##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the quarterly period ended September 27, 2009
 Commission
File Number 0-9286
 COCA-COLA BOTTLING CO. CONSOLIDATED
  Delaware
    
    56-0950585(State or other jurisdiction of incorporation or 
organization)
    
    (I.R.S. Employer Identification No.)
 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
 704) 557-4400
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o
 o þ
  Class
    
    Outstanding at October 30, 2009Common Stock, $1.00 Par Value
    
    7,141,447Class B Common Stock, $1.00 Par Value
    
    2,021,882




---



##### 



COCA-COLA BOTTLING CO. CONSOLIDATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 2009
 INDEX
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Statements of Operations
    
    
    3Consolidated Balance Sheets
    
    
    4Consolidated Statements of Changes in Equity
    
    
    6Consolidated Statements of Cash Flows
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    38Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    63Item 4.
    
    Controls and Procedures
    
    
    64PART II  OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    65Item 6.
    
    Exhibits
    
    
    66Signatures
    
    
    67EX-12EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Item 1. Financial Statements.
 
 
 Third  Quarter
    
    
    First Nine Months2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    374,556
    
    
    $
    381,563
    
    
    $
    1,088,566
    
    
    $
    1,115,240Cost of sales
    
    
    217,236
    
    
    
    225,736
    
    
    
    623,990
    
    
    
    647,615Gross margin
    
    
    157,320
    
    
    
    155,827
    
    
    
    464,576
    
    
    
    467,625Selling, delivery and administrative expenses
    
    
    131,024
    
    
    
    149,384
    
    
    
    386,461
    
    
    
    421,300Income from operations
    
    
    26,296
    
    
    
    6,443
    
    
    
    78,115
    
    
    
    46,325Interest expense
    
    
    8,866
    
    
    
    9,406
    
    
    
    28,059
    
    
    
    29,789Income (loss) before income taxes
    
    
    17,430
    
    
    
    (2,963
    )
    
    
    50,056
    
    
    
    16,536Income tax provision (benefit)
    
    
    1,043
    
    
    
    (523
    )
    
    
    11,928
    
    
    
    7,135Net income (loss)
    
    
    16,387
    
    
    
    (2,440
    )
    
    
    38,128
    
    
    
    9,401Less: Net income attributable to the
noncontrolling interest
    
    
    959
    
    
    
    705
    
    
    
    1,982
    
    
    
    1,726Net income (loss) attributable to 
Coca-Cola
Bottling Co. Consolidated
    
    $
    15,428
    
    
    $
    (3,145
    )
    
    $
    36,146
    
    
    $
    7,675Basic net income (loss) per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    3.94
    
    
    $
    .84Weighted average number of Common Stock
shares outstanding
    
    
    7,141
    
    
    
    6,644
    
    
    
    7,047
    
    
    
    6,644Class B Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    3.94
    
    
    $
    .84Weighted average number of Class B Common
Stock shares outstanding
    
    
    2,022
    
    
    
    2,500
    
    
    
    2,117
    
    
    
    2,500Diluted net income (loss) per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    3.93
    
    
    $
    .84Weighted average number of Common Stock
shares outstanding  assuming dilution
    
    
    9,203
    
    
    
    9,144
    
    
    
    9,194
    
    
    
    9,159Class B Common Stock
    
    $
    1.67
    
    
    $
    (.34
    )
    
    $
    3.92
    
    
    $
    .83Weighted average number of Class B Common
Stock shares outstanding  assuming dilution
    
    
    2,062
    
    
    
    2,500
    
    
    
    2,147
    
    
    
    2,515Cash dividends per share:Common Stock
    
    $
    .25
    
    
    $
    .25
    
    
    $
    .75
    
    
    $
    .75Class B Common Stock
    
    $
    .25
    
    
    $
    .25
    
    
    $
    .75
    
    
    $
    .75
  3




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedSept. 27,
    
    
    Dec. 28,
    
    
    Sept. 28,2009
    
    
    2008
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    25,062
    
    
    $
    45,407
    
    
    $
    20,583Restricted cash
    
    
    4,512
    
    
    
    
    
    
    
    Accounts receivable, trade, less allowance for doubtful
accounts of $1,971, $1,188 and $1,043, respectively
    
    
    96,263
    
    
    
    99,849
    
    
    
    105,580Accounts receivable from The Coca-Cola Company
    
    
    17,460
    
    
    
    3,454
    
    
    
    12,661Accounts receivable, other
    
    
    17,015
    
    
    
    12,990
    
    
    
    11,539Inventories
    
    
    67,762
    
    
    
    65,497
    
    
    
    65,595Prepaid expenses and other current assets
    
    
    25,398
    
    
    
    21,121
    
    
    
    19,334Total current assets
    
    
    253,472
    
    
    
    248,318
    
    
    
    235,292Property, plant and equipment, net
    
    
    319,456
    
    
    
    338,156
    
    
    
    351,575Leased property under capital leases, net
    
    
    52,727
    
    
    
    66,730
    
    
    
    67,763Other assets
    
    
    46,001
    
    
    
    33,937
    
    
    
    36,365Franchise rights, net
    
    
    520,672
    
    
    
    520,672
    
    
    
    520,672Goodwill, net
    
    
    102,049
    
    
    
    102,049
    
    
    
    102,049Other identifiable intangible assets, net
    
    
    5,489
    
    
    
    5,910
    
    
    
    3,973Total
    
    $
    1,299,866
    
    
    $
    1,315,772
    
    
    $
    1,317,689
  4




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedSept. 27,
    
    
    Dec. 28,
    
    
    Sept. 28,2009
    
    
    2008
    
    
    2008LIABILITIES AND EQUITYCurrent Liabilities:Current portion of debt
    
    $
    
    
    
    $
    176,693
    
    
    $
    176,693Current portion of obligations under capital leases
    
    
    3,759
    
    
    
    2,781
    
    
    
    2,735Accounts payable, trade
    
    
    32,597
    
    
    
    42,383
    
    
    
    37,071Accounts payable to The Coca-Cola Company
    
    
    43,601
    
    
    
    35,311
    
    
    
    38,346Other accrued liabilities
    
    
    64,208
    
    
    
    57,504
    
    
    
    61,654Accrued compensation
    
    
    23,195
    
    
    
    23,285
    
    
    
    17,563Accrued interest payable
    
    
    12,487
    
    
    
    8,139
    
    
    
    15,060Total current liabilities
    
    
    179,847
    
    
    
    346,096
    
    
    
    349,122Deferred income taxes
    
    
    142,239
    
    
    
    139,338
    
    
    
    163,403Pension and postretirement benefit obligations
    
    
    99,066
    
    
    
    107,005
    
    
    
    34,560Other liabilities
    
    
    103,788
    
    
    
    107,037
    
    
    
    109,720Obligations under capital leases
    
    
    60,247
    
    
    
    74,833
    
    
    
    75,545Long-term debt
    
    
    552,882
    
    
    
    414,757
    
    
    
    414,757Total liabilities
    
    
    1,138,069
    
    
    
    1,189,066
    
    
    
    1,147,107Commitments and Contingencies(Note 14)Equity:Common Stock, $1.00 par value:Authorized  30,000,000 shares;Issued  10,203,821, 9,706,051 and 9,706,051 shares,
respectively
    
    
    10,204
    
    
    
    9,706
    
    
    
    9,706Class B Common Stock, $1.00 par value:Authorized  10,000,000 shares;Issued  2,649,996, 3,127,766 and 3,127,766 shares,
respectively
    
    
    2,649
    
    
    
    3,127
    
    
    
    3,127Capital in excess of par value
    
    
    103,562
    
    
    
    103,582
    
    
    
    102,449Retained earnings
    
    
    108,295
    
    
    
    79,021
    
    
    
    79,891Accumulated other comprehensive loss
    
    
    (54,038
    )
    
    
    (57,873
    )
    
    
    (13,068
    )170,672
    
    
    
    137,563
    
    
    
    182,105Less-Treasury stock, at cost:Common  3,062,374 shares
    
    
    60,845
    
    
    
    60,845
    
    
    
    60,845Class B Common  628,114 shares
    
    
    409
    
    
    
    409
    
    
    
    409Total equity of Coca-Cola Bottling Co. Consolidated
    
    
    109,418
    
    
    
    76,309
    
    
    
    120,851Noncontrolling interest
    
    
    52,379
    
    
    
    50,397
    
    
    
    49,731Total equity
    
    
    161,797
    
    
    
    126,706
    
    
    
    170,582Total
    
    $
    1,299,866
    
    
    $
    1,315,772
    
    
    $
    1,317,689
  5




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##### Table of Contents



Capital
    
    
    
    
    
