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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 28, 2008.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

55429Brooklyn Center, Minnesota

(Zip Code)(Address of principal executive
    offices)   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
  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


6Item 1B


Unresolved Staff Comments


10Item 2


Properties


10Item 3


Legal Proceedings


11Item 4


Submission of Matters to a Vote of Security
    Holders


11Item 4A


Executive Officers of the Registrant


12PART II.Item 5


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


13Item 6


Selected Financial Data


14Item 7


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


18Item 8


Financial Statements and Supplementary Data


26Item 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-10.28EX-10.29EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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PART I  Item 1.
    Business      Segment
    Financial Information
  Form 10-K.
  Retail Coffeehouses.
    Commercial.
  Franchise. multi-unit 35-40
 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
 5




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Item 1A.
    Risk
    Factors  Certain statements we make in this filing, and other written
    or oral statements made by or on our behalf, may constitute
    forward-looking statements within the meaning of the
    federal securities laws. Words or phrases such as should
    result, are expected to, we
    anticipate, we estimate, we
    project, we believe, or similar expressions
    are intended to identify forward-looking statements. These
    statements are subject to certain risks and uncertainties that
    could cause actual results to differ materially from our
    historical experience and our present expectations or
    projections. We believe that these forward-looking statements
    are reasonable; however, you should not place undue reliance on
    such statements. Such statements speak only as of the date they
    are made, and we undertake no obligation to publicly update or
    revise any forward-looking statement, whether as a result of
    future events, new information or otherwise. The following risk
    factors, as well as the risks detailed in the
    Business section and others that we may add from
    time to time, are some of the factors that could cause our
    actual results to differ materially from the expected results
    described in our forward-looking statements.
  Risks
    Related to Our Business
  The
    United States economic crisis could adversely affect our
    business and financial results and have a material adverse
    effect on our liquidity and capital resources
    We
    have a history of net losses and may incur losses in the
    future.
      We may
    need to raise additional capital in order to continue to grow
    our business, which subjects us to the risks that we may be
    unable to maintain or grow our business as planned or that our
    shareholders may be subject to substantial additional dilution.
    We are also subject to protective covenants that may restrict
    growth potential.
     6




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We may
    need to record additional impairment losses in the future if our
    stores operating performances do not
    improve.
      We may
    not be able to renew leases or control rent increases at our
    retail locations or obtain leases for new
    coffeehouses.
    The
    market price for our common stock may be volatile.
    sm
  Recent
    changes in our senior management may cause uncertainty in, or be
    disruptive to, our business.
   7




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We are
    susceptible to adverse trends and economic conditions in
    Minnesota and the Upper Midwest.
    Complaints
    or claims by current, former or prospective employees could
    adversely affect us.
    If we
    fail to maintain an effective system of internal controls over
    financial reporting and disclosure, we may not be able to
    accurately report our financial results or prevent fraud. As a
    result, current and potential shareholders could lose confidence
    in our financial and other public reporting, which would harm
    our business and the trading price of shares of our common
    stock.
   8




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We
    have a significant number of options outstanding to acquire
    shares of our common stock that, when exercised, will dilute
    existing shareholders and could decrease the market price of our
    common stock.
    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 Shariah 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.
    
    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; 9




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
    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.  Because
    we do not intend to pay dividends, shareholders will benefit
    from an investment in shares of our common stock only if it
    appreciates in value.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Locations
    and Facilities
  Coffeehouse
    Locations
    Company





TotalState

Owned


Franchised


CoffeehousesMinnesota


211



3



214Illinois


53



3



56Ohio


36







36Michigan


19



6



25North Carolina


19







19Georgia


14



1



15Wisconsin


13



1



14Virginia


11



3



14Colorado


8



4



12Maryland


8







8Iowa


5



3



8Washington, D.C.


6



1



7North Dakota


3



3



6Nebraska






5



5Pennsylvania


4







4Kansas


1



2



3South Dakota


2



1



3Missouri


1







1Indiana






1



1Nevada






1



1International(1)






59



59414



97



511     (1)
    
    represents fifty-two franchised locations in six Middle Eastern
    countries and 7 in South Korea 10




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Headquarters
    and Roasting Facility
      Item 3.
    Legal
    Proceedings        Item 4.
    Submission
    of Matters to a Vote of Security Holders   11




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Item 4A.
    Executive
    Officers of the Registrant    Name

Age

PositionMichael Tattersfield

43

President and Chief Executive OfficerTimothy J. Hennessy

47

Chief Financial OfficerDaniel J. Hurdle

43

Senior Vice President of Supply Chain, Product Management and
    Real Estate DevelopmentAlfredo V. Martel

