##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended January 3,
    2010.oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission File Number:
    000-51535
 CARIBOU COFFEE COMPANY,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Minnesota

41-1731219(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)3900 Lakebreeze Avenue North
    Brooklyn Center, Minnesota(Address of principal
    executive offices)

55429(Zip Code)   Registrants telephone number, including area code:
 (763) 592-2200
 Securities Registered Pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, $0.01 Par value per share

Nasdaq Global Market   Securities Registered Pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Form 10-K Form 10-K. þ
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





TABLE OF
    CONTENTS
   
 PgPART I.Item 1


Business


3Item 1A


Risk Factors


5Item 1B


Unresolved Staff Comments


8Item 2


Properties


8Item 3


Legal Proceedings


9Item 4


Reserved


9Item 4A


Executive Officers of the Registrant


10PART II.Item 5


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


11Item 6


Selected Financial Data


12Item 7


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


16Item 8


Financial Statements and Supplementary Data


24Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


49Item 9A(T)


Controls and Procedures


49Item 9B


Other Information


49PART III.Item 10


Directors, Executive Officers and Corporate
    Governance


49Item 11


Executive Compensation


50Item 12


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


50Item 13


Certain Relationships and Related Transactions,
    and Director Independence


50Item 14


Principal Accountant Fees and Services


50PART IV.Item 15


Exhibits and Financial Statement Schedules


50Signatures


54EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  Item 1.
    Business  e-commerce
  Segment
    Financial Information
  Form 10-K.
  Retail Coffeehouses.
    Commercial.
  Franchise. multi-unit
 3




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Purchasing
      Competition
              Service
    Marks and Trademarks
   4




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Employees
    Government
    Regulation
    Seasonality
    Available
    Information
  Form 10-K Home Investors
  Item 1A.
    Risk
    Factors   5




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Risks
    Related to Our Business
  The
    United States economic crisis could adversely affect our
    business and financial results.
    The
    availability and price of high quality Arabica coffee beans
    could impact our profitability and growth of our
    business.
    A
    significant interruption in the operation of our roasting,
    warehousing and distribution facility could potentially disrupt
    our operations.
    We may
    not be able to renew leases or control rent increases at our
    retail locations or obtain leases for new
    coffeehouses.
    We are
    susceptible to adverse trends and economic conditions in
    Minnesota and the Upper Midwest.
   6




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##### Table of Contents



Complaints
    or claims by current, former or prospective employees could
    adversely affect us.
    Risks
    Related to Our Structure
  Arcapita
    has substantial control over us, and could limit other
    shareholders ability to influence the outcome of matters
    requiring shareholder approval and may support corporate actions
    that conflict with other shareholders
    interests.
  Form 10-K.
    Our compliance with Shariah principles may make it
    difficult for us to obtain financing and may limit the products
    we sell.
    Provisions
    in our articles of incorporation and bylaws and of Minnesota law
    have anti-takeover effects that could prevent a change in
    control that could be beneficial to our shareholders, which
    could depress the market price of shares of our common
    stock.
   7




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##### Table of Contents




    authorize our board of directors to issue preferred stock and to
    determine the rights and preferences of those shares, which
    would be senior to our common stock, without prior shareholder
    approval;
    establish advance notice requirements for nominating directors
    and proposing matters to be voted on by shareholders at
    shareholder meetings;
    provide that directors may be removed by shareholders only for
    cause;
    limit the right of our shareholders to call a special meeting of
    shareholders; and
    impose procedural and other requirements that could make it
    difficult for shareholders to effect some corporate actions.  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Locations
    and Facilities
  Coffeehouse
    Locations
    Company





TotalState

Owned


Franchised


CoffeehousesMinnesota


211



3



214Illinois


54



5



59Ohio


36







36Michigan


19



5



24North Carolina


19



1



20Wisconsin


12



3



15Georgia


13



1



14Virginia


11



3



14Colorado


8



4



12Maryland


8







8Iowa


5



3



8Washington, D.C.


6







6North Dakota


3



3



6Nebraska






6



6Kansas


1



4



5Pennsylvania


4







4South Dakota


2



2



4Missouri


1



2



3Alabama






2



2Indiana






2



2Nevada






1



1International(1)






71



71413



121



534     (1)
    
    represents 66 franchised locations in six Middle Eastern
    countries and 5 in South Korea 8




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We lease all of our retail facilities.
  Headquarters
    and Roasting Facility
      Item 3.
    Legal
    Proceedings        Item 4.
    Reserved   9




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Item 4A.
    Executive
    Officers of the Registrant    Name

Age

PositionMichael Tattersfield


44


President and Chief Executive OfficerTimothy J. Hennessy


48


Chief Financial OfficerHenry J. Suerth


64


Senior Vice President of Commercial BusinessDaniel J. Hurdle


44


Senior Vice President of Retail Operations and Product ManagementAlfredo V. Martel


44


Senior Vice President of MarketingDan E. Lee


53


Senior Vice President General Counsel and SecretaryKaren E. McBride-Raffel


44


Vice President of Human Resources   Michael Tattersfield
  Timothy J. Hennessy
  Henry J. Suerth
  Daniel J. Hurdle
 10




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##### Table of Contents



Alfredo V. Martel
  Dan E. Lee
  Karen E. McBride-Raffel
 PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Shareholder
    Matters and Issuer Purchases of Equity Securities  Market
    for the Registrants Stock
    Market Price (Low/High)2009

2008For the Fiscal YearFirst Quarter

$
1.36  2.28


$
2.40  4.05Second Quarter

$
1.97  7.08


$
1.75  3.15Third Quarter

$
4.78  8.69


$
1.28  3.48Fourth Quarter

$
6.59  9.15


$
1.10  2.54     Dividend
    Policy
    Sales of
    Unregistered Securities
   11




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##### Table of Contents



Item 6.
    Selected
    Financial Data      Fiscal Year Ended(5)January 3,


December 28,


December 30,


December 31,


January 1,2010


2008


2007


2006


2006(In thousands, except per share and operating data)Statements of Operations Data:Net sales:Coffeehouses

$
227,224


$
229,092


$
240,267


$
225,649


$
191,310Commercial and franchise


35,315



24,807



16,567



10,580



6,682Total net sales


262,539



253,899



256,834



236,229



197,992Cost of sales and related occupancy costs


115,886



109,632



108,358



98,656



80,242Operating expenses


99,498



100,309



107,062



97,320



80,026Opening expenses


24



230



502



1,738



2,096Depreciation and amortization


14,102



24,928



32,150



21,548



16,376General and administrative expenses


27,145



29,145



32,324



25,943



22,742Closing expense and disposal of assets


343



5,113



6,839



510



572Operating income (loss)