    
    AccumulatedClass B
    
    
    in
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon
    
    
    Common
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    Equity
    
    
    Noncontrolling
    
    
    TotalStock
    
    
    Stock
    
    
    Par Value
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    of CCBCC
    
    
    Interest
    
    
    EquityBalance on
Dec. 30, 2007
    
    $
    9,706
    
    
    $
    3,107
    
    
    $
    102,469
    
    
    $
    79,227
    
    
    $
    (12,751
    )
    
    $
    (61,254
    )
    
    $
    120,504
    
    
    $
    48,005
    
    
    $
    168,509Comprehensive
income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,675
    
    
    
    
    
    
    
    
    
    
    
    7,675
    
    
    
    1,726
    
    
    
    9,401Foreign currency
translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    (3
    )Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (200
    )
    
    
    
    
    
    
    (200
    )
    
    
    
    
    
    
    (200
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,472
    
    
    
    1,726
    
    
    
    9,198Adjustment to change
measurement date for
pension and postretirement
remeaurement adjustment,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (153
    )
    
    
    (114
    )
    
    
    
    
    
    
    (267
    )
    
    
    
    
    
    
    (267
    )Cash dividends paid 

Common ($.75 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,983
    )
    
    
    
    
    
    
    
    
    
    
    (4,983
    )
    
    
    
    
    
    
    (4,983
    )Class B Common

($.75 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,875
    )
    
    
    
    
    
    
    
    
    
    
    (1,875
    )
    
    
    
    
    
    
    (1,875
    )Issuance of 20,000
shares of Class B
Common Stock
    
    
    
    
    
    
    20
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance on
Sept. 28, 2008
    
    $
    9,706
    
    
    $
    3,127
    
    
    $
    102,449
    
    
    $
    79,891
    
    
    $
    (13,068
    )
    
    $
    (61,254
    )
    
    $
    120,851
    
    
    $
    49,731
    
    
    $
    170,582Balance on
Dec. 28, 2008
    
    $
    9,706
    
    
    $
    3,127
    
    
    $
    103,582
    
    
    $
    79,021
    
    
    $
    (57,873
    )
    
    $
    (61,254
    )
    
    $
    76,309
    
    
    $
    50,397
    
    
    $
    126,706Comprehensive
income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,146
    
    
    
    
    
    
    
    
    
    
    
    36,146
    
    
    
    1,982
    
    
    
    38,128Foreign currency
translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,834
    
    
    
    
    
    
    
    3,834
    
    
    
    
    
    
    
    3,834Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,981
    
    
    
    1,982
    
    
    
    41,963Cash dividends paid 

Common ($.75 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,232
    )
    
    
    
    
    
    
    
    
    
    
    (5,232
    )
    
    
    
    
    
    
    (5,232
    )Class B Common

($.75 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,640
    )
    
    
    
    
    
    
    
    
    
    
    (1,640
    )
    
    
    
    
    
    
    (1,640
    )Issuance of 20,000
shares of Class B
Common Stock
    
    
    
    
    
    
    20
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Class B
Common Stock into
Common Stock
    
    
    498
    
    
    
    (498
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance on
Sept. 27, 2009
    
    $
    10,204
    
    
    $
    2,649
    
    
    $
    103,562
    
    
    $
    108,295
    
    
    $
    (54,038
    )
    
    $
    (61,254
    )
    
    $
    109,418
    
    
    $
    52,379
    
    
    $
    161,797
  6




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##### Table of Contents



First Nine Months2009
    
    
    2008Cash Flows from Operating ActivitiesNet income
    
    $
    38,128
    
    
    $
    9,401Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation expense
    
    
    45,526
    
    
    
    50,386Amortization of intangibles
    
    
    421
    
    
    
    329Deferred income taxes
    
    
    6,470
    
    
    
    1,044Losses on sale of property, plant and equipment
    
    
    767
    
    
    
    1,117Amortization of debt costs
    
    
    1,811
    
    
    
    1,834Amortization of deferred gain related to terminated
interest rate agreements
    
    
    (1,770
    )
    
    
    (1,311
    )Provision for liabilities to exit from multi-employer pension plan
    
    
    
    
    
    
    13,812Stock compensation expense
    
    
    1,464
    
    
    
    Increase in current assets less current liabilities
    
    
    (7,605
    )
    
    
    (2,828
    )Increase in other noncurrent assets
    
    
    (12,606
    )
    
    
    (1,341
    )Decrease in other noncurrent liabilities
    
    
    (14,271
    )
    
    
    (9,423
    )Other
    
    
    1
    
    
    
    (170
    )Total adjustments
    
    
    20,208
    
    
    
    53,449Net cash provided by operating activities
    
    
    58,336
    
    
    
    62,850Cash Flows from Investing ActivitiesAdditions to property, plant and equipment
    
    
    (29,776
    )
    
    
    (41,175
    )Proceeds from the sale of property, plant and equipment
    
    
    4,942
    
    
    
    1,126Investment in a plastic bottle manufacturing cooperative
    
    
    
    
    
    
    (968
    )Investment in restricted cash
    
    
    (4,512
    )
    
    
    Net cash used in investing activities
    
    
    (29,346
    )
    
    
    (41,017
    )Cash Flows from Financing ActivitiesProceeds from the issuance of long-term debt, net
    
    
    108,062
    
    
    
    Borrowing under revolving credit facility
    
    
    30,000
    
    
    
    Payment of current portion of long-term debt
    
    
    (176,693
    )
    
    
    Payment of lines of credit
    
    
    
    
    
    
    (7,400
    )Cash dividends paid
    
    
    (6,872
    )
    
    
    (6,858
    )Principal payments on capital lease obligations
    
    
    (2,364
    )
    
    
    (1,935
    )Proceeds from the termination of interest rate swap agreements
    
    
    
    
    
    
    5,142Payments for the termination of interest rate lock agreements
    
    
    (340
    )
    
    
    Debt issuance costs paid
    
    
    (1,042
    )
    
    
    Other
    
    
    (86
    )
    
    
    (70
    )Net cash used in financing activities
    
    
    (49,335
    )
    
    
    (11,121
    )Net increase (decrease) in cash
    
    
    (20,345
    )
    
    
    10,712Cash at beginning of period
    
    
    45,407
    
    
    
    9,871Cash at end of period
    
    $
    25,062
    
    
    $
    20,583Significant non-cash investing and financing activities:Issuance of Class B Common Stock in connection with stock award
    
    $
    1,130
    
    
    $
    1,171Capital lease obligations incurred
    
    
    660
    
    
    
    
  7




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##### Table of Contents



8




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##### Table of Contents



Sept. 27,
    
    Dec. 28,
    
    Sept. 28,In Thousands
    
    2009
    
    2008
    
    2008Finished products
    
    $
    40,576
    
    
    $
    36,418
    
    
    $
    40,250Manufacturing materials
    
    
    7,968
    
    
    
    12,620
    
    
    
    7,261Plastic shells, plastic pallets and other inventories
    
    
    19,218
    
    
    
    16,459
    
    
    
    18,084Total inventories
    
    $
    67,762
    
    
    $
    65,497
    
    
    $
    65,595
 9




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##### Table of Contents



Sept. 27,
    
    Dec. 28,
    
    Sept. 28,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesLand
    
    $
    12,167
    
    
    $
    12,167
    
    
    $
    12,212Buildings
    
    
    110,059
    
    
    
    109,384
    
    
    
    110,708
    
    
    10-50 yearsMachinery and equipment
    
    
    124,410
    
    
    
    118,934
    
    
    
    118,154
    
    
    5-20 yearsTransportation equipment
    
    
    165,867
    
    
    
    176,084
    
    
    
    179,787
    
    
    4-17 yearsFurniture and fixtures
    
    
    37,363
    
    
    
    38,254
    
    
    
    38,877
    
    
    4-10 yearsCold drink dispensing equipment
    
    
    309,727
    
    
    
    319,188
    
    
    
    327,054
    
    
    6-15 yearsLeasehold and land improvements
    
    
    61,937
    
    
    
    60,142
    
    
    
    60,979
    
    
    5-20 yearsSoftware for internal use
    
    
    65,022
    
    
    
    59,786
    
    
    
    58,611
    
    
    3-10 yearsConstruction in progress
    
    
    2,426
    
    
    
    4,891
    
    
    
    4,082Total property, plant and equipment, at cost
    
    
    888,978
    
    
    
    898,830
    
    
    
    910,464Less: Accumulated depreciation
and amortization
    
    
    569,522
    
    
    
    560,674
    
    
    
    558,889Property, plant and equipment, net
    
    $
    319,456
    
    
    $
    338,156
    
    
    $
    351,575
     Sept. 27,
    
    Dec. 28,
    
    Sept. 28,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesLeased property under capital leases
    
    $
    76,877
    
    
    $
    88,619
    
    
    $
    88,619
    
    
    3-20 yearsLess: Accumulated amortization
    
    
    24,150
    
    
    
