -------  -------
         Net periodic pension cost......... $ 1,985  $ 1,690  $ 3,054
                                            =======  =======  =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                      2001  2000
                                                                                      ----- -----
<S>                                                                                   <C>   <C>
Weighted average discount rate used in determining the actuarial present value of the
  projected benefit obligation....................................................... 7.75% 7.75%
Weighted average expected long-term rate of return on plan assets.................... 9.00% 9.00%
Weighted average rate of compensation increase....................................... 4.00% 4.00%
</TABLE>

   The Company also participates in various multi-employer pension plans
covering certain employees who are part of collective bargaining agreements.
Total pension expense for multi-employer plans was $1.2 million, $1.1 million
and $1.2 million in 2001, 2000 and 1999, respectively.

   The Company provides a 401(k) Savings Plan for substantially all of its
employees who are not part of collective bargaining agreements. Under
provisions of the Savings Plan, an employee is vested with respect to Company
contributions upon the completion of two years of service with the Company. The
total cost for this benefit in 2001, 2000 and 1999 was $2.8 million, $3.1
million and $3.2 million, respectively.

   The Company currently provides employee leasing and management services to
Piedmont and SAC. Piedmont and SAC employees participate in the Company's
employee benefit plans.

   The Company provides postretirement benefits for substantially all of its
employees. The Company recognizes the cost of postretirement benefits, which
consist principally of medical benefits, during employees' periods of active
service. The Company does not pre-fund these benefits and has the right to
modify or terminate certain of these benefits in the future. The Company
amended certain provisions of this postretirement benefit plan in 2001. Under
the amended plan, qualifying active employees will be eligible for coverage
upon retirement until they become eligible for Medicare (normally age 65), at
which time coverage under the plan will cease.

                                      45

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


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

<TABLE>
<CAPTION>
                                                       Fiscal Year
                                                    ----------------
                                                     2001     2000
                                                    -------  -------
           In Thousands
           <S>                                      <C>      <C>
           Benefit obligation at beginning of year. $47,960  $36,501
           Service cost............................     331      852
           Interest cost...........................   3,253    2,816
           Plan participants' contributions........     675      607
           Actuarial loss..........................     252   10,251
           Benefits paid...........................  (3,423)  (3,067)
           Change in plan provisions...............  (2,988)
                                                    -------  -------
           Benefit obligation at end of year....... $46,060  $47,960
                                                    -------  -------
           Fair value of plan assets at beginning
             of year............................... $    --  $    --
           Employer contributions..................   2,748    2,460
           Plan participants' contributions........     675      607
           Benefits paid...........................  (3,423)  (3,067)
                                                    -------  -------
           Fair value of plan assets at end of year $    --  $    --
                                                    -------  -------
</TABLE>

<TABLE>
<CAPTION>
                                               Dec. 30,  Dec. 31,
                                                 2001      2000
                                               --------  --------
             In Thousands
             <S>                               <C>       <C>
             Funded status of the plan........ $(46,060) $(47,960)
             Unrecognized net loss............   20,559    21,414
             Unrecognized prior service cost..   (2,962)     (271)
             Contributions between measurement
               date and fiscal year-end.......      738       864
                                               --------  --------
             Accrued liability................ $(27,725) $(25,953)
                                               ========  ========
</TABLE>

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


<TABLE>
<CAPTION>
                                                           Fiscal Year
                                                     ----------------------
                                                      2001    2000    1999
                                                     ------  ------  ------
    In Thousands
    <S>                                              <C>     <C>     <C>
    Service cost.................................... $  331  $  852  $  954
    Interest cost...................................  3,253   2,816   2,608
    Amortization of unrecognized transitional assets    (25)    (25)    (25)
    Recognized net actuarial loss...................  1,106     493     745
    Amortization of prior service cost..............   (271)
                                                     ------  ------  ------
    Net periodic postretirement benefit cost........ $4,394  $4,136  $4,282
                                                     ======  ======  ======
</TABLE>

   The weighted average discount rate used to estimate the postretirement
benefit obligation was 7.75% as of December 30, 2001 and December 31, 2000,
respectively.