5,541



(15,458
)


(30,401
)


(9,486
)


(4,062
)Other income (expense):Other income














1,059



1,336Interest income


26



25



181



554



266Interest expense


(261
)


(810
)


(576
)


(695
)


(1,602
)Income (loss) before provision (benefit) for income taxes and
    cumulative effect of accounting change


5,306



(16,243
)


(30,796
)


(8,568
)


(4,062
)Provision (benefit) for income taxes


(246
)


36



(297
)


313



79Income (loss) before cumulative effect of accounting change


5,552



(16,279
)


(30,499
)


(8,881
)


(4,141
)Noncontrolling interest


414



63



164



178



319Income (loss) attributable to Caribou Coffee Company, Inc.
    before cumulative effect of accounting change


5,138



(16,342
)


(30,663
)


(9,059
)


(4,460
)Cumulative effect of accounting change (net of income tax)(1)


















(445
)Net income (loss) attributable to Caribou Coffee Company,
    Inc.

$
5,138


$
(16,342
)

$
(30,663
)

$
(9,059
)

$
(4,905
) 12




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##### Table of Contents



Fiscal Year Ended(5)January 3,


December 28,


December 30,


December 31,


January 1,2010


2008


2007


2006


2006(In thousands, except per share and operating data)Net income (loss) attributable to Caribou Coffee Company, Inc.
    common shareholders per share:Net income (loss) attributable to Caribou Coffee Company, Inc.
    before cumulative effect of accounting change

$
0.26


$
(0.84
)

$
(1.59
)

$
(0.47
)

$
(0.29
)Cumulative effect of accounting change

$



$



$



$



$
(0.03
)Basic net income (loss) attributable to Caribou Coffee Company,
    Inc. common shareholders per share

$
0.26


$
(0.84
)

$
(1.59
)

$
(0.47
)

$
(0.32
)Diluted net income (loss) attributable to Caribou Coffee
    Company, Inc. common shareholders per share

$
0.26


$
(0.84
)

$
(1.59
)

$
(0.47
)

$
(0.32
)Basic shares used in calculation of net income (loss)
    attributable to Caribou Coffee Company, Inc. per share


19,443



19,371



19,333



19,282



15,255Diluted shares used in calculation of net income (loss)
    attributable to Caribou Coffee Company, Inc. per share


20,000



19,371



19,333



19,282



15,255Non-GAAP Financial Measures:EBITDA(2)

$
21,307


$
11,618


$
3,797


$
15,040


$
14,796Adjusted EBITDA(2)


21,307



11,618



3,797



15,040



15,911Operating Data:Percentage change in comparable coffeehouse sales(3)


(2
)%


(4
)%


0
%


(1
)%


6
%Company-Operated coffeehouse operating weeks


21,918



21,810



22,814



21,110



17,133Company-Operated:Coffeehouses open at beginning of year


414



432



440



386



304Coffeehouses opened during the year


0



7



20



60



86Coffeehouses closed during the year


(1
)


(25
)


(28
)


(6
)


(4
)Coffeehouses open at end of year:Total Company-Operated


413



414



432



440



386Franchised:Coffeehouses open at beginning of year


97



52



24



9



2Coffeehouses opened during the year


28



45



28



20



7Coffeehouses closed during the year


(4
)










(5
)


Coffeehouses open at end of year:Total Franchised


121



97



52



24



9Total coffeehouses open at end of year


534



511



484



464



395   13




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##### Table of Contents



As ofJanuary 3,


December 28,


December 30,


December 31,


January 1,2010


2008


2007


2006


2006(In thousands)Balance Sheet Data:Cash and cash equivalents

$
23,578


$
11,060


$
9,886


$
14,752


$
33,846Total assets


93,727



89,572



111,840



136,308



147,960Total notes payable and revolving credit facility


















Accumulated deficit


(76,341
)


(81,479
)


(65,137
)


(33,944
)


(24,885
)Total equity(4)


50,776



44,008



59,433



88,561



97,064     (1)
    
    In March 2005, the FASB issued accounting guidance that requires
    the recognition of a liability for the fair value of a
    legally-required conditional asset retirement obligation when
    incurred, if the liabilitys fair value can be reasonably
    estimated. That guidance also clarifies when an entity would
    have sufficient information to reasonably estimate the fair
    value of an asset retirement obligation. The Company is required
    to record an asset and a corresponding liability for the present
    value of the estimated asset retirement obligation associated
    with the fixed assets and leasehold improvements at some of our
    coffeehouse locations. The asset is depreciated over the life of
    the corresponding lease while the liability accretes to the
    amount of the estimated retirement obligation. The new
    accounting guidance was effective for fiscal years ending after
    December 15, 2005 and was adopted on October 3, 2005
    with a $0.4 million cumulative effect of accounting change
    (net of tax) recorded in the Companys results of
    operations. This charge is a combination of depreciation and
    accretion expense.(2)
    
    EBITDA and Adjusted EBITDA are supplemental non-GAAP financial
    measures. EBITDA is equal to net income (loss) attributable to
    Caribou Coffee Company, Inc. excluding: (a) interest
    expense; (b) interest income; (c) depreciation and
    amortization; and (d) income taxes. Our definition of
    Adjusted EBITDA is different from EBITDA because we further
    adjust net income attributable to Caribou Coffee Company, Inc.
    for: (a) a one-time compensation charge associated with
    amending the terms of our Chief Executive Officers
    employment agreement; and (b) a one-time recognition of
    derivative income associated with the decrease in fair value of
    the IPO  related underwriters over-allotment
    option. For a description of our use of EBITDA and Adjusted
    EBITDA and a reconciliation of net income (loss) attributable to
    Caribou Coffee Company, Inc. to these non-GAAP financial
    measures, see the discussion and related table below.(3)
    
    Percentage change in comparable coffeehouse sales compares the
    net sales of coffeehouses during a fiscal period to the net
    sales from the same coffeehouses for the equivalent period in
    the prior year. A coffeehouse is included in this calculation
    beginning in its thirteenth full fiscal month of operations. A
    closed coffeehouse is included in the calculation for each full
    month that the coffeehouse was open in both fiscal periods.
    Franchised coffeehouses are not included in the comparable
    coffeehouse sales calculations.(4)
    