    21,889
    
    
    
    20,856Leased property under capital leases, net
    
    $
    52,727
    
    
    $
    66,730
    
    
    $
    67,763
   10




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##### Table of Contents



Sept. 27,
    
    Dec. 28,
    
    Sept. 28,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesOther identifiable intangible assets
    
    $
    8,665
    
    
    $
    8,909
    
    
    $
    6,599
    
    
    1-20 yearsLess: Accumulated amortization
    
    
    3,176
    
    
    
    2,999
    
    
    
    2,626Other identifiable intangible assets, net
    
    $
    5,489
    
    
    $
    5,910
    
    
    $
    3,973
    Sept. 27,
    
    Dec. 28,
    
    Sept. 28,In Thousands
    
    2009
    
    2008
    
    2008Accrued marketing costs
    
    $
    9,987
    
    
    $
    9,001
    
    
    $
    9,121Accrued insurance costs
    
    
    17,940
    
    
    
    17,132
    
    
    
    16,558Accrued taxes (other than income taxes)
    
    
    2,480
    
    
    
    374
    
    
    
    2,517Accrued income taxes
    
    
    3,000
    
    
    
    
    
    
    
    3,840Employee benefit plan accruals
    
    
    12,126
    
    
    
    8,626
    
    
    
    11,010Checks and transfers yet to be presented for payment from
zero balance cash account
    
    
    11,950
    
    
    
    11,074
    
    
    
    10,235All other accrued liabilities
    
    
    6,725
    
    
    
    11,297
    
    
    
    8,373Total other accrued liabilities
    
    $
    64,208
    
    
    $
    57,504
    
    
    $
    61,654
 11




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##### Table of Contents



Interest
    
    Interest
    
    Sept. 27,
    
    Dec. 28,
    
    Sept. 28,In Thousands
    
    Maturity
    
    Rate
    
    Paid
    
    2009
    
    2008
    
    2008Revolving Credit Facility
    
    
    2012
    
    
    
    .66
    %
    
    Varies
    
    $
    30,000
    
    
    $
    
    
    
    $
    Debentures
    
    
    2009
    
    
    
    7.20
    %
    
    Semi-annually
    
    
    
    
    
    
    57,440
    
    
    
    57,440Debentures
    
    
    2009
    
    
    
    6.375
    %
    
    Semi-annually
    
    
    
    
    
    
    119,253
    
    
    
    119,253Senior Notes
    
    
    2012
    
    
    
    5.00
    %
    
    Semi-annually
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000Senior Notes
    
    
    2015
    
    
    
    5.30
    %
    
    Semi-annually
    
    
    100,000
    
    
    
    100,000
    
    
    
    100,000Senior Notes
    
    
    2016
    
    
    
    5.00
    %
    
    Semi-annually
    
    
    164,757
    
    
    
    164,757
    
    
    
    164,757Senior Notes
    
    
    2019
    
    
    
    7.00
    %
    
    Semi-annually
    
    
    110,000
    
    
    
    
    
    
    
    Unamortized discount
on Senior Notes
    
    
    2019
    
    
    
    
    
    
    
    
    
    
    
    (1,875
    )
    
    
    
    
    
    
    552,882
    
    
    
    591,450
    
    
    
    591,450Less: Current portion of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,693
    
    
    
    176,693Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    552,882
    
    
    $
    414,757
    
    
    $
    414,757
  12




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Interest
   13




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##### Table of Contents



Commodities
    Third QuarterIn Thousands
    
    Classification of Gain (Loss)
    
    2009
    
    2008Fuel Hedges
    
    Selling, delivery and administrative expenses
    
    $
    (635
    )
    
    $
    (583
    )Aluminum Hedges
    
    Cost of sales
    
    
    1,440
    
    
    
    Total Net Gain (Loss)
    
    
    
    
    
    $
    805
    
    
    $
    (583
    )
 14




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##### Table of Contents



First Nine MonthsIn Thousands
    
    Classification of Gain
    
    2009
    
    2008Fuel Hedges
    
    Selling, delivery and administrative expenses
    
    $
    1,974
    
    
    $
    1,206Aluminum Hedges
    
    Cost of sales
    
    
    5,326
    
    
    
    Total Net Gains
    
    
    
    $
    7,300
    
    
    $
    1,206
  Classification of
    
    Sept. 27,In Thousands
    
    Derivative Instruments
    
    2009AssetsFuel hedges at fair market value
    
    Prepaid and other assets
    
    $
    584Aluminum hedges at fair market value
    
    Prepaid and other assets
    
    
    968Unamortized cost of fuel hedging agreements
    
    Prepaid and other assets
    
    
    859Unamortized cost of aluminum hedging agreements
    
    Prepaid and other assets
    
    
    716Fuel hedges at fair market value
    
    Other assets
    
    
    353Aluminum hedges at fair market value
    
    Other assets
    
    
    4,358Unamortized cost of fuel hedging agreements
    
    Other assets
    
    
    246Unamortized cost of aluminum hedging agreements
    
    Other assets
    
    
    2,935
  Notional
    
    LatestIn Thousands
    
    Amount
    
    MaturityFuel hedging agreements
    
    $
    16,831
    
    
    December 2010Aluminum hedging agreements
    
    
    53,253
    
    
    December 2011
   Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable
  Public Debt Securities
  15




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##### Table of Contents



Non-Public Variable Rate Debt
  Deferred Compensation Plan Assets/Liabilities
  Derivative Financial Instruments
  Letters of Credit
   Sept. 27, 2009
    
    Dec. 28, 2008
    
    Sept. 28, 2008Carrying
    
    Fair
    
    Carrying
    
    Fair
    
    Carrying
    
    FairIn Thousands
    
    Amount
    
    Value
    
    Amount
    
    Value
    
    Amount
    
    ValuePublic debt securities
    
    $
    522,882
    
    
    $
    559,627
    
    
    $
    591,450
    
    
    $
    559,963
    
    
    $
    591,450
    
    
    $
    550,420Non-public variable rate debt
    
    
    30,000
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred compensation plan
assets/liabilities
    
    
    7,996
    
    
    
    7,996
    
    
    
    5,446
    
    
    
    5,446
    
    
    
    6,444
    
    
    
    6,444Fuel hedging agreements
    
    
    (937
    )
    
    
    (937
    )
    
    
    1,985
    
    
    
    1,985
    
    
    
    
    
    
    
    Aluminum hedging agreements
    
    
    (5,326
    )
    
    
    (5,326
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Letters of credit
    
    
    
    
    
    
    25,645
    
    
    
    
    
    
    
    19,274
    
    
    
    
    
    
    
    19,332
   16




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##### Table of Contents



Sept. 27, 2009
    
    Dec. 28, 2008
    
    Sept. 28, 2008In Thousands
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2
    
    Level 1
    Level 2AssetsDeferred compensation plan assets
    
    $
    7,996
    
    
    
    
    
    
    $
    5,446
    
    
    
    
    
    
    $
    6,444Aluminum hedging agreements
    
    
    
    
    
    $
    5,326Fuel hedging agreements
    
    
    
    
    
    
    937LiabilitiesDeferred compensation plan liabilities
    
    
    7,996
    
    
    
    
    
    
    
    5,446
    
    
    
    
    
    
    
    6,444Fuel hedging agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,985
    17




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##### Table of Contents



Sept. 27,
    
    Dec. 28,
    
    Sept. 28,In Thousands
    
    2009
    
    2008
    
    2008Accruals for executive benefit plans
    
    $
    83,825
    
    
    $
    77,299
    
    
    $
    77,601Other
    
    
    19,963
    
    
    
    29,738
    
    
    
    32,119Total other liabilities
    
    $
    103,788
    
    
    $
    107,037
    
    
    $
    109,720
      18




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##### Table of Contents



First Nine MonthsIn Thousands
    
    2009
    
    2008Statutory expense
    
    $
    16,826
    
    
    $
    5,184State income taxes, net of federal effect
    
    
    2,094
    
    
    
    645Manufacturing deduction benefit
    
    
    (1,197
    )
    
    
    (487
    )Meals and entertainment
    
    
    754
    
    
    
    507Adjustment for uncertain tax positions
    
    
    (7,070
    )
    
    
    1,277Other, net
    
    
    521
    
    
    
    9Income tax expense
    
    $
    11,928
    
    
    $
    7,135
 19




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20




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##### Table of Contents



June 28,
    
    Pre-tax
    
    Tax
    
    Sept. 27,In Thousands
    
    2009
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (53,880
    )
    
    $
    2,339
    
    
    $
    (921
    )
    
    $
    (52,462
    )Prior service costs
    
    
    (40
    )
    
    
    4
    
    
    
    (2
    )
    
