##### 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 October 3, 2010
 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  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at October 29, 2010Common Stock, $1.00 Par Value
    
    
    7,141,447Class B Common Stock, $1.00 Par Value
    
    
    2,044,202




---



##### 



COCA-COLA BOTTLING CO. CONSOLIDATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 3, 2010
 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
    
    
    35Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    58Item 4.
    
    Controls and Procedures
    
    
    59PART
II  OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    60Item 6.
    
    Exhibits
    
    
    61Signatures
    
    
    62EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-12EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Item 1. Financial Statements.
  
   Third Quarter
    
    
    First Nine Months2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    395,364
    
    
    $
    374,556
    
    
    $
    1,160,223
    
    
    $
    1,088,566Cost of sales
    
    
    222,247
    
    
    
    217,236
    
    
    
    672,395
    
    
    
    623,990Gross margin
    
    
    173,117
    
    
    
    157,320
    
    
    
    487,828
    
    
    
    464,576Selling, delivery and administrative expenses
    
    
    139,455
    
    
    
    131,024
    
    
    
    406,689
    
    
    
    386,461Income from operations
    
    
    33,662
    
    
    
    26,296
    
    
    
    81,139
    
    
    
    78,115Interest expense, net
    
    
    8,841
    
    
    
    8,866
    
    
    
    26,453
    
    
    
    28,059Income before income taxes
    
    
    24,821
    
    
    
    17,430
    
    
    
    54,686
    
    
    
    50,056Income tax expense
    
    
    7,610
    
    
    
    1,043
    
    
    
    18,936
    
    
    
    11,928Net income
    
    
    17,211
    
    
    
    16,387
    
    
    
    35,750
    
    
    
    38,128Less: Net income attributable to the
noncontrolling interest
    
    
    1,678
    
    
    
    959
    
    
    
    3,514
    
    
    
    1,982Net income attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    15,533
    
    
    $
    15,428
    
    
    $
    32,236
    
    
    $
    36,146Basic net income per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    1.69
    
    
    $
    1.68
    
    
    $
    3.51
    
    
    $
    3.94Weighted average number of Common Stock
shares outstanding
    
    
    7,141
    
    
    
    7,141
    
    
    
    7,141
    
    
    
    7,047Class B Common Stock
    
    $
    1.69
    
    
    $
    1.68
    
    
    $
    3.51
    
    
    $
    3.94Weighted average number of Class B Common
Stock shares outstanding
    
    
    2,044
    
    
    
    2,022
    
    
    
    2,039
    
    
    
    2,117Diluted net income per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    1.68
    
    
    $
    1.68
    
    
    $
    3.50
    
    
    $
    3.93Weighted average number of Common Stock
shares outstanding  assuming dilution
    
    
    9,225
    
    
    
    9,203
    
    
    
    9,220
    
    
    
    9,194Class B Common Stock
    
    $
    1.68
    
    
    $
    1.67
    
    
    $
    3.48
    
    
    $
    3.92Weighted average number of Class B Common
Stock shares outstanding  assuming dilution
    
    
    2,084
    
    
    
    2,062
    
    
    
    2,079
    
    
    
    2,147Cash 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
    
    
    
    
    
    
    UnauditedOct. 3,
    
    
    Jan. 3,
    
    
    Sept. 27,2010
    
    
    2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    30,424
    
    
    $
    17,770
    
    
    $
    25,062Restricted cash
    
    
    3,500
    
    
    
    4,500
    
    
    
    4,512Accounts receivable, trade, less allowance for
doubtful accounts of $1,261,$2,187 and $1,971,
respectively
    
    
    115,554
    
    
    
    92,727
    
    
    
    96,263Accounts receivable from The Coca-Cola Company
    
    
    20,165
    
    
    
    4,109
    
    
    
    17,460Accounts receivable, other
    
    
    23,382
    
    
    
    17,005
    
    
    
    17,015Inventories
    
    
    62,686
    
    
    
    59,122
    
    
    
    67,762Prepaid expenses and other current assets
    
    
    31,817
    
    
    
    35,016
    
    
    
    25,398Total current assets
    
    
    287,528
    
    
    
    230,249
    
    
    
    253,472Property, plant and equipment, net
    
    
    312,759
    
    
    
    326,701
    
    
    
    319,456Leased property under capital leases, net
    
    
    48,029
    
    
    
    51,548
    
    
    
    52,727Other assets
    
    
    40,645
    
    
    
    46,508
    
    
    
    46,001Franchise rights
    
    
    520,672
    
    
    
    520,672
    
    
    
    520,672Goodwill
    
    
    102,049
    
    
    
    102,049
    
    
    
    102,049Other identifiable intangible assets, net
    
    
    4,983
    
    
    
    5,350
    
    
    
    5,489Total
    
    $
    1,316,665
    
    
    $
    1,283,077
    
    
    $
    1,299,866
  4




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedOct. 3,
    
    
    Jan. 3,
    
    
    Sept. 27,2010
    
    
    2010
    
    
    2009LIABILITIES AND EQUITYCurrent Liabilities:Current portion of debt
    
    $
    
    
    
    $
    
    
    
    $
    Current portion of obligations under capital leases
    
    
    3,861
    
    
    
    3,846
    
    
    
    3,759Accounts payable, trade
    
    
    38,377
    
    
    
    36,794
    
    
    
    32,597Accounts payable to The Coca-Cola Company
    
    
    43,394
    
    
    
    27,880
    
    
    
    43,601Other accrued liabilities
    
    
    65,119
    
    
    
    61,978
    
    
    
    64,208Accrued compensation
    
    
    26,385
    
    
    
    25,963
    
    
    
    23,195Accrued interest payable
    
    
    10,056
    
    
    
    5,521
    
    
    
    12,487Total current liabilities
    
    
    187,192
    
    
    
    161,982
    
    
    
    179,847Deferred income taxes
    
    
    158,359
    
    
    
    158,548
    
    
    
    142,239Pension and postretirement benefit obligations
    
    
    81,021
    
    
    
    89,306
    
    
    
    99,066Other liabilities
    
    
    108,417
    
    
    
    106,968
    
    
    
    103,788Obligations under capital leases
    
    
    56,386
    
    
    
    59,261
    
    
    
    60,247Long-term debt
    
    
    523,025
    
    
    
    537,917
    
    
    
    552,882Total liabilities
    
    
    1,114,400
    
    
    
    1,113,982
    
    
    
    1,138,069Commitments and Contingencies(Note 14)Equity:Common Stock, $1.00 par value:Authorized
 30,000,000 shares;Issued  10,203,821 shares
    
    
    10,204
    
    
    
    10,204
    
    
    
    10,204Class B Common Stock, $1.00 par value:Authorized
 10,000,000 shares;Issued  2,672,316, 2,649,996 and 2,649,996 shares,
respectively
    
    
    2,671
    
    
    
    2,649
    
    
    
    2,649Capital in excess of par value
    
    
    104,758
    
    
    
    103,464
    
    
    
    103,562Retained earnings
    
    
    133,347
    
    
    
    107,995
    
    
    
    108,295Accumulated other comprehensive loss
    
    
    (43,779
    )
    
    
    (46,767
    )
    
    
    (54,038
    )207,201
    
    
    
    177,545
    
    
    
    170,672Less-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
    
    
    145,947
    
    
    
    116,291
    
    
    
    109,418Noncontrolling interest
    
    
    56,318
    
    
    
    52,804
    
    
    
    52,379Total equity
    
    
    202,265
    
    
    
    169,095
    
    
    
