##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended July 3, 2005



Commission File Number 0-9286



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COCA-COLA BOTTLING CO. CONSOLIDATED

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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

(Address of principal executive offices) (Zip Code)



(704) 557-4400

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



Indicate the number of shares outstanding of
each of the issuers classes of common stock, as of the latest practicable date.



|                                      |  |                             
|------------------------------------- |  | ----------------------------
|Class                                 |  | Outstanding at July 28, 2005
|Common Stock, $1.00 Par Value         |  | 6,642,577                   
|Class B Common Stock, $1.00 Par Value |  | 2,440,752                   



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##### Table of Contents

COCA-COLA BOTTLING CO. CONSOLIDATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JULY 3, 2005



INDEX



|                               |  |                                                                                       |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                       |  | Page
|PART I  FINANCIAL INFORMATION
|                               |  |                                                                                      
|Item 1.                        |  | Financial Statements (Unaudited)                                                      |  |     
|                               |  |                                                                                      
|                               |  | Consolidated Balance Sheets                                                           |  | 3   
|                               |  |                                                                                      
|                               |  | Consolidated Statements of Operations                                                 |  | 5   
|                               |  |                                                                                      
|                               |  | Consolidated Statements of Changes in Stockholders Equity                            |  | 6   
|                               |  |                                                                                      
|                               |  | Consolidated Statements of Cash Flows                                                 |  | 7   
|                               |  |                                                                                      
|                               |  | Notes to Consolidated Financial Statements                                            |  | 8   
|                               |  |                                                                                      
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 26  
|                               |  |                                                                                      
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 46  
|                               |  |                                                                                      
|Item 4.                        |  | Controls and Procedures                                                               |  | 46  
|                              
|PART II  OTHER INFORMATION   
|                               |  |                                                                                      
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                   |  | 47  
|                               |  |                                                                                      
|Item 6.                        |  | Exhibits                                                                              |  | 48  



2



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##### Table of Contents

PART I - FINANCIAL INFORMATION



Item l. Financial Statements



Coca-Cola Bottling Co. Consolidated

CONSOLIDATED BALANCE SHEETS

In Thousands (Except Share Data)



|                                                                                              |  |                       |           |              |   |                       |  |   |          
|--------------------------------------------------------------------------------------------- |  | --------------------- | --------- | ------------ | - | --------------------- |  | - | ---------
|                                                                                              |  | UnauditedJuly 3, 2005 |           | Jan. 2, 2005 |   | UnauditedJune 27,2004
|ASSETS                                                                                        |  |                       |           |              |   |                       |  |   |          
|                                                                                              |  |                       |          
|Current Assets:                                                                               |  |                       |           |              |   |                       |  |   |          
|Cash                                                                                          |  | $                     | 10,155    |              | $ | 8,885                 |  | $ | 9,009    
|Accounts receivable, trade, less allowance for doubtful accounts of $1,262, $1,678 and $1,978 |  |                       | 100,640   |              |   | 82,036                |  |   | 92,487   
|Accounts receivable from The Coca-Cola Company                                                |  |                       | 5,326     |              |   | 7,049                 |  |   | 4,317    
|Accounts receivable, other                                                                    |  |                       | 6,890     |              |   | 9,637                 |  |   | 8,243    
|Inventories                                                                                   |  |                       | 55,324    |              |   | 48,886                |  |   | 54,360   
|Cash surrender value of life insurance, net                                                   |  |                       |           |              |   |                       |  |   | 20,170   
|Prepaid expenses and other current assets                                                     |  |                       | 12,806    |              |   | 7,935                 |  |   | 9,686    
|                                                                                              |  |                       |           |              |   |                       |  |   |          
|Total current assets                                                                          |  |                       | 191,141   |              |   | 164,428               |  |   | 198,272  
|                                                                                              |  |                       |           |              |   |                       |  |   |          
|Property, plant and equipment, net                                                            |  |                       | 398,368   |              |   | 418,853               |  |   | 426,385  
|Leased property under capital leases, net                                                     |  |                       | 75,051    |              |   | 76,857                |  |   | 78,731   
|Other assets                                                                                  |  |                       | 40,239    |              |   | 25,270                |  |   | 26,815   
|Franchise rights, net                                                                         |  |                       | 520,672   |              |   | 520,672               |  |   | 520,672  
|Goodwill, net                                                                                 |  |                       | 102,049   |              |   | 102,049               |  |   | 102,049  
|Other identifiable intangible assets, net                                                     |  |                       | 5,369     |              |   | 5,934                 |  |   | 7,461    
|                                                                                              |  |                       |           |              |   |                       |  |   |          
|Total                                                                                         |  | $                     | 1,332,889 |              | $ | 1,314,063             |  | $ | 1,360,385
|                                                                                              |  |                       |           |              |   |                       |  |   |          