    
    (38
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,361
    )
    
    
    218
    
    
    
    (86
    )
    
    
    (9,229
    )Prior service costs
    
    
    7,917
    
    
    
    (446
    )
    
    
    176
    
    
    
    7,647Transition asset
    
    
    33
    
    
    
    (6
    )
    
    
    2
    
    
    
    29Foreign currency translation adjustment
    
    
    12
    
    
    
    4
    
    
    
    (1
    )
    
    
    15Total
    
    $
    (55,319
    )
    
    $
    2,113
    
    
    $
    (832
    )
    
    $
    (54,038
    )
 June 29,
    
    Pre-tax
    
    Tax
    
    Sept. 28,In Thousands
    
    2008
    
    Activity
    
    Effect
    
    2008Net pension activity:Actuarial loss
    
    $
    (12,525
    )
    
    $
    111
    
    
    $
    (42
    )
    
    $
    (12,456
    )Prior service costs
    
    
    (49
    )
    
    
    4
    
    
    
    (2
    )
    
    
    (47
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,505
    )
    
    
    229
    
    
    
    (88
    )
    
    
    (9,364
    )Prior service costs
    
    
    9,009
    
    
    
    (446
    )
    
    
    171
    
    
    
    8,734Transition asset
    
    
    49
    
    
    
    (6
    )
    
    
    2
    
    
    
    45Foreign currency translation adjustment
    
    
    30
    
    
    
    (17
    )
    
    
    7
    
    
    
    20Total
    
    $
    (12,991
    )
    
    $
    (125
    )
    
    $
    48
    
    
    $
    (13,068
    )
  Dec. 28,
    
    Pre-tax
    
    Tax
    
    Sept. 27,In Thousands
    
    2008
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (56,717
    )
    
    $
    7,017
    
    
    $
    (2,762
    )
    
    $
    (52,462
    )Prior service costs
    
    
    (45
    )
    
    
    12
    
    
    
    (5
    )
    
    
    (38
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,625
    )
    
    
    653
    
    
    
    (257
    )
    
    
    (9,229
    )Prior service costs
    
    
    8,459
    
    
    
    (1,339
    )
    
    
    527
    
    
    
    7,647Transition asset
    
    
    41
    
    
    
    (19
    )
    
    
    7
    
    
    
    29Foreign currency translation adjustment
    
    
    14
    
    
    
    1
    
    
    
    
    
    
    
    15Total
    
    $
    (57,873
    )
    
    $
    6,325
    
    
    $
    (2,490
    )
    
    $
    (54,038
    )
 21




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##### Table of Contents



RemeasurementAdjustmentDec. 30,
    
    After
    
    Pre-tax
    
    Tax
    
    Sept. 28,In Thousands
    
    2007
    
    tax(1)
    
    Activity
    
    Effect
    
    2008Net pension activity:Actuarial loss
    
    $
    (12,684
    )
    
    $
    23
    
    
    $
    333
    
    
    $
    (128
    )
    
    $
    (12,456
    )Prior service costs
    
    
    (55
    )
    
    
    1
    
    
    
    12
    
    
    
    (5
    )
    
    
    (47
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,928
    )
    
    
    141
    
    
    
    687
    
    
    
    (264
    )
    
    
    (9,364
    )Prior service costs
    
    
    9,833
    
    
    
    (275
    )
    
    
    (1,338
    )
    
    
    514
    
    
    
    8,734Transition asset
    
    
    60
    
    
    
    (4
    )
    
    
    (18
    )
    
    
    7
    
    
    
    45Foreign currency translation adjustment
    
    
    23
    
    
    
    
    
    
    
    (5
    )
    
    
    2
    
    
    
    20Total
    
    $
    (12,751
    )
    
    $
    (114
    )
    
    $
    (329
    )
    
    $
    126
    
    
    $
    (13,068
    )
 
 (1)
    
    See Note 18 of the consolidated financial statements for additional information.  sm
    22




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##### Table of Contents



PotentialAnnual
    
    First Nine MonthsShares
    
    Grant-Date
    
    Compensation
    
    CompensationYear
    
    Awarded
    
    Price
    
    Expense
    
    Expense2008
    
    
    20,000
    
    
    $
    56.50
    
    
    $
    1,130,000
    
    
    
    
     23




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##### Table of Contents



Recently Adopted Pronouncement
  24




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##### Table of Contents



Before
    
    
    
    
    
    AfterRemeasurement
    
    
    
    
    
    RemeasurementIn Thousands
    
    Adjustment
    
    Adjustment
    
    AdjustmentPension and postretirement benefit obligations
    
    $
    32,758
    
    
    $
    434
    
    
    $
    33,192Deferred income taxes
    
    
    168,540
    
    
    
    (167
    )
    
    
    168,373Total liabilities
    
    
    1,123,290
    
    
    
    267
    
    
    
    1,123,557Retained earnings
    
    
    79,227
    
    
    
    (153
    )
    
    
    79,074Accumulated other comprehensive loss
    
    
    (12,751
    )
    
    
    (114
    )
    
    
    (12,865
    )Total equity
    
    
    168,509
    
    
    
    (267
    )
    
    
    168,242
 Pension Plans
   Third Quarter
    
    First Nine MonthsIn Thousands
    
    2009
    
    
    2008
    

    
    2009
    


    2008Service cost
    
    $
    23
    
    
    $
    20
    
    
    $
    68
    
    
    $
    61Interest cost
    
    
    2,788
    
    
    
    2,701
    
    
    
    8,365
    
    
    
    8,104Expected return on plan assets
    
    
    (2,270
    )
    
    
    (3,410
    )
    
    
    (6,810
    )
    
    
    (10,231
    )Amortization of prior service cost
    
    
    4
    
    
    
    4
    
    
    
    12
    
    
    
    12Recognized net actuarial loss
    
    
    2,339
    
    
    
    111
    
    
    
    7,017
    
    
    
    333Net periodic pension cost (income)
    
    $
    2,884
    
    
    $
    (574
    )
    
    $
    8,652
    
    
    $
    (1,721
    )
  Postretirement Benefits
  25




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##### Table of Contents



Third Quarter
    
    
    First Nine MonthsIn Thousands
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    158
    
    
    $
    128
    
    
    $
    473
    
    
    $
    384Interest cost
    
    
    557
    
    
    
    536
    
    
    
    1,672
    
    
    
    1,608Amortization of unrecognized transitional assets
    
    
    (6
    )
    
    
    (6
    )
    
    
    (19
    )
    
    
    (18
    )Recognized net actuarial loss
    
    
    218
    
    
    
    229
    
    
    
    653
    
    
    
    687Amortization of prior service cost
    
    
    (446
    )
    
    
    (446
    )
    
    
    (1,339
    )
    
    
    (1,338
    )Net periodic postretirement benefit cost
    
    $
    481
    
    
    $
    441
    
    
    $
    1,440
    
    
    $
    1,323
 401(k) Savings Plan
  Multi-Employer Benefits
    26




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##### Table of Contents



First Nine MonthsIn Millions
    
    2009
    
    
    2008Payments by the Company for concentrate, syrup,
sweetener and other purchases
    
    $
    277.4
    
    
    $
    286.5Marketing funding support payments to the Company
    
    
    35.1
    
    
    
    35.3Payments by the Company net of marketing funding support
    
    $
    242.3
    
    
    $
    251.2Payments by the Company for customer marketing programs
    
    $
    39.4
    
    
    $
    37.1Payments by the Company for cold drink equipment parts
    
    
    5.3
    
    
    
    5.3Fountain delivery and equipment repair fees paid to the Company
    
    
    8.5
    
    
    
    7.5Presence marketing funding support provided by
The Coca-Cola Company on the Companys behalf
    
    
    3.0
    
    
    
    3.0Sales of finished products to The Coca-Cola Company
    
    
    1.1
    
    
    
    5.9
     27




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28




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##### Table of Contents



Third Quarter
    
    First Nine MonthsIn Thousands
    
    2009
    
    2008
    
    2009
    
    2008Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    257,289
    
    
    $
    258,200
    
    
    $
    749,488
    
    
    $
    762,741Still beverages
    
    
    59,694
    
    
    
    66,160
    
    
    
    166,629
    
    
    
    186,020Total bottle/can sales
    
    
    316,983
    
    
    
    324,360
    
    
    
    916,117
    
    
    
    948,761Other sales:Sales to other Coca-Cola bottlers
    
    
    31,822
    
    
    
    31,231
    
    
    
    98,433
    
    
    
    94,356Post-mix and other
    
    
    25,751
    
    
    
    25,972
    
    
    
    74,016
    
    
    
    72,123Total other sales
    
    
    57,573
    
    
    
    57,203
    
    
    
    172,449
    
    
    