    161,797Total
    
    $
    1,316,665
    
    
    $
    1,283,077
    
    
    $
    1,299,866
  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. 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
    
    
    $
    161,797Balance on Jan. 3, 2010
    
    $
    10,204
    
    
    $
    2,649
    
    
    $
    103,464
    
    
    $
    107,995
    
    
    $
    (46,767
    )
    
    $
    (61,254
    )
    
    $
    116,291
    
    
    $
    52,804
    
    
    $
    169,095Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,236
    
    
    
    
    
    
    
    
    
    
    
    32,236
    
    
    
    3,514
    
    
    
    35,750Ownership share of
Southeastern OCI
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    39Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    (7
    )Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,956
    
    
    
    
    
    
    
    2,956
    
    
    
    
    
    
    
    2,956Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,224
    
    
    
    3,514
    
    
    
    38,738Cash dividends paid
Common ($.75 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,356
    )
    
    
    
    
    
    
    
    
    
    
    (5,356
    )
    
    
    
    
    
    
    (5,356
    )Class B Common
($.75 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,528
    )
    
    
    
    
    
    
    
    
    
    
    (1,528
    )
    
    
    
    
    
    
    (1,528
    )Issuance of 22,320 shares of
Class B Common Stock
    
    
    
    
    
    
    22
    
    
    
    1,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,316
    
    
    
    
    
    
    
    1,316Balance on Oct. 3, 2010
    
    $
    10,204
    
    
    $
    2,671
    
    
    $
    104,758
    
    
    $
    133,347
    
    
    $
    (43,779
    )
    
    $
    (61,254
    )
    
    $
    145,947
    
    
    $
    56,318
    
    
    $
    202,265
  6




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##### Table of Contents



First Nine Months2010
    
    
    2009Cash Flows from Operating ActivitiesNet income
    
    $
    35,750
    
    
    $
    38,128Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation expense
    
    
    44,163
    
    
    
    45,526Amortization of intangibles
    
    
    367
    
    
    
    421Deferred income taxes
    
    
    2,188
    
    
    
    6,470Loss on sale of property, plant and equipment
    
    
    1,211
    
    
    
    767Impairment of property, plant and equipment
    
    
    425
    
    
    
    Net gain on property, plant and equipment damaged in flood
    
    
    (881
    )
    
    
    Amortization of debt costs
    
    
    1,760
    
    
    
    1,811Amortization of deferred gain related to terminated
interest rate agreements
    
    
    (907
    )
    
    
    (1,770
    )Stock compensation expense
    
    
    1,588
    
    
    
    1,464Insurance proceeds received for flood damage
    
    
    1,450
    
    
    
    Increase in current assets less current liabilities
    
    
    (22,043
    )
    
    
    (13,063
    )(Increase) decrease in other noncurrent assets
    
    
    4,434
    
    
    
    (12,606
    )Decrease in other noncurrent liabilities
    
    
    (5,368
    )
    
    
    (8,813
    )Other
    
    
    (13
    )
    
    
    1Total adjustments
    
    
    28,374
    
    
    
    20,208Net cash provided by operating activities
    
    
    64,124
    
    
    
    58,336Cash Flows from Investing ActivitiesAdditions to property, plant and equipment
    
    
    (29,011
    )
    
    
    (29,776
    )Proceeds from the sale of property, plant and equipment
    
    
    1,373
    
    
    
    4,942(Increase) decrease in restricted cash
    
    
    1,000
    
    
    
    (4,512
    )Net cash used in investing activities
    
    
    (26,638
    )
    
    
    (29,346
    )Cash Flows from Financing ActivitiesProceeds from the issuance of long-term debt, net
    
    
    
    
    
    
    108,062Borrowings
(repayments) under revolving credit facility
    
    
    (15,000
    )
    
    
    30,000Repayment
 current portion of long-term debt
    
    
    
    
    
    
    (176,693
    )Cash dividends paid
    
    
    (6,884
    )
    
    
    (6,872
    )Payments for the termination of interest rate lock agreements
    
    
    
    
    
    
    (340
    )Principal payments on capital lease obligations
    
    
    (2,860
    )
    
    
    (2,364
    )Debt issuance costs paid
    
    
    
    
    
    
    (1,042
    )Other
    
    
    (88
    )
    
    
    (86
    )Net cash used in financing activities
    
    
    (24,832
    )
    
    
    (49,335
    )Net increase (decrease) in cash
    
    
    12,654
    
    
    
    (20,345
    )Cash at beginning of period
    
    
    17,770
    
    
    
    45,407Cash at end of period
    
    $
    30,424
    
    
    $
    25,062Significant non-cash investing and financing activities:Issuance of Class B Common Stock in connection with stock award
    
    $
    1,316
    
    
    $
    1,130Capital lease obligations incurred
    
    
    
    
    
    
    660
  7




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##### Table of Contents



8




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##### Table of Contents



Oct. 3,
    
    Jan. 3,
    
    Sept. 27,In Thousands
    
    2010
    
    2010
    
    2009Finished products
    
    $
    36,149
    
    
    $
    33,686
    
    
    $
    40,576Manufacturing materials
    
    
    8,284
    
    
    
    8,275
    
    
    
    7,968Plastic shells, plastic pallets and other inventories
    
    
    18,253
    
    
    
    17,161
    
    
    
    19,218Total inventories
    
    $
    62,686
    
    
    $
    59,122
    
    
    $
    67,762
   Oct. 3,
    
    Jan. 3,
    
    Sept. 27,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesLand
    
    $
    12,966
    
    
    $
    12,671
    
    
    $
    12,167Buildings
    
    
    117,131
    
    
    
    111,314
    
    
    
    110,059
    
    
    10-50 yearsMachinery and equipment
    
    
    132,088
    
    
    
    127,068
    
    
    
    124,410
    
    
    5-20 yearsTransportation equipment
    
    
    151,215
    
    
    
    156,692
    
    
    
    165,867
    
    
    4-17 yearsFurniture and fixtures
    
    
    35,613
    
    
    
    36,573
    
    
    
    37,363
    
    
    4-10 yearsCold drink dispensing equipment
    
    
    314,352
    
    
    
    312,079
    
    
    
    309,727
    
    
    6-15 yearsLeasehold and land improvements
    
    
    67,152
    
    
    
    64,390
    
    
    
    61,937
    
    
    5-20 yearsSoftware for internal use
    
    
    68,449
    
    
    
    65,290
    
    
    
    65,022
    
    
    3-10 yearsConstruction in progress
    
    
    2,944
    
    
    
    7,907
    
    
    
    2,426Total property, plant and equipment, at cost
    
    
    901,910
    
    
    
    893,984
    
    
    
    888,978Less: Accumulated depreciation
and amortization
    
    
    589,151
    
    
    
    567,283
    
    
    
    569,522Property, plant and equipment, net
    
    $
    312,759
    
    
    $
    326,701
    
    
    $
    319,456
  9




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Oct. 3,
    
    Jan. 3,
    
    Sept. 27,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesLeased property under capital leases
    
    $
    76,877
    
    
    $
    76,877
    
    
    $
    76,877
    
    
    3-20 yearsLess: Accumulated amortization
    
    
    28,848
    
    
    
    25,329
    
    
    
    24,150Leased property under capital leases, net
    
    $
    48,029
    
    
    $
    51,548
    
    
    $
    52,727
        Oct. 3,
    
    Jan. 3,
    
    Sept. 27,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesOther identifiable intangible assets
    