   The weighted average health care cost trend used in measuring the
postretirement benefit expense was 12% in 2001 graded down 1% per year to an
ultimate rate of 5%. A 1% increase or decrease in this annual cost trend

                                      46

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

would have impacted the postretirement benefit obligation and net periodic
postretirement benefit cost as follows:

<TABLE>
<CAPTION>
 In Thousands
 Impact on                                              1% Increase 1% Decrease
 ---------                                              ----------- -----------
 <S>                                                    <C>         <C>
 Postretirement benefit obligation at December 30, 2001   $9,719      $(8,104)
 Net periodic postretirement benefit cost in 2001......      790         (658)
</TABLE>

(15)  Related Party Transactions

   The Company's business consists primarily of the production, marketing and
distribution of soft drink products of The Coca-Cola Company, which is the sole
owner of the secret formulas under which the primary components (either
concentrates or syrups) of its soft drink products are manufactured.
Accordingly, the Company purchases a substantial majority of its requirements
of concentrates and syrups from The Coca-Cola Company in the ordinary course of
its business. The Company paid The Coca-Cola Company approximately $241
million, $237 million and $258 million in 2001, 2000 and 1999, respectively,
for sweetener, syrup, concentrate and other miscellaneous purchases. The
Company engages in a variety of marketing programs, local media advertising and
similar arrangements to promote the sale of products of The Coca-Cola Company
in bottling territories operated by the Company. Direct marketing funding and
other support provided to the Company by The Coca-Cola Company was
approximately $52 million, $52 million and $70 million in 2001, 2000 and 1999,
respectively. The Company paid approximately $27 million, $26 million and $29
million in 2001, 2000 and 1999, respectively, for local media and marketing
program expense pursuant to cooperative advertising and cooperative marketing
arrangements with The Coca-Cola Company.

   The Company has a production arrangement with Coca-Cola Enterprises Inc.
("CCE") to buy and sell finished products at cost. Sales to CCE under this
agreement were $21.0 million, $20.0 million and $21.0 million in 2001, 2000 and
1999, respectively. Purchases from CCE under this arrangement were $21.0
million, $15.0 million and $15.3 million in 2001, 2000 and 1999, respectively.
The Coca-Cola Company has significant equity interests in the Company and CCE.
As of December 30, 2001, CCE had a 7.95% equity interest in the Company's total
outstanding Common Stock and Class B Common Stock.

   The Company entered into an agreement for consulting services with J. Frank
Harrison, Jr. beginning in 1997. Payments in 2001, 2000 and 1999 related to the
consulting services agreement totaled $200,000 each year.

   On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont.
Prior to January 2, 2002, the Company and The Coca-Cola Company, through their
respective subsidiaries, each beneficially owned a 50% interest in Piedmont. On
January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont from The Coca-Cola Company, increasing the Company's ownership in
Piedmont to 54.651%. The Company provides a portion of the soft drink products
for Piedmont at cost and receives a fee for managing the operations of Piedmont
pursuant to a management agreement. The Company sold product at cost to
Piedmont during 2001, 2000 and 1999 totaling $53.0 million, $53.5 million and
$56.4 million, respectively. The Company received $17.8 million, $13.6 million
and $14.2 million for management services pursuant to its management agreement
with Piedmont for 2001, 2000 and 1999, respectively.

   The Company also subleases various fleet and vending equipment to Piedmont
at cost. These sublease rentals amounted to $11.2 million, $11.0 million and
$10.0 million in 2001, 2000 and 1999, respectively. In addition, Piedmont
subleases various fleet and vending equipment to the Company at cost. These
sublease rentals amounted to $.2 million, each year for all periods presented.

                                      47

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   On November 30, 1992, the Company and the previous owner of the Company's
Snyder Production Center in Charlotte, North Carolina, who was unaffiliated
with the Company, agreed to the early termination of the Company's lease.
Harrison Limited Partnership One ("HLP") purchased the property
contemporaneously with the termination of the lease, and the Company leased its
Snyder Production Center from HLP pursuant to a ten-year lease that was to
expire on November 30, 2002. HLP's sole general partner is a corporation of
which J. Frank Harrison, Jr. is the sole shareholder. HLP's sole limited
partner is a trust of which J. Frank Harrison, III, Chairman of the Board of
Directors and Chief Executive Officer of the Company, and Reid M. Henson,
Director of the Company, are co-trustees. On August 9, 2000, a Special
Committee of the Board of Directors approved the sale by the Company of
property and improvements adjacent to the Snyder Production Center to HLP and a
new lease of both the conveyed property and the Snyder Production Center from
HLP, which expires on December 31, 2010. The sale closed on December 15, 2000
at a price of $10.5 million. The annual base rent the Company is obligated to
pay for its lease of this property is subject to adjustment for an inflation
factor and for increases or decreases in interest rates, using LIBOR as the
measurement device. Rent expense for these properties totaled $3.3 million,
$2.9 million and $2.6 million in 2001, 2000 and 1999, respectively.

   In May 2000, the Company entered into a five-year consulting agreement with
Reid M. Henson. Mr. Henson served as a Vice Chairman of the Board of Directors
from 1983 to May 2000. Payments in 2001 and 2000 related to the consulting
agreement totaled $350,000 and $204,000, respectively.