See Accompanying Notes
to Consolidated Financial Statements



3



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED BALANCE SHEETS

In Thousands (Except Share Data)



|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  
|--------------------------------------------------- |  | --------------------- | --------- | - | ------------ | - | --------- | --------------------- |  | - | --------- | -
|                                                    |  | UnauditedJuly 3, 2005 |           |   | Jan. 2, 2005 |   |           | UnauditedJune 27,2004 | 
|LIABILITIES AND STOCKHOLDERS EQUITY                |  |                       |           |   |              |   |           |                       |  |   |           |  
|                                                    |  |                       |          
|Current Liabilities:                                |  |                       |           |   |              |   |           |                       |  |   |           |  
|Portion of long-term debt payable within one year   |  | $                     | 39        |   |              | $ | 8,000     |                       |  | $ | 39        |  
|Current portion of obligations under capital leases |  |                       | 1,794     |   |              |   | 1,826     |                       |  |   | 1,845     |  
|Accounts payable, trade                             |  |                       | 40,866    |   |              |   | 30,989    |                       |  |   | 42,933    |  
|Accounts payable to The Coca-Cola Company           |  |                       | 29,285    |   |              |   | 18,223    |                       |  |   | 31,163    |  
|Accrued compensation                                |  |                       | 14,346    |   |              |   | 17,186    |                       |  |   | 14,570    |  
|Other accrued liabilities                           |  |                       | 55,212    |   |              |   | 50,409    |                       |  |   | 48,177    |  
|Accrued interest payable                            |  |                       | 6,787     |   |              |   | 11,864    |                       |  |   | 10,317    |  
|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  
|Total current liabilities                           |  |                       | 148,329   |   |              |   | 138,497   |                       |  |   | 149,044   |  
|Deferred income taxes                               |  |                       | 168,433   |   |              |   | 165,578   |                       |  |   | 165,212   |  
|Pension and postretirement benefit obligations      |  |                       | 42,031    |   |              |   | 42,361    |                       |  |   | 42,449    |  
|Other liabilities                                   |  |                       | 78,935    |   |              |   | 85,260    |                       |  |   | 79,697    |  
|Obligations under capital leases                    |  |                       | 78,336    |   |              |   | 79,202    |                       |  |   | 80,100    |  
|Long-term debt                                      |  |                       | 702,900   |   |              |   | 700,039   |                       |  |   | 744,439   |  
|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  
|Total liabilities                                   |  |                       | 1,218,964 |   |              |   | 1,210,937 |                       |  |   | 1,260,941 |  
|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  
|Commitments and Contingencies (Note 14)             |  |                       |           |   |              |   |           |                       |  |   |           |  
|                                                    |  |                       |          
|Minority interest                                   |  |                       | 40,648    |   |              |   | 38,687    |                       |  |   | 36,969    |  
|                                                    |  |                       |          
|Stockholders Equity:                               |  |                       |           |   |              |   |           |                       |  |   |           |  
|Common Stock, $1.00 par value:                      |  |                       |           |   |              |   |           |                       |  |   |           |  
|Authorized - 30,000,000 shares;                     |  |                       |           |   |              |   |           |                       |  |   |           |  
|Issued - 9,704,951 shares                           |  |                       | 9,704     |   |              |   | 9,704     |                       |  |   | 9,704     |  
|Class B Common Stock, $1.00 par value:              |  |                       |           |   |              |   |           |                       |  |   |           |  
|Authorized - 10,000,000 shares;                     |  |                       |           |   |              |   |           |                       |  |   |           |  
|Issued - 3,068,866, 3,048,866 and 3,048,866 shares  |  |                       | 3,069     |   |              |   | 3,049     |                       |  |   | 3,049     |  
|Capital in excess of par value                      |  |                       | 99,376    |   |              |   | 98,255    |                       |  |   | 98,255    |  
|Retained earnings                                   |  |                       | 48,185    |   |              |   | 40,488    |                       |  |   | 36,589    |  
|Accumulated other comprehensive loss                |  |                       | (25,803   | ) |              |   | (25,803   | )                     |  |   | (23,868   | )
|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  
|                                                    |  |                       | 134,531   |   |              |   | 125,693   |                       |  |   | 123,729   |  
|                                                    |  |                       |          
|Less-Treasury stock, at cost:                       |  |                       |           |   |              |   |           |                       |  |   |           |  
|Common - 3,062,374 shares                           |  |                       | 60,845    |   |              |   | 60,845    |                       |  |   | 60,845    |  
|Class B Common - 628,114 shares                     |  |                       | 409       |   |              |   | 409       |                       |  |   | 409       |  
|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  
|Total stockholders equity                          |  |                       | 73,277    |   |              |   | 64,439    |                       |  |   | 62,475    |  
|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  
|Total                                               |  | $                     | 1,332,889 |   |              | $ | 1,314,063 |                       |  | $ | 1,360,385 |  
|                                                    |  |                       |           |   |              |   |           |                       |  |   |           |  



See Accompanying Notes
to Consolidated Financial Statements



4



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

In Thousands (Except Per Share Data)



