##### 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 July 4, 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
 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 July 30, 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 JULY 4, 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
    
    
    57Item 4.
    
    Controls and Procedures
    
    
    58PART II  OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    59Item 6.
    
    Exhibits
    
    
    60Signatures
    
    
    61EX-4.1EX-4.2EX-4.3EX-10.1EX-10.2EX-12EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Item 1. Financial Statements.
  
 
 Second Quarter
    
    
    First Half2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    417,361
    
    
    $
    377,749
    
    
    $
    764,859
    
    
    $
    714,010Cost of sales
    
    
    249,353
    
    
    
    217,622
    
    
    
    450,148
    
    
    
    406,754Gross margin
    
    
    168,008
    
    
    
    160,127
    
    
    
    314,711
    
    
    
    307,256Selling, delivery and administrative expenses
    
    
    138,190
    
    
    
    129,449
    
    
    
    267,234
    
    
    
    255,437Income from operations
    
    
    29,818
    
    
    
    30,678
    
    
    
    47,477
    
    
    
    51,819Interest expense, net
    
    
    8,802
    
    
    
    9,935
    
    
    
    17,612
    
    
    
    19,193Income before income taxes
    
    
    21,016
    
    
    
    20,743
    
    
    
    29,865
    
    
    
    32,626Income tax expense
    
    
    7,612
    
    
    
    7,825
    
    
    
    11,326
    
    
    
    10,885Net income
    
    
    13,404
    
    
    
    12,918
    
    
    
    18,539
    
    
    
    21,741Less: Net income attributable to the
noncontrolling interest
    
    
    1,361
    
    
    
    731
    
    
    
    1,836
    
    
    
    1,023Net income attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    12,043
    
    
    $
    12,187
    
    
    $
    16,703
    
    
    $
    20,718Basic net income per share based on net income attributable to 
Coca-Cola Bottling Co. Consolidated:Common Stock
    
    $
    1.31
    
    
    $
    1.33
    
    
    $
    1.82
    
    
    $
    2.26Weighted average number of Common Stock
shares outstanding
    
    
    7,141
    
    
    
    7,141
    
    
    
    7,141
    
    
    
    6,999Class B Common Stock
    
    $
    1.31
    
    
    $
    1.33
    
    
    $
    1.82
    
    
    $
    2.26Weighted average number of Class B Common
Stock shares outstanding
    
    
    2,044
    
    
    
    2,022
    
    
    
    2,036
    
    
    
    2,164Diluted net income per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    1.31
    
    
    $
    1.32
    
    
    $
    1.81
    
    
    $
    2.25Weighted average number of Common Stock
shares outstanding  assuming dilution
    
    
    9,225
    
    
    
    9,203
    
    
    
    9,217
    
    
    
    9,189Class B Common Stock
    
    $
    1.30
    
    
    $
    1.32
    
    
    $
    1.80
    
    
    $
    2.25Weighted average number of Class B Common
Stock shares outstanding  assuming dilution
    
    
    2,084
    
    
    
    2,062
    
    
    
    2,076
    
    
    
    2,190Cash dividends per share:Common Stock
    
    $
    .25
    
    
    $
    .25
    
    
    $
    .50
    
    
    $
    .50Class B Common Stock
    
    $
    .25
    
    
    $
    .25
    
    
    $
    .50
    
    
    $
    .50
  3




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedJuly 4,
    
    
    Jan. 3,
    
    
    June 28,2010
    
    
    2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    14,301
    
    
    $
    17,770
    
    
    $
    33,453Restricted cash
    
    
    3,500
    
    
    
    4,500
    
    
    
    4,500Accounts receivable, trade, less allowance for
doubtful accounts of $2,051, 
$2,187 and $2,101,
respectively
    
    
    133,034
    
    
    
    92,727
    
    
    
    103,971Accounts receivable from The Coca-Cola Company
    
    
    20,897
    
    
    
    4,109
    
    
    
    22,721Accounts receivable, other
    
    
    18,855
    
    
    
    17,005
    
    
    
    15,576Inventories
    
    
    72,105
    
    
    
    59,122
    
    
    
    77,385Prepaid expenses and other current assets
    
    
    30,583
    
    
    
    35,016
    
    
    
    32,753Total current assets
    
    
    293,275
    
    
    
    230,249
    
    
    
    290,359Property, plant and equipment, net
    
    
    317,140
    
    
    
    326,701
    
    
    
    325,820Leased property under capital leases, net
    
    
    49,202
    
    
    
    51,548
    
    
    
    53,906Other assets
    
    
    41,034
    
    
    
    46,508
    
    
    
    41,454Franchise rights
    
    
    520,672
    
    
    
    520,672
    
    
    
    520,672Goodwill
    
    
    102,049
    
    
    
    102,049
    
    
    
    102,049Other identifiable intangible assets, net
    
    
    5,105
    
    
    
    5,350
    
    
    
    5,630Total
    
    $
    1,328,477
    
    
    $
    1,283,077
    
    
    $
    1,339,890
  4




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedJuly 4,
    
    
    Jan. 3,
    
    
    June 28,2010
    
    
    2010
    
    
    2009LIABILITIES AND EQUITYCurrent Liabilities:Current portion of debt
    
    $
    5,000
    
    
    $
    
    
    
    $
    2,440Current portion of obligations under capital leases
    
    
    3,856
    
    
    
    3,846
    
    
    
    3,674Accounts payable, trade
    
    
    46,944
    
    
    
    36,794
    
    
    
    42,843Accounts payable to The Coca-Cola Company
    
    
    52,573
    
    
    
    27,880
    
    
    
    50,054Other accrued liabilities
    
    
    66,606
    
    
    
    61,978
    
    
    
    77,762Accrued compensation
    
    
    18,001
    
    
    
    25,963
    
    
    
    19,965Accrued interest payable
    
    
    5,522
    
    
    
    5,521
    
    
    
    7,451Total current liabilities
    
    
    198,502
    
    
    
    161,982
    
    
    
    204,189Deferred income taxes
    
    
    149,622
    
    
    
    158,548
    
    
    
    139,328Pension and postretirement benefit obligations
    
    
    88,465
    
    
    
    89,306
    
    
    
    102,790Other liabilities
    
    
    110,004
    
    
    
    106,968
    
    
    
    108,098Obligations under capital leases
    
    
    57,361
    
    
    
    59,261
    
    
    
    61,217Long-term debt
    
    
    537,988
    
    
    
    537,917
    
    
    
    577,848Total liabilities
    
    
    1,141,942
    
    
    
    1,113,982
    
    
    
    1,193,470Commitments 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
    
    
    120,111
    
    
    
    107,995
    
    
    
    95,158Accumulated other comprehensive loss
    
    
    (44,595
    )
    
    
    (46,767
    )
    
    
    (55,319
    )193,149
    
    
    
    177,545
    
    
    
    156,254Less-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
    
    
    131,895
    
    
    
    116,291
    
    
    
    95,000Noncontrolling interest
    
    
    54,640
    
    
    
    52,804
    
    
    
    51,420Total equity
    
    
    186,535
    
    
    
    169,095
    
    
    
    146,420Total
    
    $
    1,328,477
    
    
    $
    1,283,077
    
    
    $
    1,339,890
  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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,718
    
    
    