    In December 2007, the FASB issued guidance establishing new
    standards that govern the accounting for and reporting of
    noncontrolling interests in partially owned subsidiaries. The
    Company adopted these accounting rules on December 29, 2008
    and has accordingly retroactively applied the presentation and
    disclosure requirements for the existing noncontrolling interest
    for all periods presented by including noncontrolling interest
    as a component of total equity.(5)
    
    The Companys fiscal year ends on the Sunday closest to
    December 31. Fiscal year 2009 includes 53 weeks. All
    other fiscal years presented include 52 weeks.    
    Our coffeehouse leases are generally short-term
    (5-10 years) and we must depreciate all of the cost
    associated with those leases on a straight-line basis over the
    initial lease term excluding renewal options (unless such
    renewal periods are reasonably assured at the inception of the
    lease). We opened a net 208 company-operated coffeehouses,
    from the beginning of fiscal 2003 through 2009. As a result, we
    believe depreciation expense is disproportionately large when
    compared to the sales from a significant percentage of 14




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##### Table of Contents



our coffeehouses that are in their initial years of operations.
    Also, many of the assets being depreciated have actual useful
    lives that exceed the initial lease term excluding renewal
    options. Additionally, depreciation and amortization is impacted
    by accelerated depreciation from asset impairments.
    Consequently, we believe that adjusting for depreciation and
    amortization is useful for evaluating the operating performance
    of our coffeehouses.  
    In June 2005, we recorded a one-time compensation charge of
    $1.7 million in connection with amending the terms of the
    employment agreement with our former chief executive officer. We
    believe that it is useful to exclude this expense from Adjusted
    EBITDA because it was non-recurring and was unrelated to our
    operations.
    In connection with our initial public offering
    (IPO), we granted the underwriters an option to
    purchase 803,700 shares of our common stock at $14 per
    share for 30 days beginning on September 28, 2005 (the
    grant date). Since this option extended beyond the
    closing of the IPO, the option represented a call option that
    met the definition of a derivative. Accordingly, the call option
    was separately accounted for at fair value with the change in
    fair value between the grant date and October 2, 2005
    recorded as other income. We used the Black-Scholes valuation
    model to determine the fair value of the call option at the
    grant date and at October 2, 2005 using the following
    assumptions: 50% volatility factor, 30 day life and risk
    free interest rate of 3.43%. At September 28, 2005, we
    recorded a liability of $0.7 million with a corresponding
    decrease to additional paid in capital to record the fair value
    of the call option on such date. The fair value of the call
    option aggregated less than $0.1million on October 2, 2005
    and we recorded the decrease in such fair value aggregating
    $0.6 million as other income in the statement of operations
    for the thirteen-week period ended October 2, 2005. The
    underwriters did not exercise their option and it expired on
    October 28, 2005. We believe that it is useful to exclude
    this expense from Adjusted EBITDA because it was non-recurring
    and was unrelated to our operations.    
    as measurements of operating performance because they assist us
    in comparing our operating performance on a consistent basis as
    they remove the impact of items not directly resulting from our
    coffeehouse operations;
    for planning purposes, including the preparation of our internal
    annual operating budget;
    to establish targets for certain management compensation
    matters; and
    to evaluate our capacity to incur and service debt, fund capital
    expenditures and expand our business.     15




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Fiscal Year EndedJanuary 3,


December 28,


December 30,


December 31,


January 1,2010


2008


2007


2006


2006(In thousands)Statement of Operations Data:Net income (loss) attributable to Caribou Coffee Company,
    Inc.

$
5,138


$
(16,342
)

$
(30,663
)

$
(9,059
)

$
(4,905
)Interest expense


261



810



576



695



1,602Interest income


(26
)


(25
)


(181
)


(554
)


(266
)Depreciation and amortization(1)


16,180



27,139



34,362



23,645



18,284Provision (benefit) for income taxes


(246
)


36



(297
)


313



79EBITDA


21,307



11,618



3,797



15,040



14,796Derivative income


















(623
)Amendment of employment agreement


















1,738Adjusted EBITDA

$
21,307


$
11,618


$
3,797


$
15,040


$
15,911     (1)
    
    Includes depreciation and amortization associated with our
    headquarters and roasting facility that are categorized as
    general and administrative expenses and cost of sales and
    related occupancy costs on our statement of operations.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
     16




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##### Table of Contents



K-Cup
    Critical
    Accounting Policies
    Long-lived assets.
  Stock-based compensation.
  Lease accounting.
  Income taxes.
 17




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##### Table of Contents



Fiscal
    Periods
    Consolidated
    Results of Operations
    Fiscal
    Year 2009 Compared to Fiscal Year 2008
  Fiscal Year EndedJanuary 3,


December 28,2010


2008Statement of Operations Data:Net Sales:Retail Coffeehouses


86.5
%


90.2
%Commercial and Franchise


13.5



9.8Net sales


100.0



100.0Costs of sales and related occupancy costs


44.1



43.2Operating expenses


37.9



39.5Opening expenses


0.0



0.1Depreciation and amortization


5.4



9.8General and administrative expenses


10.3



11.5Closing expense and disposal of assets


0.1



2.0Operating income (loss)


2.1



(6.1
)Interest income


0.0



0.0Interest expense


(0.1
)


(0.3
)Income (loss) before provision (benefit) for income taxes


2.0



(6.4
)Provision (benefit) for income taxes


(0.1
)


(0.0
)Net income (loss)


2.1



(6.4
)Noncontrolling interest


0.1



0.0Net income (loss) attributable to Caribou Coffee Company,
    Inc.