    166,479Total net sales
    
    $
    374,556
    
    
    $
    381,563
    
    
    $
    1,088,566
    
    
    $
    1,115,240
  29




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##### Table of Contents



Third Quarter
    
    
    First Nine MonthsIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator for basic and diluted net income (loss) per
Common Stock and Class B Common Stock share:Net income (loss) attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    15,428
    
    
    $
    (3,145
    )
    
    $
    36,146
    
    
    $
    7,675Less dividends:Common Stock
    
    
    1,785
    
    
    
    1,661
    
    
    
    5,285
    
    
    
    4,983Class B Common Stock
    
    
    505
    
    
    
    625
    
    
    
    1,587
    
    
    
    1,875Total undistributed earnings (losses)
    
    $
    13,138
    
    
    $
    (5,431
    )
    
    $
    29,274
    
    
    $
    817Common Stock undistributed earnings (losses)
 basic
    
    $
    10,239
    
    
    $
    (3,946
    )
    
    $
    22,511
    
    
    $
    594Class B Common Stock undistributed earnings (losses)
 basic
    
    
    2,899
    
    
    
    (1,485
    )
    
    
    6,763
    
    
    
    223Total undistributed earnings (losses)  basic
    
    $
    13,138
    
    
    $
    (5,431
    )
    
    $
    29,274
    
    
    $
    817Common Stock undistributed earnings (losses)  diluted
    
    $
    10,194
    
    
    $
    (3,946
    )
    
    $
    22,438
    
    
    $
    593Class B Common Stock undistributed earnings (losses)
 diluted
    
    
    2,944
    
    
    
    (1,485
    )
    
    
    6,836
    
    
    
    224Total undistributed earnings (losses)  diluted
    
    $
    13,138
    
    
    $
    (5,431
    )
    
    $
    29,274
    
    
    $
    817Numerator for basic net income (loss) per Common
Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,661
    
    
    $
    5,285
    
    
    $
    4,983Common Stock undistributed earnings (losses)  basic
    
    
    10,239
    
    
    
    (3,946
    )
    
    
    22,511
    
    
    
    594Numerator for basic net income (loss) per Common
Stock share
    
    $
    12,024
    
    
    $
    (2,285
    )
    
    $
    27,796
    
    
    $
    5,577Numerator for basic net income (loss) per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    505
    
    
    $
    625
    
    
    $
    1,587
    
    
    $
    1,875Class B Common Stock undistributed earnings (losses)
 basic
    
    
    2,899
    
    
    
    (1,485
    )
    
    
    6,763
    
    
    
    223Numerator for basic net income (loss) per Class B
Common Stock share
    
    $
    3,404
    
    
    $
    (860
    )
    
    $
    8,350
    
    
    $
    2,098
 30




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##### Table of Contents



Third Quarter
    
    
    First Nine MonthsIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator for diluted net income (loss) perCommon Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,661
    
    
    $
    5,285
    
    
    $
    4,983Dividends on Class B Common Stock
assumed converted to Common Stock
    
    
    505
    
    
    
    625
    
    
    
    1,587
    
    
    
    1,875Common Stock undistributed earnings (losses)
 diluted
    
    
    13,138
    
    
    
    (5,431
    )
    
    
    29,274
    
    
    
    817Numerator for diluted net income (loss) perCommon Stock share
    
    $
    15,428
    
    
    $
    (3,145
    )
    
    $
    36,146
    
    
    $
    7,675Numerator for diluted net income (loss) per Class BCommon Stock share:Dividends on Class B Common Stock
    
    $
    505
    
    
    $
    625
    
    
    $
    1,587
    
    
    $
    1,875Class B Common Stock undistributed earnings
(losses)  diluted
    
    
    2,944
    
    
    
    (1,485
    )
    
    
    6,836
    
    
    
    224Numerator for diluted net income (loss) perClass B Common Stock share
    
    $
    3,449
    
    
    $
    (860
    )
    
    $
    8,423
    
    
    $
    2,099
 31




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##### Table of Contents



Third Quarter
    
    
    First Nine MonthsIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Denominator for basic net income (loss) perCommon Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  basic
    
    
    7,141
    
    
    
    6,644
    
    
    
    7,047
    
    
    
    6,644Class B Common Stock weighted average shares
outstanding  basic
    
    
    2,022
    
    
    
    2,500
    
    
    
    2,117
    
    
    
    2,500Denominator for diluted net income (loss) perCommon Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  diluted (assumes conversion of
Class B Common Stock to Common Stock)
    
    
    9,203
    
    
    
    9,144
    
    
    
    9,194
    
    
    
    9,159Class B Common Stock weighted average shares
outstanding  diluted
    
    
    2,062
    
    
    
    2,500
    
    
    
    2,147
    
    
    
    2,515Basic net income (loss) per share:Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    3.94
    
    
    $
    .84Class B Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    3.94
    
    
    $
    .84Diluted net income (loss) per share:Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    3.93
    
    
    $
    .84Class B Common Stock
    
    $
    1.67
    
    
    $
    (.34
    )
    
    $
    3.92
    
    
    $
    .83
 
  (1)
    
    For purposes of the diluted net income (loss) per share computation for Common Stock, shares
of Class B Common Stock are assumed to be converted; therefore, 100% of undistributed earnings
(losses) is allocated to Common Stock.(2)
    
    For purposes of the diluted net income (loss) per share computation for Class B Common Stock,
weighted average shares of Class B Common Stock are assumed to be outstanding for the entire
period and not converted.(3)
    
    Denominator for diluted net income (loss) per share for Common Stock and Class B Common
Stock includes the dilutive effect of shares relative to the restricted stock awards. 32




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33




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##### Table of Contents



First Nine MonthsIn Thousands
    
    2009
    
    2008Accounts receivable, trade, net
    
    $
    3,586
    
    
    $
    (13,081
    )Accounts receivable from The Coca-Cola Company
    
    
    (14,006
    )
    
    
    (8,861
    )Accounts receivable, other
    
    
    (4,025
    )
    
    
    (3,672
    )Inventories
    
    
    (2,265
    )
    
    
    (2,061
    )Prepaid expenses and other current assets
    
    
    (4,355
    )
    
    
    1,259Accounts payable, trade
    
    
    (9,786
    )
    
    
    (14,252
    )Accounts payable to The Coca-Cola Company
    
    
    8,290
    
    
    
    26,749Other accrued liabilities
    
    
    12,162
    
    
    
    10,332Accrued compensation
    
    
    (1,554
    )
    
    
    (5,884
    )Accrued interest payable
    
    
    4,348
    
    
    
    6,643Increase in current assets less current liabilities
    
    $
    (7,605
    )
    
    $
    (2,828
    )
  Recently Adopted Pronouncements
   34




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35




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##### Table of Contents



Recently Issued Pronouncements
   36




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##### Table of Contents



Severance Pay
    
    RelocationIn Thousands
    
    and Benefits
    
    and Other
    
    TotalBalance at December 30, 2007
    
    $
    
    
    
    $
    
    
    
    $
    Provision
    
    
    4,559
    
    
    
    63
    
    
    
    4,622Cash payments
    
    
    3,583
    
    
    
    50
    
    
    
    3,633Balance at December 28, 2008
    
    
    976
    
    
    
    13
    
    
    
    989Provision
    
    
    
    
    
    
    
    
    
    
    Cash payments
    
    
    914
    
    
    
    13
    
    
    
    927Balance at September 27, 2009
    
    $
    62
    
    
    $
    
    
    
    $
    62
 37




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  
    
    Our Business and the Nonalcoholic Beverage Industry  a general description of the
Companys business and the nonalcoholic beverage industry.
    
    Areas of Emphasis  a summary of the Companys key priorities.
    
    Overview of Operations and Financial Condition  a summary of key information and
trends concerning the financial results for the third quarter of 2009 (Q3 2009) and the
first nine months of 2009 (YTD 2009) and changes from the third quarter of 2008 (Q3
2008) and the first nine months of 2008 (YTD 2008).
    
    Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
  a discussion of accounting policies that are most important to the portrayal of the
Companys financial condition and results of operations and that require critical judgments
and estimates and the expected impact of new accounting pronouncements.
    
    Results of Operations  an analysis of the Companys results of operations for Q3 2009
and YTD 2009 compared to Q3 2008 and YTD 2008.
    
    Financial Condition  an analysis of the Companys financial condition as of the end of
Q3 2009 compared to year-end 2008 and the end of Q3 2008 as presented in the consolidated
financial statements.
    
    Liquidity and Capital Resources  an analysis of capital resources, cash sources and
uses, investing activities, financing activities, off-balance sheet arrangements, aggregate
contractual obligations and hedging activities.
    