43

Senior Vice President of MarketingDan E. Lee

52

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

43

Vice President of Human ResourcesChristopher B. Rich

53

Vice President of Global FranchisingHenry A. Stein

51

Vice President of Business Development and Commercial SalesR. Paul Turek

54

Vice President of Support Operations   Michael Tattersfield
  Timothy J. Hennessy
  Daniel J. Hurdle
  Alfredo V. Martel
  Dan E. Lee
 12




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##### Table of Contents



Karen E. McBride-Raffel
  Christopher B. Rich
  Henry A. Stein Coca-Cola
  R. Paul Turek
 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)2008


2007For the Fiscal YearFirst Quarter

$
2.40 - 4.05


$
6.96 - 8.85Second Quarter

$
1.75 - 3.15


$
6.46 - 7.90Third Quarter

$
1.28 - 3.48


$
5.78 - 7.10Fourth Quarter

$
1.10 - 2.54


$
3.35 - 6.99     Dividend
    Policy
    Sales of
    Unregistered Securities
   13




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##### Table of Contents



Item 6.
    Selected
    Financial Data      Fiscal Year EndedDecember 28,


December 30,


December 31,


January 1,


January 2,2008


2007


2006


2006


2005(In thousands, except per share and operating data)Statements of Operations Data:Net sales:Coffeehouses

$
229,092


$
240,267


$
225,649


$
191,310


$
157,169Commercial and franchise


24,807



16,567



10,580



6,682



3,323Total net sales


253,899



256,834



236,229



197,992



160,492Cost of sales and related occupancy costs


109,632



108,358



98,656



80,242



65,320Operating expenses


100,309



107,062



97,320



80,026



65,030Opening expenses


230



502



1,738



2,096



1,202Depreciation and amortization


24,928



32,150



21,548



16,376



13,382General and administrative expenses


29,145



32,324



25,943



22,742



15,535Closing expense and disposal of assets


5,113



6,839



510



572



1,034Operating loss


(15,458
)


(30,401
)


(9,486
)


(4,062
)


(1,010
)Other income (expense):Other income










1,059



1,336



378Interest income


25



181



554



266



6Interest expense


(810
)


(576
)


(695
)


(1,602
)


(963
)Loss before provision (benefit) for income taxes, minority
    interest and cumulative effect of accounting change


(16,243
)


(30,796
)


(8,568
)


(4,062
)


(1,589
)Provision (benefit) for income taxes


36



(297
)


313



79



220Loss before minority interest and cumulative effect of
    accounting change


(16,279
)


(30,499
)


(8,881
)


(4,141
)


(1,809
)Minority interest


63



164



178



319



265Loss before cumulative effect of accounting change


(16,342
)


(30,663
)


(9,059
)


(4,460
)


(2,074
)Cumulative effect of accounting change (net of income tax)(1)














(445
)


Net loss

$
(16,342
)

$
(30,663
)

$
(9,059
)

$
(4,905
)

$
(2,074
)Net loss per share:Net loss before cumulative effect of accounting change

$
(0.84
)

$
(1.59
)

$
(0.47
)

$
(0.29
)

$
(0.15
)Cumulative effect of accounting change

$



$



$



$
(0.03
)

$
 14




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##### Table of Contents



Fiscal Year EndedDecember 28,


December 30,


December 31,


January 1,


January 2,2008


2007


2006


2006


2005(In thousands, except per share and operating data)Net loss

$
(0.84
)

$
(1.59
)

$
(0.47
)

$
(0.32
)

$
(0.15
)Basic and diluted shares used in calculation of net loss per
    share(2)


19,371



19,333



19,282



15,255



13,798Non-GAAP Financial Measures:EBITDA(3)

$
11,618


$
3,797


$
15,040


$
14,796


$
13,893Adjusted EBITDA(3)


11,618



3,797



15,040



15,911



14,393Operating Data:Percentage change in comparable coffeehouse sales(4)


(4
)%


0
%


(1
)%


6
%


8
%Company-Operated coffeehouse operating weeks


21,810



22,814



21,110



17,133



14,223Company-Operated:Coffeehouses open at beginning of year


432



440



386



304



251Coffeehouses opened during the year


7



20



60



86



57Coffeehouses closed during the year


(25
)


(28
)


(6
)


(4
)


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


414



432



440



386



304Franchised:Coffeehouses open at beginning of year


52



24



9



2



Coffeehouses opened during the year


45



28



20



7



2Coffeehouses closed during the year










(5
)