2.0
%


(6.4
)%  18




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##### Table of Contents



Net
    Sales
    Costs
    and Expenses
  Cost of sales and related occupancy
    costs.
  Operating expenses.
  Opening expenses.
  Depreciation and amortization.
  General and administrative expenses.
  Closing expenses and disposal of
    assets.
 19




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##### Table of Contents



Interest expense.
  Operating
    Segments
    Retail
    Coffeehouses
  Fiscal Year Ended


Fiscal Year EndedJanuary 3,


December 28,





January 3,


December 28,2010


2008


% Change


2010


2008(In thousands)





As a% of coffeehouse salesCoffeehouse sales

$
227,223


$
229,092



(0.8
)%


100.0
%


100.0
%Costs of sales and related occupancy costs


93,027



94,568



(1.6
)


40.9



41.3Operating expenses


94,569



96,535



(2.0
)


41.6



42.1Opening expenses


0



181



(100.0
)


0.0



0.1Depreciation and amortization


14,053



24,899



(43.6
)


6.2



10.9General and administrative expenses


7,994



9,564



(16.4
)


3.5



4.2Closing expense and disposal of assets


357



5,016



(92.9
)


0.2



2.2Segment operating income (loss)

$
17,224


$
(1,671
)


(1,130.8
)%


7.6
%


(0.7
)%     Retail
    Coffeehouse sales
    Costs
    and Expenses
  Cost of sales and related occupancy
    costs.
  Operating expenses.
 20




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##### Table of Contents



Opening expenses.
  Depreciation and amortization.
  General and administrative expenses.
  Closing expense and disposal of
    assets.
  Commercial
  Fiscal Year Ended


Fiscal Year EndedJanuary 3,


December 28,





January 3,


December 28,2010


2008


% Change


2010


2008(In thousands)





As a% of commercial salesSales

$
27,577


$
17,927



53.8
%


100.0
%


100.0
%Costs of sales and related occupancy costs


18,515



11,296



63.9



67.1



63.0Operating expenses


3,819



2,258



69.1



13.8



12.6Depreciation and amortization


44



32



37.5



0.2



0.2Segment operating income

$
5,199


$
4,341



19.8
%


18.9
%


24.2
%     Sales
    Costs
    and Expenses
  Cost of sales and related occupancy
    costs.
 21




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##### Table of Contents



Operating expenses.
  Franchise
  Fiscal Year Ended


Fiscal Year EndedJanuary 3,


December 28,





January 3,


December 28,2010


2008


% Change


2010


2008(In thousands)





As a% of franchise salesSales

$
7,738


$
6,880



12.5
%


100.0
%


100.0
%Costs of sales and related occupancy costs


4,344



3,768



15.3



56.1



54.8Operating expenses


1,110



1,516



(26.8
)


14.3



22.0Opening expenses


24



49



(51.0
)


0.3



0.7Depreciation and amortization


5



(3
)


(266.7
)


0.1



0.0Segment operating income

$
2,255


$
1,550



45.5
%


29.1
%


22.5
%     Sales
    Costs
    and Expenses
  Cost of sales and related occupancy
    costs.
  Operating expenses.
  Unallocated
    Corporate
  Fiscal Year Ended


Fiscal Year EndedJanuary 3,


December 28,





January 3,


December 28,2010


2008


% Change


2010


2008(In thousands)





As a% of total net salesGeneral and administrative expenses

$
19,151


$
19,581



2.2
%


7.3
%


7.7
%Closing expense and disposal of assets


(14
)


97



(114.5
)


0.0



0.1Operating loss

$
(19,137
)

$
(19,678
)


(2.7
)%


(7.3
)%


(7.8
)%  22




---



##### Table of Contents



General and administrative
    expenses.
  Liquidity
    and Capital Resources
                New
    Accounting Standards
   23




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
      Inflation
    Item 8.
    Financial
    Statements and Supplementary Data   24




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                25




---



##### Table of Contents



Caribou
    Coffee Company, Inc. and Affiliates
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
  Consolidated Balance Sheets
  January 3,


December 28,2010


2008In thousands exceptper share dataCurrent assets:Cash and cash equivalents

$
23,578


$
11,060Accounts receivable (net of allowance for doubtful accounts of
    $3 and $72 at January 3, 2010 and December 28, 2008,
    respectively)


5,887



5,311Other receivables (net of allowance for doubtful accounts of
    $128 and $76 at January 3, 2010 and December 28, 2008,
    respectively)


1,268



916Income tax receivable


193



60Inventories


13,278



10,218Prepaid expenses and other current assets


1,546



881Total current assets


45,750



28,446Property and equipment, net of accumulated depreciation and
    amortization


47,135



60,312Restricted cash


605



327Other assets


237



487Total assets

$
93,727


$
89,572Current liabilities:Accounts payable

$
9,042


$
8,229Accrued compensation


6,296



6,241Accrued expenses


7,563



8,317Deferred revenue


8,747



9,473Total current liabilities


31,648



32,260Asset retirement liability


1,120



1,035Deferred rent liability


7,955



9,245Deferred revenue


2,072



2,538Income tax liability


156



486Total long term liabilities


11,303



13,304Commitments and contingenciesEquity:Caribou Coffee Company, Inc. Shareholders equityPreferred stock, par value $.01, 20,000 shares authorized;
    no shares issued and outstanding






Common stock, par value $.01, 200,000 shares authorized;
    19,814 and 19,371 shares issued and outstanding at
    January 3, 2010 and December 28, 2008, respectively


198



194Additional paid-in capital


126,770



125,222Accumulated other comprehensive loss


(7
)


Accumulated deficit


(76,341
)


(81,479
)Total Caribou Coffee Company, Inc. shareholders equity


50,620



43,937Noncontrolling interest


156



71Total equity


50,776



44,008Total liabilities and equity

$
93,727


$
89,572    26




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##### Table of Contents



Caribou
    Coffee Company, Inc. and Affiliates
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)Consolidated Statements of
    Operations
  Years EndedJanuary 3,


December 28,2010


2008In thousands except per share dataCoffeehouse sales, net

$
227,224


$
229,092Commercial and franchise sales, net


35,315



24,807Net sales


262,539



253,899Cost of sales and related occupancy costs


115,886



109,632Operating expenses


99,498



100,309Opening expenses


24



230Depreciation and amortization


14,102



24,928General and administrative expenses


27,145



29,145Closing expense and disposal of assets


343



5,113Operating income (loss)


5,541



(15,458
)Other income (expense):Interest income


26



25Interest expense


(261
)


(810
)Income (loss) before (benefit) provision for income taxes


5,306



(16,243
)(Benefit) provision for income taxes


(246
)


36Net income (loss)


5,552



(16,279
)Less: Net income attributable to noncontrolling interest


414



63Net income (loss) attributable to Caribou Coffee Company,
    Inc.