|                                                                                  |  |                |         |            |   |         |  |      |         |  |   |        
|--------------------------------------------------------------------------------- |  | -------------- | ------- | ---------- | - | ------- |  | ---- | ------- |  | - | -------
|                                                                                  |  | Second Quarter |         | First Half
|                                                                                  |  | 2005           |         | 2004       |   | 2005    |  | 2004
|Net sales                                                                         |  | $              | 357,780 |            | $ | 333,711 |  | $    | 664,037 |  | $ | 616,438
|Cost of sales, excluding depreciation expense shown below                         |  |                | 191,228 |            |   | 173,026 |  |      | 357,543 |  |   | 315,236
|                                                                                  |  |                |         |            |   |         |  |      |         |  |   |        
|Gross margin                                                                      |  |                | 166,552 |            |   | 160,685 |  |      | 306,494 |  |   | 301,202
|Selling, delivery and administrative expenses, excluding depreciation shown below |  |                | 115,242 |            |   | 111,924 |  |      | 224,353 |  |   | 218,494
|Depreciation expense                                                              |  |                | 16,970  |            |   | 17,661  |  |      | 34,166  |  |   | 35,313 
|Amortization of intangibles                                                       |  |                | 157     |            |   | 795     |  |      | 566     |  |   | 1,590  
|                                                                                  |  |                |         |            |   |         |  |      |         |  |   |        
|Income from operations                                                            |  |                | 34,183  |            |   | 30,305  |  |      | 47,409  |  |   | 45,805 
|                                                                                  |  |                |         |           
|Interest expense                                                                  |  |                | 12,893  |            |   | 10,676  |  |      | 24,391  |  |   | 20,984 
|Minority interest                                                                 |  |                | 1,441   |            |   | 1,651   |  |      | 1,961   |  |   | 2,098  
|                                                                                  |  |                |         |            |   |         |  |      |         |  |   |        
|Income before income taxes                                                        |  |                | 19,849  |            |   | 17,978  |  |      | 21,057  |  |   | 22,723 
|Income taxes                                                                      |  |                | 8,330   |            |   | 7,355   |  |      | 8,819   |  |   | 9,305  
|                                                                                  |  |                |         |            |   |         |  |      |         |  |   |        
|Net income                                                                        |  | $              | 11,519  |            | $ | 10,623  |  | $    | 12,238  |  | $ | 13,418 
|                                                                                  |  |                |         |            |   |         |  |      |         |  |   |        
|Basic net income per share                                                        |  | $              | 1.27    |            | $ | 1.17    |  | $    | 1.35    |  | $ | 1.48   
|                                                                                  |  |                |         |           
|Diluted net income per share                                                      |  | $              | 1.27    |            | $ | 1.17    |  | $    | 1.35    |  | $ | 1.48   
|                                                                                  |  |                |         |           
|Weighted average number of common shares outstanding                              |  |                | 9,083   |            |   | 9,063   |  |      | 9,083   |  |   | 9,063  
|                                                                                  |  |                |         |           
|Weighted average number of common shares outstanding-assuming dilution            |  |                | 9,083   |            |   | 9,063   |  |      | 9,083   |  |   | 9,063  
|                                                                                  |  |                |         |           
|Cash dividends per share                                                          |  |                |         |            |   |         |  |      |         |  |   |        
|Common Stock                                                                      |  | $              | .25     |            | $ | .25     |  | $    | .50     |  | $ | .50    
|Class B Common Stock                                                              |  | $              | .25     |            | $ | .25     |  | $    | .50     |  | $ | .50    



See Accompanying Notes
to Consolidated Financial Statements



5



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (UNAUDITED)

In Thousands



|                                                  |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|------------------------------------------------- |  | ----------- | ----- | ------------------ | - | ----------------------------- |  | ---------------- | ------ |  | --------------------------------- | ------ | - | ------------- | - | ------- | ----- |  | - | ------- | - |  | - | ------ | -
|                                                  |  | CommonStock |       | Class BCommonStock |   | Capital in Excess ofPar Value |  | RetainedEarnings |        |  | AccumulatedOtherComprehensiveLoss |        |   | TreasuryStock |   |         | Total | 
|Balance on December 28, 2003                      |  | $           | 9,704 |                    | $ | 3,029                         |  | $                | 97,220 |  | $                                 | 27,703 |   |               | $ | (23,930 | )     |  | $ | (61,254 | ) |  | $ | 52,472 |  
|Comprehensive income:                             |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Net income                                        |  |             |       |                    |   |                               |  |                  |        |  |                                   | 13,418 |   |               |   |         |       |  |   |         |   |  |   | 13,418 |  
|Net gain on derivatives, net of tax               |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   | 62      |       |  |   |         |   |  |   | 62     |  
|                                                  |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Total comprehensive income                        |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   | 13,480 |  
|Cash dividends paid                               |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Common ($.50 per share)                           |  |             |       |                    |   |                               |  |                  |        |  |                                   | (3,321 | ) |               |   |         |       |  |   |         |   |  |   | (3,321 | )
|Class B Common ($.50 per share)                   |  |             |       |                    |   |                               |  |                  |        |  |                                   | (1,211 | ) |               |   |         |       |  |   |         |   |  |   | (1,211 | )
|Issuance of 20,000 shares of Class B Common Stock |  |             |       |                    |   | 20                            |  |                  | 1,035  |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   | 1,055  |  
|                                                  |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Balance on June 27, 2004                          |  | $           | 9,704 |                    | $ | 3,049                         |  | $                | 98,255 |  | $                                 | 36,589 |   |               | $ | (23,868 | )     |  | $ | (61,254 | ) |  | $ | 62,475 |  
|                                                  |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|                                                  |  |             |       |                    |   |                               | 
|Balance on January 2, 2005                        |  | $           | 9,704 |                    | $ | 3,049                         |  | $                | 98,255 |  | $                                 | 40,488 |   |               | $ | (25,803 | )     |  | $ | (61,254 | ) |  | $ | 64,439 |  
|Comprehensive income:                             |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Net income                                        |  |             |       |                    |   |                               |  |                  |        |  |                                   | 12,238 |   |               |   |         |       |  |   |         |   |  |   | 12,238 |  
|                                                  |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Total comprehensive income                        |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   | 12,238 |  
|Cash dividends paid                               |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Common ($.50 per share)                           |  |             |       |                    |   |                               |  |                  |        |  |                                   | (3,321 | ) |               |   |         |       |  |   |         |   |  |   | (3,321 | )
|Class B Common ($.50 per share)                   |  |             |       |                    |   |                               |  |                  |        |  |                                   | (1,220 | ) |               |   |         |       |  |   |         |   |  |   | (1,220 | )
|Issuance of 20,000 shares of Class B Common Stock |  |             |       |                    |   | 20                            |  |                  | 1,121  |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   | 1,141  |  
|                                                  |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  
|Balance on July 3, 2005                           |  | $           | 9,704 |                    | $ | 3,069                         |  | $                | 99,376 |  | $                                 | 48,185 |   |               | $ | (25,803 | )     |  | $ | (61,254 | ) |  | $ | 73,277 |  
|                                                  |  |             |       |                    |   |                               |  |                  |        |  |                                   |        |   |               |   |         |       |  |   |         |   |  |   |        |  