    $
    8,665
    
    
    $
    8,665
    
    
    $
    8,665
    
    
    1-20 yearsLess: Accumulated amortization
    
    
    3,682
    
    
    
    3,315
    
    
    
    3,176Other identifiable intangible assets, net
    
    $
    4,983
    
    
    $
    5,350
    
    
    $
    5,489
  10




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Oct. 3,
    
    Jan. 3,
    
    Sept. 27,In Thousands
    
    2010
    
    2010
    
    2009Accrued marketing costs
    
    $
    15,809
    
    
    $
    9,738
    
    
    $
    9,987Accrued insurance costs
    
    
    18,012
    
    
    
    18,086
    
    
    
    17,940Accrued taxes (other than income taxes)
    
    
    2,830
    
    
    
    408
    
    
    
    2,480Accrued income taxes
    
    
    
    
    
    
    
    
    
    
    3,000Employee benefit plan accruals
    
    
    10,985
    
    
    
    12,015
    
    
    
    12,126Checks and transfers yet to be presented for
payment from zero balance cash accounts
    
    
    9,795
    
    
    
    11,862
    
    
    
    11,950All other accrued liabilities
    
    
    7,688
    
    
    
    9,869
    
    
    
    6,725Total other accrued liabilities
    
    $
    65,119
    
    
    $
    61,978
    
    
    $
    64,208
   Interest
    
    Interest
    
    Oct. 3,
    
    Jan. 3,
    
    Sept. 27,In Thousands
    
    Maturity
    
    Rate
    
    Paid
    
    2010
    
    2010
    
    2009Revolving Credit Facility
    
    
    2012
    
    
    
    
    
    
    Varies
    
    $
    
    
    
    $
    15,000
    
    
    $
    30,000Senior 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
    
    
    
    110,000
    
    
    
    110,000Unamortized discount on Senior Notes
    
    
    2019
    
    
    
    
    
    
    
    
    
    
    
    (1,732
    )
    
    
    (1,840
    )
    
    
    (1,875
    )523,025
    
    
    
    537,917
    
    
    
    552,882Less: Current portion of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    523,025
    
    
    $
    537,917
    
    
    $
    552,882
 11




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Interest
    Commodities
   13




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##### Table of Contents



Third QuarterIn Thousands
    
    Classification of Gain (Loss)
    
    2010
    
    2009Fuel hedges
 contract premium
and contract settlement
    
    S,D&A expenses
    
    $
    (213
    )
    
    $
    (138
    )Fuel hedges
 mark-to-market
adjustment
    
    S,D&A expenses
    
    
    82
    
    
    
    (497
    )Aluminum
hedges  contract
premium and contract settlement
    
    Cost of sales
    
    
    98
    
    
    
    Aluminum
hedges  mark-to-market
adjustment
    
    Cost of sales
    
    
    3,003
    
    
    
    1,440Total Net Gain (Loss)
    
    
    
    $
    2,970
    
    
    $
    805
  First Nine MonthsIn Thousands
    
    Classification of Gain (Loss)
    
    2010
    
    2009Fuel hedges
 contract premium
and contract settlement
    
    S,D&A expenses
    
    $
    (243
    )
    
    $
    (947
    )Fuel hedges
 mark-to-market
adjustment
    
    S,D&A expenses
    
    
    (1,274
    )
    
    
    2,921Aluminum
hedges  contract
premium and contract settlement
    
    Cost of sales
    
    
    609
    
    
    
    Aluminum
hedges  mark-to-market
adjustment
    
    Cost of sales
    
    
    (3,210
    )
    
    
    5,326Total Net Gain (Loss)
    
    
    
    $
    (4,118
    )
    
    $
    7,300
 14




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Balance Sheet
    
    Oct. 3,
    
    Jan. 3,
    
    Sept. 27,In Thousands
    
    Classification
    
    2010
    
    2010
    
    2009AssetsFuel hedges at fair market value
    
    Prepaid expenses and other current assets
    
    $
    343
    
    
    $
    1,617
    
    
    $
    584Unamortized cost of fuel hedging agreements
    
    Prepaid expenses and other current assets
    
    
    246
    
    
    
    863
    
    
    
    859Aluminum hedges at fair market value
    
    Prepaid expenses and other current assets
    
    
    5,660
    
    
    
    3,303
    
    
    
    968Unamortized cost of aluminum hedging agreements
    
    Prepaid expenses and other current assets
    
    
    2,284
    
    
    
    967
    
    
    
    716Total
    
    
    
    $
    8,533
    
    
    $
    6,750
    
    
    $
    3,127Fuel hedges at fair market value
    
    Other assets
    
    $
    
    
    
    $
    
    
    
    $
    353Unamortized cost of fuel
hedging agreements
    
    Other assets
    
    
    
    
    
    
    
    
    
    
    246Aluminum hedges at fair market value
    
    Other assets
    
    
    1,582
    
    
    
    7,149
    
    
    
    4,358Unamortized cost of aluminum
hedging agreements
    
    Other assets
    
    
    651
    
    
    
    2,453
    
    
    
    2,935Total
    
    
    
    $
    2,233
    
    
    $
    9,602
    
    
    $
    7,892
  Notional
    
    LatestIn Thousands
    
    Amount
    
    MaturityFuel hedging agreements
    
    $
    2,621
    
    
    December 2010Aluminum hedging agreements
    
    
    36,258
    
    
    December 2011
   Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable
  Public Debt Securities
  15




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Non-Public Variable Rate Debt
  Deferred Compensation Plan Assets/Liabilities
  Derivative Financial Instruments
   Oct. 3, 2010
    
    Jan. 3, 2010
    
    Sept. 27, 2009Carrying
    
    Fair
    
    Carrying
    
    Fair
    
    Carrying
    
    FairIn Thousands
    
    Amount
    
    Value
    
    Amount
    
    Value
    
    Amount
    
    ValuePublic debt securities
    
    $
    (523,025
    )
    
    $
    (580,380
    )
    
    $
    (522,917
    )
    
    $
    (557,758
    )
    
    $
    (522,882
    )
    
    $
    (559,627
    )Non-public variable rate debt
    
    
    
    
    
    
    
    
    
    
    (15,000
    )
    
    
    (15,000
    )
    
    
    (30,000
    )
    
    
    (30,000
    )Deferred compensation plan
assets
    
    
    9,040
    
    
    
    9,040
    
    
    
    8,471
    
    
    
    8,471
    
    
    
    7,996
    
    
    
    7,996Deferred compensation plan
liabilities
    
    
    (9,040
    )
    
    
    (9,040
    )
    
    
    (8,471
    )
    
    
    (8,471
    )
    
    
    (7,996
    )
    
    
    (7,996
    )Fuel hedging agreements
    
    
    343
    
    
    
    343
    
    
    
    1,617
    
    
    
    1,617
    
    
    
    937
    
    
    
    937Aluminum hedging agreements
    
    
    7,242
    
    
    
    7,242
    
    
    
    10,452
    
    
    
    10,452
    
    
    
    5,326
    
    
    
    5,326
      16




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Oct. 3, 2010
    
    Jan. 3, 2010
    
    Sept. 27, 2009In Thousands
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2AssetsDeferred compensation plan assets
    
    $
    9,040
    
    
    
    
    
    
    $
    8,471
    
    
    
    
    
    
    $
    7,996Fuel hedging agreements
    
    
    
    
    
    $
    343
    
    
    
    
    
    
    $
    1,617
    
    
    
    
    
    
    $
    937Aluminum hedging agreements
    
    
    
    
    
    
    7,242
    
    
    
    
    
    
    