    
    
    
    
    
    
    
    
    20,718
    
    
    
    1,023
    
    
    
    21,741Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Pension and postretirement
benefit adjustments, 

net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,556
    
    
    
    
    
    
    
    2,556
    
    
    
    
    
    
    
    2,556Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,272
    
    
    
    1,023
    
    
    
    24,295Cash dividends paid 
Common ($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,446
    )
    
    
    
    
    
    
    
    
    
    
    (3,446
    )
    
    
    
    
    
    
    (3,446
    )Class B Common
($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    
    
    
    
    (1,135
    )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 June 28, 2009
    
    $
    10,204
    
    
    $
    2,649
    
    
    $
    103,562
    
    
    $
    95,158
    
    
    $
    (55,319
    )
    
    $
    (61,254
    )
    
    $
    95,000
    
    
    $
    51,420
    
    
    $
    146,420Balance 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,703
    
    
    
    
    
    
    
    
    
    
    
    16,703
    
    
    
    1,836
    
    
    
    18,539Ownership share of
Southeastern OCI
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    30
    
    
    
    
    
    
    
    30Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Pension and postretirement
benefit adjustments,

net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,150
    
    
    
    
    
    
    
    2,150
    
    
    
    
    
    
    
    2,150Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,875
    
    
    
    1,836
    
    
    
    20,711Cash dividends paid 
Common ($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,571
    )
    
    
    
    
    
    
    
    
    
    
    (3,571
    )
    
    
    
    
    
    
    (3,571
    )Class B Common
($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,016
    )
    
    
    
    
    
    
    
    
    
    
    (1,016
    )
    
    
    
    
    
    
    (1,016
    )Issuance of 22,320 shares of
Class B Common Stock
    
    
    
    
    
    
    22
    
    
    
    1,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,316
    
    
    
    
    
    
    
    1,316Balance on July 4, 2010
    
    $
    10,204
    
    
    $
    2,671
    
    
    $
    104,758
    
    
    $
    120,111
    
    
    $
    (44,595
    )
    
    $
    (61,254
    )
    
    $
    131,895
    
    
    $
    54,640
    
    
    $
    186,535
  6




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##### Table of Contents



First Half2010
    
    
    2009Cash Flows from Operating ActivitiesNet income
    
    $
    18,539
    
    
    $
    21,741Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation expense
    
    
    29,286
    
    
    
    30,415Amortization of intangibles
    
    
    245
    
    
    
    280Deferred income taxes
    
    
    2,303
    
    
    
    640Loss on sale of property, plant and equipment
    
    
    992
    
    
    
    355Net gain on property, plant and equipment damaged in flood
    
    
    (612
    )
    
    
    Amortization of debt costs
    
    
    1,170
    
    
    
    1,218Amortization of deferred gain related to terminated
interest rate agreements
    
    
    (604
    )
    
    
    (1,468
    )Stock compensation expense
    
    
    925
    
    
    
    1,164Insurance proceeds received for flood damage
    
    
    1,450
    
    
    
    Increase in current assets less current liabilities
    
    
    (30,623
    )
    
    
    (8,987
    )(Increase) decrease in other noncurrent assets
    
    
    4,538
    
    
    
    (7,552
    )Decrease in other noncurrent liabilities
    
    
    (15,316
    )
    
    
    (9,684
    )Other
    
    
    (13
    )
    
    
    (3
    )Total adjustments
    
    
    (6,259
    )
    
    
    6,378Net cash provided by operating activities
    
    
    12,280
    
    
    
    28,119Cash Flows from Investing ActivitiesAdditions to property, plant and equipment
    
    
    (16,496
    )
    
    
    (17,224
    )Proceeds from the sale of property, plant and equipment
    
    
    1,312
    
    
    
    371(Increase) decrease in restricted cash
    
    
    1,000
    
    
    
    (4,500
    )Net cash used in investing activities
    
    
    (14,184
    )
    
    
    (21,353
    )Cash Flows from Financing ActivitiesProceeds from the issuance of long-term debt, net
    
    
    
    
    
    
    108,062Proceeds from lines of credit, net
    
    
    5,000
    
    
    
    Repayment  current portion of long-term debt
    
    
    
    
    
    
    (119,253
    )Cash dividends paid
    
    
    (4,587
    )
    
    
    (4,581
    )Payments for the termination of interest rate lock agreements
    
    
    
    
    
    
    (340
    )Principal payments on capital lease obligations
    
    
    (1,890
    )
    
    
    (1,480
    )Debt issuance costs paid
    
    
    
    
    
    
    (1,042
    )Other
    
    
    (88
    )
    
    
    (86
    )Net cash used in financing activities
    
    
    (1,565
    )
    
    
    (18,720
    )Net decrease in cash
    
    
    (3,469
    )
    
    
    (11,954
    )Cash at beginning of period
    
    
    17,770
    
    
    
    45,407Cash at end of period
    
    $
    14,301
    
    
    $
    33,453Significant 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



July 4,
    
    Jan. 3,
    
    June 28,In Thousands
    
    2010
    
    2010
    
    2009Finished products
    
    $
    41,384
    
    
    $
    33,686
    
    
    $
    48,608Manufacturing materials
    
    
    10,898
    
    
    
    8,275
    
    
    
    8,863Plastic shells, plastic pallets and other inventories
    
    
    19,823
    
    
    
    17,161
    
    
    
    19,914Total inventories
    
    $
    72,105
    
    
    $
    59,122
    
    
    $
    77,385
   July 4,
    
    Jan. 3,
    
    June 28,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesLand
    
    $
    12,671
    
    
    $
    12,671
    
    
    $
    12,167Buildings
    
    
    113,740
    
    
    
    111,314
    
    
    
    109,886
    
    
    10-50 yearsMachinery and equipment
    
    
    132,525
    
    
    
    127,068
    
    
    
    121,862
    
    
    5-20 yearsTransportation equipment
    
    
    151,175
    
    
    
    156,692
    
    
    
    176,603
    
    
    4-17 yearsFurniture and fixtures
    
    
    35,749
    
    
    
    36,573
    
    
    
    37,615
    
    
    4-10 yearsCold drink dispensing equipment
    
    
    314,282
    
    
    
    312,079
    
    
    
    309,564
    
    
    6-15 yearsLeasehold and land improvements
    
    
    67,007
    
    
    
    64,390
    
    
    
    60,818
    
    
    5-20 yearsSoftware for internal use
    
    
    68,057
    
    
    
    65,290
    
    
    
    63,693
    
    
    3-10 yearsConstruction in progress
    
    
    3,541
    
    
    
    7,907
    
    
    
    4,411Total property, plant and equipment, at cost
    
    
    898,747
    
    
    
    893,984
    
    
    
    896,619Less: Accumulated depreciation
and amortization
    
    
    581,607
    
    
    
    567,283
    
    
    
    570,799Property, plant and equipment, net
    
    $
    317,140
    
    
    $
    326,701
    
    
    $
    325,820
  9




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##### Table of Contents



July 4,
    
    Jan. 3,
    
    June 28,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesLeased property under capital leases
    
    $
    76,877
    
    
    $
    76,877
    
    
    $
    76,877
    
    
    3-20 yearsLess: Accumulated amortization
    
    
    27,675
    
    
    
    25,329
    
    
    