See Accompanying Notes
to Consolidated Financial Statements



6



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

In Thousands



|                                                                                  |  |            |         |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ---------- | ------- | - | ---- | - | ------- | -
|                                                                                  |  | First Half |        
|                                                                                  |  | 2005       |         |   | 2004 |  
|Cash Flows from Operating Activities                                              |  |            |         |   |      |   |         |  
|Net income                                                                        |  | $          | 12,238  |   |      | $ | 13,418  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |            |         |   |      |   |         |  
|Depreciation expense                                                              |  |            | 34,166  |   |      |   | 35,313  |  
|Amortization of intangibles                                                       |  |            | 566     |   |      |   | 1,590   |  
|Deferred income taxes                                                             |  |            | 4,664   |   |      |   | 9,305   |  
|Losses on sale of property, plant and equipment                                   |  |            | 36      |   |      |   | 472     |  
|Amortization of debt costs                                                        |  |            | 616     |   |      |   | 559     |  
|Amortization of deferred gain related to terminated interest rate agreements      |  |            | (839    | ) |      |   | (1,152  | )
|Minority interest                                                                 |  |            | 1,961   |   |      |   | 2,098   |  
|(Increase) decrease in current assets less current liabilities                    |  |            | (4,892  | ) |      |   | 2,685   |  
|(Increase) decrease in other noncurrent assets                                    |  |            | (1,377  | ) |      |   | 265     |  
|Increase (decrease) in other noncurrent liabilities                               |  |            | (8,451  | ) |      |   | 6,620   |  
|Other                                                                             |  |            |         |   |      |   | 102     |  
|                                                                                  |  |            |         |   |      |   |         |  
|Total adjustments                                                                 |  |            | 26,450  |   |      |   | 57,857  |  
|                                                                                  |  |            |         |   |      |   |         |  
|Net cash provided by operating activities                                         |  |            | 38,688  |   |      |   | 71,275  |  
|                                                                                  |  |            |         |   |      |   |         |  
|Cash Flows from Financing Activities                                              |  |            |         |   |      |   |         |  
|Payment of long-term debt                                                         |  |            |         |   |      |   | (45,000 | )
|Payment of current portion of long-term debt                                      |  |            |         |   |      |   | (39     | )
|Repayment of lines of credit, net                                                 |  |            | (5,100  | ) |      |   | (13,200 | )
|Cash dividends paid                                                               |  |            | (4,541  | ) |      |   | (4,532  | )
|Principal payments on capital lease obligations                                   |  |            | (897    | ) |      |   | (925    | )
|Premium on exchange of long-term debt                                             |  |            | (15,554 | ) |      |   |         |  
|Other                                                                             |  |            | 585     |   |      |   | (252    | )
|                                                                                  |  |            |         |   |      |   |         |  
|Net cash used in financing activities                                             |  |            | (25,507 | ) |      |   | (63,948 | )
|                                                                                  |  |            |         |   |      |   |         |  
|Cash Flows from Investing Activities                                              |  |            |         |   |      |   |         |  
|Additions to property, plant and equipment                                        |  |            | (14,881 | ) |      |   | (25,896 | )
|Proceeds from the sale of property, plant and equipment                           |  |            | 2,970   |   |      |   | 1,620   |  
|Proceeds from the redemption of life insurance policies                           |  |            |         |   |      |   | 7,914   |  
|                                                                                  |  |            |         |   |      |   |         |  
|Net cash used in investing activities                                             |  |            | (11,911 | ) |      |   | (16,362 | )
|                                                                                  |  |            |         |   |      |   |         |  
|Net increase (decrease) in cash                                                   |  |            | 1,270   |   |      |   | (9,035  | )
|Cash at beginning of period                                                       |  |            | 8,885   |   |      |   | 18,044  |  
|                                                                                  |  |            |         |   |      |   |         |  
|Cash at end of period                                                             |  | $          | 10,155  |   |      | $ | 9,009   |  
|                                                                                  |  |            |         |   |      |   |         |  
|Significant non-cash investing and financing activities:                          |  |            |         |   |      |   |         |  
|Issuance of Class B Common Stock related to stock award                           |  | $          | 1,141   |   |      | $ | 1,055   |  
|Capital lease obligations incurred                                                |  |            |         |   |      |   | 37,307  |  
|Exchange of long-term debt                                                        |  |            | 164,757 |   |      |   |         |  



See Accompanying Notes
to Consolidated Financial Statements



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



1. Accounting Policies



The consolidated financial statements include the accounts of Coca-Cola Bottling Co. Consolidated and its majority owned subsidiaries (the
Company). All significant intercompany accounts and transactions have been eliminated.



The consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. All such adjustments are of a
normal, recurring nature.



The preparation of financial statements in
conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



The accounting policies followed in the presentation of interim financial results are consistent with those followed on an annual basis.
These policies are presented in Note 1 to the consolidated financial statements included in the Companys Annual Report on Form

10-K for the year
ended January 2, 2005 filed with the Securities and Exchange Commission.



Certain prior year amounts have been reclassified to conform to current year classifications.



2. Seasonality of Operations



Operating
results for the second quarter and the first half of 2005 are not indicative of results that may be expected for the fiscal year ending January 1, 2006 because of business seasonality. Business seasonality results primarily from higher unit sales of
the Companys products in the second and third quarters versus the first and fourth quarters of the fiscal year. Fixed costs, such as depreciation, amortization and interest expense, are not significantly impacted by business seasonality.



3. Piedmont Coca-Cola Bottling Partnership



On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola Bottling
Partnership (Piedmont) to distribute and market nonalcoholic beverages primarily in portions of North Carolina and South Carolina. The Company provides a portion of the finished products to Piedmont at cost and receives a fee for
managing the business of Piedmont pursuant to a management agreement.



Minority
interest as of July 3, 2005, January 2, 2005 and June 27, 2004 represents the portion of Piedmont owned by The Coca-Cola Company, which was 22.7% for all periods presented.



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



4. Inventories



Inventories were summarized as follows:



|                                          |  |             |        |             |   |              |  |   |       
|----------------------------------------- |  | ----------- | ------ | ----------- | - | ------------ |  | - | ------
|In Thousands                              |  | July 3,2005 |        | Jan. 2,2005 |   | June 27,2004
|Finished products                         |  | $           | 31,314 |             | $ | 25,026       |  | $ | 30,344
|Manufacturing materials                   |  |             | 10,074 |             |   | 10,148       |  |   | 8,214 
|Plastic shells, plastic pallets and other |  |             | 13,936 |             |   | 13,712       |  |   | 15,802
|                                          |  |             |        |             |   |              |  |   |       
|Total inventories                         |  | $           | 55,324 |             | $ | 48,886       |  | $ | 54,360
|                                          |  |             |        |             |   |              |  |   |       



5. Property, Plant and Equipment



The principal categories and estimated useful lives of property, plant and
equipment were as follows:



|                                                |  |             |         |             |   |              |  |                       |         |  |            
|----------------------------------------------- |  | ----------- | ------- | ----------- | - | ------------ |  | --------------------- | ------- |  | -----------
|In Thousands                                    |  | July 3,2005 |         | Jan. 2,2005 |   | June 27,2004 |  | EstimatedUseful Lives
|Land                                            |  | $           | 12,767  |             | $ | 12,822       |  | $                     | 12,702  |  |            
|Buildings                                       |  |             | 111,644 |             |   | 114,176      |  |                       | 112,658 |  | 10-50 years
|Machinery and equipment                         |  |             | 92,837  |             |   | 92,307       |  |                       | 91,218  |  | 5-20 years 
|Transportation equipment                        |  |             | 164,909 |             |   | 163,707      |  |                       | 161,069 |  | 4-13 years 
|Furniture and fixtures                          |  |             | 41,849  |             |   | 39,228       |  |                       | 41,304  |  | 4-10 years 
|Cold drink dispensing equipment                 |  |             | 347,576 |             |   | 347,971      |  |                       | 347,144 |  | 6-13 years 
|Leasehold and land improvements                 |  |             | 55,584  |             |   | 55,210       |  |                       | 53,913  |  | 5-20 years 
|Software for internal use                       |  |             | 29,841  |             |   | 28,607       |  |                       | 34,186  |  | 3-7 years  
|Construction in progress                        |  |             | 7,229   |             |   | 5,667        |  |                       | 4,997   |  |            
|                                                |  |             |         |             |   |              |  |                       |         |  |            
|Total property, plant and equipment, at cost    |  |             | 864,236 |             |   | 859,695      |  |                       | 859,191 |  |            
|Less: Accumulated depreciation and amortization |  |             | 465,868 |             |   | 440,842      |  |                       | 432,806 |  |            
|                                                |  |             |         |             |   |              |  |                       |         |  |            
|Property, plant and equipment, net              |  | $           | 398,368 |             | $ | 418,853      |  | $                     | 426,385 |  |            
|                                                |  |             |         |             |   |              |  |                       |         |  |            



6. Leased Property Under Capital
Leases



Leased property under capital leases was summarized as follows:



|                                          |  |             |        |             |   |              |  |                        |        |  |           
|----------------------------------------- |  | ----------- | ------ | ----------- | - | ------------ |  | ---------------------- | ------ |  | ----------
|In Thousands                              |  | July 3,2005 |        | Jan. 2,2005 |   | June 27,2004 |  | Estimated Useful Lives
|Leased property under capital leases      |  | $           | 84,035 |             | $ | 84,035       |  | $                      | 85,804 |  | 1-29 years
|Less: Accumulated amortization            |  |             | 8,984  |             |   | 7,178        |  |                        | 7,073  |  |           
|                                          |  |             |        |             |   |              |  |                        |        |  |           
|Leased property under capital leases, net |  | $           | 75,051 |             | $ | 76,857       |  | $                      | 78,731 |  |           
|                                          |  |             |        |             |   |              |  |                        |        |  |           



The majority of the leased property
under capital leases is real estate and is provided by related parties as described in Note 19 to the consolidated financial statements.