    10,452
    
    
    
    
    
    
    
    5,326LiabilitiesDeferred compensation plan liabilities
    
    
    9,040
    
    
    
    
    
    
    
    8,471
    
    
    
    
    
    
    
    7,996
       Oct. 3,
    
    Jan. 3,
    
    Sept. 27,In Thousands
    
    2010
    
    2010
    
    2009Accruals for executive benefit plans
    
    $
    89,322
    
    
    $
    85,382
    
    
    $
    83,825Other
    
    
    19,095
    
    
    
    21,586
    
    
    
    19,963Total other liabilities
    
    $
    108,417
    
    
    $
    106,968
    
    
    $
    103,788
 17




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18




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19




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First Nine MonthsIn Thousands
    
    2010
    
    2009Statutory expense
    
    $
    17,910
    
    
    $
    16,826State income taxes, net of federal effect
    
    
    2,165
    
    
    
    2,094Manufacturing deduction benefit
    
    
    (1,791
    )
    
    
    (1,197
    )Meals and entertainment
    
    
    774
    
    
    
    754Adjustment for uncertain tax positions
    
    
    (1,080
    )
    
    
    (7,070
    )Tax law change related to Medicare Part D subsidy
    
    
    464
    
    
    
    Other, net
    
    
    494
    
    
    
    521Income tax expense
    
    $
    18,936
    
    
    $
    11,928
      20




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July 4,
    
    Pre-tax
    
    Tax
    
    Oct. 3,In Thousands
    
    2010
    
    Activity
    
    Effect
    
    2010Net pension activity:Actuarial loss
    
    $
    (38,809
    )
    
    $
    1,365
    
    
    $
    (535
    )
    
    $
    (37,979
    )Prior service costs
    
    
    (32
    )
    
    
    4
    
    
    
    (2
    )
    
    
    (30
    )Net postretirement benefits activity:Actuarial loss
    
    
    (12,592
    )
    
    
    410
    
    
    
    (161
    )
    
    
    (12,343
    )Prior service costs
    
    
    6,834
    
    
    
    (446
    )
    
    
    175
    
    
    
    6,563Transition asset
    
    
    18
    
    
    
    (6
    )
    
    
    2
    
    
    
    14Ownership share of Southeastern OCI
    
    
    (19
    )
    
    
    16
    
    
    
    (7
    )
    
    
    (10
    )Foreign currency translation adjustment
    
    
    5
    
    
    
    
    
    
    
    1
    
    
    
    6Total
    
    $
    (44,595
    )
    
    $
    1,343
    
    
    $
    (527
    )
    
    $
    (43,779
    )
 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
    )
 21




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Jan. 3,
    
    Pre-tax
    
    Tax
    
    Oct. 3,In Thousands
    
    2010
    
    Activity
    
    Effect
    
    2010Net pension activity:Actuarial loss
    
    $
    (40,626
    )
    
    $
    4,355
    
    
    $
    (1,708
    )
    
    $
    (37,979
    )Prior service costs
    
    
    (37
    )
    
    
    12
    
    
    
    (5
    )
    
    
    (30
    )Net postretirement benefits activity:Actuarial loss
    
    
    (13,470
    )
    
    
    1,092
    
    
    
    35
    
    
    
    (12,343
    )Prior service costs
    
    
    7,376
    
    
    
    (1,338
    )
    
    
    525
    
    
    
    6,563Transition asset
    
    
    26
    
    
    
    (19
    )
    
    
    7
    
    
    
    14Ownership share of Southeastern OCI
    
    
    (49
    )
    
    
    65
    
    
    
    (26
    )
    
    
    (10
    )Foreign currency translation adjustment
    
    
    13
    
    
    
    (13
    )
    
    
    6
    
    
    
    6Total
    
    $
    (46,767
    )
    
    $
    4,154
    
    
    $
    (1,166
    )
    
    $
    (43,779
    )
 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
    )
  sm
  22




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Pension Plans
   Third Quarter
    
    
    First Nine MonthsIn Thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    20
    
    
    $
    23
    
    
    $
    58
    
    
    $
    68Interest cost
    
    
    2,864
    
    
    
    2,788
    
    
    
    8,578
    
    
    
    8,365Expected return on plan assets
    
    
    (2,894
    )
    
    
    (2,270
    )
    
    
    (8,630
    )
    
    
    (6,810
    )Amortization of prior service cost
    
    
    4
    
    
    
    4
    
    
    
    12
    
    
    
    12Recognized net actuarial loss
    
    
    1,365
    
    
    
    2,339
    
    
    
    4,355
    
    
    
    7,017Net periodic pension cost
    
    $
    1,359
    
    
    $
    2,884
    
    
    $
    4,373
    
    
    $
    8,652
  Postretirement Benefits
  24




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Third Quarter
    
    
    First Nine MonthsIn Thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    182
    
    
    $
    158
    
    
    $
    572
    
    
    $
    473Interest cost
    
    
    634
    
    
    
    557
    
    
    
    1,886
    
    
    
    1,672Amortization of unrecognized transitional assets
    
    
    (7
    )
    
    
    (6
    )
    
    
    (19
    )
    
    
    (19
    )Recognized net actuarial loss
    
    
    410
    
    
    
    218
    
    
    
    1,092
    
    
    
    653Amortization of prior service cost
    
    
    (446
    )
    
    
    (446
    )
    
    
    (1,338
    )
    
    
    (1,339
    )Net periodic postretirement benefit cost
    
    $
    773
    
    
    $
    481
    
    
    $
    2,193
    
    
    $
    1,440
 401(k) Savings Plan
   Multi-Employer Benefits
  25




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First Nine MonthsIn Millions
    
    2010
    
    
    2009Payments by the Company for concentrate, syrup,
sweetener and other purchases
    
    $
    301.6
    
    
    $
    277.4Marketing funding support payments to the Company
    
    
    33.8
    
    
    
    35.1Payments by the Company net of marketing funding support
    
    $
    267.8
    
    
    $
    242.3Payments by the Company for customer marketing programs
    
    $
    38.6
    
    
    $
    39.4Payments by the Company for cold drink equipment parts
    
    
    6.4
    
    
    
    5.3Fountain delivery and equipment repair fees paid to the Company
    
    
    7.7
    
    
    
    8.5Presence marketing funding support provided by
The Coca-Cola Company on the Companys behalf
    
    
    3.3
    
    
    
    3.0Payments to the Company to facilitate the distribution of
certain brands and packages to other Coca-Cola bottlers
    
    
    2.2
    
    
    
    .6Sales of finished products to The Coca-Cola Company
    
    
    
    
    
    
    1.1
    26




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Third Quarter
    
    First Nine MonthsIn Thousands
    
    2010
    
    2009
    
    2010
    
    2009Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    259,824
    
    
    $
    257,289
    
    
    $
    783,531
    
    
    $
    749,488Still beverages
    
    
    66,109
    
    
    
    58,253
    
    
    
    172,917
    
    
    
    162,703Total bottle/can sales
    
    
    325,933
    
    
    
    315,542
    
    
    
    956,448
    
    
    
    912,191Other sales:Sales to other Coca-Cola bottlers
    
    
    36,589
    
    
    
    31,822
    
    
    
    107,273
    
    
    
    98,433Post-mix and other
    
    
    32,842
    
    
    
    27,192
    
    
    
    96,502
    
    
    
    77,942Total other sales
    
    
    69,431
    
    
    
    59,014
    
    
    
    203,775
    
    
    