    22,971Leased property under capital leases, net
    
    $
    49,202
    
    
    $
    51,548
    
    
    $
    53,906
        July 4,
    
    Jan. 3,
    
    June 28,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesOther identifiable intangible assets
    
    $
    8,665
    
    
    $
    8,665
    
    
    $
    8,665
    
    
    1-20 yearsLess: Accumulated amortization
    
    
    3,560
    
    
    
    3,315
    
    
    
    3,035Other identifiable intangible assets, net
    
    $
    5,105
    
    
    $
    5,350
    
    
    $
    5,630
  10




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##### Table of Contents



July 4,
    
    Jan. 3,
    
    June 28,In Thousands
    
    2010
    
    2010
    
    2009Accrued marketing costs
    
    $
    13,152
    
    
    $
    9,738
    
    
    $
    10,222Accrued insurance costs
    
    
    19,052
    
    
    
    18,086
    
    
    
    18,898Accrued taxes (other than income taxes)
    
    
    2,927
    
    
    
    408
    
    
    
    2,762Accrued income taxes
    
    
    5,766
    
    
    
    
    
    
    
    4,610Employee benefit plan accruals
    
    
    9,842
    
    
    
    12,015
    
    
    
    13,652Checks and transfers yet to be presented for
payment from zero balance cash accounts
    
    
    9,364
    
    
    
    11,862
    
    
    
    16,214All other accrued liabilities
    
    
    6,503
    
    
    
    9,869
    
    
    
    11,404Total other accrued liabilities
    
    $
    66,606
    
    
    $
    61,978
    
    
    $
    77,762
   Interest
    
    Interest
    
    July 4,
    
    Jan. 3,
    
    June 28,In Thousands
    
    Maturity
    
    Rate
    
    Paid
    
    2010
    
    2010
    
    2009Revolving Credit Facility
    
    
    2012
    
    
    
    .73
    %
    
    Varies
    
    $
    15,000
    
    
    $
    15,000
    
    
    $
    Line of Credit
    
    
    2010
    
    
    
    1.06
    %
    
    Varies
    
    
    5,000
    
    
    
    
    
    
    
    Debentures
    
    
    2009
    
    
    
    7.20
    %
    
    Semi-annually
    
    
    
    
    
    
    
    
    
    
    57,440Senior 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
    
    
    
    
    
    
    
    
    
    (1,769
    )
    
    
    (1,840
    )
    
    
    (1,909
    )542,988
    
    
    
    537,917
    
    
    
    580,288Less: Current portion of debt
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    2,440Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    $
    537,988
    
    
    $
    537,917
    
    
    $
    577,848
 11




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12




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##### Table of Contents



Interest
    Commodities
   13




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##### Table of Contents



Second QuarterIn Thousands
    
    Classification of Gain (Loss)
    
    2010
    
    2009Fuel hedges  contract premium
and contract settlement
    
    S,D&A expenses
    
    $
    79
    
    
    $
    (491
    )Fuel hedges  mark-to-market
adjustment
    
    S,D&A expenses
    
    
    (1,064
    )
    
    
    1,649Aluminum hedges  contract
premium and contract settlement
    
    Cost of sales
    
    
    534
    
    
    
    Aluminum hedges  mark-to-market
adjustment
    
    Cost of sales
    
    
    (6,749
    )
    
    
    3,223Total Net Gain (Loss)
    
    
    
    $
    (7,200
    )
    
    $
    4,381
  First HalfIn Thousands
    
    Classification of Gain (Loss)
    
    2010
    
    2009Fuel hedges  contract premium
and contract settlement
    
    S,D&A expenses
    
    $
    (30
    )
    
    $
    (809
    )Fuel hedges  mark-to-market
adjustment
    
    S,D&A expenses
    
    
    (1,356
    )
    
    
    3,418Aluminum hedges  contract
premium and contract settlement
    
    Cost of sales
    
    
    511
    
    
    
    Aluminum hedges  mark-to-market
adjustment
    
    Cost of sales
    
    
    (6,213
    )
    
    
    3,886Total Net Gain (Loss)
    
    
    
    $
    (7,088
    )
    
    $
    6,495
 14




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Balance Sheet
    
    July 4,
    
    Jan. 3,
    
    June 28,In Thousands
    
    Classification
    
    2010
    
    2010
    
    2009AssetsAluminum hedges at fair market
value
    
    Prepaid expenses
and other current assets
    
    $
    2,936
    
    
    $
    3,303
    
    
    $
    3,886Unamortized cost of fuel
hedging agreements
    
    Prepaid expenses
and other current assets
    
    
    473
    
    
    
    863
    
    
    
    1,241Unamortized cost of aluminum
hedging agreements
    
    Prepaid expenses
and other current assets
    
    
    1,842
    
    
    
    967
    
    
    
    3,651Fuel hedges at fair market value
    
    Prepaid expenses
and other current assets
    
    
    261
    
    
    
    1,617
    
    
    
    1,434Total
    
    
    
    $
    5,512
    
    
    $
    6,750
    
    
    $
    10,212Aluminum hedges at fair market value
    
    Other assets
    
    $
    1,303
    
    
    $
    7,149
    
    
    $
    Unamortized cost of aluminum
hedging agreements
    
    Other assets
    
    
    1,316
    
    
    
    2,453
    
    
    
    Total
    
    
    
    $
    2,619
    
    
    $
    9,602
    
    
    $
    
  Notional
    
    LatestIn Thousands
    
    Amount
    
    MaturityFuel hedging agreements
    
    $
    5,166
    
    
    December 2010Aluminum hedging agreements
    
    
    43,302
    
    
    December 2011
   Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable
  15




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Public Debt Securities
  Non-Public Variable Rate Debt
  Deferred Compensation Plan Assets/Liabilities
  Derivative Financial Instruments
   July 4, 2010
    
    January 3, 2010
    
    June 28, 2009Carrying
    
    Fair
    
    Carrying
    
    Fair
    
    Carrying
    
    FairIn Thousands
    
    Amount
    
    Value
    
    Amount
    
    Value
    
    Amount
    
    ValuePublic debt securities
    
    $
    (522,988
    )
    
    $
    (576,897
    )
    
    $
    (522,917
    )
    
    $
    (557,758
    )
    
    $
    (580,288
    )
    
    $
    (590,931
    )Non-public variable rate debt
    
    
    (20,000
    )
    
    
    (20,000
    )
    
    
    (15,000
    )
    
    
    (15,000
    )
    
    
    
    
    
    
    Deferred compensation plan
assets
    
    
    8,335
    
    
    
    8,335
    
    
    
    8,471
    
    
    
    8,471
    
    
    
    6,810
    
    
    
    6,810Deferred compensation plan
 liabilities
    
    
    (8,335
    )
    
    
    (8,335
    )
    
    
    (8,471
    )
    
    
    (8,471
    )
    
    
    (6,810
    )
    
    
    (6,810
    )Fuel hedging agreements
    
    
    261
    
    
    
    261
    
    
    
    1,617
    
    
    
    1,617
    
    
    
    1,434
    
    
    
    1,434Aluminum hedging agreements
    
    
    4,239
    
    
    
    4,239
    
    
    
    10,452
    
    
    
    10,452
    
    
    
    3,886
    
    
    