$
5,138


$
(16,342
)Net income (loss) per share:Basic net income (loss) attributable to Caribou Coffee Company,
    Inc. common shareholders per share

$
0.26


$
(0.84
)Diluted net income (loss) attributable to Caribou Coffee
    Company, Inc. common shareholders per share

$
0.26


$
(0.84
)Basic weighted average number of shares outstanding


19,443



19,371Diluted weighted average number of shares outstanding


20,000



19,371    27




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##### Table of Contents



Caribou
    Coffee Company, Inc. and Affiliates
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)Consolidated Statements of Changes in
    Shareholders Equity
  AccumulatedCommon Stock


Additional





OtherNumber of





Paid-In


Noncontrolling


Comprehensive


AccumulatedShares


Amount


Capital


Interest


Loss


Deficit


EquityIn thousandsBalance, December 30, 2007


19,371


$
194


$
124,232


$
144


$



$
(65,137
)

$
59,433Net income (loss)














63







(16,342
)


(16,279
)Share based compensation










753















753Shareholder contribution










237















237Distribution of noncontrolling interest














(136
)










(136
)Balance, December 28, 2008


19,371



194



125,222



71







(81,479
)


44,008Net income














414







5,138



5,552Changes in fair value of derivative financial instruments


















(7
)






(7
)Comprehensive income

























$
5,545Share based compensation










1,049















1,049Options exercised


105



1



587















588Restricted shares issued


338



3



(3
)














Distribution of noncontrolling interest














(309
)










(309
)Purchase of noncontrolling interest










(85
)


(20
)










(105
)Balance, January 3, 2010


19,814


$
198


$
126,770


$
156


$
(7
)

$
(76,341
)

$
50,776    28




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##### Table of Contents



Caribou
    Coffee Company, Inc. and Affiliates
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)Consolidated Statements of Cash Flows
  Years EndedJanuary 3,


December 28,2010


2008In thousandsOperating activitiesNet income (loss) attributable to Caribou Coffee Company,
    Inc.

$
5,138


$
(16,342
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


16,180



27,139Amortization of deferred financing fees


141



459Noncontrolling interest


414



63Provision for closing expense and asset disposals


218



665Shareholder contribution






237Stock-based compensation


1,049



753Non cash accretion expense


85



46Changes in operating assets and liabilities:Accounts receivable and other receivables


(1,061
)


(1,461
)Inventories


(3,060
)


11Prepaid expenses and other assets


(525
)


978Accounts payable


813



(1,421
)Accrued expenses and other liabilities


(2,606
)


(3,275
)Deferred revenue


(1,192
)


(831
)Net cash provided by operating activities


15,594



7,021Investing activitiesPayments for property and equipment


(2,969
)


(5,933
)Proceeds from the disposal of property


28



253(Increase) Decrease in restricted cash


(278
)


84Net cash used in investing activities


(3,219
)


(5,596
)Financing activitiesDistribution of noncontrolling interest


(309
)


(136
)Purchase of noncontrolling interest


(105
)


Issuance of common stock


588



Payment of debt financing fees


(31
)


(115
)Proceeds from short term borrowings






3,000Repayments of short term borrowings






(3,000
)Net cash provided (used) by financing activities


143



(251
)Increase in cash and cash equivalents


12,518



1,174Cash and cash equivalents at beginning of year


11,060



9,886Cash and cash equivalents at end of year

$
23,578


$
11,060Supplemental disclosure of cash flow informationCash paid (received) during the year for:Interest

$
130


$
351Income taxes


225



(12
)Accrual for leasehold improvements, furniture, and equipment

$
81


$
4    29




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##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Business
    and Summary of Significant Accounting Policies  Description
    of Business
    Principles
    of Consolidation
    Use of
    Estimates
    Fiscal
    Year End
    Cash
    and Cash Equivalents
    Fair
    Value of Financial Instruments
   30




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  (first-in,
  Property
    and Equipment
        Deferred
    Financing Fees
    Impairment
    of Long-Lived Assets and Long-Lived Assets to Be Disposed
    Of
    Stock
    Compensation
   31




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##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Coffeehouse
    Preopening and Closing Expenses
  start-up
  Revenue
    Recognition
           32




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Advertising
    Operating
    Leases and Rent Expense
    Income
    Taxes
      Net
    Income (Loss) Per Share
    2.
    Impairments,
    Coffeehouse Closings and Asset Disposals     33




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Years EndedJanuary 3,


December 28,2010


2008Coffeehouse closures


1



25Amount charged to operations for closed coffeehouses:Lease costs associated with lease termination cash impact

$
125


$
4,448Lease reserve  non cash impact


202



(175
)Net book value of closed coffeehouse property and equipment


16



840Coffeehouse closing expense and disposal of assets

$
343


$
5,113     Balance at


AdditionsBeginning of


Charged to


Deductions


Balance atYear Ended:

Year


Expense


From Reserves


End of YearJanuary 3, 2010Exit costs

$
222


$
327


$
96


$
453Severance


716







716



Total

$
938


$
299


$
784


$
453December 28, 2008Exit costs

$
467


$
4,273


$
4,518


$
222Severance


1,353



1,780



2,417



716Total

$
1,820


$
3,004


$
3,886


$
938     3.
    Recent
    Accounting Pronouncements   34




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            4.
    Restricted
    Cash    5.
    Derivative
    Financial Instruments     35




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair Value


Fair ValueJanuary 3, 2010


December 28, 2008Derivatives designated as hedging instrumentsContract Type

Balance Sheet LocationCash flow commodity hedges

Accrued expenses

$
7


$
Derivatives not designated as hedging instrumentsContract Type

Balance Sheet LocationCash flow commodity hedges

Accrued expenses






303Total derivatives



$
7


$
303     Gain/(Loss) Recognized in OCI

Gain/(Loss) Reclassified into EarningsJanuary 3,

December 28,

January 3,

December 28,Contract type

2010

2008

2010

2008Cash flow commodity hedges(1)

$
(72
)

$



$
(65
)

$
     (1)
    
    There was no material ineffectiveness during the periods
    presented    6.
    Fair
    Value Measurements    
    Level 1:  Observable inputs that reflect
    unadjusted quoted prices for identical assets or liabilities
    traded in active markets. 36




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Level 2:  Inputs other than quoted prices
    included within Level 1 that are observable for the asset
    or liability, either directly or indirectly.
    Level 3:  Inputs that are generally
    unobservable. These inputs may be used with internally developed
    methodologies that result in managements best estimate of
    fair value.    TotalJanuary 3, 2010