    176,375Total net sales
    
    $
    395,364
    
    
    $
    374,556
    
    
    $
    1,160,223
    
    
    $
    1,088,566
  28




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Third Quarter
    
    
    First Nine MonthsIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator for basic and diluted net income per
Common Stock and Class B Common Stock share:Net income attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    15,533
    
    
    $
    15,428
    
    
    $
    32,236
    
    
    $
    36,146Less dividends:Common Stock
    
    
    1,785
    
    
    
    1,785
    
    
    
    5,356
    
    
    
    5,285Class B Common Stock
    
    
    512
    
    
    
    505
    
    
    
    1,528
    
    
    
    1,587Total undistributed earnings
    
    $
    13,236
    
    
    $
    13,138
    
    
    $
    25,352
    
    
    $
    29,274Common Stock undistributed earnings
 basic
    
    $
    10,291
    
    
    $
    10,239
    
    
    $
    19,721
    
    
    $
    22,511Class B Common Stock undistributed earnings
 basic
    
    
    2,945
    
    
    
    2,899
    
    
    
    5,631
    
    
    
    6,763Total
undistributed earnings  basic
    
    $
    13,236
    
    
    $
    13,138
    
    
    $
    25,352
    
    
    $
    29,274Common Stock
undistributed earnings  diluted
    
    $
    10,246
    
    
    $
    10,194
    
    
    $
    19,635
    
    
    $
    22,438Class B Common Stock undistributed earnings
 diluted
    
    
    2,990
    
    
    
    2,944
    
    
    
    5,717
    
    
    
    6,836Total
undistributed earnings  diluted
    
    $
    13,236
    
    
    $
    13,138
    
    
    $
    25,352
    
    
    $
    29,274Numerator for basic net income per Common
Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,785
    
    
    $
    5,356
    
    
    $
    5,285Common Stock
undistributed earnings  basic
    
    
    10,291
    
    
    
    10,239
    
    
    
    19,721
    
    
    
    22,511Numerator for basic net income per Common
Stock share
    
    $
    12,076
    
    
    $
    12,024
    
    
    $
    25,077
    
    
    $
    27,796Numerator for basic net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    512
    
    
    $
    505
    
    
    $
    1,528
    
    
    $
    1,587Class B Common Stock undistributed earnings
 basic
    
    
    2,945
    
    
    
    2,899
    
    
    
    5,631
    
    
    
    6,763Numerator for basic net income per Class B
Common Stock share
    
    $
    3,457
    
    
    $
    3,404
    
    
    $
    7,159
    
    
    $
    8,350
 29




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Third Quarter
    
    
    First Nine MonthsIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator for diluted net income per
Common Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,785
    
    
    $
    5,356
    
    
    $
    5,285Dividends on Class B Common Stock
assumed converted to Common Stock
    
    
    512
    
    
    
    505
    
    
    
    1,528
    
    
    
    1,587Common Stock undistributed earnings
 diluted
    
    
    13,236
    
    
    
    13,138
    
    
    
    25,352
    
    
    
    29,274Numerator for diluted net income per
Common Stock share
    
    $
    15,533
    
    
    $
    15,428
    
    
    $
    32,236
    
    
    $
    36,146Numerator for diluted net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    512
    
    
    $
    505
    
    
    $
    1,528
    
    
    $
    1,587Class B Common Stock undistributed earnings
 diluted
    
    
    2,990
    
    
    
    2,944
    
    
    
    5,717
    
    
    
    6,836Numerator for diluted net income per Class B
Common Stock share
    
    $
    3,502
    
    
    $
    3,449
    
    
    $
    7,245
    
    
    $
    8,423
 30




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##### Table of Contents



Third Quarter
    
    
    First Nine MonthsIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Denominator for basic net income per Common
Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  basic
    
    
    7,141
    
    
    
    7,141
    
    
    
    7,141
    
    
    
    7,047Class B Common Stock weighted average shares
outstanding  basic
    
    
    2,044
    
    
    
    2,022
    
    
    
    2,039
    
    
    
    2,117Denominator for diluted net income per Common
Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  diluted (assumes conversion of
Class B Common Stock to Common Stock)
    
    
    9,225
    
    
    
    9,203
    
    
    
    9,220
    
    
    
    9,194Class B Common Stock weighted average shares
outstanding  diluted
    
    
    2,084
    
    
    
    2,062
    
    
    
    2,079
    
    
    
    2,147Basic net income per share:Common Stock
    
    $
    1.69
    
    
    $
    1.68
    
    
    $
    3.51
    
    
    $
    3.94Class B Common Stock
    
    $
    1.69
    
    
    $
    1.68
    
    
    $
    3.51
    
    
    $
    3.94Diluted net income per share:Common Stock
    
    $
    1.68
    
    
    $
    1.68
    
    
    $
    3.50
    
    
    $
    3.93Class B Common Stock
    
    $
    1.68
    
    
    $
    1.67
    
    
    $
    3.48
    
    
    $
    3.92
 
  (1)
    
    For purposes of the diluted net income per share computation for Common Stock, all shares of
Class B Common Stock are assumed to be converted; therefore, 100% of undistributed earnings is
allocated to Common Stock.(2)
    
    For purposes of the diluted net income per share computation for Class B Common Stock,
weighted average shares of Class B Common Stock are assumed to be outstanding for the entire
period and not converted.(3)
    
    Denominator for diluted net income per share for Common Stock and Class B Common Stock
includes the dilutive effect of shares relative to the Performance Unit Award.
 31




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32




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##### Table of Contents



First Nine MonthsIn Thousands
    
    2010
    
    2009Accounts receivable, trade, net
    
    $
    (22,827
    )
    
    $
    3,586Accounts receivable from The Coca-Cola Company
    
    
    (16,056
    )
    
    
    (14,006
    )Accounts receivable, other
    
    
    (4,972
    )
    
    
    (4,025
    )Inventories
    
    
    (5,014
    )
    
    
    (2,265
    )Prepaid expenses and other current assets
    
    
    3,128
    
    
    
    (4,355
    )Accounts payable, trade
    
    
    359
    
    
    
    (9,786
    )Accounts payable to The Coca-Cola Company
    
    
    15,514
    
    
    
    8,290Other accrued liabilities
    
    
    3,141
    
    
    
    6,704Accrued compensation
    
    
    149
    
    
    
    (1,554
    )Accrued interest payable
    
    
    4,535
    
    
    
    4,348Increase in current assets less current liabilities
    
    $
    (22,043
    )
    
    $
    (13,063
    )
 Non-cash activity
    Recently Adopted Pronouncements
  33




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34




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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 2010 (Q3 2010) and the first
nine months of 2010 (YTD 2010) and changes from the third quarter of 2009 (Q3 2009) and
the first nine months of 2009 (YTD 2009).
    
    Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
 a discussion of accounting policies that are most important to the portrayal of the
Companys financial condition and results of operations and that require critical judgments
and estimates and the expected impact of new accounting pronouncements.
    
    Results of Operations  an analysis of the Companys results of operations for Q3 2010
and YTD 2010 compared to Q3 2009 and YTD 2009.
    