Coffeehouses open at end of year:Total Franchised


97



52



24



9



2Total coffeehouses open at end of year


511



484



464



395



306   As ofDecember 28,


December 30,


December 31,


January 1,


January 2,2008


2007


2006


2006


2005(In thousands)Balance Sheet Data:Cash and cash equivalents

$
11,060


$
9,886


$
14,752


$
33,846


$
7,618Total assets


89,572



111,840



136,308



147,960



86,207Total notes payable and revolving credit facility


















19,924Accumulated deficit


(81,479
)


(65,137
)


(33,944
)


(24,885
)


(19,979
)Total shareholders equity


43,937



59,289



88,402



96,926



33,793     (1)
    
    In March 2005, the FASB issued Financial Interpretation
    No. 47 (FIN 47), Accounting for Asset
    Retirement Obligations-an interpretation of FASB Statement No.
    143.FIN 47 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. FIN 47 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. FIN 47 was effective for fiscal
    years ending after December 15, 2005. The Company adopted
    FIN 47 15




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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)
    
    In each year presented, the number of shares used in the
    calculation of basic and diluted net (loss) income per share is
    the same because all outstanding stock options were antidilutive.(3)
    
    EBITDA and Adjusted EBITDA are supplemental non-GAAP financial
    measures. EBITDA is equal to net (loss) income 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 for: (a) a
    one-time cost to consolidate corporate and operating locations;
    (b) a one-time compensation charge associated with amending
    the terms of our Chief Executive Officers employment
    agreement; and (c) 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) to these
    non-GAAP financial measures, see the discussion and related
    table below.(4)
    
    Percentage change in comparable coffeehouse sales compares the
    net sales of coffeehouse 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.    
    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 209 company-operated
    coffeehouses, from the beginning of fiscal 2003 through 2008. As
    a result, we believe depreciation expense is disproportionately
    large when compared to the sales from a significant percentage
    of 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.
    The one-time cost to consolidate corporate and operating
    locations represents a $.5 million charge we recorded in
    fiscal 2004 for the remaining lease payments, reduced by
    estimated sublease rentals that could be reasonably obtained,
    for our previous headquarters and roasting facility. We vacated
    this facility when we consolidated our corporate offices and our
    roasting, packaging, warehousing and distribution activities,
    which we had previously operated out of three separate
    facilities, into a single facility. We believe it is useful to
    exclude this charge from Adjusted EBITDA because it was
    non-recurring and was not reflective of our operating
    performance.
    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 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 under SFAS No. 133,
    Accounting for Derivative Instruments and Hedging Activities.
    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 $657,989 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 16




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##### Table of Contents



$34,880 on October 2, 2005 and we recorded the decrease in
    such fair value aggregating $623,109 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.        Fiscal Year EndedDecember 28,


December 30,


December 31,


January 1,


January 2,2008


2007


2006


2006


2005(In thousands)Statement of Operations Data:Net loss

$
(16,342
)

$
(30,663
)

$
(9,059
)

$
(4,905
)

$
(2,074
)Interest expense


810



576



695



1,602



963Interest income


(25
)


(181
)


(554
)


(266
)


(6
)Depreciation and amortization(1)


27,139



34,362



23,645



18,284



14,791Provision (benefit) for income taxes


36



(297
)


313



79



220EBITDA


11,618



3,797



15,040



14,796



13,893Consolidation of corporate and operating locations


















500Derivative income














(623
)


Amendment of employment agreement














1,738



Adjusted EBITDA

$
11,618


$
3,797


$
15,040


$
15,911


$
14,393     (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. 17




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
          Critical
    Accounting Policies
    Long-lived assets. Accounting for the Impairment or Disposal of Long-Lived
    Assets
 18




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##### Table of Contents



Stock-based compensations. Share Based Payment Accounting for Stock-Based
    Compensation Accounting
    for Stock Issued to Employees
  Lease accounting. Bulletin No. 85-3, Accounting for Operating Leases with Scheduled Rent
    Increases, Bulletin No. 88-1, Issues Relating to Accounting for Leases,
  Income taxes.
    Accounting for Uncertainty in Income Taxes an
    interpretation of FASB Statement No. 109
 19




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##### Table of Contents



Fiscal
    Periods
    Consolidated
    Results of Operations
    Fiscal
    Year 2008 Compared to Fiscal Year 2007
  Fiscal Year EndedDecember 28,