    Cautionary Information Regarding Forward-Looking Statements.
   38




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Our Business and the Nonalcoholic Beverage Industry
      39




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##### Table of Contents



Third Quarter
    
    First Nine MonthsIn Thousands
    
    2009
    
    2008
    
    2009
    
    2008Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    257,289
    
    
    $
    258,200
    
    
    $
    749,488
    
    
    $
    762,741Still beverages
    
    
    59,694
    
    
    
    66,160
    
    
    
    166,629
    
    
    
    186,020Total bottle/can sales
    
    
    316,983
    
    
    
    324,360
    
    
    
    916,117
    
    
    
    948,761Other sales:Sales to other Coca-Cola bottlers
    
    
    31,822
    
    
    
    31,231
    
    
    
    98,433
    
    
    
    94,356Post-mix and other
    
    
    25,751
    
    
    
    25,972
    
    
    
    74,016
    
    
    
    72,123Total other sales
    
    
    57,573
    
    
    
    57,203
    
    
    
    172,449
    
    
    
    166,479Total net sales
    
    $
    374,556
    
    
    $
    381,563
    
    
    $
    1,088,566
    
    
    $
    1,115,240
 Areas of Emphasis
  Revenue Management
  Product Innovation and Beverage Portfolio Expansion
 ® ® ®   ® ® ® ®
 ® ® ®
 40




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##### Table of Contents



® ® 
 
 Distribution Cost Management
   
    
    bulk delivery for large supermarkets, mass merchandisers and club stores;
    
    advanced sales delivery for convenience stores, drug stores, small supermarkets and
certain on-premise accounts; and
    
    full service delivery for full service vending customers.
  Productivity
  41




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##### Table of Contents



Overview of Operations and Financial Condition
  Q3 2009 and YTD 2009
    
    a $1.4 million and $5.3 million pre-tax favorable mark-to-market adjustment to cost of
sales related to the Companys 2010 and 2011 aluminum hedging programs in Q3 2009 and YTD
2009, respectively;
    
    a $1.7 million credit to income tax expense related to the agreement with a state tax
authority to settle certain prior tax positions in Q1 2009;
    
    a $5.4 million credit to income tax expense related to the reduction of the liability
for uncertain tax positions in Q3 2009 due mainly to the lapse of applicable statutes of
limitations;
    
    a $.9 million and $2.9 million pre-tax favorable impact to S,D&A expenses in Q3 2009 and
YTD 2009, respectively, due to a change in the estimate of the useful lives of certain cold
drink dispensing equipment in Q1 2009;
    
    a $.1 million pre-tax unfavorable mark-to-market adjustment and $.9 million pre-tax
favorable mark-to-market adjustment to S,D&A expenses related to the Companys 2009 fuel
hedging program in Q3 2009 and YTD 2009, respectively;
    
    a $.6 million pre-tax favorable adjustment to S,D&A expenses related to the gain on the
termination of a capital lease related to an operating facility in Q1 2009; and
    
    a $.5 million pre-tax unfavorable mark-to-market adjustment and $1.1 million pre-tax
favorable mark-to-market adjustment to S,D&A expenses related to the Companys 2010 fuel
hedging program in Q3 2009 and YTD 2009, respectively.
 Q3 2008 and YTD 2008
    
    a $13.8 million pre-tax charge to freeze the Companys liability to the Central States,
Southeast and Southwest Areas Pension Fund (Central States), a multi-employer pension
fund effective in Q3 2008, while preserving the pension benefits previously earned by
Company employees covered by the plan;
    
    a $4.0 million pre-tax charge for restructuring expense related to the Companys plan
initiated in Q3 2008 to reorganize the structure of its operating units and support
services, which resulted in the elimination of approximately 350 positions;
    
    a $2.6 million adjustment to increase equity investment in a plastic bottle cooperative
in YTD 2008; and
    
    a $.6 million pre-tax unfavorable mark-to-market adjustment and $1.2 million pre-tax
favorable mark-to-market adjustment to S,D&A expenses related to the Companys 2008 fuel hedging
program in Q3 2008 and YTD 2008, respectively.
 42




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Third Quarter
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2009
    
    2008
    
    Change
    
    ChangeNet sales
    
    $
    374,556
    
    
    $
    381,563
    
    
    $
    (7,007
    )
    
    
    (1.8
    )Gross margin
    
    
    157,320
    
    
    
    155,827
    
    
    
    1,493
    
    
    
    1.0S,D&A expenses
    
    
    131,024
    
    
    
    149,384
    
    
    
    (18,360
    )
    
    
    (12.3
    )Income from operations
    
    
    26,296
    
    
    
    6,443
    
    
    
    19,853
    
    
    NM*Interest expense
    
    
    8,866
    
    
    
    9,406
    
    
    
    (540
    )
    
    
    (5.7
    )Income (loss) before income taxes
    
    
    17,430
    
    
    
    (2,963
    )
    
    
    20,393
    
    
    NM*Income tax provision (benefit)
    
    
    1,043
    
    
    
    (523
    )
    
    
    1,566
    
    
    NM*Net income (loss)
    
    
    16,387
    
    
    
    (2,440
    )
    
    
    18,827
    
    
    NM*Net income (loss) attributable to the Company
    
    
    15,428
    
    
    
    (3,145
    )
    
    
    18,573
    
    
    NM*Basic net income (loss) per share:Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    2.02
    
    
    NM*Class B Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    2.02
    
    
    NM*Diluted net income (loss) per share:Common Stock
    
    $
    1.68
    
    
    $
    (.34
    )
    
    $
    2.02
    
    
    NM*Class B Common Stock
    
    $
    1.67
    
    
    $
    (.34
    )
    
    $
    2.01
    
    
    NM*
 *
    
    Not Meaningful First Nine Months
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2009
    
    2008
    
    Change
    
    ChangeNet sales
    
    $
    1,088,566
    
    
    $
    1,115,240
    
    
    $
    (26,674
    )
    
    
    (2.4
    )Gross margin
    
    
    464,576
    
    
    
    467,625
    
    
    
    (3,049
    )
    
    
    (0.7
    )S,D&A expenses
    
    
    386,461
    
    
    
    421,300
    
    
    
    (34,839
    )
    
    
    (8.3
    )Income from operations
    
    
    78,115
    
    
    
    46,325
    
    
    
    31,790
    
    
    
    68.6Interest expense
    
    
    28,059
    
    
    
    29,789
    
    
    
    (1,730
    )
    
    
    (5.8
    )Income before income taxes
    
    
    50,056
    
    
    
    16,536
    
    
    
    33,520
    
    
    NM*Income tax provision
    
    
    11,928
    
    
    
    7,135
    
    
    
    4,793
    
    
    
    67.2Net income
    
    
    38,128
    
    
    
    9,401
    
    
    
    28,727
    
    
    NM*Net income attributable to the Company
    
    
    36,146
    
    
    
    7,675
    
    
    
    28,471
    
    
    NM*Basic net income per share:Common Stock
    
    $
    3.94
    
    
    $
    0.84
    
    
    $
    3.10
    
    
    NM*Class B Common Stock
    
    $
    3.94
    
    
    $
    0.84
    
    
    $
    3.10
    
    
    NM*Diluted net income per share:Common Stock
    
    $
    3.93
    
    
    $
    0.84
    
    
    $
    3.09
    
    
    NM*Class B Common Stock
    
    $
    3.92
    
    
    $
    0.83
    
    
    $
    3.09
    
    
    NM*
 *
    
    Not Meaningful  43




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Sept. 27,
    
    December 28,
    
    Sept. 28,In Thousands
    
    2009
    
    2008
    
    2008Debt
    
    $
    552,882
    
    
    $
    591,450
    
    
    $
    591,450Capital lease obligations
    
    
    64,006
    
    
    
    77,614
    
    
    
    78,280Total debt and capital lease obligations
    
    
    616,888
    
    
    
    669,064
    
    
    
    669,730Less: Cash and cash equivalents
    
    
    25,062
    
    
    
    45,407
    
    
    
    20,583Total net debt and capital lease obligations (1)
    
    $
    591,826
    
    
    $
    623,657
    
    
    $
    649,147
 (1)
    
    The non-GAAP measure Total net debt and capital lease obligations is used to
provide investors with additional information which management believes is helpful in the
evaluation of the Companys capital structure and financial leverage. 44




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Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
 Critical Accounting Policies
   Recently Adopted Pronouncements
     45




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46




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##### Table of Contents



Recently Issued Pronouncements
     Results of Operations
 Q3 2009 Compared to Q3 2008 and YTD 2009 Compared to YTD 2008
 Net Sales
  47




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##### Table of Contents



Q3 2009
    
    
    Attributable to:(In Millions)$
    (5.2
    )
    
    1.2% decrease in bottle/can volume primarily due to a volume decrease in bottled water(2.1
    )
    
    1.8% decrease in bottle/can sales price per unit primarily due to lower per unit
prices in sparkling products except energy products partially offset by higher per unit
prices in energy products1.0
    