    Financial Condition  an analysis of the Companys financial condition as of the end of
Q3 2010 compared to year-end 2009 and the end of Q3 2009 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.
   Our Business and the Nonalcoholic Beverage Industry
 Coca-Cola
 35




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##### Table of Contents



Third Quarter
    
    First Nine MonthsIn Thousands
    
    2010
    
    2009
    
    2010
    
    2009Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    259,824
    
    
    $
    257,289
    
    
    $
    783,531
    
    
    $
    749,488Still beverages
    
    
    66,109
    
    
    
    58,253
    
    
    
    172,917
    
    
    
    162,703Total bottle/can sales
    
    
    325,933
    
    
    
    315,542
    
    
    
    956,448
    
    
    
    912,191Other sales:Sales to other Coca-Cola bottlers
    
    
    36,589
    
    
    
    31,822
    
    
    
    107,273
    
    
    
    98,433Post-mix and other
    
    
    32,842
    
    
    
    27,192
    
    
    
    96,502
    
    
    
    77,942Total other sales
    
    
    69,431
    
    
    
    59,014
    
    
    
    203,775
    
    
    
    176,375Total net sales
    
    $
    395,364
    
    
    $
    374,556
    
    
    $
    1,160,223
    
    
    $
    1,088,566
 36




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##### Table of Contents



Areas of Emphasis
  Revenue Management
  Product Innovation and Beverage Portfolio Expansion
   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 its full service vending customers.
  Productivity
  37




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##### Table of Contents



Overview of Operations and Financial Condition
  Q3 2010 and YTD 2010
    
    a $.1 million pre-tax favorable mark-to-market adjustment and a $1.3 million pre-tax
unfavorable mark-to-market adjustment to S,D&A expenses related to the Companys 2010 fuel
hedging program in Q3 2010 and YTD 2010, respectively;
    
    a $3.0 million pre-tax favorable mark-to-market adjustment and a $3.2 million pre-tax
unfavorable mark-to-market adjustment to cost of sales related to the Companys 2010 and
2011 aluminum hedging program in Q3 2010 and YTD 2010, respectively;
    
    a $.1 million and a $.9 million pre-tax favorable adjustment to cost of sales related to
the gain on the replacement of flood damaged production equipment in Q3 2010 and YTD 2010,
respectively;
    
    a $.2 million pre-tax unfavorable adjustment to S,D&A expenses related to the loss
recorded on the disposal of uninsured vending equipment from the Nashville area flood in
YTD 2010;
    
    a $.1 million pre-tax favorable adjustment to S,D&A expenses related to the gain on
replacement of flood damaged building fixtures in Q3 2010;
    
    a $.5 million unfavorable adjustment to income tax expense related to the elimination of
the deduction related to Medicare Part D subsidy in the first quarter of 2010; and
    
    a $1.7 million credit to income tax expense related to the reduction of the liability
for uncertain tax positions in Q3 2010 due mainly to the lapse of applicable statutes of
limitations.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 the first quarter of 2009 (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; and
    
    a $.5 million pre-tax unfavorable mark-to-market adjustment and $2.9 million pre-tax
favorable mark-to-market adjustment to S,D&A expenses related to the Companys 2009 and
2010 fuel hedging programs in Q3 2009 and YTD 2009, respectively.
 38




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##### Table of Contents



Third Quarter
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2010
    
    2009
    
    Change
    
    ChangeNet sales
    
    $
    395,364
    
    
    $
    374,556
    
    
    $
    20,808
    
    
    
    5.6Gross margin
    
    
    173,117
    
    
    
    157,320
    
    
    
    15,797
    
    
    
    10.0S,D&A expenses
    
    
    139,455
    
    
    
    131,024
    
    
    
    8,431
    
    
    
    6.4Income from operations
    
    
    33,662
    
    
    
    26,296
    
    
    
    7,366
    
    
    
    28.0Interest expense, net
    
    
    8,841
    
    
    
    8,866
    
    
    
    (25
    )
    
    
    (0.3
    )Income before income taxes
    
    
    24,821
    
    
    
    17,430
    
    
    
    7,391
    
    
    
    42.4Income tax expense
    
    
    7,610
    
    
    
    1,043
    
    
    
    6,567
    
    
    NM*Net income
    
    
    17,211
    
    
    
    16,387
    
    
    
    824
    
    
    
    5.0Net income attributable to the Company
    
    
    15,533
    
    
    
    15,428
    
    
    
    105
    
    
    
    0.7Basic net income per share:Common Stock
    
    $
    1.69
    
    
    $
    1.68
    
    
    $
    0.01
    
    
    
    0.6Class B Common Stock
    
    $
    1.69
    
    
    $
    1.68
    
    
    $
    0.01
    
    
    
    0.6Diluted net income per share:Common Stock
    
    $
    1.68
    
    
    $
    1.68
    
    
    
    
    
    
    
    Class B Common Stock
    
    $
    1.68
    
    
    $
    1.67
    
    
    $
    0.01
    
    
    
    0.6
  *
    
    Not Meaningful First Nine Months
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2010
    
    2009
    
    Change
    
    ChangeNet sales
    
    $
    1,160,223
    
    
    $
    1,088,566
    
    
    $
    71,657
    
    
    
    6.6Gross margin
    
    
    487,828
    
    
    
    464,576
    
    
    
    23,252
    
    
    
    5.0S,D&A expenses
    
    
    406,689
    
    
    
    386,461
    
    
    
    20,228
    
    
    
    5.2Income from operations
    
    
    81,139
    
    
    
    78,115
    
    
    
    3,024
    
    
    
    3.9Interest expense, net
    
    
    26,453
    
    
    
    28,059
    
    
    
    (1,606
    )
    
    
    (5.7
    )Income before income taxes
    
    
    54,686
    
    
    
    50,056
    
    
    
    4,630
    
    
    
    9.2Income tax expense
    
    
    18,936
    
    
    
    11,928
    
    
    
    7,008
    
    
    
    58.8Net income
    
    
    35,750
    
    
    
    38,128
    
    
    
    (2,378
    )
    
    
    (6.2
    )Net income attributable to the Company
    
    
    32,236
    
    
    
    36,146
    
    
    
    (3,910
    )
    
    
    (10.8
    )Basic net income per share:Common Stock
    
    $
    3.51
    
    
    $
    3.94
    
    
    $
    (0.43
    )
    
    
    (10.9
    )Class B Common Stock
    
    $
    3.51
    
    
    $
    3.94
    
    
    $
    (0.43
    )
    
    
    (10.9
    )Diluted net income per share:Common Stock
    
    $
    3.50
    
    
    $
    3.93
    
    
    $
    (0.43
    )
    
    
    (10.9
    )Class B Common Stock
    
    $
    3.48
    
    
    $
    3.92
    
    
    $
    (0.44
    )
    
    
    (11.2
    )
  39




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##### Table of Contents



Oct. 3,
    
    Jan. 3,
    
    Sept. 27,In Thousands
    
    2010
    
    2010
    
    2009Debt
    
    $
    523,025
    
    
    $
    537,917
    
    
    $
    552,882Capital lease obligations
    
    
    60,247
    
    
    
    63,107
    
    
    
    64,006Total debt and capital lease obligations
    
    
    583,272
    
    
    
    601,024
    
    
    
    616,888Less: Cash and cash equivalents
    
    
    33,924
    
    
    
    22,270
    
    
    
    29,574Total net debt and capital lease obligations (1)
    
    $
    549,348
    
    
    $
    578,754
    
    
    $
    587,314
 (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. 40




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##### Table of Contents



Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
 Critical Accounting Policies
   New Accounting Pronouncements
 Recently
Adopted Pronouncements
     41




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Results of Operations
 Q3 2010 Compared to Q3 2009 and YTD 2010 Compared to YTD 2009
 Net Sales
   Q3 2010
    