December 30,2008


2007Statement of Operations Data:Net Sales:Retail Coffeehouses


90.2
%


93.5
%Commercial and Franchise


9.8



6.5Net sales


100.0



100.0Costs of sales and related occupancy costs


43.2



42.2Operating expenses


39.5



41.7Opening expenses


0.1



0.2Depreciation and amortization


9.8



12.5General and administrative expenses


11.5



12.6Closing expense and disposal of assets


2.0



2.6Operating loss


(6.1
)


(11.8
)Interest income


0.0



0.0Interest expense


(0.3
)


(0.2
)Loss before provision (benefit) for income taxes and minority
    interest


(6.4
)


(12.0
)Provision (benefit) for income taxes


(0.0
)


(0.1
)Loss before minority interest


(6.4
)


(11.9
)Minority interest


0.0



0.0Net Loss


(6.4
)%


(11.9
)%   Net
    Sales
   20




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##### Table of Contents



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.
 21




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##### Table of Contents



Interest income.
  Interest expense.
  Operating
    Segments
    Retail
    Coffeehouses
  Fiscal Year EndedDecember 28,


December 30,Fiscal Year Ended


2008


2007December 28,


December 30,


%2008


2007


Change


As a % of Coffeehouse Sales(In thousands)Coffeehouse sales

$
229,092


$
240,267



(4.7
)%


100.0
%


100.0
%Costs of sales and related occupancy costs


94,568



98,377



(3.9
)


41.3



40.9Operating expenses


96,535



103,521



(6.7
)


42.1



43.1Opening expenses


181



493



(63.3
)


0.1



0.2Depreciation and amortization


24,899



32,116



(22.5
)


10.9



13.4General and administrative expenses


9,564



10,057



(4.9
)


4.2



4.2Closing expense and disposal of assets


5,016



7,042



(28.8
)


2.2



2.9Segment operating loss

$
(1,671
)

$
(11,399
)


(85.3
)%


(0.7
)%


(4.7
)%     Retail
    Coffeehouse sales
    Costs
    and Expenses
  Cost of sales and related occupancy
    costs.
 22




---



##### Table of Contents



Operating expenses.
  Opening expenses.
  Depreciation and amortization.
  General and administrative expenses.
  Closing expense and disposal of
    assets.
  Commercial
  Fiscal Year EndedDecember 28,


December 30,Fiscal Year Ended


2008


2007December 28,


December 30,


%2008


2007


Change


As a % of Commercial Sales(In thousands)Sales

$
17,927


$
12,427



44.3
%


100.0
%


100.0
%Costs of sales and related occupancy costs


11,296



7,819



44.5



63.0



62.9Operating expenses


2,258



2,324



(2.8
)


12.6



18.7Depreciation and amortization


32



25



28.0



0.2



0.2Segment operating income

$
4,341


$
2,259



101.5
%


24.2
%


18.2
%  23




---



##### Table of Contents



Sales
    Costs
    and Expenses
  Cost of sales and related occupancy
    costs.
  Operating expenses.
  Franchise
  Fiscal Year EndedDecember 28,


December 30,Fiscal Year Ended


2008


2007December 28,


December 30,


%2008


2007


Change


As a % of Franchise Sales(In thousands)Sales

$
6,880


$
4,140



66.2
%


100.0
%


100.0
%Costs of sales and related occupancy costs


3,768



2,162



74.3



54.8



52.2Operating expenses


1,516



1,217



24.6



22.0



29.4Opening expenses


49



9



444.4



0.7



0.2Depreciation and amortization


(3
)


9



(133.3
)


0.0



0.2Segment operating income

$
1,550


$
743



108.6
%


22.5
%


17.9
%     Sales
    Costs
    and Expenses
  Cost of sales and related occupancy
    costs.
 24




---



##### Table of Contents



Operating expenses.
  Unallocated
    Corporate
  Fiscal Year EndedDecember 28,


December 30,Fiscal Year Ended


2008


2007December 28,


December 30,


%2008


2007


Change


As a % of Total Net Sales(In thousands)General and administrative expenses

$
19,581


$
22,267



(12.1
)%


7.7
%


8.7
%Closing expense and disposal of assets


97



(203
)


(147.8
)


0.1



(0.1
)Operating loss

$
(19,678
)

$
(22,064
)


(8.6
)%


(7.8
)%


(8.6
)%   General and administrative
    expenses.
  Closing expenses and disposal of
    assets. Accounting for Costs
    Associated with Exit or Disposal Activities.
  Liquidity
    and Capital Resources
       25




---



##### Table of Contents



New
    Accounting Standards
  Fair Value Measurement
  Noncontrolling Interests in Consolidated Financial Statements
  Off-Balance
    Sheet Arrangements
    Inflation
    Item 8.
    Financial
    Statements and Supplementary Data 26