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



7. Franchise
Rights and Goodwill



Franchise rights and goodwill were summarized as follows:



|                                   |  |              |         |             |   |              |  |   |        
|---------------------------------- |  | ------------ | ------- | ----------- | - | ------------ |  | - | -------
|In Thousands                       |  | July 3, 2005 |         | Jan. 2,2005 |   | June 27,2004
|Franchise rights                   |  | $            | 677,769 |             | $ | 677,769      |  | $ | 677,769
|Goodwill                           |  |              | 155,487 |             |   | 155,487      |  |   | 155,487
|                                   |  |              |         |             |   |              |  |   |        
|Franchise rights and goodwill      |  |              | 833,256 |             |   | 833,256      |  |   | 833,256
|Less: Accumulated amortization     |  |              | 210,535 |             |   | 210,535      |  |   | 210,535
|                                   |  |              |         |             |   |              |  |   |        
|Franchise rights and goodwill, net |  | $            | 622,721 |             | $ | 622,721      |  | $ | 622,721
|                                   |  |              |         |             |   |              |  |   |        



8. Other Identifiable Intangible
Assets



Other identifiable intangible assets were summarized as follows:



|                                          |  |             |        |             |   |              |  |                        |        |  |           
|----------------------------------------- |  | ----------- | ------ | ----------- | - | ------------ |  | ---------------------- | ------ |  | ----------
|In Thousands                              |  | July 3,2005 |        | Jan. 2,2005 |   | June 27,2004 |  | Estimated Useful Lives
|Customer relationships                    |  | $           | 61,102 |             | $ | 61,102       |  | $                      | 61,102 |  | 3-20 years
|Less: Accumulated amortization            |  |             | 55,733 |             |   | 55,168       |  |                        | 53,641 |  |           
|                                          |  |             |        |             |   |              |  |                        |        |  |           
|Other identifiable intangible assets, net |  | $           | 5,369  |             | $ | 5,934        |  | $                      | 7,461  |  |           
|                                          |  |             |        |             |   |              |  |                        |        |  |           



9. Other Accrued Liabilities



Other accrued liabilities were summarized as follows:



|                                        |  |              |        |             |   |              |  |   |       
|--------------------------------------- |  | ------------ | ------ | ----------- | - | ------------ |  | - | ------
|In Thousands                            |  | July 3, 2005 |        | Jan. 2,2005 |   | June 27,2004
|Accrued marketing costs                 |  | $            | 4,735  |             | $ | 9,289        |  | $ | 7,628 
|Accrued insurance costs                 |  |              | 11,608 |             |   | 11,129       |  |   | 10,243
|Accrued taxes (other than income taxes) |  |              | 3,861  |             |   | 1,670        |  |   | 3,959 
|Employee benefit plan accruals          |  |              | 10,481 |             |   | 9,009        |  |   | 9,901 
|All other accrued expenses              |  |              | 24,527 |             |   | 19,312       |  |   | 16,446
|                                        |  |              |        |             |   |              |  |   |       
|Total other accrued liabilities         |  | $            | 55,212 |             | $ | 50,409       |  | $ | 48,177
|                                        |  |              |        |             |   |              |  |   |       





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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



10. Long-Term
Debt



Long-term debt was summarized as follows:



|                                                        |  |          |  |              |  |                 |  |             |         |             |   |              |  |   |        
|------------------------------------------------------- |  | -------- |  | ------------ |  | --------------- |  | ----------- | ------- | ----------- | - | ------------ |  | - | -------
|In Thousands                                            |  | Maturity |  | InterestRate |  | Interest Paid   |  | July 3,2005 |         | Jan. 2,2005 |   | June 27,2004
|Lines of Credit                                         |  | 2005     |  | 3.83%        |  | Varies          |  | $           | 2,900   |             | $ | 8,000        |  | $ | 4,400  
|Term Loan                                               |  |          |  |              |  | Varies          |  |             |         |             |   |              |  |   | 40,000 
|Debentures                                              |  | 2007     |  | 6.85%        |  | Semi - annually |  |             | 100,000 |             |   | 100,000      |  |   | 100,000
|Debentures                                              |  | 2009     |  | 7.20%        |  | Semi - annually |  |             | 57,440  |             |   | 100,000      |  |   | 100,000
|Debentures                                              |  | 2009     |  | 6.375%       |  | Semi - annually |  |             | 127,803 |             |   | 250,000      |  |   | 250,000
|Senior Notes                                            |  | 2012     |  | 5.00%        |  | Semi - annually |  |             | 150,000 |             |   | 150,000      |  |   | 150,000
|Senior Notes                                            |  | 2015     |  | 5.30%        |  | Semi - annually |  |             | 100,000 |             |   | 100,000      |  |   | 100,000
|Senior Notes                                            |  | 2016     |  | 5.00%        |  | Semi - annually |  |             | 164,757 |             |   |              |  |   |        
|Other Notes Payable                                     |  | 2006     |  | 5.75%        |  | Quarterly       |  |             | 39      |             |   | 39           |  |   | 78     
|                                                        |  |          |  |              |  |                 |  |             |         |             |   |              |  |   |        
|                                                        |  |          |  |              |  |                 |  |             | 702,939 |             |   | 708,039      |  |   | 744,478
|Less: Portion of long-term debt payable within one year |  |          |  |              |  |                 |  |             | 39      |             |   | 8,000        |  |   | 39     
|                                                        |  |          |  |              |  |                 |  |             |         |             |   |              |  |   |        
|Long-term debt                                          |  |          |  |              |  |                 |  | $           | 702,900 |             | $ | 700,039      |  | $ | 744,439
|                                                        |  |          |  |              |  |                 |  |             |         |             |   |              |  |   |        