    
    Attributable to:(In Millions)$
    6.8
    
    
    2.1% increase in bottle/can sales price per unit primarily due to higher per unit prices in sparkling
beverages except energy products and a change in product mix primarily due to a lower percentage of future
consumption 12-ounce can sales which have a lower sales price per unit than immediate consumption products
partially offset by lower per unit prices for still beverages4.4
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)3.6
    
    
    1.2% increase in bottle/can volume primarily due to a volume increase in still
beverages and energy products partially offset by a volume decrease in sparkling beverages
excluding energy products3.0
    
    
    8.9% increase in sales price per unit for sales to other Coca-Cola bottlers1.8
    
    
    5.6% increase in sales volume to other Coca-Cola bottlers primarily due to an
increase in still beverages1.2
    
    
    Other$
    20.8
    
    
    Total increase in net sales
  YTD 2010
    
    
    Attributable to:(In Millions)$
    61.9
    
    
    6.8% increase in bottle/can volume primarily due to a volume increase in all beverages(17.7
    )
    
    1.8% decrease in bottle/can sales price per unit primarily due to lower per unit prices in
all product categories and a change in product mix primarily due to a higher percentage of
future consumption 12-ounce can sales which have a lower sales price per unit than immediate
consumption products15.2
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)4.5
    
    
    4.6% increase in sales volume to other Coca-Cola bottlers primarily due to an
increase in still beverages4.3
    
    
    4.2% increase in sales price per unit for sales to other Coca-Cola bottlers3.5
    
    
    Other$
    71.7
    
    
    Total increase in net sales
 42




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##### Table of Contents



th
    Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    Q3 2010
    
    Q3 2009
    

% Increase (Decrease)Sparkling beverages (including
energy products)
    
    
    81.7
    %
    
    
    85.0
    %
    
    
    (2.8
    )Still beverages
    
    
    18.3
    %
    
    
    15.0
    %
    
    
    23.6Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    1.2
 Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    YTD 2010
    
    YTD 2009
    

% IncreaseSparkling beverages (including
energy products)
    
    
    84.2
    %
    
    
    85.5
    %
    
    
    5.2Still beverages
    
    
    15.8
    %
    
    
    14.5
    %
    
    
    15.9Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    6.8
   43




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##### Table of Contents



Cost of Sales
    Q3 2010
    
    
    Attributable to:(In Millions)$
    (2.9
    )
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn syrup2.3
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)2.2
    
    
    1.2% increase in bottle/can volume primarily due to a volume increase in still
beverages and energy products partially offset by a volume decrease in sparkling beverages
excluding energy products1.7
    
    
    5.6% increase in sales volume to other Coca-Cola bottlers primarily due to an increase
in still beverages(1.7
    )
    
    Decrease in cost due to the Companys aluminum hedging program0.5
    
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company(0.1
    )
    
    Gain on the replacement of flood damaged production equipment3.0
    
    
    Other$
    5.0
    
    
    Total increase in cost of sales
  YTD 2010
    
    
    Attributable to:(In Millions)$
    36.4
    
    
    6.8% increase in bottle/can volume primarily due to a volume increase in all beverages(16.1
    )
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn syrup9.9
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)7.9
    
    
    Increase in cost due to the Companys aluminum hedging program4.4
    
    
    4.6% increase in sales volume to other Coca-Cola bottlers primarily due to an increase
in still beverages(0.9
    )
    
    Gain on the replacement of flood damaged production equipment0.8
    
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company6.0
    
    
    Other$
    48.4
    
    
    Total increase in cost of sales
  44




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##### Table of Contents



Gross Margin
   Q3 2010
    
    
    Attributable to:(In Millions)$
    6.8
    
    
    2.1% increase in bottle/can sales price per unit primarily due to higher per unit prices in sparkling
beverages except energy products and a change in product mix primarily due to a lower percentage of future
consumption 12-ounce can sales which have a lower sales price per unit than immediate consumption products
partially offset by lower per unit prices for still beverages3.0
    
    
    8.9% increase in sales price per unit for sales to other Coca-Cola bottlers2.9
    
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn
syrup2.1
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)1.7
    
    
    Decrease in cost due to the Companys aluminum hedging program1.4
    
    
    1.2% increase in bottle/can volume primarily due to a volume increase in still
beverages and energy products partially offset by a volume decrease in sparkling beverages
excluding energy products(0.5
    )
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company0.1
    
    
    5.6% increase in sales volume to other Coca-Cola bottlers primarily due to an increase
in still beverages0.1
    
    
    Gain on the replacement of flood damaged production equipment(1.8
    )
    
    Other$
    15.8
    
    
    Total increase in gross margin
 45




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##### Table of Contents



YTD 2010
    
    
    Attributable to:(In Millions)$
    25.5
    
    
    6.8% increase in bottle/can volume primarily due to a volume increase in all beverages(17.7
    )
    
    1.8% decrease in bottle/can sales price per unit primarily due to lower per unit prices in
all product categories and a change in product mix primarily due to a higher percentage of
future consumption 12-ounce can sales which have a lower sales price per unit than immediate
consumption products16.1
    
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn syrup(7.9
    )
    
    Increase in cost due to the Companys aluminum hedging program5.3
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)4.3
    
    
    4.2% increase in sales price per unit for sales to other Coca-Cola bottlers0.9
    
    
    Gain on the replacement of flood damaged production equipment(0.8
    )
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company0.1
    
    
    4.6% increase in sales volume to other Coca-Cola bottlers primarily due to an increase
in still beverages(2.5
    )
    
    Other$
    23.3
    
    
    Total increase in gross margin
   S,D&A Expenses
   46




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Q3 2010
    
    
    Attributable to:(In Millions)$
    2.7
    
    
    Increase in employee salaries including bonus and incentive expense2.1
    
    
    Increase in professional fees primarily due to consulting project support1.7
    
    
    Payments to employees participating in the Companys auto allowance program (program implemented in
phases beginning in the second quarter of 2009)0.9
    
    
    Increase in
marketing expenses(0.7
    )
    
    Decrease in property and casualty insurance expense(0.5
    )
    
    Decrease fuel costs primarily due to mark-to-market adjustment on fuel hedging ($.5
million loss in Q3 2009 as compared to $.1 million gain in Q3 2010)2.2
    
    
    Other$
    8.4
    
    
    Total increase in S,D&A expenses
  YTD 2010
    
    
    Attributable to:(In Millions)$
    7.0
    
    
    Payments to employees participating in the Companys auto allowance program (program implemented in phases
beginning in the second quarter of 2009)7.0
    
    
    Increase in employee salaries including bonus and incentive expense4.0
    
    
    Increase in fuel costs primarily due to the mark-to-market adjustment on fuel hedging ($2.9 million gain
in YTD 2009 as compared to $1.3 million loss in YTD 2010)3.6
    
    
    Increase in professional fees primarily due to consulting project support1.2
    
    
    Increase in
marketing expenses(2.4
    )
    
    Decrease in bad debt expense due to improvement in customer trade receivable portfolio
performance(2.4
    )
    
    Decrease in employee benefit costs primarily due to decreased pension expense(2.3
    )
    
    Decrease in property and casualty insurance expense(1.9
    )
    
    Decrease in depreciation expense primarily due to new auto allowance program6.4
    
    
    Other$
    20.2
    
    
    Total increase in S,D&A expenses
     47




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Interest Expense
  Income Taxes
   48




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Noncontrolling Interest
  Financial Condition
    
    
    An increase in cash and cash equivalents of $12.7 million primarily due to cash flow from
operations.
    
    An increase in accounts
receivable, trade of $22.8 million primarily due to increased
sales.
    