   On June 1, 1993, the Company entered into a lease agreement with Beacon
Investment Corporation related to the Company's headquarters office building.
Beacon Investment Corporation's sole shareholder is J. Frank Harrison, III. On
January 5, 1999, the Company entered into a new ten-year lease agreement with
Beacon Investment Corporation which includes the Company's headquarters office
building and an adjacent office facility. The annual base rent the Company is
obligated to pay under this lease is subject to adjustment for increases in the
Consumer Price Index and for increases or decreases in interest rates using the
Adjusted Eurodollar Rate as the measurement device. Rent expense under this
lease totaled $3.3 million, $3.6 million and $3.1 million in 2001, 2000 and
1999, respectively.

   The Company is a shareholder in two cooperatives from which it purchases
substantially all its requirements for plastic bottles. Net purchases from
these entities were approximately $50 million, $49 million and $45 million in
2001, 2000 and 1999, respectively. In connection with its participation in one
of these cooperatives, the Company has guaranteed a portion of the
cooperative's debt. Such guarantee amounted to $20.4 million as of December 30,
2001.

   The Company is a member of SAC, a manufacturing cooperative. SAC sells
finished products to the Company and Piedmont at cost. Purchases from SAC by
the Company and Piedmont for finished products were $110 million, $110 million
and $109 million in 2001, 2000 and 1999, respectively. The Company also manages
the operations of SAC pursuant to a management agreement. Management fees from
SAC were $1.2 million, $1.0 million and $1.3 million in 2001, 2000 and 1999,
respectively. Also, the Company has guaranteed a portion of debt for SAC. Such
guarantee was $16.8 million as of December 30, 2001.

   The Company purchases certain computerized data management products and
services related to inventory control and marketing program support from Data
Ventures LLC ("Data Ventures"), a Delaware limited liability company in which
the Company holds a 31.25% equity interest. J. Frank Harrison, III, Chairman of
the Board of Directors and Chief Executive Officer of the Company, holds a
32.5% equity interest in Data Ventures. On September 30, 1997, Data Ventures
obtained a $1.9 million unsecured line of credit from the Company. In December
1999, this line of credit was increased to $3.0 million. In July 2001, this
line of credit was increased to $4.5 million. Data Ventures was indebted to the
Company for $3.9 million and $2.8 million as of December 30,

                                      48

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

2001 and December 31, 2000, respectively. The Company recorded a loan loss
provision of $1.6 million, $.2 million and $.6 million in 2001, 2000 and 1999,
respectively, related to its outstanding loan to Data Ventures. The Company
purchased products and services from Data Ventures for $435,000, $414,000 and
$154,000 in 2001, 2000 and 1999, respectively.

(16)  Restructuring

   In November 1999, the Company announced a plan to restructure its operations
by consolidating sales divisions and reducing its workforce. Approximately 300
positions were eliminated as a result of the restructuring. The Company
recorded a pre-tax restructuring charge of $2.2 million in the fourth quarter
of 1999, which was funded by cash flow from operations. The restructuring has
been completed and substantially all amounts have been paid.

(17)  Earnings Per Share

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


<TABLE>
<CAPTION>
                                                                Fiscal Year
                                                            --------------------
                                                             2001   2000   1999
                                                            ------ ------ ------
In Thousands (Except Per Share Data)
<S>                                                         <C>    <C>    <C>
Numerator:
Numerator for basic net income and diluted net income...... $9,470 $6,294 $3,241

Denominator:
Denominator for basic net income per
  share--weighted average common shares....................  8,753  8,733  8,588
Effect of dilutive securities--Stock options...............     68     89    120
                                                            ------ ------ ------
Denominator for diluted net income per
  share--adjusted weighted average common shares...........  8,821  8,822  8,708
                                                            ------ ------ ------
Basic net income per share................................. $ 1.08 $  .72 $  .38
                                                            ====== ====== ======
Diluted net income per share............................... $ 1.07 $  .71 $  .37
                                                            ====== ====== ======
</TABLE>

(18)  Risks And Uncertainties

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

   The Company currently obtains all of its aluminum cans from one domestic
supplier. The Company currently obtains all of its PET bottles from two
domestic cooperatives. The inability of either of these aluminum can or PET
bottle suppliers to meet the Company's requirement for containers could result
in short-term shortages until alternative sources of supply could be located.
The Company attempts to mitigate these risks by working closely with key
suppliers and by purchasing business interruption insurance where appropriate.

                                      49

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


   The Company's products are sold and distributed directly by its employees to
retail stores and other outlets. During 2001, approximately 78% of the
Company's physical case volume was sold in the take-home channel through
supermarkets, convenience stores, drug stores and mass merchandisers. However,
no individual customer accounted for as much as 10% of the Company's total
sales volume.