The Company has obtained the majority
of its long-term financing from the public markets. As of July 3, 2005, $535.2 million of the Companys total outstanding debt balance of $702.9 million was financed through publicly offered debt. An additional $164.8 million of long-term
financing was issued in a private placement. The remainder of the Companys debt is provided by several financial institutions. The Company mitigates its financing risk by using multiple financial institutions and carefully evaluating the
credit worthiness of these institutions. The Company enters into credit arrangements only with institutions with investment grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis.



In June 2005, the Company exchanged $122.2 million of its outstanding 6.375% debentures due
2009 and $42.6 million of its outstanding 7.20% debentures due 2009 for $164.8 million of new 5.00% senior notes



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



10. Long-Term
Debt



due 2016. The exchange was conducted as a private placement to holders
of the existing debentures that were qualified institutional buyers within the meaning of Rule 144A of the Securities Act of 1933. As part of the exchange, the Company paid a premium of $15.6 million to holders participating in the
exchange. The Company intends to commence a registered exchange offer during the second half of 2005 to provide holders of the newly issued private notes with the opportunity to exchange their private notes for substantially identical registered
notes. The transaction was accounted for as an exchange of debt and the $15.6 million premium will be amortized over the life of the new notes. The Company incurred financing transaction costs of $1.3 million related to the debt exchange which have
been included in interest expense during the second quarter of 2005.



On April
7, 2005, the Company entered into a new five-year $100 million revolving credit facility replacing the $125 million facility which was scheduled to expire in December 2005. On July 3, 2005, there were no amounts outstanding under this facility. The
new $100 million facility matures in April 2010. The new facility includes an option to extend the term for an additional year at the discretion of the participating banks. The new revolving credit facility bears interest at a floating base rate or
a floating rate of LIBOR plus an interest rate spread of .375%. In addition, there is a facility fee of .125% required for this revolving credit facility. Both the interest rate spread and the facility fee are determined from a commonly used pricing
grid based on the Companys long-term senior unsecured noncredit-enhanced debt rating. The Companys new revolving credit facility contains two financial covenants related to ratio requirements for interest coverage, and long-term debt to
cash flow, as defined in the credit agreement. These covenants do not currently, and the Company does not anticipate that they will, restrict its liquidity or capital resources.



The Company borrows periodically under its available lines of credit. These lines of credit, in the aggregate amount of $60 million at July
3, 2005, are made available at the discretion of two participating banks and may be withdrawn at any time by such banks. The Company intends to renew the lines of credit as they mature. To the extent that borrowings under the lines of credit and
borrowings under the revolving credit facility do not exceed the amount available under the Companys revolving credit facility, and the term of the revolving credit facility matures in more than 12 months, such borrowings are classified as
noncurrent liabilities. On July 3, 2005, $2.9 million was outstanding under the lines of credit. On June 27, 2004, $4.4 million was outstanding under the lines of credit.



After taking into account all of the interest rate hedging activities, the Company had a weighted average interest rate of 5.8%, 5.6% and
5.1% for its debt and capital lease obligations as of July 3, 2005, January 2, 2005 and June 27, 2004, respectively. The Companys overall weighted average interest rate on its debt and capital lease obligations, excluding the financing
transaction costs related to the debt exchange, would have been 5.9% for first half of 2005 compared to 5.0% for the first half of 2004. Including the $1.3 million of financing transaction costs related to the Companys debt exchange, the
overall weighted average interest rate for the first half of 2005 was 6.2%. As of July 3, 2005, approximately 42% of the Companys debt and capital lease obligations of $783.1 million was subject to changes in short-term interest rates. The
Company considers all floating rate debt and fixed rate debt with a maturity of less than one year to be subject to changes in short-term interest rates.



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



10. Long-Term
Debt



If average interest rates for the floating rate component of the
Companys debt and capital lease obligations increased by 1%, interest expense for the first half of 2005 would have increased by approximately $1.7 million and net income would have been reduced by approximately $1 million.



All of the outstanding long-term debt has been issued by the Company with none being issued
by any of the Companys subsidiaries. There are no guarantees of the Companys debt.



11. Derivative Financial Instruments



The
Company periodically uses interest rate hedging products to mitigate risk from interest rate fluctuations. The Company has historically altered its fixed/floating rate mix based upon anticipated cash flows from operations relative to the
Companys debt level and the potential impact of changes in interest rates on the Companys overall financial condition. Sensitivity analyses are performed to review the impact on the Companys financial position and coverage of
various interest rate movements. The Company does not use derivative financial instruments for trading purposes nor does it use leveraged financial instruments. All of the Companys outstanding interest rate swap agreements are LIBOR-based.