Level 1

Level 2

Level 3Assets:Cash and cash equivalents

$
23,578


$
23,578


$



$
Liabilities:Derivatives

$
7


$
7


$



$
     TotalDecember 28, 2008

Level 1

Level 2

Level 3Assets:Cash and cash equivalents

$
11,060


$
11,060


$



$
Liabilities:Derivatives

$
303


$
303


$



$
       7.
    Inventories    January 3,


December 28,2010


2008Coffee

$
5,615


$
4,652Merchandise held for sale


4,029



2,843Supplies


3,634



2,723$
13,278


$
10,218    37




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Property
    and Equipment    January 3,


December 28,2010


2008Leasehold improvements

$
87,515


$
87,499Furniture, fixtures, and equipment


112,661



110,724200,176



198,223Less accumulated depreciation and amortization


(153,041
)


(137,911
)$
47,135


$
60,312     9.
    Revolving
    Credit Facility       38




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Equity
    and Stock Based Compensation        Years EndedJanuary 3,

December 28,2010

2008Expected dividend yield

0%

0%Weighted average risk free interest rate

1.91%

2.95%Expected life

5 years

5 yearsVolatility

61%-65%

31%-59%      39




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##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Weighted


WeightedNumber of


Average


AverageOptions Outstanding

Shares


Exercise Price


Contract LifeOutstanding, December 30, 2007


2,571


$
7.46



6.47YrsGranted


1,236


$
2.29Exercised


Forfeited


(1,356
)

$
6.90Outstanding, December 28, 2008


2,451


$
5.16



7.89 YrsGranted


10


$
2.22Exercised


(105
)

$
5.59Forfeited


(660
)

$
7.67Outstanding, January 3, 2010


1,696


$
4.27



7.54 YrsOptions vested and expected to vest at January 3, 2010


1,696


$
4.27



7.54 YrsOptions vested at January 3, 2010


778


$
6.04



6.42 Yrs       Options Outstanding


Options ExercisableNumber of


Weighted Average


Weighted


Number of


WeightedOptions


Remaining


Average


Options


AverageRange of Exercise Prices

Outstanding


Contractual Life


Exercise Price


Exercisable


Exercise Price$ 1.06 - $ 4.08


1,097



8.63 years


$
2.23



274


$
2.24$ 4.09 - $ 6.56


88



4.79 years


$
5.82



64


$
5.75$ 6.57 - $ 9.04


393



5.60 years


$
7.46



325


$
7.37$ 9.05 - $11.52


73



5.70 years


$
9.82



70


$
9.84$11.53 - $14.00


45



5.75 years


$
14.00



45


$
14.00Total


1,696



7.54 years


$
4.27



778


$
6.04     WeightedAverageNon-vested shares outstanding

Shares


Fair ValueBalance, December 28, 2008


150


$
2.86Granted


188


$
7.60Vested


(38
)

$
2.86Balance January 3, 2010


300


$
5.83  40




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     11.
    Leasing
    Arrangements and Commitments      Years EndedJanuary 3,


December 28,2010


2008Minimum rentals

$
19,678


$
25,327Contingent rentals


1,837



2,02921,515



27,356Less sublease rentals


(546
)


(729
)$
20,969


$
26,627     2010

$
20,5552011


18,7832012


16,6012013


14,1292014


11,299Thereafter


19,632$
100,999     12.
    Income
    Taxes    Years EndedJanuary 3,


December 28,2010


2008U.S. Federal

$
(286
)

$
State


40



36$
(246
)

$
36  41




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years EndedJanuary 3,


December 28,2010


2008Tax at U.S. Federal statutory rate

$
1,663


$
(5,549
)Tax at blended State statutory rate net of federal benefit


304



(794
)Permanent differences


32



30Changes in valuation allowance


(2,449
)


6,378Decrease to reserve for tax contingencies


(330
)


(42
)Deferred tax adjustment


519



Other, net


15



13$
(246
)

$
36       January 3,


December 28,2010


2008Depreciation

$
11,676


$
9,985Deferred rent on leases


(452
)


(180
)Net operating loss carryforwards


11,871



15,043Coffeehouse closing and asset reserves


154



75Accrued expenses


1,722



2,316Deferred revenue


1,232



1,350Other


610



1,018State deferred (excluding state loss carryforwards)


2,641



2,296Gross deferred income tax assets


29,454



31,903Less deferred income tax asset valuation allowance


(29,454
)


(31,903
)Net deferred income tax assets

$



$
    42




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedJanuary 3,


December 28,2010


2008Beginning balance

$
3,238


$
3,401Current year positions






43Expiration of statute of limitations


(377
)


(206
)Ending balance

$
2,861


$
3,238         13.
    Related
    Party Transactions    14.
    Employee
    Benefit Plan    15.
    Master
    Franchise Agreement    franchised/subfranchised
 43




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      16.
    Net
    Income (loss) Per Share    January 3,


December 28,2010


2008Net income (loss) attributable to Caribou Coffee Company,
    Inc.

$
5,138


$
(16,342
)Weighted average common shares outstanding  basic


19,443



19,371Dilutive impact of stock-based compensation


557



Weighted average common shares outstanding  dilutive


20,000



19,371Basic net income (loss) per share

$
0.26


$
(0.84
)Diluted net income (loss) per share

$
0.26


$
(0.84
)     17.
    Commitments
    and Contingencies   44




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      18.
    Segment
    Reporting    Retail
    Coffeehouses
    Commercial
    Franchise
   45




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal
    2009
  UnallocatedRetail


Commercial


Franchise


Corporate


TotalNet sales

$
227,224


$
27,577


$
7,738


$



$
262,539Costs of sales and related occupancy costs


93,027



18,515



4,344







115,886Operating expenses


94,569



3,819



1,110







99,498Opening expenses










24







24Depreciation and amortization


14,053



44



5







14,102General and administrative expenses


7,994











19,151



27,145Closing expense and disposal of assets


357











(14
)


343Operating income (loss)

$
17,224


$
5,199


$
2,255


$
(19,137
)

$
5,541Identifiable assets

$
39,089


$
186


$
64


$
7,796


$
47,135Net capital expenditures

$
2,046


$
100


$
56


$
844


$
3,046   Fiscal
    2008
  UnallocatedRetail


Commercial


Franchise


Corporate


TotalNet sales

$
229,092


$
17,927


$
6,880


$



$
253,899Costs of sales and related occupancy costs


94,568



11,296



3,768







109,632Operating expenses


96,535



2,258



1,516







100,309Opening expenses


181







49







230Depreciation and amortization


24,899



32



(3
)






24,928General and administrative expenses


9,564











19,581



29,145Closing expense and disposal of assets


5,016











97



5,113Operating (loss) income

$
(1,671
)

$
4,341


$
1,550


$
(19,678
)

$
(15,458
)Identifiable assets

$
50,822


$
130


$
12


$
9,348


$
60,312Net impairment

$
7,460


$



$



$



$
7,460Net capital expenditures

$
3,941


$



$



$
1,896


$
5,837    46




---



##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Selected
    Quarterly Financial Data (Unaudited) (in thousands except per
    share data)  Fiscal QuartersYear Ended January 3, 2010

First

Second

Third

FourthNet sales

$
60,380


$
62,954


$
62,739


$
76,466Cost of sales and related occupancy costs


26,272



27,317



27,849



34,448Operating income


376



1,405



686



3,074Net income attributable to Caribou Coffee Company, Inc.