    3,886
  16




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July 4, 2010
    
    January 3, 2010
    
    June 28, 2009In Thousands
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2AssetsDeferred compensation plan assets
    
    $
    8,335
    
    
    
    
    
    
    $
    8,471
    
    
    
    
    
    
    $
    6,810Fuel hedging agreements
    
    
    
    
    
    $
    261
    
    
    
    
    
    
    $
    1,617
    
    
    
    
    
    
    $
    1,434Aluminum hedging agreements
    
    
    
    
    
    
    4,239
    
    
    
    
    
    
    
    10,452
    
    
    
    
    
    
    
    3,886LiabilitiesDeferred compensation plan liabilities
    
    
    8,335
    
    
    
    
    
    
    
    8,471
    
    
    
    
    
    
    
    6,810
       July 4,
    
    Jan. 3,
    
    June 28,In Thousands
    
    2010
    
    2010
    
    2009Accruals for executive benefit plans
    
    $
    89,042
    
    
    $
    85,382
    
    
    $
    81,236Other
    
    
    20,962
    
    
    
    21,586
    
    
    
    26,862Total other liabilities
    
    $
    110,004
    
    
    $
    106,968
    
    
    $
    108,098
 17




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18




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##### Table of Contents



First HalfIn Thousands
    
    2010
    
    2009Statutory expense
    
    $
    9,810
    
    
    $
    11,061State income taxes, net of federal effect
    
    
    1,186
    
    
    
    1,376Manufacturing deduction benefit
    
    
    (1,200
    )
    
    
    (845
    )Meals and entertainment
    
    
    435
    
    
    
    624Adjustment for uncertain tax positions
    
    
    365
    
    
    
    (1,686
    )Tax law change related to Medicare Part D subsidy
    
    
    464
    
    
    
    Other, net
    
    
    266
    
    
    
    355Income tax expense
    
    $
    11,326
    
    
    $
    10,885
  19




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20




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##### Table of Contents



April 4,
    
    Pre-tax
    
    Tax
    
    July 4,In Thousands
    
    2010
    
    Activity
    
    Effect
    
    2010Net pension activity:Actuarial loss
    
    $
    (39,718
    )
    
    $
    1,495
    
    
    $
    (586
    )
    
    $
    (38,809
    )Prior service costs
    
    
    (34
    )
    
    
    4
    
    
    
    (2
    )
    
    
    (32
    )Net postretirement benefits activity:Actuarial loss
    
    
    (12,799
    )
    
    
    341
    
    
    
    (134
    )
    
    
    (12,592
    )Prior service costs
    
    
    7,105
    
    
    
    (446
    )
    
    
    175
    
    
    
    6,834Transition asset
    
    
    22
    
    
    
    (7
    )
    
    
    3
    
    
    
    18Ownership share of Southeastern OCI
    
    
    (34
    )
    
    
    25
    
    
    
    (10
    )
    
    
    (19
    )Foreign currency translation adjustment
    
    
    9
    
    
    
    (6
    )
    
    
    2
    
    
    
    5Total
    
    $
    (45,449
    )
    
    $
    1,406
    
    
    $
    (552
    )
    
    $
    (44,595
    )
 March 29,
    
    Pre-tax
    
    Tax
    
    June 28,In Thousands
    
    2009
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (55,299
    )
    
    $
    2,339
    
    
    $
    (920
    )
    
    $
    (53,880
    )Prior service costs
    
    
    (42
    )
    
    
    4
    
    
    
    (2
    )
    
    
    (40
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,494
    )
    
    
    218
    
    
    
    (85
    )
    
    
    (9,361
    )Prior service costs
    
    
    8,189
    
    
    
    (447
    )
    
    
    175
    
    
    
    7,917Transition asset
    
    
    37
    
    
    
    (7
    )
    
    
    3
    
    
    
    33Foreign currency translation adjustment
    
    
    8
    
    
    
    7
    
    
    
    (3
    )
    
    
    12Total
    
    $
    (56,601
    )
    
    $
    2,114
    
    
    $
    (832
    )
    
    $
    (55,319
    )
  Jan. 3,
    
    Pre-tax
    
    Tax
    
    July 4,In Thousands
    
    2010
    
    Activity
    
    Effect
    
    2010Net pension activity:Actuarial loss
    
    $
    (40,626
    )
    
    $
    2,990
    
    
    $
    (1,173
    )
    
    $
    (38,809
    )Prior service costs
    
    
    (37
    )
    
    
    8
    
    
    
    (3
    )
    
    
    (32
    )Net postretirement benefits activity:Actuarial loss
    
    
    (13,470
    )
    
    
    682
    
    
    
    196
    
    
    
    (12,592
    )Prior service costs
    
    
    7,376
    
    
    
    (892
    )
    
    
    350
    
    
    
    6,834Transition asset
    
    
    26
    
    
    
    (13
    )
    
    
    5
    
    
    
    18Ownership share of Southeastern OCI
    
    
    (49
    )
    
    
    49
    
    
    
    (19
    )
    
    
    (19
    )Foreign currency translation adjustment
    
    
    13
    
    
    
    (13
    )
    
    
    5
    
    
    
    5Total
    
    $
    (46,767
    )
    
    $
    2,811
    
    
    $
    (639
    )
    
    $
    (44,595
    )
 21




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Dec. 28,
    
    Pre-tax
    
    Tax
    
    June 28,In Thousands
    
    2008
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (56,717
    )
    
    $
    4,678
    
    
    $
    (1,841
    )
    
    $
    (53,880
    )Prior service costs
    
    
    (45
    )
    
    
    8
    
    
    
    (3
    )
    
    
    (40
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,625
    )
    
    
    435
    
    
    
    (171
    )
    
    
    (9,361
    )Prior service costs
    
    
    8,459
    
    
    
    (893
    )
    
    
    351
    
    
    
    7,917Transition asset
    
    
    41
    
    
    
    (13
    )
    
    
    5
    
    
    
    33Foreign currency translation adjustment
    
    
    14
    
    
    
    (3
    )
    
    
    1
    
    
    
    12Total
    
    $
    (57,873
    )
    
    $
    4,212
    
    
    $
    (1,658
    )
    
    $
    (55,319
    )
  sm
    22




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##### Table of Contents



Pension Plans
  23




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##### Table of Contents



Second Quarter
    
    
    First HalfIn Thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    19
    
    
    $
    22
    
    
    $
    38
    
    
    $
    45Interest cost
    
    
    2,857
    
    
    
    2,789
    
    
    
    5,714
    
    
    
    5,577Expected return on plan assets
    
    
    (2,868
    )
    
    
    (2,270
    )
    
    
    (5,736
    )
    
    
    (4,540
    )Amortization of prior service cost
    
    
    4
    
    
    
    4
    
    
    
    8
    
    
    
    8Recognized net actuarial loss
    
    
    1,495
    
    
    
    2,339
    
    
    
    2,990
    
    
    
    4,678Net periodic pension cost
    
    $
    1,507
    
    
    $
    2,884
    
    
    $
    3,014
    
    
    $
    5,768
  Postretirement Benefits
   Second Quarter
    
    
    First HalfIn Thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    195
    
    
    $
    157
    
    
    $
    390
    
    
    $
    315Interest cost
    
    
    626
    
    
    