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Accounting for Uncertainty in Income Taxes
    an interpretation of FASB Statement No. 109.
  ERNST &
    YOUNG LLP
    27




---



##### Table of Contents



Caribou
    Coffee Company, Inc. and Affiliates
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)Consolidated Balance Sheets
  December 28,


December 30,2008


2007In thousands except per share dataCurrent assets:Cash and cash equivalents

$
11,060


$
9,886Accounts receivable (net of allowance for doubtful accounts of
    $72 and $8 at December 28, 2008 and December 30, 2007,
    respectively)


5,311



3,117Other receivables


916



1,544Income tax receivable


60



149Inventories


10,218



10,229Prepaid expenses and other current assets


881



1,691Total current assets


28,446



26,616Property and equipment, net of accumulated depreciation and
    amortization


60,312



83,798Notes receivable-related party


16



32Restricted cash


327



411Other assets


471



983Total assets

$
89,572


$
111,840Current liabilities:Accounts payable

$
8,229


$
9,650Accrued compensation


6,241



7,864Accrued expenses


8,317



9,318Deferred revenue


9,473



9,988Total current liabilities


32,260



36,820Asset retirement liability


1,035



989Deferred rent liability


9,245



11,271Deferred revenue


2,538



2,854Income tax liability


486



473Minority interests in affiliates


71



144Total long term liabilities


13,375



15,731Commitments and contingenciesShareholders equity:Preferred stock, par value $.01, 20,000 shares authorized;
    no shares issued and outstanding






Common stock, par value $.01, 200,000 shares authorized;
    19,371 shares issued and outstanding at December 28,
    2008 and December 30, 2007


194



194Additional paid-in capital


125,222



124,232Accumulated deficit


(81,479
)


(65,137
)Total shareholders equity


43,937



59,289Total liabilities and shareholders equity

$
89,572


$
111,840    28




---



##### Table of Contents



Caribou
    Coffee Company, Inc. and Affiliates
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)Consolidated Statements of Operations
  Years EndedDecember 28,


December 30,2008


2007In thousands except per share dataCoffeehouse sales, net

$
229,092


$
240,267Commercial and franchise sales, net


24,807



16,567Net sales


253,899



256,834Cost of sales and related occupancy costs


109,632



108,358Operating expenses


100,309



107,062Opening expenses


230



502Depreciation and amortization


24,928



32,150General and administrative expenses


29,145



32,324Closing expense and disposal of assets


5,113



6,839Operating loss


(15,458
)


(30,401
)Other income (expense):Interest income


25



181Interest expense


(810
)


(576
)Loss before provision (benefit) for income taxes and minority
    interest


(16,243
)


(30,796
)Provision (benefit) for income taxes


36



(297
)Loss before minority interest


(16,279
)


(30,499
)Minority interest


63



164Net loss

$
(16,342
)

$
(30,663
)Net loss per share:Net loss

$
(0.84
)

$
(1.59
)Basic and diluted weighted average number of shares outstanding


19,371



19,333    29




---



##### 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
  Common Stock


AdditionalNumber of





Paid-in


Accumulated


ShareholdersShares


Amount


Capital


Deficit


EquityIn thousandsBalance, January 1, 2007


19,285


$
193


$
122,154


$
(33,944
)

$
88,403Share based compensation










769







769Exercise of stock options


84



1



523







524Shareholder contribution










786







786Impact of adopting FASB Interpretation No. 48














(530
)


(530
)Net loss














(30,663
)


(30,663
)Balance, December 30, 2007


19,371



194



124,232



(65,137
)


59,289Share based compensation










753







753Shareholder contribution










237







237Net loss














(16,342
)


(16,342
)Balance, December 28, 2008


19,371


$
194


$
125,222


$
(81,479
)

$
43,937    30




---



##### Table of Contents



Caribou
    Coffee Company, Inc. and Affiliates
    (A Majority Owned Subsidiary of Caribou Holding Company
    Limited)Consolidated Statements of Cash Flows
  Years EndedDecember 28,


December 30,2008


2007In thousandsOperating activitiesNet loss

$
(16,342
)

$
(30,663
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


27,139



34,362Amortization of deferred financing fees


459



344Minority interests in affiliates


63



164Provision for closing expense and asset disposals


1,065



3,349Shareholder contribution


237



786Stock-based compensation


753



769Non cash accretion expense


46



117Changes in operating assets and liabilities:Restricted cash






(125
)Accounts receivable and other receivables


(1,550
)