346



1,168



654



2,970Net income attributable to Caribou Coffee Company, Inc. per shareBasic


0.02



0.06



0.03



0.15Diluted


0.02



0.06



0.03



0.15   Fiscal QuartersYear Ended December 28, 2008

First

Second

Third

FourthNet sales

$
61,757


$
63,183


$
60,910


$
68,049Cost of sales and related occupancy costs


26,213



27,004



26,992



29,423Operating (loss) income


(5,853
)


(2,282
)


(8,684
)


1,361Net (loss) income attributable to Caribou Coffee Company,
    Inc.


(6,406
)


(2,432
)


(8,766
)


1,262Net (loss) income attributable to Caribou Coffee Company, Inc.
    per shareBasic


(0.33
)


(0.13
)


(0.45
)


0.07Diluted


(0.33
)


(0.13
)


(0.45
)


0.07  47




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##### Table of Contents



CARIBOU
    COFFEE COMPANY, INC. AND AFFILIATES
  Schedule II 
    Valuation and Qualifying Accounts and Reserves
  Balance at

AdditionsBeginning of

Charged to

Deductions from

Balance atYears Ended:

Year

Expense

reserves

End of Year(In thousands)January 3, 2010Allowance for doubtful accounts

$
72


$
19


$
88
(1)

$
3Deferred income tax asset valuation allowance

$
31,903


$



$
2,449


$
29,454December 28, 2008Allowance for doubtful accounts

$
8


$
117


$
53
(1)

$
72Deferred income tax asset valuation allowance

$
25,525


$
6,378


$



$
31,903     (1)
    
    Deductions represent the write-off of accounts deemed
    uncollectible. 48




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Conclusion
    regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
  Report of
    Management on Internal Control over Financial
    Reporting
    Internal Control 
    Integrated Framework
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   49




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##### Table of Contents



Corporate Governance Form 8-K
  Item 11.
    Executive
    Compensation  Form 10-K.
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Shareholder Matters  Form 10-K.
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Form 10-K.
  Item 14.
    Principal
    Accountant Fees and Services  Form 10-K.
 PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Form 10-K.
  Index to Consolidated Financial Statements.
 50




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##### 



Form 10-K:
   
 PageReport of Independent Registered Public
    Accounting Firm


25Consolidated Balance Sheets as of January 3,
    2010 and December 28, 2008


26Consolidated Statements of Operations for the
    Years Ended January 3, 2010 and December 28, 2008


27Consolidated Statements of Changes in
    Shareholders Equity for the Years Ended January 3,
    2010 and December 28, 2008


28Consolidated Statements of Cash Flows for the
    Years Ended January 3, 2010 and December 28, 2008


29Notes to Consolidated Financial Statements


30(a)(2) Index to Financial Statement Schedules.Schedule II  Valuation and Qualifying Accounts
    and Reserves


48      Listing of Exhibits
  ExhibitNumber



Description of Exhibits3
.1



Form of Amended and Restated Articles of Incorporation of the
    Company (incorporated by reference to Exhibit 3.1 to the
    Companys Registration Statement on
    Form S-1/A
    filed August 25, 2005).3
.2



Form of Amended and Restated Bylaws of the Company (incorporated
    by reference to Exhibit 3.2 to the Companys
    Registration Statement on
    Form S-1/A
    filed August 25, 2005).4
.1



Form of Registrants Common Stock Certificate (incorporated
    by reference to Exhibit 4.1 to the Companys
    Registration Statement on
    Form S-1/A
    filed September 6, 2005).10
.1*



1994 Stock Awards Plan (incorporated by reference to
    Exhibit 10.1 to the Companys Registration Statement
    on
    Form S-1
    filed July 19, 2005).10
.2*



Form of 1994 Stock Awards Plan Stock Option Grant and Agreement
    (incorporated by reference to Exhibit 10.2 to the
    Companys Registration Statement on
    Form S-1
    filed July 19, 2005).10
.3*



2001 Stock Incentive Plan (incorporated by reference to
    Exhibit 10.3 to the Companys Registration Statement
    on
    Form S-1
    filed July 19, 2005).10
.4*



Amendment No. 1 to the 2001 Stock Incentive Plan
    (incorporated by reference to Exhibit 10.4 to the
    Companys Registration Statement on
    Form S-1
    filed July 19, 2005).10
.5*



Form of 2001 Stock Incentive Plan Stock Option Grant and
    Agreement (incorporated by reference to Exhibit 10.5 to the
    Companys Registration Statement on
    Form S-1
    filed July 19, 2005).10
.6*



2005 Equity Incentive Plan (incorporated by reference to
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form S-1/A
    filed August 25, 2005).10
.7*



Description of Annual Support Center and Field Management Bonus
    Plan (incorporated by reference to Exhibit 10.1 to the
    Companys on
    Form 8-K
    filed May 26, 2006).10
.10*



Form of Directors and Officers Indemnification Agreement
    (incorporated by reference to Exhibit 10.13 of the
    Companys
    Form 10-K
    for the year ended January 1, 2006).10
.11



Master Franchise Agreement between Caribou Coffee Company, Inc.
    and Al-Sayer Enterprises (incorporated by reference to
    Exhibit 10.14 to the Companys Registration Statement
    on
    Form S-1/A
    filed September 14, 2005).10
.13



Commercial Lease between Caribou Coffee Company, Inc. and Twin
    Lakes III LLC, dated September 5, 2003 (incorporated
    by reference to Exhibit 10.18 to the Companys
    Registration Statement on
    Form S-1/A
    filed August 25, 2005). 51