    558
    
    
    
    1,252
    
    
    
    1,115Amortization of unrecognized transitional assets
    
    
    (6
    )
    
    
    (7
    )
    
    
    (12
    )
    
    
    (13
    )Recognized net actuarial loss
    
    
    341
    
    
    
    218
    
    
    
    682
    
    
    
    435Amortization of prior service cost
    
    
    (446
    )
    
    
    (447
    )
    
    
    (892
    )
    
    
    (893
    )Net periodic postretirement benefit cost
    
    $
    710
    
    
    $
    479
    
    
    $
    1,420
    
    
    $
    959
 401(k) Savings Plan
  24




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Multi-Employer Benefits
    25




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##### Table of Contents



First HalfIn Millions
    
    2010
    
    
    2009Payments by the Company for concentrate, syrup,
sweetener and other purchases
    
    $
    198.9
    
    
    $
    176.9Marketing funding support payments to the Company
    
    
    22.1
    
    
    
    22.8Payments by the Company net of marketing funding support
    
    $
    176.8
    
    
    $
    154.1Payments by the Company for customer marketing programs
    
    $
    26.2
    
    
    $
    25.2Payments by the Company for cold drink equipment parts
    
    
    4.1
    
    
    
    3.4Fountain delivery and equipment repair fees paid to the Company
    
    
    4.9
    
    
    
    5.8Presence marketing funding support provided by
The Coca-Cola Company on the Companys behalf
    
    
    2.2
    
    
    
    2.0Payments to the Company to facilitate the distribution of
certain brands and packages to other Coca-Cola bottlers
    
    
    .9
    
    
    
    Sales of finished products to The Coca-Cola Company
    
    
    
    
    
    
    1.1
     26




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Second Quarter
    
    First HalfIn Thousands
    
    2010
    
    2009
    
    2010
    
    2009Bottle/can sales:Sparkling beverages (including
energy products)
    
    $
    281,001
    
    
    $
    256,744
    
    
    $
    523,707
    
    
    $
    492,199Still beverages
    
    
    64,936
    
    
    
    58,533
    
    
    
    106,808
    
    
    
    104,450Total bottle/can sales
    
    
    345,937
    
    
    
    315,277
    
    
    
    630,515
    
    
    
    596,649Other sales:Sales to other Coca-Cola bottlers
    
    
    37,023
    
    
    
    35,478
    
    
    
    70,684
    
    
    
    66,611Post-mix and other
    
    
    34,401
    
    
    
    26,994
    
    
    
    63,660
    
    
    
    50,750Total other sales
    
    
    71,424
    
    
    
    62,472
    
    
    
    134,344
    
    
    
    117,361Total net sales
    
    $
    417,361
    
    
    $
    377,749
    
    
    $
    764,859
    
    
    $
    714,010
  28




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##### Table of Contents



Second Quarter
    
    
    First HalfIn 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
    
    $
    12,043
    
    
    $
    12,187
    
    
    $
    16,703
    
    
    $
    20,718Less dividends:Common Stock
    
    
    1,785
    
    
    
    1,785
    
    
    
    3,571
    
    
    
    3,499Class B Common Stock
    
    
    511
    
    
    
    505
    
    
    
    1,016
    
    
    
    1,082Total undistributed earnings
    
    $
    9,747
    
    
    $
    9,897
    
    
    $
    12,116
    
    
    $
    16,137Common Stock undistributed earnings
 basic
    
    $
    7,578
    
    
    $
    7,713
    
    
    $
    9,428
    
    
    $
    12,326Class B Common Stock undistributed earnings
 basic
    
    
    2,169
    
    
    
    2,184
    
    
    
    2,688
    
    
    
    3,811Total undistributed earnings  basic
    
    $
    9,747
    
    
    $
    9,897
    
    
    $
    12,116
    
    
    $
    16,137Common Stock undistributed earnings  diluted
    
    $
    7,545
    
    
    $
    7,680
    
    
    $
    9,387
    
    
    $
    12,291Class B Common Stock undistributed earnings
 diluted
    
    
    2,202
    
    
    
    2,217
    
    
    
    2,729
    
    
    
    3,846Total undistributed earnings  diluted
    
    $
    9,747
    
    
    $
    9,897
    
    
    $
    12,116
    
    
    $
    16,137Numerator for basic net income per Common
Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,785
    
    
    $
    3,571
    
    
    $
    3,499Common Stock undistributed earnings  basic
    
    
    7,578
    
    
    
    7,713
    
    
    
    9,428
    
    
    
    12,326Numerator for basic net income per Common
Stock share
    
    $
    9,363
    
    
    $
    9,498
    
    
    $
    12,999
    
    
    $
    15,825Numerator for basic net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    511
    
    
    $
    505
    
    
    $
    1,016
    
    
    $
    1,082Class B Common Stock undistributed earnings
 basic
    
    
    2,169
    
    
    
    2,184
    
    
    
    2,688
    
    
    
    3,811Numerator for basic net income per Class B
Common Stock share
    
    $
    2,680
    
    
    $
    2,689
    
    
    $
    3,704
    
    
    $
    4,893
 29




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##### Table of Contents



Second Quarter
    
    
    First HalfIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator for diluted net income perCommon Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,785
    
    
    $
    3,571
    
    
    $
    3,499Dividends on Class B Common Stock
assumed converted to Common Stock
    
    
    511
    
    
    
    505
    
    
    
    1,016
    
    
    
    1,082Common Stock undistributed earnings
 diluted
    
    
    9,747
    
    
    
    9,897
    
    
    
    12,116
    
    
    
    16,137Numerator for diluted net income perCommon Stock share
    
    $
    12,043
    
    
    $
    12,187
    
    
    $
    16,703
    
    
    $
    20,718Numerator for diluted net income per Class BCommon Stock share:Dividends on Class B Common Stock
    
    $
    511
    
    
    $
    505
    
    
    $
    1,016
    
    
    $
    1,082Class B Common Stock undistributed earnings
 diluted
    
    
    2,202
    
    
    
    2,217
    
    
    
    2,729
    
    
    
    3,846Numerator for diluted net income perClass B Common Stock share
    
    $
    2,713
    
    
    $
    2,722
    
    
    $
    3,745
    
    
    $
    4,928
 30




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##### Table of Contents



Second Quarter
    
    
    First HalfIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Denominator for basic net income perCommon Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  basic
    
    
    7,141
    
    
    
    7,141
    
    
    
    7,141
    
    
    
    6,999Class B Common Stock weighted average shares
outstanding  basic
    
    
    2,044
    
    
    
    2,022
    
    
    
    2,036
    
    
    
    2,164Denominator for diluted net income 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)
    
    
    9,225
    
    
    
    9,203
    
    
    
    9,217
    
    
    
    9,189Class B Common Stock weighted average shares
outstanding  diluted
    
    
    2,084
    
    
    
    2,062
    
    
    
    2,076
    
    
    
    2,190Basic net income per share:Common Stock
    
    $
    1.31
    
    
    $
    1.33
    
    
    $
    1.82
    
    
    $
    2.26Class B Common Stock
    
    $
    1.31
    
    
    $
    1.33
    
    
    $
    1.82
    
    
    $
    2.26Diluted net income per share:Common Stock
    
    $
    1.31
    
    
    $
    1.32
    
    
    $
    1.81
    
    
    $
    2.25Class B Common Stock
    
    $
    1.30
    
    
    $
    1.32
    
    
    $
    1.80
    
    
    $
    2.25
 
 NOTES TO TABLE(1)
    