   The Company makes significant expenditures each year on fuel for product
delivery. Material increases in the cost of fuel may result in a reduction in
earnings to the extent the Company is not able to increase its selling prices
to offset the increase in fuel costs.

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

   Less than 10% of the Company's labor force is currently covered by
collective bargaining agreements. Two collective bargaining contracts covering
approximately 6% of the Company's employees expire during 2002.

   In March 2000, at the end of a collective bargaining agreement in
Huntington, West Virginia, the Company and Teamsters Local Union 505 were
unable to reach agreement on wages and benefits. The union elected to strike
and other Teamster-represented sales centers in West Virginia joined in a
sympathy strike. In August 2000, the Company and the respective local unions
settled all outstanding issues.

   Material changes in the performance requirements or decreases in levels of
marketing funding historically provided under marketing programs with The
Coca-Cola Company and other franchisers, or the Company's inability to meet the
performance requirements for the anticipated levels of such marketing funding
support payments, would adversely affect future earnings. The Coca-Cola Company
is under no obligation to continue marketing funding at past levels.

   Changes in the market value of assets in the Company's pension plan as well
as material changes in interest rates, may result in significant changes in net
periodic pension cost and Company contributions to the plan.

   Changes in the insurance markets may significantly impact insurance
premiums, or in certain situations, may impact the Company's ability to secure
insurance coverages.

                                      50

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements


(19)  Supplemental Disclosures of Cash Flow Information

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


<TABLE>
<CAPTION>
                                                                       Fiscal Year
                                                               --------------------------
                                                                2001      2000     1999
                                                               -------  --------  -------
In Thousands
<S>                                                            <C>      <C>       <C>
Accounts receivable, trade, net............................... $(1,313) $ (2,294) $(1,017)
Accounts receivable from The Coca-Cola Company................   1,445       638    4,073
Accounts receivable, other....................................   2,994     5,691   (5,419)
Inventories...................................................     586       712   (2,487)
Prepaid expenses and other assets.............................     647      (757)   2,542
Accounts payable, trade.......................................   6,893      (249)      22
Accounts payable to The Coca-Cola Company.....................   4,123     1,456   (2,848)
Other accrued liabilities.....................................   3,848   (22,145)  14,046
Accrued compensation..........................................   3,906     7,041   (3,079)
Accrued interest payable......................................   1,395    (6,347)   1,505
Due to Piedmont...............................................   8,246    13,700    2,301
                                                               -------  --------  -------
(Increase) decrease in current assets less current liabilities $32,770  $ (2,554) $ 9,639
                                                               =======  ========  =======
</TABLE>

   Cash payments for interest and income taxes were as follows:

<TABLE>
<CAPTION>
                                                              Fiscal Year
                                                        -----------------------
                                                         2001    2000    1999
                                                        ------- ------- -------
 In Thousands
 <S>                                                    <C>     <C>     <C>
 Interest.............................................. $42,084 $58,736 $48,221
 Income taxes (net of refunds).........................   2,673   2,830   1,939
</TABLE>

(20)  New Accounting Pronouncements

   In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141, "Business Combinations,"
("SFAS No. 141") and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets," ("SFAS No. 142"). These standards
require that all business combinations be accounted for using the purchase
method and that goodwill and intangible assets with indefinite useful lives not
be amortized but instead be tested for impairment at least annually. These
standards provide guidelines for new disclosure requirements and outline the
criteria for initial recognition and measurement of intangibles, assignment of
assets and liabilities including goodwill to reporting units and goodwill
impairment testing. The provisions of SFAS Nos. 141 and 142 apply to all
business combinations consummated after June 30, 2001. The provisions of SFAS
No. 142 for existing goodwill and other intangible assets are required to be
implemented effective the first day of fiscal year 2002. The Company
anticipates the adoption of SFAS No. 142 will reduce amortization expense in
2002 by approximately $12.6 million for the Company and by approximately $8.4
million for Piedmont.

   In October 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
("SFAS No. 144"). SFAS No. 144 supersedes Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of," but it retains many of the fundamental
provisions of that Statement. SFAS No. 144 also extends the reporting
requirements to report separately as discontinued operations, components of an

                                      51

<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                  Notes to Consolidated Financial Statements

entity that have either been disposed of or classified as held for sale. The
provisions of SFAS No. 144 are required to be adopted at the beginning of
fiscal year 2002. The Company believes that such adoption will not have a
material effect on its financial statements.

   EITF No. 01-09 "Accounting for Consideration Given by a Vendor to a Customer
or Reseller of Vendor's Products" is effective for the Company at the beginning
of fiscal year 2002 and will require certain expenses currently classified as
selling, general and administrative expenses to be reclassified as deductions
from net sales. This change will occur beginning in the first quarter of 2002
and all comparable periods will be reclassified. The Company estimates that
approximately $28.6 million of net expense associated with payments to
customers in 2001 which were previously classified as selling, general and
administrative expenses will be reclassified as a reduction in net sales in
accordance with the EITF consensus.