(1,213
)Income tax receivable


89



(149
)Inventories


11



66Prepaid expenses and other assets


978



(278
)Accounts payable


(1,421
)


(32
)Accrued compensation


(1,623
)


2,187Accrued expenses and income tax liability


(2,052
)


1,370Deferred revenue


(831
)


920Net cash provided by operating activities


7,021



11,974Investing activitiesPayments for property and equipment


(5,933
)


(17,185
)Proceeds from the disposal of property


253



Decrease in restricted cash


84



Net cash used in investing activities


(5,596
)


(17,185
)Financing activitiesDistribution of minority interests earnings


(136
)


(179
)Issuance of common stock






524Payment of debt financing fees


(115
)


Proceeds from short term borrowings


3,000



Repayments of short term borrowings


(3,000
)


Net cash (used) provided by financing activities


(251
)


345Increase (decrease) in cash and cash equivalents


1,174



(4,866
)Cash and cash equivalents at beginning of year


9,886



14,752Cash and cash equivalents at end of year

$
11,060


$
9,886Supplemental disclosure of cash flow informationCash paid (received) during the year for:Interest

$
351


$
232Income taxes


(12
)


123Accrual for leasehold improvements, furniture, and equipment

$
4


$
1,245    31




---



##### 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
   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)
  Inventories
  (first-in,
  Accounts
    Receivable
    Other
    Receivables
    Property
    and Equipment
    Accounting for Conditional Asset Retirement
    Obligations  an interpretation of FASB Statement
    No. 143.
    Deferred
    Financing Fees
   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)
  Impairment
    of Long-Lived Assets and Long-Lived Assets to Be Disposed
    Of
    Stock
    Compensation
    Share Based Payment Accounting for Stock-Based
    Compensation Accounting
    for Stock Issued to Employees
  Coffeehouse
    Preopening and Closing Expenses
  start-up
  Revenue
    Recognition
       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)
      Advertising
    Operating
    Leases and Rent Expense
  Accounting for Leases Bulletin No. 85-3, Accounting for Operating Leases With Scheduled Rent
    Increases.
  Income
    Taxes
  Accounting for
    Income Taxes
  Accounting for Uncertainty in
    Income Taxes
  Net
    Loss Per Share
   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)
  2.
    Impairments,
    Coffeehouse Closings and Asset Disposals    Accounting for Costs Associated with Exit or Disposal
    Activities.
    Years EndedDecember 28,


December 30,2008


2007Coffeehouse closures


25



28Amount charged to operations for closed coffeehouses:Cost to consolidate facilities

$



$
(203
)Lease costs associated with lease termination cash impact


4,048



3,076Lease reserve  non cash impact


225



Cash closure costs for equipment removal from closed coffeehouses






617Net book value of closed coffeehouse property and equipment


840



2,971Amount charged to operations for other property and equipment
    write-offs






378Coffeehouse closing expense and disposal of assets

$
5,113


$
6,839    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)
    Balance at


AdditionsBeginning of


Charged to


Deductions from


Balance atYear Ended:

Year


Expense


Reserves


End of YearDecember 28, 2008Exit costs

$
467


$
4,273


$
4,518


$
222Severance


1,353



1,780



2,417



716Total

$
1,820


$
3,004


$
3,886


$
938December 30, 2007Exit costs

$
512


$
3,076


$
3,121


$
467Severance






1,353







1,353Total

$
512


$
4,226


$
2,918


$
1,820       3.
    Recent
    Accounting Pronouncements  Fair Value Measurement FSP-FAS 157-2,
  Noncontrolling Interests in Consolidated Financial Statements
 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)
  4.
    Restricted
    Cash    5.
    Inventories    December 28,


December 30,2008


2007Coffee

$
4,652


$
3,485Merchandise held for sale


2,843



4,346Supplies


2,723



2,398$
10,218


$
10,229     6.
    Property
    and Equipment    December 28,


December 30,2008


2007Leasehold improvements

$
87,499


$
90,400Furniture, fixtures, and equipment


110,724



114,344198,223



204,744Less accumulated depreciation and amortization


(137,911
)


(120,946
)$
60,312


$
83,798     7.
    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)
        December 28,


December 30,2008


2007Revolving credit facility

$



$
     8.
    Equity
    and Stock Based Compensation     39




---



##### 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 EndedDecember 28,

December 30,2008

2007Expected dividend yield

0%

0%Weighted average risk free interest rate

2.95%

4.49%Expected life

5 years

5 yearsVolatility

31%-59%

31%-47%         Weighted


WeightedNumber of


Average


AverageShares


Exercise Price


Contract LifeOutstanding, December 31, 2006


2,422


$
7.43



6.98 YrsGranted


439


$
7.31Exercised


(84
)