    For purposes of the diluted net income per share computation for Common Stock, 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 HalfIn Thousands
    
    2010
    
    2009Accounts receivable, trade, net
    
    $
    (40,307
    )
    
    $
    (4,122
    )Accounts receivable from The Coca-Cola Company
    
    
    (16,788
    )
    
    
    (19,267
    )Accounts receivable, other
    
    
    (1,088
    )
    
    
    (2,586
    )Inventories
    
    
    (14,433
    )
    
    
    (11,888
    )Prepaid expenses and other current assets
    
    
    4,407
    
    
    
    (11,658
    )Accounts payable, trade
    
    
    6,812
    
    
    
    460Accounts payable to The Coca-Cola Company
    
    
    24,693
    
    
    
    14,743Other accrued liabilities
    
    
    13,652
    
    
    
    30,503Accrued compensation
    
    
    (7,572
    )
    
    
    (4,484
    )Accrued interest payable
    
    
    1
    
    
    
    (688
    )Increase in current assets less current liabilities
    
    $
    (30,623
    )
    
    $
    (8,987
    )
 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 second quarter of 2010 (Q2 2010) and the first
half of 2010 (YTD 2010) and changes from the second quarter of 2009 (Q2 2009) and the
first half 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 Q2 2010
and YTD 2010 compared to Q2 2009 and YTD 2009.
    
    Financial Condition  an analysis of the Companys financial condition as of the end of
Q2 2010 compared to year-end 2009 and the end of Q2 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
   35




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##### Table of Contents



Second Quarter
    
    First HalfIn Thousands
    
    2010
    
    2009
    
    2010
    
    2009Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    281,001
    
    
    $
    256,744
    
    
    $
    523,707
    
    
    $
    492,199Still beverages
    
    
    64,936
    
    
    
    58,533
    
    
    
    106,808
    
    
    
    104,450Total bottle/can sales
    
    
    345,937
    
    
    
    315,277
    
    
    
    630,515
    
    
    
    596,649Other sales:Sales to other Coca-Cola bottlers
    
    
    37,023
    
    
    
    35,478
    
    
    
    70,684
    
    
    
    66,611Post-mix and other
    
    
    34,401
    
    
    
    26,994
    
    
    
    63,660
    
    
    
    50,750Total other sales
    
    
    71,424
    
    
    
    62,472
    
    
    
    134,344
    
    
    
    117,361Total net sales
    
    $
    417,361
    
    
    $
    377,749
    
    
    $
    764,859
    
    
    $
    714,010
 Areas of Emphasis
  36




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##### Table of Contents



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
  Q2 2010 and YTD 2010
    
    a $1.1 million and a $1.4 million pre-tax unfavorable mark-to-market adjustment to S,D&A
expenses related to the Companys 2010 fuel hedging program in Q2 2010 and YTD 2010,
respectively;
    
    a $6.7 million and a $6.2 million pre-tax unfavorable mark-to-market adjustment to cost
of sales related to the Companys 2010 and 2011 aluminum hedging program in Q2 2010 and YTD
2010, respectively;
    
    a $.8 million pre-tax favorable adjustment to cost of sales related to the gain on the
replacement of flood damaged production equipment in Q2 2010;
    
    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 Q2
2010; and
    
    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.Q2 2009 and YTD 2009
    
    a $1.7 million and a $3.4 million pre-tax favorable mark-to-market adjustment to S,D&A
expenses related to the Companys 2010 and 2009 fuel hedging program in Q2 2009 and YTD
2009, respectively;
    
    a $3.2 million and a $3.9 million pre-tax favorable mark-to-market adjustment to cost of
sales related to the Companys 2010 and 2011 aluminum hedging program in Q2 2009 and YTD
2009, respectively; and
    
    a $1.7 million favorable adjustment to income tax expense related to the agreement with
a state tax authority to settle certain tax positions in the first quarter of 2009.
  Second Quarter
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2010
    
    2009
    
    Change
    
    ChangeNet sales
    
    $
    417,361
    
    
    $
    377,749
    
    
    $
    39,612
    
    
    
    10.5Gross margin
    
    
    168,008
    
    
    
    160,127
    
    
    
    7,881
    
    
    
    4.9S,D&A expenses
    
    
    138,190
    
    
    
    129,449
    
    
    
    8,741
    
    
    
    6.8Income from operations
    
    
    29,818
    
    
    
    30,678
    
    
    
    (860
    )
    
    
    (2.8
    )Interest expense, net
    
    
    8,802
    
    
    
    9,935
    
    
    
    (1,133
    )
    
    
    (11.4
    )Income before income taxes
    
    
    21,016
    
    
    
    20,743
    
    
    
    273
    
    
    
    1.3Income tax expense
    
    
    7,612
    
    
    
    7,825
    
    
    
    (213
    )
    
    
    (2.7
    )Net income
    
    
    13,404
    
    
    
    12,918
    
    
    
    486
    
    
    
    3.8Net income attributable to the Company
    
    
    12,043
    
    
    
    12,187
    
    
    
    (144
    )
    
    
    (1.2
    )Basic net income per share:Common Stock
    
    $
    1.31
    
    
    $
    1.33
    
    
    $
    (.02
    )
    
    
    (1.5
    )Class B Common Stock
    
    $
    1.31
    
    
    $
    1.33
    
    
    $
    (.02
    )
    
    
    (1.5
    )Diluted net income per share:Common Stock
    
    $
    1.31
    
    
    $
    1.32
    
    
    $
    (.01
    )
    
    
    (0.8
    )Class B Common Stock
    
    $
    1.30
    
    
    $
    1.32
    
    
    $
    (.02
    )
    
    
    (1.5
    )
 38




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##### Table of Contents



First Half
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2010
    
    2009
    
    Change
    
    ChangeNet sales
    
    $
    764,859
    
    
    $
    714,010
    
    
    $
    50,849
    
    
    
    7.1Gross margin
    
    
    314,711
    
    
    
    307,256
    
    
    
    7,455
    
    
    
    2.4S,D&A expenses
    
    
    267,234
    
    
    
    255,437
    
    
    
    11,797
    
    
    
    4.6Income from operations
    
    
    47,477
    
    
    
    51,819
    
    
    
    (4,342
    )
    
    
    (8.4
    )Interest expense, net
    
    
    17,612
    
    
    
    19,193
    
    
    
    (1,581
    )
    
    
    (8.2
    )Income before income taxes
    
    
    29,865
    
    
    
    32,626
    
    
    
    (2,761
    )
    
    
    (8.5
    )Income tax expense
    
    
    11,326
    
    
    
    10,885
    
    
    
    441
    
    
    
    4.1Net income
    
    
    18,539
    
    
    
    21,741
    
    
    
    (3,202
    )
    
    
    (14.7
    )Net income attributable to the Company
    
    
    16,703
    
    
    
    20,718
    
    
    
    (4,015
    )
    
    
    (19.4
    )Basic net income per share:Common Stock
    
    $
    1.82
    
    
    $
    2.26
    
    
    $
    (.44
    )
    