(21)  Quarterly Financial Data (Unaudited)

   Set forth below are unaudited quarterly financial data for the fiscal years
ended December 30, 2001 and December 31, 2000.

<TABLE>
<CAPTION>
                                                       Quarter
                                        ------------------------------------
                                           1         2        3        4
                                        --------  -------- -------- --------
   In Thousands (Except Per Share Data)
   <S>                                  <C>       <C>      <C>      <C>
   Year Ended December 30, 2001
   Net sales........................... $230,057  $271,678 $266,604 $254,347
   Gross margin........................  106,467   124,708  121,108  114,833
   Net income (loss)...................   (1,782)    5,009    7,915   (1,672)
   Basic net income (loss) per share...     (.20)      .57      .90     (.19)
   Diluted net income (loss) per share.     (.20)      .57      .90     (.19)
</TABLE>

<TABLE>
<CAPTION>
                                                       Quarter
                                        ------------------------------------
                                           1         2        3        4
                                        --------  -------- -------- --------
   In Thousands (Except Per Share Data)
   <S>                                  <C>       <C>      <C>      <C>
   Year Ended December 31, 2000
   Net sales........................... $228,184  $270,933 $258,565 $237,452
   Gross margin........................  105,941   127,931  121,006  110,015
   Net income (loss)...................   (1,957)    6,317    6,398   (4,464)
   Basic net income (loss) per share...     (.22)      .72      .73     (.51)
   Diluted net income (loss) per share.     (.22)      .71      .73     (.51)
</TABLE>

                                      52

<PAGE>

                       Report of Independent Accountants

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

   In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Coca-Cola Bottling Co. Consolidated and its subsidiaries at
December 30, 2001 and December 31, 2000, and the results of their operations
and their cash flows for each of the three years in the period ended December
30, 2001 in conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the financial statement
schedule listed in the accompanying index presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

PRICEWATERHOUSECOOPERS LLP
Charlotte, North Carolina
February 15, 2002

                                      53

<PAGE>

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

   The supplementary data required by Item 302 of Regulation S-K is set forth
in Note 21 to the financial statements.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosure

   Not applicable.

                                      54

<PAGE>

                                   Part III

Item 10.  Directors and Executive Officers of the Company

   For information with respect to the executive officers of the Company, see
"Executive Officers of the Registrant" included as a separate item at the end
of Part I of this Report. For information with respect to the directors of the
Company, see the "Election of Directors" section of the Proxy Statement for the
2002 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission before April 29, 2002, which is incorporated herein by
reference. For information with respect to Section 16 reports, see the
"Election of Directors--Section 16(a) Beneficial Ownership Reporting
Compliance" section of the Proxy Statement for the 2002 Annual Meeting of
Stockholders, which is incorporated herein by reference.

Item 11.  Executive Compensation

   For information with respect to executive and director compensation, see the
"Executive Compensation," "Compensation Committee Interlocks and Insider
Participation," and "Election of Directors--The Board of Directors and its
Committees" sections of the Proxy Statement for the 2002 Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission, which are
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

   For information with respect to security ownership of certain beneficial
owners and management, see the "Principal Stockholders" and "Election of
Directors--Beneficial Ownership of Management" sections of the Proxy Statement
for the 2002 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which are incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

   For information with respect to certain relationships and related
transactions, see the "Certain Transactions" section of the Proxy Statement for
the 2002 Annual Meeting of Stockholders to be filed with the Securities and
Exchange Commission, which is incorporated herein by reference.

                                      55

<PAGE>

                                    Part IV

Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K

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

    1. Financial Statements

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

    2. Financial Statement Schedule

       Schedule II--Valuation and Qualifying Accounts and Reserves

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

    3. Listing of Exhibits:

Exhibit Index

<TABLE>
<CAPTION>
                                                               Incorporated by Reference or
Number Description                                                    Filed Herewith
------ -----------                                           --------------------------------
<C>    <S>                                                   <C>

(3.1)  Bylaws of the Company, as amended.                    Exhibit 3.1 to the Company's
                                                             Annual Report on Form 10-K for
                                                             the fiscal year ended December
                                                             31, 2000.

(3.2)  Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company's
                                                             Registration Statement (No. 33-
                                                             54657) on Form S-3 as filed on
                                                             July 20, 1994.

(4.1)  Specimen of Common Stock Certificate.                 Exhibit 4.1 to the Company's
                                                             Registration Statement (No. 2-
                                                             97822) on Form S-1 as filed on
                                                             May 31, 1985.