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##### Table of Contents



ExhibitNumber



Description of Exhibits10
.14



Second Amended and Restated Lease and License Financing and
    Purchase Option Agreement between Caribou Coffee Company, Inc.
    and Arabica Funding, Inc., dated June 29, 2004
    (incorporated by reference to Exhibit 10.19 to the
    Companys Registration Statement on
    Form S-1/A
    filed August 25, 2005)10
.15



Amendment to Second Amended and Restated Lease and License
    Financing and Purchase Option Agreement between Caribou Coffee
    Company, Inc. and Arabica Funding, Inc., dated March 25,
    2005 (incorporated by reference to Exhibit 10.20 to the
    Companys Registration Statement on
    Form S-1/A
    filed August 25, 2005).10
.16



Second Amendment to Second Amended and Restated Lease and
    License Financing and Purchase Option Agreement between Caribou
    Coffee Company, Inc. and Arabica Funding, Inc., dated
    May 10, 2005 (incorporated by reference to
    Exhibit 10.21 to the Companys Registration Statement
    on
    Form S-1/A
    filed August 25, 2005).10
.17



Second Amended and Restated Call Option Letter from Arabica
    Funding, Inc. to Caribou Coffee Company, Inc., dated
    June 29, 2004 (incorporated by reference to
    Exhibit 10.22 to the Companys Registration Statement
    on
    Form S-1/A
    filed August 25, 2005).10
.18



Second Amended and Restated Put Option Letter from Caribou
    Coffee Company, Inc. to Arabica Funding, Inc., dated
    June 29, 2004 (incorporated by reference to
    Exhibit 10.23 to the Companys Registration Statement
    on
    Form S-1/A
    filed August 25, 2005).10
.19



Second Amended and Restated Tax Matters Agreement between
    Caribou Coffee Company, Inc. and Arabica Funding, Inc., dated
    June 29, 2004 (incorporated by reference to
    Exhibit 10.24 to the Companys Registration Statement
    on
    Form S-1/A
    filed August 25, 2005).10
.20



Second Amended and Restated Supplemental Agreement between
    Caribou Coffee Company, Inc. and Arabica Funding, Inc., dated
    June 29, 2004 (incorporated by reference to
    Exhibit 10.25 to the Companys Registration Statement
    on
    Form S-1/A
    filed August 25, 2005).10
.21



Credit Agreement among Arabica Funding, Inc., as Borrower, The
    Several Lenders from Time to Time Parties thereto, and Fleet
    National Bank, as Administrative Agent, dated as of
    June 29, 2004 (incorporated by reference to
    Exhibit 10.26 to the Companys Registration Statement
    on
    Form S-1/A
    filed August 25, 2005).10
.22



Amendment to Credit Agreement among Arabica Funding, Inc., as
    Borrower, The Several Lenders from Time to Time Parties Thereto,
    and Fleet National Bank, as Administrative Agent, dated as of
    March 2005 (incorporated by reference to Exhibit 10.27 to
    the Companys Registration Statement on
    Form S-1/A
    filed August 25, 2005).10
.25*



Offer Letter from Caribou Coffee Company, Inc. to Michael J.
    Tattersfield, dated August 1, 2008 (incorporated by
    reference to Exhibit 10.1 to the Companys
    Form 8-K
    filed August 4, 2008).10
.26*



Offer Letter from Caribou Coffee Company, Inc. to Timothy J.
    Hennessy, dated September 9, 2008 (incorporated by
    reference to Exhibit 10.1 to the Companys
    Form 8-K
    filed September 9, 2008).10
.28



Sixth Amendment to Credit Agreement among Arabica Funding, Inc.,
    as Borrower, The Several Lenders from Time to Time Parties
    Thereto, and Bank of America, N.A. as
    successor-by-merger
    to Fleet National Bank, as Administrative Agent, dated as of
    November 12, 2008 (incorporated by reference to
    Exhibit 10.28 to the Companys
    Form 10-K
    filed March 20, 2009).10
.29



Seventh Amendment to Second Amended and Restated Lease and
    License Financing and Purchase Option Agreement between Caribou
    Coffee Company, Inc. and Arabica Funding, Inc., dated
    November 12, 2008 (incorporated by reference to
    Exhibit 10.29 to the Companys Form
    10-K filed
    March 20, 2009).21
.1



List of Subsidiaries (incorporated by reference to
    Exhibit 21.1 to the Companys Registration Statement
    on
    Form S-1/A
    filed September 14, 2005).23
.1



Consent of Independent Registered Public Accounting Firm31
.1



Certification Pursuant to Rule 13a  14(a), as
    Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2



Certification Pursuant to Rule 13a  14(a), as
    Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002. 52




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##### Table of Contents



ExhibitNumber



Description of Exhibits32
.1



Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.32
.2



Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Indicates management contracts and compensatory plans and
    arrangements required to be filed pursuant to Item 15(b) of
    this annual report.  Exhibits.
    Financial Statement Schedules.
   53




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##### Table of Contents



SIGNATURES    Caribou Coffee Company,
    Inc.
  By:
    /s/  MICHAEL
    TATTERSFIELD   Title:
    President and Chief Executive Officer      Signature

Title

Date/s/  MICHAEL
    TATTERSFIELDMichael
    Tattersfield

President and Chief Executive Officer (principal executive
    officer)

March 26, 2010/s/  TIMOTHY
    J. HENNESSEYTimothy
    J. Hennessey

Chief Financial Officer
    (principal financial officer)

March 26, 2010/s/  NATHAN
    G. HJELSETHNathan
    G. Hjelseth

Controller
    (principal accounting officer)

March 26, 2010/s/  GARY
    A. GRAVESGary
    A. Graves

Non-Executive Chairman
    of the Board of Directors

March 26, 2010/s/  CHARLES
    H. OGBURNCharles
    H. Ogburn

Director

March 26, 2010/s/  CHARLES
    L. GRIFFITHCharles
    L. Griffith

Director

March 26, 2010/s/  SARAH
    PALISI CHAPINSarah
    Palisi Chapin

Director

March 26, 2010/s/  KIP
    R. CAFFEYKip
    R. Caffey

Director

March 26, 2010/s/  WALLACE
    B. DOOLINWallace
    B. Doolin

Director

March 26, 2010/s/  MICHAEL
    J. COLESMichael
    J. Coles

Director

March 26, 2010/s/  PHILIP
    SANFORDPhilip
    Sanford

Director

March 26, 2010  54