    
    3.2% increase in sales volume sold to other Coca-Cola bottlers primarily due to an
increase in volume of sparkling products(1.4
    )
    
    7.0% decrease in post-mix volume1.1
    
    
    6.2% increase in post-mix sales price per unit(0.4
    )
    
    Other$
    (7.0
    )
    
    Total decrease in net sales
 YTD 2009
    
    
    Attributable to:(In Millions)$
    (55.0
    )
    
    6.0% decrease in bottle/can volume primarily due to a volume
decrease in all product categories except energy products22.4
    
    
    2.3% increase in bottle/can sales price per unit primarily due to higher per unit
prices in all product categories except enhanced water products(4.8
    )
    
    8.4% decrease in post-mix volume4.0
    
    
    4.3% increase in sales price per unit for sales to other Coca-Cola bottlers primarily
due to increases in all product categories3.4
    
    
    6.5% increase in post-mix sales price per unit3.3
    
    
    Other$
    (26.7
    )
    
    Total decrease in net sales
   Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    Q3 2009
    
    Q3 2008
    
    % Increase (Decrease)Sparkling beverages (including
energy products)
    
    
    84.6
    %
    
    
    82.7
    %
    
    
    1.2Still beverages
    
    
    15.4
    %
    
    
    17.3
    %
    
    
    (12.1
    )Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    (1.2
    )
 48




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##### Table of Contents



Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    YTD 2009
    
    YTD 2008
    
    % (Decrease)Sparkling beverages (including
energy products)
    
    
    85.0
    %
    
    
    84.5
    %
    
    
    (4.3
    )Still beverages
    
    
    15.0
    %
    
    
    15.5
    %
    
    
    (14.7
    )Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    (6.0
    )
   Cost of Sales
    Q3 2009
    
    
    Attributable to:(In Millions)$
    (3.9
    )
    
    Increase in marketing funding support received primarily from The Coca-Cola Company(3.7
    )
    
    1.2% decrease in bottle/can volume primarily due to a volume decrease in bottled water(1.4
    )
    
    Decrease in cost due to the Companys aluminum hedging program1.0
    
    
    3.2% increase in sales volume sold to other Coca-Cola bottlers primarily due to an
increase in volume of sparkling products(1.0
    )
    
    7.0% decrease in post-mix volume0.9
    
    
    Increase in raw material costs primarily due to increases in high fructose corn syrup(0.4
    )
    
    Other$
    (8.5
    )
    
    Total decrease in cost of sales
 49




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##### Table of Contents



YTD 2009
    
    
    Attributable to:(In Millions)$
    (31.7
    )
    
    6.0% decrease in bottle/can volume primarily due to a volume decrease in all product categories except energy
products12.8
    
    
    Increase in raw material costs such as concentrate and high fructose corn syrup partially
offset by a decrease in purchased products(5.3
    )
    
    Decrease in cost due to the Companys aluminum hedging program(3.2
    )
    
    8.4% decrease in post-mix volume2.6
    
    
    Increase in equity investment in a plastic bottle cooperative in 20081.0
    
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company0.2
    
    
    Other$
    (23.6
    )
    
    Total decrease in cost of sales
    Gross Margin
  50




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Q3 2009
    
    
    Attributable to:(In Millions)$
    3.9
    
    
    Increase in marketing funding support received primarily from The Coca-Cola Company(2.1
    )
    
    1.8% decrease in bottle/can sales price per unit primarily due to lower per unit prices
in sparkling products except energy products partially offset by higher per unit prices in
energy products(1.5
    )
    
    1.2% decrease in bottle/can volume primarily due to a volume decrease in bottled water1.4
    
    
    Increase in gross margin due to the Companys aluminum hedging program1.1
    
    
    6.2% increase in post-mix sales price per unit(0.9
    )
    
    Increase in raw material costs primarily due to increases in high fructose corn syrup(0.4
    )
    
    7.0% decrease in post-mix volume
    
    
    Other$
    1.5
    
    
    Total increase in gross margin
 YTD 2009
    
    
    Attributable to:(In Millions)$
    (23.3
    )
    
    6.0% decrease in bottle/can volume primarily due to a volume decrease in all product categories except energy
products22.4
    
    
    2.3% increase in bottle/can sales price per unit primarily due to higher per unit prices in
all product categories except enhanced water products(12.8
    )
    
    Increase in raw material costs such as concentrate and high fructose corn syrup partially
offset by a decrease in purchased products5.3
    
    
    Increase in gross margin due to the Companys aluminum hedging program4.0
    
    
    4.3% increase in sales price per unit for sales to other Coca-Cola bottlers primarily
due to increases in all product categories3.4
    
    
    6.5% increase in post-mix sales price per unit(2.6
    )
    
    Increase in equity investment in a plastic bottle cooperative in 2008(1.0
    )
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company(1.6
    )
    
    8.4% decrease in post-mix volume3.2
    
    
    Other$
    (3.0
    )
    
    Total decrease in gross margin
   S,D&A Expenses
  51




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Q3 2009
    
    
    Attributable to:(In Millions)$
    (13.8
    )
    
    Charge to exit from multi-employer pension plan in Q3 20084.0
    
    
    Increase in employee benefit costs primarily due to higher pension plan costs(4.0
    )
    
    Decrease in restructuring costs(3.4
    )
    
    Decrease in fuel and other energy costs related to the movement of finished goods from
sales distribution centers to customer locations2.8
    
    
    Increase in accrued bonus and incentive expense due to the Companys financial
performance(2.3
    )
    
    Decrease in property and casualty insurance expenses(1.7
    )
    
    Decrease in depreciation expense due to a change in estimate of the useful lives of
certain cold drink dispensing equipment in 2009 and lower levels of capital spending(1.1
    )
    
    Decrease in employee salaries due to the Company implementing its July 2008 plan to
reorganize the structure of its operating units and support services and eliminate
approximately 350 positions0.9
    
    
    Increase in bad debt expense0.2
    
    
    Other$
    (18.4
    )
    
    Total decrease in S,D&A expenses
 YTD 2009
    
    
    Attributable to:(In Millions)$
    (13.8
    )
    
    Charge to exit from multi-employer pension plan in Q3 2008(12.0
    )
    
    Decrease in employee salaries due to the Company implementing its July 2008 plan to
reorganize the structure of its operating units and support services and eliminate
approximately 350 positions(10.8
    )
    
    Decrease in fuel and other energy costs related to the movement of finished goods from
sales distribution centers to customer locations9.5
    
    
    Increase in employee benefit costs primarily due to higher pension plan costs5.5
    
    
    Increase in accrued bonus and incentive expense and stock performance expense due to
the Companys financial performance(5.4
    )
    
    Decrease in depreciation expense due to a change in estimate of the useful lives of
certain cold drink dispensing equipment in Q1 2009 and lower levels of capital spending(4.0
    )
    
    Decrease in restructuring costs1.5
    
    
    Increase in bad debt expense(1.5
    )
    
    Decrease in property and casualty insurance expenses(1.3
    )
    
    Decrease in marketing expenses(2.5
    )
    
    Other$
    (34.8
    )
    
    Total decrease in S,D&A expenses
  52




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Interest Expense
  53




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##### Table of Contents



Income Taxes
   Noncontrolling Interest
  Financial Condition
    
    
    A decrease in current portion of long-term debt of $176.7 million primarily due to the
payment of $119.3 million of debentures on May 1, 2009 and
the payment of $57.4 million of debentures on July 1, 2009
primarily from $55.0 million in borrowings on the Companys $200 million revolving credit
facility ($200 million facility) which is not due
until March 2012. In April 2009, the Company issued $110 million of unsecured 7% Senior Notes due 2019.
    
    An increase in other accrued liabilities of $6.7 million primarily due to an increase in
employee benefit plan accruals and accrued income taxes.
    
    A decrease in accounts payable, trade of $9.8 million primarily due to the timing of
payments.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $14.0 million and $8.3 million, respectively, primarily due to the timing
of payments.
    
    A decrease in cash and cash equivalents of $20.3 million primarily due to the net reduction
of debt of $38.6 million.
    
    An increase in prepaid expenses and other current assets of $4.3 million primarily due to
transactions related to the Companys hedging programs.
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##### Table of Contents




    
    A decrease in current portion of long-term debt of $176.7 million primarily due to the
payment of $119.3 million of debentures on May 1, 2009 and
the payment of $57.4 million of
debentures on July 1, 2009 primarily from $55.0 million in borrowings on the Companys $200 million facility which is not
due until March 2012. In April 2009, the Company issued $110 million of unsecured 7% Senior Notes due 2019.
    
    An increase in cash and cash equivalents of $4.5 million primarily due to cash flow from
operations.
    