    
    (19.5
    )Class B Common Stock
    
    $
    1.82
    
    
    $
    2.26
    
    
    $
    (.44
    )
    
    
    (19.5
    )Diluted net income per share:Common Stock
    
    $
    1.81
    
    
    $
    2.25
    
    
    $
    (.44
    )
    
    
    (19.6
    )Class B Common Stock
    
    $
    1.80
    
    
    $
    2.25
    
    
    $
    (.45
    )
    
    
    (20.0
    )
    39




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##### Table of Contents



July 4,
    
    Jan. 3,
    
    June 28,In Thousands
    
    2010
    
    2010
    
    2009Debt
    
    $
    542,988
    
    
    $
    537,917
    
    
    $
    580,288Capital lease obligations
    
    
    61,217
    
    
    
    63,107
    
    
    
    64,891Total debt and capital lease obligations
    
    
    604,205
    
    
    
    601,024
    
    
    
    645,179Less: Cash and cash equivalents
    
    
    17,801
    
    
    
    22,270
    
    
    
    37,953Total net debt and capital lease obligations (1)
    
    $
    586,404
    
    
    $
    578,754
    
    
    $
    607,226
 (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. Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
 Critical Accounting Policies
   New Accounting Pronouncements
 Recently Adopted Pronouncements
  40




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##### Table of Contents



Results of Operations
 Q2 2010 Compared to Q2 2009 and YTD 2010 Compared to YTD 2009
 Net Sales
   Q2 2010
    
    
    Attributable to:(In Millions)$
    44.0
    
    
    14.0% increase in bottle/can volume primarily due to
a volume increase in all product categories except energy products(13.3
    )
    
    3.8% 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 products6.1
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)1.2
    
    
    3.3% increase in sales price per unit to other Coca-Cola bottlers1.6
    
    
    Other$
    39.6
    
    
    Total increase in net sales
 41




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##### Table of Contents



YTD 2010
    
    
    Attributable to:(In Millions)$
    56.8
    
    
    9.9% increase in bottle/can volume primarily due to a volume increase in all product categories except energy products(23.0
    )
    
    3.8% 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 products10.8
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)2.8
    
    
    4.2% increase in sales volume to other Coca-Cola bottlers primarily due to an
increase in still beverages1.3
    
    
    1.9% increase in sales price per unit to other Coca-Cola bottlers2.1
    
    
    Other$
    50.8
    
    
    Total increase in net sales
 th
    Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    Q2 2010
    
    Q2 2009
    
    % IncreaseSparkling beverages (including
energy products)
    
    
    83.8
    %
    
    
    85.1
    %
    
    
    12.2Still beverages
    
    
    16.2
    %
    
    
    14.9
    %
    
    
    24.3Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    14.0
 42




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##### Table of Contents



Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    YTD 2010
    
    YTD 2009
    
    % IncreaseSparkling beverages (including
energy products)
    
    
    85.5
    %
    
    
    85.7
    %
    
    
    9.6Still beverages
    
    
    14.5
    %
    
    
    14.3
    %
    
    
    11.4Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    9.9
   Cost of Sales
    Q2 2010
    
    
    Attributable to:(In Millions)$
    25.7
    
    
    14.0% increase in bottle/can volume primarily due to a volume increase in all product categories except energy products(10.7
    )
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn syrup9.4
    
    
    Increase in cost due to the Companys aluminum hedging program4.4
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)1.2
    
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company(0.8
    )
    
    Gain on the replacement of flood damaged production equipment2.5
    
    
    Other$
    31.7
    
    
    Total increase in cost of sales
 43




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##### Table of Contents



YTD 2010
    
    
    Attributable to:(In Millions)$
    32.7
    
    
    9.9% increase in bottle/can volume primarily due to a volume increase in all product categories except energy products(11.7
    )
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn syrup9.6
    
    
    Increase in cost due to the Companys aluminum hedging program7.6
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)2.6
    
    
    4.2% increase in sales volume to other Coca-Cola bottlers primarily due to a volume
increase in still beverages(0.8
    )
    
    Gain on the replacement of flood damaged production equipment0.2
    
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company3.2
    
    
    Other$
    43.4
    
    
    Total increase in cost of sales
    Gross Margin
  44




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##### Table of Contents



Q2 2010
    
    
    Attributable to:(In Millions)$
    18.3
    
    
    14.0% increase in bottle/can volume primarily due to a
volume increase in all product categories except energy products(13.3
    )
    
    3.8% 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 products10.7
    
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn syrup(9.4
    )
    
    Increase in cost due to the Companys aluminum hedging program1.7
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)(1.2
    )
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company1.2
    
    
    3.3% increase in sales price per unit to other Coca-Cola bottlers0.8
    
    
    Gain on the replacement of flood damaged production equipment(0.9
    )
    
    Other$
    7.9
    
    
    Total increase in gross margin
 YTD 2010
    
    
    Attributable to:(In Millions)$
    24.1
    
    
    9.9% increase in bottle/can volume primarily due to a volume increase in all product categories except energy products(23.0
    )
    
    3.8% 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 products11.7
    
    
    Decrease in raw material costs such as concentrate, aluminum and high fructose corn syrup(9.6
    )
    
    Increase in cost due to the Companys aluminum hedging program3.2
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)1.3
    
    
    1.9% increase in sales price per unit to other Coca-Cola bottlers0.8
    
    
    Gain on the replacement of flood damaged production equipment(0.2
    )
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company0.2
    
    
    4.2% increase in sales volume to other Coca-Cola bottlers primarily due to an increase
in still beverages(1.1
    )
    
    Other$
    7.4
    
    
    Total increase in gross margin
   S,D&A Expenses
  45




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##### Table of Contents



Q2 2010
    
    
    Attributable to:(In Millions)$
    3.0
    
    
    Increase in employee salaries including bonus and incentive expense2.7
    
    
    Increase in fuel costs due to the
mark-to-market adjustment on fuel hedging ($1.7 million gain in Q2 2009 as compared to $1.1 million loss
in Q2 2010)2.7
    
    
    Payments to employees participating in the Companys auto allowance program (program
implemented in phases beginning in the second quarter of 2009)(1.8
    )
    
    Decrease in employee benefit costs primarily due to decreased pension and group
insurance expense(1.1
    )
    
    Decrease in property and casualty insurance expense(1.0
    )
    
    Decrease in depreciation expense primarily due to new auto allowance program4.2
    
    
    Other$
    8.7
    
    
    Total increase in S,D&A expenses
 YTD 2010
    
    
    Attributable to:(In Millions)$
    5.3
    
    
    Payments to employees participating in the Companys auto allowance program (program implemented in
phases beginning in the second quarter of 2009)4.5
    
    
    Increase in fuel costs due to the
mark-to-market adjustment on fuel hedging ($3.4 million gain in YTD 2009 as compared to $1.4 million
loss in YTD 2010)3.5
    
    
    Increase in employee salaries including bonus and incentive expense(2.5
    )
    
    Decrease in bad debt expense due to improvement in customer trade receivables(2.4
    )
    
    Decrease in employee benefit costs primarily due to decreased pension and group
insurance expense(1.5
    )
    
    Decrease in depreciation expense primarily due to new auto allowance program(1.5
    )
    
    Decrease in property and casualty insurance expense1.5
    
    
    Increase in professional fees primarily due to consulting project support4.9
    
    
    Other$
    11.8
    
    
    Total increase in S,D&A expenses
    46




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Interest Expense
  Income Taxes
   Noncontrolling Interest
  47




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Financial Condition
    
    
    An increase in accounts receivable, trade of $40.3 million primarily due to the holiday
promotion at the end of Q2 2010 and the 24-pack 12-ounce can promotion by Wal-Mart Stores, Inc
during Q2 2010.
    