$
6.23Forfeited


(206
)

$
7.31Outstanding, 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 YrsOptions vested and expected to vest at December 28, 2008


1,935


$
4.99



7.74 YrsOptions vested at December 28, 2008


830


$
7.67



5.53 Yrs    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)
      Options Outstanding


Options ExercisableWeighted AverageNumber of Options


Remaining


Weighted Average


Number of Options


Weighted AverageRange of Exercise Prices

Outstanding


Contractual Life


Exercise Price


Exercisable


Exercise Price$1.06 - $4.08


1,159



9.62 years


$
2.27






$
$4.09 - $6.56


248



4.00 years


$
5.73



193


$
5.65$6.57 - $9.04


786



6.97 years


$
7.47



444


$
7.29$9.05 - $11.52


213



6.60 years


$
9.85



159


$
9.86$11.53 - $14.00


45



6.76 years


$
14.00



34


$
14.00Total


2,451



7.89 years


$
5.16



830


$
7.67   9.
    Leasing
    Arrangements and Commitments      Years EndedDecember 28,


December 30,2008


2007Minimum rentals

$
25,327


$
20,588Contingent rentals


2,029



2,14627,356



22,734Less sublease rentals


(729
)


(340
)$
26,627


$
22,394     2009

$
20,4692010


19,3052011


17,8802012


15,8722013


13,380Thereafter


29,840$
116,746  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)
    10.
    Income
    Taxes    Years EndedDecember 28


December 30,2008


2007Current:U.S. Federal

$



$
(261
)State


23



(52
)Foreign


13



16$
36


$
(297
)     Years EndedDecember 28,


December 30,2008


2007Tax at U.S. Federal statutory rate

$
(5,549
)

$
(10,526
)Tax at State statutory rate net of federal benefit


(859
)


(1,690
)State tax expense


65



85Foreign tax


13



17Permanent differences


30



13Changes in valuation allowance


6,378



12,206(Decrease) increase to reserve for tax contingencies


(42
)


(399
)Other, net






(3
)$
36


$
(297
)      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)
    December 28,


December 30,2008


2007Depreciation

$
9,985


$
7,667Deferred rent on leases


(180
)


414Net operating loss carryforwards


15,043



10,919Coffeehouse closing and asset reserves


75



159Accrued expenses


2,316



1,991Deferred revenue


1,350



1,524Other


1,018



919State deferred (excluding state loss carryforwards)


2,296



1,932Gross deferred income tax assets


31,903



25,525Less deferred income tax asset valuation allowance


(31,903
)


(25,525
)Net deferred income tax assets

$



$
       Year EndedDecember 28,


December 30,2008


2007Beginning balance

$
3,401


$
4,759Prior year positions






(32
)Current year positions


43



(960
)Expiration of statute of limitations


(206
)


(365
)Ending balance

$
3,238


$
3,401        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)
    11.
    Related
    Party Transactions  Notes
    from Affiliates
      12.
    Employee
    Benefit Plan    13.
    Master
    Franchise Agreement         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)
    14.
    Net Loss
    Per Share    December 28,


December 30,2008


2007Net loss

$
(16,342
)

$
(30,663
)Weighted average number of shares outstanding (for basic
    calculation)


19,371



19,333Effects of dilutive stock options






Weighted average number of shares outstanding (for diluted
    calculation)


19,371



19,333Net loss per share  basic and diluted

$
(0.84
)

$
(1.59
)     15.
    Commitments
    and Contingencies        16.
    Segment
    Reporting   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)
    Retail
    Coffeehouses
    Commercial
    Franchise
      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

$
2,639


$
98


$
1


$
1,954


$
4,692  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)
  Fiscal
    2007
  UnallocatedRetail


Commercial


Franchise


Corporate


TotalNet sales

$
240,267


$
12,427


$
4,140


$



$
256,834Costs of sales and related occupancy costs


98,377



7,819



2,162







108,358Operating expenses


103,521



2,324



1,217







107,062Opening expenses


493







9







502Depreciation and amortization


32,116



25



9







32,150General and administrative expenses


10,057











22,267



32,324Closing expense and disposal of assets


7,042











(203
)


6,839Operating income (loss)

$
(11,339
)

$
2,259


$
743


$
(22,064
)