    A decrease in accounts receivable, trade, net of $9.3 million primarily due to decreased
sales.
    
    An increase in prepaid expenses and other current assets of $6.1 million primarily due to
transactions related to the Companys hedging programs.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $4.8 million and $5.3 million, respectively, primarily due to the timing
of payments.
    
    An increase in accrued compensation payable of $5.6 million primarily due to increased
bonus and incentive accruals.
  Liquidity and Capital Resources
 Capital Resources
      55




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Cash Sources and Uses
   First Nine MonthsIn Millions
    
    2009
    
    2008Cash SourcesCash provided by operating activities (excluding income tax and pension payments)
    
    $
    82.2
    
    
    $
    66.8Proceeds from $200 million facility
    
    
    30.0
    
    
    
    Proceeds from issuance of debt
    
    
    108.1
    
    
    
    Proceeds from termination of interest rate swap agreements
    
    
    
    
    
    
    5.1Proceeds from the sale of property, plant and equipment
    
    
    4.9
    
    
    
    1.2Total cash sources
    
    $
    225.2
    
    
    $
    73.1Cash UsesCapital expenditures
    
    $
    29.8
    
    
    $
    41.2Investment in a plastic bottle manufacturing cooperative
    
    
    
    
    
    
    1.0Investment in restricted cash
    
    
    4.5
    
    
    
    Payment of lines of credit, net
    
    
    
    
    
    
    7.4Payment of debt and capital lease obligations
    
    
    179.1
    
    
    
    1.9Debt issuance costs
    
    
    1.0
    
    
    
    Dividends
    
    
    6.9
    
    
    
    6.9Income tax payments
    
    
    13.8
    
    
    
    3.7Pension payments
    
    
    10.1
    
    
    
    .2Other
    
    
    .3
    
    
    
    .1Total cash uses
    
    $
    245.5
    
    
    $
    62.4Increase (decrease) in cash
    
    $
    (20.3
    )
    
    $
    10.7
 Investing Activities
  Financing Activities
  56




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Long-Term DebtStandard & Poors
    
    BBBMoodys
    
    Baa2
   57




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Off-Balance Sheet Arrangements
  Aggregate Contractual Obligations
  Payments Due by PeriodOct. 2009-
    
    Oct. 2010-
    
    Oct. 2012-
    
    AfterIn Thousands
    
    Total
    
    Sept. 2010
    
    Sept. 2012
    
    Sept. 2014
    
    Sept. 2014Contractual obligations:Total debt, net of interest
    
    $
    552,882
    
    
    $
    
    
    
    $
    30,000
    
    
    $
    150,000
    
    
    $
    372,882Capital lease obligations,
net of interest
    
    
    64,006
    
    
    
    3,759
    
    
    
    7,926
    
    
    
    9,004
    
    
    
    43,317Estimated interest on
long-term debt and capital
lease obligations (1)
    
    
    212,617
    
    
    
    32,850
    
    
    
    65,448
    
    
    
    50,343
    
    
    
    63,976Purchase obligations (2)
    
    
    437,057
    
    
    
    93,655
    
    
    
    187,310
    
    
    
    156,092
    
    
    
    Other long-term liabilities (3)
    
    
    106,901
    
    
    
    7,357
    
    
    
    14,647
    
    
    
    13,449
    
    
    
    71,448Operating leases
    
    
    20,543
    
    
    
    3,740
    
    
    
    5,539
    
    
    
    3,139
    
    
    
    8,125Long-term contractual
arrangements (4)
    
    
    22,539
    
    
    
    6,818
    
    
    
    10,345
    
    
    
    4,962
    
    
    
    414Postretirement obligations
    
    
    37,138
    
    
    
    1,891
    
    
    
    4,811
    
    
    
    5,200
    
    
    
    25,236Purchase orders (5)
    
    
    32,746
    
    
    
    32,746
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,486,429
    
    
    $
    182,816
    
    
    $
    326,026
    
    
    $
    392,189
    
    
    $
    585,398
 
 (1)
    
    Includes interest payments based on contractual terms and current interest
rates for variable rate debt.(2)
    
    Represents an estimate of the Companys obligation to purchase 17.5 million cases
of finished product on an annual basis through May 2014 from South Atlantic Canners, a
manufacturing cooperative.(3)
    
    Includes obligations under executive benefit plans, unrecognized income tax
benefits, the liability to exit from a multi-employer pension plan and other long-term
liabilities.(4)
    
    Includes contractual arrangements with certain prestige properties, athletics
venues and other locations, and other long-term marketing commitments.(5)
    
    Purchase orders include commitments in which a written purchase order has been
issued to a vendor, but the goods have not been received or the services have not been
performed.  58




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Hedging Activities
 Interest Rate Hedging
     Fuel Hedging
  59




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Aluminum Hedging
    60




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Cautionary Information Regarding Forward-Looking Statements
  
    
    the Companys belief that the covenants on its $200 million facility will not restrict
its liquidity or capital resources;
    
    the Companys belief that other parties to certain contractual arrangements will perform
their obligations;
    
    potential marketing funding support from The Coca-Cola Company and other beverage
companies;
    
    the Companys belief that disposition of certain claims and legal proceedings will not
have a material adverse effect on its financial condition, cash flows or results of
operations and that no material amount of loss in excess of recorded amounts is reasonably
possible;
    
    managements belief that the Company has adequately provided for any ultimate amounts
that are likely to result from tax audits;
    
    managements belief that the Company has sufficient resources available to finance its
business plan, meet its working capital requirements and maintain an appropriate level of
capital spending;
    
    the Companys belief that the cooperatives whose debt and lease obligations the Company
guarantees have sufficient assets and the ability to adjust selling prices of their
products to adequately mitigate the risk of material loss and that the cooperatives will
perform their obligations under their debt and lease agreements;
    
    the Companys key priorities which are revenue management, product innovation and
beverage portfolio expansion, distribution cost management and productivity;
    
    the Companys hypothetical calculation of the impact of a 1% increase in interest rates
on outstanding floating rate debt and capital lease obligations for the next twelve months
as of September 27, 2009;
    
    the Companys anticipation that it will not contribute additional payments to the two
Company-sponsored pension plans for the remainder of 2009;
    
    the Companys belief that postretirement medical care payments are expected to be
approximately $2.3 million in 2009;
    
    the Companys expectation that additions to property, plant and equipment in 2009 will
be in the range of $50 million to $60 million;
    
    the Companys beliefs and estimates regarding the impact of the adoption of certain new
accounting guidance;
    
    the Companys belief that the growth prospects of Company-owned or exclusive licensed
brands appear promising and the cost of developing, marketing and distributing these brands
may be significant;
    
    the Companys expectation that unrecognized tax benefits may change over the next 12
months as a result of tax audits but will not have a significant impact on the
consolidated financial statements;
    
    the Companys belief that all of the banks participating in the Companys $200 million
facility have the ability to and will meet any funding requests from the Company;
    
    the Companys belief that it is competitive in its territories with respect to the
principal methods of competition in the nonalcoholic beverage industry;
    
    the Companys estimate that a 10% increase in the market price of certain commodities
over the current market prices would cumulatively increase costs during the next 12 months
by approximately $29 million assuming no change in volume; and
 61




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##### Table of Contents




    
    the Companys belief that innovation of new brands and packages will continue to be
critical to the Companys overall revenue.
   62




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Debt and Derivative Financial Instruments
   Raw Material and Commodity Price Risk
    63




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##### Table of Contents



Effects of Changing Prices
  
 Item 4. Controls and Procedures.
   64




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##### Table of Contents



Item 1A. Risk Factors.
  Legislative changes that affect the Companys distribution, packaging and products could
reduce demand for the Companys products or increase the Companys costs.
   The Companys primary competitors have entered into definitive merger agreements with their
franchisor, and there is uncertainty about the impact such a transaction will have on the
Companys business.
  65




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##### Table of Contents



Item 6. Exhibits.
 ExhibitNumber
    
    Description4.1
    
    The registrant, by signing this report, agrees to furnish the Securities and
Exchange Commission, upon its request, a copy of any instrument which defines the
rights of holders of long-term debt of the registrant and its consolidated
subsidiaries which authorizes a total amount of securities not in excess of 10 percent
of the total assets of the registrant and its subsidiaries on a
consolidated basis.12
    
    Ratio of earnings to fixed charges (filed herewith).31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
 66




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##### Table of Contents



COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)Date:  November 6, 2009
    By:

/s/ James E. HarrisJames E. HarrisPrincipal Financial Officer of the
Registrant
and
Senior Vice President and Chief Financial OfficerDate:  November 6, 2009
    By:

/s/ William J. BilliardWilliam J. BilliardPrincipal Accounting Officer of
the Registrant
and
Vice President, Controller and Chief Accounting Officer 67