    An increase in inventories
of $3.6 million due primarily to normal seasonal increase.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $16.1 million and $15.5 million, respectively, primarily due to the
timing of payments.
    
    An increase in accrued interest payable of $4.5 million due to the timing of payments.
  
    
    An increase in cash and cash equivalents of $5.4 million primarily due to cash flow from
operations.
    
    An increase in accounts
receivable, trade of $19.3 million primarily due to increased
sales.
    
    A decrease in inventories of
$5.1 million due primarily to the decreased demand for future
consumption products during Q3 2010.
    
    An increase in accounts receivable from and a decrease in accounts payable to The Coca-Cola
Company of $2.7 million and $.2 million, respectively, primarily due to the timing of
payments.
    
    An increase in accounts
payable, trade of $5.8 million primarily due to the timing of payments.
    
    An increase in prepaid
expenses and other current assets of $6.4 million primarily due to hedging
activities.
  49




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Liquidity and Capital Resources
 Capital Resources
      Cash Sources and Uses
  50




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First Nine MonthsIn Millions
    
    2010
    
    2009Cash SourcesCash provided by operating activities (excluding income tax
and pension payments)
    
    $
    86.9
    
    
    $
    82.2Proceeds from reduction of restricted cash
    
    
    1.0
    
    
    
    Proceeds from lines of credit, net
    
    
    
    
    
    
    30.0Proceeds from issuance of debt
    
    
    
    
    
    
    108.1Proceeds from the sale of property, plant and equipment
    
    
    1.4
    
    
    
    4.9Total cash sources
    
    $
    89.3
    
    
    $
    225.2Cash UsesCapital expenditures
    
    $
    29.0
    
    
    $
    29.8Payment of debt and capital lease obligations
    
    
    17.9
    
    
    
    179.1Investment in restricted cash
    
    
    
    
    
    
    4.5Debt issuance costs
    
    
    
    
    
    
    1.0Dividends
    
    
    6.9
    
    
    
    6.9Income tax payments
    
    
    14.1
    
    
    
    13.8Pension payments
    
    
    8.7
    
    
    
    10.1Other
    
    
    
    
    
    
    .3Total cash uses
    
    $
    76.6
    
    
    $
    245.5Increase (decrease) in cash
    
    $
    12.7
    
    
    $
    (20.3
    )
 Investing Activities
  Financing Activities
  51




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Long-Term DebtStandard & Poors
    
    BBBMoodys
    
    Baa2
   Off-Balance Sheet Arrangements
  52




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Aggregate Contractual Obligations
  Payments Due by PeriodOct. 2010-
    
    Oct. 2011-
    
    Oct. 2013-
    
    AfterIn Thousands
    
    Total
    
    Sept. 2011
    
    Sept. 2013
    
    Sept. 2015
    
    Sept. 2015Contractual obligations:Total debt, net of interest
    
    $
    523,025
    
    
    $
    
    
    
    $
    150,000
    
    
    $
    100,000
    
    
    $
    273,025Capital lease obligations,
net of interest
    
    
    60,247
    
    
    
    3,861
    
    
    
    8,358
    
    
    
    9,875
    
    
    
    38,153Estimated interest on
long-term debt and capital
lease obligations (1)
    
    
    179,869
    
    
    
    32,959
    
    
    
    58,354
    
    
    
    46,167
    
    
    
    42,389Purchase obligations (2)
    
    
    326,865
    
    
    
    89,145
    
    
    
    178,290
    
    
    
    59,430
    
    
    
    Other long-term liabilities (3)
    
    
    111,251
    
    
    
    9,938
    
    
    
    17,842
    
    
    
    12,763
    
    
    
    70,708Operating leases
    
    
    18,596
    
    
    
    3,810
    
    
    
    4,624
    
    
    
    3,131
    
    
    
    7,031Long-term contractual
arrangements (4)
    
    
    18,706
    
    
    
    6,531
    
    
    
    9,686
    
    
    
    2,294
    
    
    
    195Postretirement obligations
    
    
    45,449
    
    
    
    2,898
    
    
    
    5,445
    
    
    
    5,871
    
    
    
    31,235Purchase orders (5)
    
    
    35,774
    
    
    
    35,774
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,319,782
    
    
    $
    184,916
    
    
    $
    432,599
    
    
    $
    239,531
    
    
    $
    462,736
 (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, 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.
     53




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Hedging Activities
 Interest Rate Hedging
     Fuel Hedging
      54




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Aluminum Hedging
    55




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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 October 3, 2010;
    
    the Companys belief that cash contributions in 2010 to its two Company-sponsored
pension plans will be approximately $9.6 million;
    
    the Companys belief that postretirement medical care payments are expected to be
approximately $2.5 million in 2010;
    
    the Companys expectation that additions to property, plant and equipment in 2010 will
be in the range of $55 million to $60 million;
    
    the Companys beliefs and estimates regarding the impact of the adoption of certain new
accounting pronouncements;
    
    the Companys beliefs that the growth prospects of Company-owned or exclusive licensed
brands appear promising and the cost of developing, marketing and distributing these brands
may be significant;
    
    the Companys 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 $27 million assuming no change in volume;
    
    the Companys belief that innovation of new brands and packages will continue to be
critical to the Companys overall revenue;
 56




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##### Table of Contents




    
    the Companys expectation that it will not incur any significant expenses related to the
Nashville area flood for the remainder of 2010; and
    
    the Companys expectation that uncertain tax positions 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.
   57




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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
    58




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Effects of Changing Prices
  
 Item 4. Controls and Procedures.
   59




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##### Table of Contents



Item 1A. Risk Factors.
  Increases in the cost of employee benefits, including current employees medical benefits and
postretirement benefits, could impact the Companys financial results and cash flow.
  60




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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.10.1
    
    Form of Master Bottle Contract (Cola Beverage Agreement), made and entered
into, effective January 27, 1989, between The Coca-Cola Company and Coca-Cola Bottling
Co. Consolidated (the Company), together with Form of Home Market Amendment to
Master Bottle Contract, effective as of October 29, 1999 (filed herewith).10.2
    
    Form of Allied Bottle Contract (Allied Beverage Agreement), made and entered
into effective January 11, 1990, between The Coca-Cola Company and the Company (as
successor to Coca-Cola Bottling Company of Anderson, S.C.) (filed herewith).10.3
    
    Letter Agreement, dated January 27, 1989, between The Coca-Cola Company and the
Company, modifying the Cola Beverage Agreements and Allied Beverage Agreements (filed
herewith).10.4
    
    Form of Marketing and Distribution Agreement (Still Beverage Agreement), made
and entered into effective October 1, 2000, between The Coca-Cola Company and the
Company (as successor to Metrolina Bottling Company), with respect to Dasani (filed
herewith).10.5
    
    Form of Letter Agreement, dated December 10, 2001, between The Coca-Cola
Company and the Company, together with Letter Agreement dated December 14, 1994,
modifying the Still Beverage Agreements (filed herewith).10.6*
    
    Incident Pricing Letter Agreement, dated March 16, 2009, between The Coca-Cola
Company and the Company (filed herewith).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).
 
 *
    
    Certain portions of the exhibit have been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested for such
portions of the exhibit.
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COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)Date:  November 12, 2010
    By:
    /s/ James E. HarrisJames E. HarrisPrincipal Financial Officer of the Registrant
and
Senior Vice President and Chief Financial OfficerDate:  November 12, 2010
    By:
    /s/ William J. BilliardWilliam J. BilliardPrincipal Accounting Officer of the Registrant
and
Vice President, Controller and Chief Accounting Officer 62