    An increase in inventories of $13.0 million due primarily to seasonal increase.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $16.8 million and $24.7 million, respectively, primarily due to the
timing of payments.
    
    An increase in accounts payable, trade of $10.2 million primarily due to higher inventory
levels.
    
    A decrease in accrued compensation of $8.0 million due primarily to the payment of bonuses
in March 2010.
    
    An increase in current portion of debt of $5.0 million due to the Companys borrowing on
an uncommitted line of credit.
  
    
    A decrease in cash and cash equivalents of $19.2 million primarily due to the payment of
long-term debt in July of 2009.
    
    An increase in accounts receivable, trade of $29.1 million primarily due to the holiday
promotion at the end of Q2 2010 (with the corresponding holiday promotion for 2009 occurring at the beginning of the third quarter) and
the 24-pack 12-ounce can promotion by Wal-Mart Stores, Inc during Q2 2010.
    
    A decrease in inventories of $5.3 million due primarily to a seasonal increase for the holiday
promotion at the end of Q2 2010 (with the corresponding holiday promotion for 2009 occurring at the beginning of the third quarter).
    
    A decrease in accounts receivable from and an increase in accounts payable to The Coca-Cola
Company of $1.8 million and $2.5 million, respectively, primarily due to the timing of
payments.
    
    A decrease in other accrued liabilities of $11.2 million primarily due to the timing of
payments.
  Liquidity and Capital Resources
 Capital Resources
  48




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Cash Sources and Uses
  49




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First HalfIn Millions
    
    2010
    
    2009Cash SourcesCash provided by operating activities (excluding income tax payments)
    
    $
    19.8
    
    
    $
    34.8Proceeds from reduction of restricted cash
    
    
    1.0
    
    
    
    Proceeds from lines of credit, net
    
    
    5.0
    
    
    
    Proceeds from issuance of debt
    
    
    
    
    
    
    108.0Proceeds from the sale of property, plant and equipment
    
    
    1.3
    
    
    
    .4Total cash sources
    
    $
    27.1
    
    
    $
    143.2Cash UsesCapital expenditures
    
    $
    16.5
    
    
    $
    17.2Payment of debt and capital lease obligations
    
    
    1.9
    
    
    
    120.7Investment in restricted cash
    
    
    
    
    
    
    4.5Debt issuance costs
    
    
    
    
    
    
    1.0Dividends
    
    
    4.6
    
    
    
    4.6Income tax payments
    
    
    7.5
    
    
    
    6.7Other
    
    
    .1
    
    
    
    .5Total cash uses
    
    $
    30.6
    
    
    $
    155.2Decrease in cash
    
    $
    (3.5
    )
    
    $
    (12.0
    )
 Investing Activities
  Financing Activities
  50




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Long-Term DebtStandard & Poors
    
    BBBMoodys
    
    Baa2
   Off-Balance Sheet Arrangements
  51




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Aggregate Contractual Obligations
  Payments Due by PeriodJuly 2010-
    
    July 2011-
    
    July 2013-
    
    AfterIn Thousands
    
    Total
    
    June 2011
    
    June 2013
    
    June 2015
    
    June 2015Contractual obligations:Total debt, net of interest
    
    $
    542,988
    
    
    $
    5,000
    
    
    $
    165,000
    
    
    $
    100,000
    
    
    $
    272,988Capital lease obligations,
net of interest
    
    
    61,217
    
    
    
    3,856
    
    
    
    8,225
    
    
    
    9,651
    
    
    
    39,485Estimated interest on
long-term debt and capital
lease obligations (1)
    
    
    187,167
    
    
    
    32,965
    
    
    
    60,348
    
    
    
    47,661
    
    
    
    46,193Purchase obligations (2)
    
    
    349,151
    
    
    
    89,145
    
    
    
    178,290
    
    
    
    81,716
    
    
    
    Other long-term liabilities (3)
    
    
    108,457
    
    
    
    9,401
    
    
    
    16,981
    
    
    
    12,878
    
    
    
    69,197Operating leases
    
    
    19,829
    
    
    
    3,982
    
    
    
    5,146
    
    
    
    3,235
    
    
    
    7,466Long-term contractual
arrangements (4)
    
    
    19,574
    
    
    
    6,674
    
    
    
    9,763
    
    
    
    2,901
    
    
    
    236Postretirement obligations
    
    
    45,228
    
    
    
    2,719
    
    
    
    5,445
    
    
    
    5,871
    
    
    
    31,193Purchase orders (5)
    
    
    31,644
    
    
    
    31,644
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,365,255
    
    
    $
    185,386
    
    
    $
    449,198
    
    
    $
    263,913
    
    
    $
    466,758
 
 (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.     52




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Hedging Activities
 Interest Rate Hedging
     Fuel Hedging
      Aluminum Hedging
  53




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54




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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 July 4, 2010;
    
    the Companys belief that cash contributions in 2010 to its two Company-sponsored
pension plans will be approximately $6.5 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 $50 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; and
 55




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
    
    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.
   56




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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Debt and Derivative Financial Instruments
   Raw Material and Commodity Price Risk
    57




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Effects of Changing Prices
  
 Item 4. Controls and Procedures.
   58




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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.
  59




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Item 6. Exhibits.
 ExhibitNumber
    
    Description4.1
    
    Third Amended and Restated Promissory Note, dated as of June 16, 2010, by and
between the Company and Piedmont Coca-Cola Bottling Partnership (filed herewith).4.2
    
    Officers Certificate pursuant to Sections 102 and 301 of the Indenture, dated as of July 20, 1994, as supplemented and restated by the Supplemental
Indenture dated as of March 3, 1995, between the Company and The Bank
of New York Mellon Trust Company, N.A., as successor trustee, relating to the establishment of the Companys $110,000,000 aggregate principal amount of 7.00% Senior Notes Due 2019 (filed herewith).4.3
    
    Resolutions adopted by certain committees of the board of directors of the Company related to the establishment of the Companys $110,000,000 aggregate
principal amount of 7.00% Senior Notes Due 2019 (filed herewith).4.4
    
    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
    
    U.S. $200,000,000 Amended and Restated Credit Agreement, dated as of March 8,
2007, by and among the Company, the banks named therein and Citibank, N.A., as
Administrative Agent (filed herewith).10.2
    
    Form of Long-Term Performance Plan Bonus Award Agreement (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).
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COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)Date:  August 13, 2010
    By:
    /s/  James E. HarrisJames E. HarrisPrincipal Financial Officer of the Registrant
and
Senior Vice President and Chief Financial OfficerDate:  August 13, 2010
    By:
    /s/ William J. BilliardWilliam J. BilliardPrincipal Accounting Officer of the Registrant
and
Vice President, Controller and Chief Accounting Officer 61