$
(30,401
)Identifiable assets

$
73,700


$
66


$
17


$
10,015


$
83,798Net impairment

$
10,372


$



$



$



$
10,372Net capital expenditures

$
13,254


$



$



$
3,931


$
17,185     17.
    Selected
    Quarterly Financial Data (Unaudited) (in thousands except per
    share data)  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


(6,406
)


(2,432
)


(8,766
)


1,262Net (loss) income per shareBasic


(0.33
)


(0.13
)


(0.45
)


0.07Diluted


(0.33
)


(0.13
)


(0.45
)


0.07   Fiscal QuartersYear Ended December 31, 2007

First


Second


Third


FourthNet sales

$
61,853


$
62,847


$
61,981


$
70,153Cost of sales and related occupancy costs


25,514



26,519



26,756



29,567Operating loss


(3,108
)


(4,032
)


(8,378
)


(14,883
)(1)Net loss


(3,251
)


(3,891
)


(8,463
)


(15,058
)(1)Net loss per shareBasic


(0.17
)


(0.20
)


(0.44
)


(0.78
)Diluted


(0.17
)


(0.20
)


(0.44
)


(0.78
)     (1)
    
    During the fourth quarter of fiscal year 2007 the Company
    recognized the following:         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 YearIn thousandsDecember 30, 2007Allowance for doubtful accounts

$
13


$
5


$
10
(1)

$
8Deferred income tax asset valuation allowance

$
13,319


$
12,206


$



$
25,525December 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



About Us 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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##### Table of Contents



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


27Consolidated Balance Sheets as of
    December 28, 2008 and December 30, 2007


28Consolidated Statements of Operations for the
    Years Ended December 28, 2008 and December 30, 2007


29Consolidated Statements of Changes in
    Shareholders Equity for the Years Ended December 28,
    2008 and December 30, 2007


30Consolidated Statements of Cash Flows for the
    Years Ended December 28, 2008 and December 30, 2007


31Notes to Consolidated Financial Statements


32(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
.8*



Amended and Restated Employment Agreement between Caribou Coffee
    Company, Inc. and Michael J. Coles, dated June 29, 2005
    (incorporated by reference to Exhibit 10.9 to the
    Companys Registration Statement on
    Form S-1
    filed July 19, 2005).10
.9*



Employment Agreement between Caribou Coffee Company, Inc. and
    Amy K. ONeil, dated July 18, 2005 (incorporated by
    reference to Exhibit 10.12 to the Companys
    Registration Statement on
    Form S-1
    filed July 19, 2005).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). 51




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##### Table of Contents



ExhibitNumber



Description of Exhibits10
.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
.12*



Offer Letter from Caribou Coffee Company, Inc. to Kathy F.
    Hollenhorst, dated April 13, 2005 (incorporated by
    reference to Exhibit 10.17 to the Companys
    Registration Statement on
    Form S-1/A
    filed August 25, 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).10
.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
.23*



Offer Letter from Caribou Coffee Company, Inc. to Rosalyn
    Mallet, dated February 28, 2007 (incorporated by reference
    to Exhibit 10.1 of the Companys
    Form 8-K/A
    filed on April 30, 2007).10
.24*



Letter Agreement modifying Mr. Coles amended and
    restated employment agreement between Caribou Coffee Company,
    Inc. and Michael J. Coles, dated November 12, 2007
    (incorporated by reference to Exhibit 10.1 of the
    Companys
    Form 8-K
    filed on November 13, 2007).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). 52




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##### Table of Contents



ExhibitNumber



Description of Exhibits10
.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, 200810
.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, 200821
.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 2002.32
.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 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 20, 2009/s/  TIMOTHY
    J. HENNESSYTimothy
    J. Hennessy

Chief Financial Officer
    (principal financial officer)

March 20, 2009/s/  NATHAN
    G. HJELSETHNathan
    G. Hjelseth

Controller
    (principal accounting officer)

March 20, 2009/s/  GARY
    A. GRAVESGary
    A. Graves

Non-Executive Chairman
    of the Board of Directors

March 20, 2009/s/  CHARLES
    H. OGBURNCharles
    H. Ogburn

Director

March 20, 2009/s/  CHARLES
    L. GRIFFITHCharles
    L. Griffith

Director

March 20, 2009/s/  SARAH
    PALISI CHAPINSarah
    Palisi Chapin

Director

March 20, 2009/s/  KIP
    R. CAFFEYKip
    R. Caffey

Director

March 20, 2009/s/  WALLACE
    B. DOOLINWallace
    B. Doolin

Director

March 20, 2009/s/  MICHAEL
    J. COLESMichael
    J. Coles

Director

March 20, 2009  54