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

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

                                      56

<PAGE>

<TABLE>
<CAPTION>
                                                                         Incorporated by Reference or
Number Description                                                              Filed Herewith
------ -----------                                                     --------------------------------
<C>    <S>                                                             <C>

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

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

(4.6)  Waiver dated as of December 31, 2001, to the Amended and        Filed herewith.
       Restated Credit Agreement, designated as Exhibit 4.5.

(4.7)  Amendment, dated as of July 22, 1997, to Loan Agreement         Exhibit 4.1 to the Company's
       (designated as Exhibit 4.4), between the Company and LTCB       Quarterly Report on Form 10-Q
       Trust Company, as Agent, and other banks named therein.         for the quarter ended June 29,
                                                                       1997.

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

(4.9)  Form of the Company's 6.375% Debentures due 2009.               Exhibit 4.1 to the Company's
                                                                       Quarterly Report on Form 10-Q
                                                                       for the quarter ended April 4,
                                                                       1999.

(4.10) Assignment and Release Agreement, dated as of October 6, 1999   Exhibit 4.11 to the Company's
       (relating to the Loan Agreement designated as Exhibit 4.4), by  Annual Report on Form 10-K for
       and between The Long-Term Credit Bank of Japan, Limited and     the fiscal year ended January 2,
       General Electric Capital Corporation.                           2000.

(4.11) Second Amendment dated as of February 24, 2000 (to Loan         Exhibit 4.12 to the Company's
       Agreement designated as Exhibit 4.4) by and among the           Annual Report on Form 10-K for
       Company and General Electric Capital Corporation, as agent.     the fiscal year ended January 2,
                                                                       2000.

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

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

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

                                      57

<PAGE>

<TABLE>
<CAPTION>
                                                                            Incorporated by Reference or
Number  Description                                                                Filed Herewith
------  -----------                                                      -----------------------------------
<C>     <S>                                                              <C>

(10.3)  Lease, dated as of January 1, 1999, by and between the Company   Exhibit 10.5 to the Company's
        and the Ragland Corporation, related to the production/          Annual Report on Form 10-K for
        distribution facility in Nashville, Tennessee.                   the fiscal year ended December
                                                                         31, 2000.

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

(10.5)  Purchase and Sale Agreement, dated as of December 15, 2000,      Exhibit 10.9 to the Company's
        between the Company and Harrison Limited Partnership One,        Annual Report on Form 10-K for
        related to land adjacent to the Snyder Production Center in      the fiscal year ended December
        Charlotte, North Carolina.                                       31, 2000.

(10.6)  Lease Agreement, dated as of December 15, 2000, between the      Exhibit 10.10 to the Company's
        Company and Harrison Limited Partnership One, related to the     Annual Report on Form 10-K for
        Snyder Production Center in Charlotte, North Carolina and a      the fiscal year ended December
        distribution center adjacent thereto.                            31, 2000.

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

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

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

(10.10) First Amendment to Management Agreement designated As            Exhibit 10.14 to the Company's
        Exhibit 10.13, dated as of January 1, 2001.                      Annual Report on Form 10-K for
                                                                         the fiscal year ended December
                                                                         31, 2000.

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

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

                                      58

<PAGE>

<TABLE>
<CAPTION>
                                                                        Incorporated by Reference or
Number  Description                                                            Filed Herewith
------  -----------                                                   --------------------------------
<C>     <S>                                                           <C>

(10.13) Management Agreement, dated as of June 1, 1994, by and among  Exhibit 10.6 to the Company's
        Coca-Cola Bottling Co. Consolidated and South Atlantic        Quarterly Report on Form 10-Q
        Canners, Inc.                                                 for the quarter ended July 3,
                                                                      1994.

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

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

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

(10.17) Guaranty Agreement, dated as of May 18, 2000, between the     Filed herewith.
        Company and Wachovia Bank of North Carolina, N.A.

(10.18) Guaranty Agreement, dated as of December 1, 2001, between     Filed herewith.
        the Company and Wachovia, N.A.

(10.19) Description of the Company's 2002 Bonus Plan for officers. ** Filed herewith.

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

(10.21) Retirement and Consulting Agreement, effective as of May 31,  Exhibit 10.25 to the Company's
        2000, between the Company and Reid M. Henson. **              Annual Report on Form 10-K for
                                                                      the fiscal year ended December
                                                                      31, 2000.

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

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

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

                                      59

<PAGE>

<TABLE>
<CAPTION>
                                                                         Incorporated by Reference or
Number  Description                                                             Filed Herewith
------  -----------                                                    --------------------------------
<C>     <S>                                                            <C>

(10.25) Lease Agreement, dated as of January 5, 1999, between the      Exhibit 10.61 to the Company's
        Company and Beacon Investment Corporation, related to the      Annual Report on Form 10-K for
        Company's corporate headquarters and an adjacent office        the fiscal year ended January 3,
        building in Charlotte, North Carolina.                         1999.

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

(10.27) Agreement and Plan of Merger dated as of September 29, 1999,   Exhibit 10.1 to the Company's
        by and among Lynchburg Coca-Cola Bottling Co., Inc.,           Quarterly Report on Form 10-Q
        Coca-Cola Bottling Co. Consolidated, LCCB Merger Co.,          for the quarter ended October 3,
        Certain Shareholders of Lynchburg Coca-Cola Bottling Co., Inc. 1999.
        and George M. Lupton, Jr. as the shareholders' representative.

(10.28) Agreement and Plan of Merger, dated as of March 26, 1999, by   Annex A to the Company's
        and among the Company and Carolina Coca-Cola Bottling          Registration Statement
        Company, Inc.                                                  (No. 333-75751) on Form S-4.

(10.29) Restricted Stock Award to J. Frank Harrison, III (effective    Annex A to the Company's
        January 4, 1999). **                                           Proxy Statement for the 1999
                                                                       Annual Meeting.

(10.30) Can Supply Agreement, dated as of February 22, 2000, between   Exhibit 10.1 to the Company's
        American National Can Company and the Company.                 Quarterly Report on Form 10-Q
                                                                       for the quarter ended April 2,
                                                                       2000.

(10.31) Asset Acquisition Agreement, dated as of September 29, 2000,   Exhibit 10.1 to the Company's
        by and among The Coca-Cola Bottling Company of West            Quarterly Report on Form 10-Q
        Virginia, Inc. Coca-Cola Bottling Company of Roanoke, Inc.     for the quarter ended October 1,
        and Coca-Cola Enterprises Inc.                                 2000.

(10.32) Franchise Acquisition Agreement, dated as of September 29,     Exhibit 10.2 to the Company's
        2000, by and among WVBC, Inc., ROBC, Inc. and Coca-Cola        Quarterly Report on Form 10-Q
        Enterprises Inc.                                               for the quarter ended October 1,
                                                                       2000.

(10.33) Guaranty Agreement, dated as of September 29, 2000, between    Exhibit 10.3 to the Company's
        the Company and Coca-Cola Enterprises Inc.                     Quarterly Report on Form 10-Q
                                                                       for the quarter ended October 1,
                                                                       2000.

(10.34) Supplemental Savings Incentive Plan, as amended and restated   Exhibit 10.1 to the Company's
        as of January 1, 2001, between Eligible Employees of the       Quarterly Report on Form 10-Q
        Company and the Company. **                                    for the quarter ended April 1,
                                                                       2001.

(10.35) Employment Agreement Termination dated as of April 27, 2001,   Exhibit 10.1 to the Company's
        between the Company and James L. Moore, Jr. **                 Quarterly Report on Form 10-Q
                                                                       for the quarter ended July 1,
                                                                       2001.
</TABLE>

                                      60

<PAGE>

<TABLE>
<CAPTION>
                                                                     Incorporated by Reference or
Number  Description                                                         Filed Herewith
------  -----------                                                  -----------------------------
<C>     <S>                                                          <C>

(10.36) Officer Retention Plan (ORP), as amended and restated as of  Exhibit 10.2 to the Company's
        January 1, 2001, between Eligible Employees of the Company   Quarterly Report on Form 10-Q
        and the Company. **                                          for the quarter ended July 1,
                                                                     2001.

(10.37) Master Amendment to Partnership Agreement, Management        Exhibit 10.1 to the Company's
        Agreement and Definition and Adjustment Agreement dated as   Current Report on Form 8-K
        of January 2, 2002 by and among Piedmont Coca-Cola Bottling  dated January 2, 2002.
        Partnership, The Coca-Cola Company and the Company.

(10.38) Securities Purchase Agreement, dated as of January 2, 2002,  Filed herewith.
        by and between Piedmont Partnership Holding Company, a
        Delaware corporation (KO Subsidiary), and, Coca-Cola
        Ventures, Inc., a Delaware corporation (Consolidated
        Subsidiary).

(10.39) Assignment, dated as of January 2, 2002, by and between      Filed herewith.
        Piedmont Partnership Holding Company, a Delaware corporation
        (KO Subsidiary), and Coca-Cola Ventures, Inc. a Delaware
        corporation (Consolidated Subsidiary).

(10.40) Loan Agreement, dated as of May 28, 1996, between Piedmont   Filed herewith.
        Coca-Cola Bottling Partnership and LTCB Trust Company, as
        Agent, and other banks named therein.

(10.41) First Amendment, dated February 24, 2000, to Loan Agreement  Filed herewith.
        designated as Exhibit 10.40.

(10.42) Assignment and release agreement, dated as of October 6,     Filed herewith.
        1999, by and between LTCB Trust Company, as Agent, and
        General Electric Capital Corporation to loan agreement
        designated as Exhibit 10.40.

(21.1)  List of subsidiaries.                                        Filed herewith.

(23.1)  Consent of Independent Accountants to Incorporation by       Filed herewith.
        Reference into Form S-3 (Registration No. 33-4325), Form S-3
        (Registration No. 33-54657) and Form S-3 (Registration No.
        333-71003).
</TABLE>
--------
*  Carolina Coca-Cola Bottling Partnership's name was changed to Piedmont
   Coca-Cola Bottling Partnership.
** Management contracts and compensatory plans and arrangements required to be
   filed as exhibits to this form pursuant to Item 14(c) of this report.

B. Reports on Form 8-K

   The Company filed a Current Report on Form 8-K on January 14, 2002 reporting
   pursuant to Item 5 thereof that it had purchased an additional 4.651%
   ownership interest in Piedmont Coca-Cola Bottling Partnership from The
   Coca-Cola Company. No financial statements were required to be filed as part
   of such Form 8-K.

C. Exhibits

   See Item 14.A.3


                                      61

<PAGE>

D. Financial Statement Schedules

   See Item 14.A.2

                                      62

<PAGE>

                                                                    Schedule II

                      COCA-COLA BOTTLING CO. CONSOLIDATED

                VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                (In Thousands)
<TABLE>
<CAPTION>
                                                   Additions
                                                    Charged
                                        Balance at to Costs             Balance
                                        Beginning     and               at End
Description                              of Year   Expenses  Deductions of Year
-----------                             ---------- --------- ---------- -------
<S>                                     <C>        <C>       <C>        <C>
Allowance for doubtful accounts:

Fiscal year ended December 30, 2001....    $918     $1,463      $518    $1,863
                                           ====     ======      ====    ======
Fiscal year ended December 31, 2000....    $850     $  580      $512    $  918
                                           ====     ======      ====    ======
Fiscal year ended January 2, 2000......    $600     $  824      $574    $  850
                                           ====     ======      ====    ======
</TABLE>

                                      63

<PAGE>

                                  SIGNATURES

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

                                               Coca-Cola Bottling Co.
                                               Consolidated
                                                           (Registrant)

                                               By:   /s/  J. Frank Harrison, III
                                                   -----------------------------
                                                      J. Frank Harrison, III
                                                     Chairman of the Board of
                                                             Directors
                                                    and Chief Executive Officer

Date: March 26, 2002

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

<TABLE>
<CAPTION>
              Signature                       Title                  Date
 -            ---------                       -----                  ----
<C> <S>                           <C>                           <C>

By:  /s/  J. Frank Harrison, III  Chairman of the Board of      March 26, 2002
    -----------------------------   Directors, Chief Executive
       J. Frank Harrison, III       Officer and Director

By:  /s/  J. Frank Harrison, Jr.  Chairman Emeritus of the      March 26, 2002
    -----------------------------   Board of Directors and
       J. Frank Harrison, Jr.       Director

By:     /s/  H.W. McKay Belk      Director                      March 26, 2002
    -----------------------------
          H. W. McKay Belk

By:       /s/  John M. Belk       Director                      March 26, 2002
    -----------------------------
            John M. Belk

By:     /s/  Sharon A. Decker     Director                      March 26, 2002
    -----------------------------
          Sharon A. Decker

By:    /s/  William B. Elmore     President, Chief Operating    March 26, 2002
    -----------------------------   Officer and Director
          William B. Elmore
</TABLE>

                                      64

<PAGE>


By:      /s/  Reid M. Henson      Director                       March 26, 2002
    -----------------------------
           Reid M. Henson

By:     /s/  Ned R. McWherter     Director                       March 26, 2002
    -----------------------------
          Ned R. McWherter

By:   /s/  James L. Moore, Jr.    Vice Chairman of the Board of  March 26, 2002
    -----------------------------   Directors and Director
         James L. Moore, Jr.

By:   /s/  John W. Murrey, III    Director                       March 26, 2002
    -----------------------------
         John W. Murrey, III

By:        /s/  Carl Ware         Director                       March 26, 2002
    -----------------------------
              Carl Ware

By:     /s/  Dennis A. Wicker     Director                       March 26, 2002
    -----------------------------
          Dennis A. Wicker

By:     /s/  David V. Singer      Executive Vice President and   March 26, 2002
    -----------------------------   Chief Financial Officer
           David V. Singer

By:    /s/  Steven D. Westphal    Vice President, Controller     March 26, 2002
    -----------------------------   and Chief Accounting Officer
         Steven D. Westphal

                                      65