Derivative financial instruments were summarized as follows:



|                                      |  |                |        |                 |            |                |   |               |  |                |  |               |        |  |           
|------------------------------------- |  | -------------- | ------ | --------------- | ---------- | -------------- | - | ------------- |  | -------------- |  | ------------- | ------ |  | ----------
|                                      |  | July 3, 2005   |        | January 2, 2005 |            | June 27, 2004 
|In Thousands                          |  | NotionalAmount |        | RemainingTerm   |            | NotionalAmount |   | RemainingTerm |  | NotionalAmount |  | RemainingTerm
|Interest rate swap agreement-floating |  | $              | 25,000 |                 | 2.42 years |                | $ | 25,000        |  | 2.92 years     |  | $             | 25,000 |  | 3.42 years
|Interest rate swap agreement-floating |  |                | 25,000 |                 | 2.42 years |                |   | 25,000        |  | 2.92 years     |  |               | 25,000 |  | 3.42 years
|Interest rate swap agreement-floating |  |                | 50,000 |                 | 3.92 years |                |   | 50,000        |  | 4.42 years     |  |               | 50,000 |  | 4.92 years
|Interest rate swap agreement-floating |  |                | 50,000 |                 | 2.42 years |                |   | 50,000        |  | 2.92 years     |  |               | 50,000 |  | 3.42 years
|Interest rate swap agreement-floating |  |                | 50,000 |                 | 4.08 years |                |   | 50,000        |  | 4.58 years     |  |               | 50,000 |  | 5.08 years
|Interest rate swap agreement-floating |  |                | 50,000 |                 | 7.42 years |                |   | 50,000        |  | 7.92 years     |  |               | 50,000 |  | 8.42 years



The Company had six interest rate swap
agreements as of July 3, 2005 with varying terms that effectively converted $250 million of the Companys fixed rate debt to a floating rate. All of the interest rate swap agreements have been accounted for as fair value hedges.



The counterparties to these contractual arrangements are major financial institutions with
which the Company also has other financial relationships. The Company uses several different financial institutions for interest rate derivative contracts to minimize the concentration of credit risk. While the Company is exposed to credit loss in
the event of nonperformance by these counterparties, the Company does not anticipate nonperformance by these parties. The Company has master agreements with the counterparties to its derivative financial agreements that provide for net settlement of
the derivative transactions.



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



12. Fair
Values of Financial Instruments



The following methods and assumptions were
used by the Company in estimating the fair values of its financial instruments:



Cash, Accounts Receivable and Accounts Payable



The fair
values of cash, accounts receivable and accounts payable approximate carrying values due to the short maturity of these financial instruments.



Public and Privately Placed Debt Securities



The fair values of the Companys public and privately placed debt securities are based on estimated market prices.



Non-Public Variable Rate Long-Term Debt



The carrying amounts of the Companys variable rate borrowings approximate their fair
values.



Non-Public Fixed Rate Long-Term Debt



The fair values of the Companys other notes payable are estimated using discounted
cash flow analyses based on the Companys current borrowing rates for similar types of borrowing arrangements.



Derivative Financial Instruments



Fair values for the Companys interest rate swap agreements are based on current settlement values.



Letters of Credit



The fair values of the Companys letters of credit are based on the notional amounts of the instruments.



The carrying amounts and fair values of the Companys long-term debt, derivative
financial instruments and letters of credit were as follows:



|                                            |  |                |         |                 |   |                |  |            |         |                |   |            |  |   |         |  |   |        
|------------------------------------------- |  | -------------- | ------- | --------------- | - | -------------- |  | ---------- | ------- | -------------- | - | ---------- |  | - | ------- |  | - | -------
|                                            |  | July 3, 2005   |         | January 2, 2005 |   | June 27, 2004 
|In Thousands                                |  | CarryingAmount |         | Fair Value      |   | CarryingAmount |  | Fair Value |         | CarryingAmount |   | Fair Value
|Public and privately placed debt securities |  | $              | 700,000 |                 | $ | 720,137        |  | $          | 700,000 |                | $ | 738,666    |  | $ | 700,000 |  | $ | 724,833
|Non-public variable rate long-term debt     |  |                | 2,900   |                 |   | 2,900          |  |            | 8,000   |                |   | 8,000      |  |   | 44,400  |  |   | 44,400 
|Non-public fixed rate long-term debt        |  |                | 39      |                 |   | 39             |  |            | 39      |                |   | 39         |  |   | 78      |  |   | 80     
|Interest rate swap agreements               |  |                | 2,855   |                 |   | 2,855          |  |            | 1,594   |                |   | 1,594      |  |   | 5,289   |  |   | 5,289  
|Letters of credit                           |  |                |        |                 |   | 18,408         |  |            |        |                |   | 15,826     |  |   |        |  |   | 13,201 



The fair values of the interest rate
swap agreements at July 3, 2005, January 2, 2005 and June 27, 2004 represent the estimated amounts the Company would have paid upon termination of these agreements.



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



13. Other
Liabilities



Other liabilities were summarized as follows:



|                                     |  |             |        |             |   |              |  |   |       
|------------------------------------ |  | ----------- | ------ | ----------- | - | ------------ |  | - | ------
|In Thousands                         |  | July 3,2005 |        | Jan. 2,2005 |   | June 27,2004
|Accruals for executive benefit plans |  | $           | 58,887 |             | $ | 59,824       |  | $ | 56,482
|Other                                |  |             | 20,048 |             |   | 25,436       |  |   | 23,215
|                                     |  |             |        |             |   |              |  |   |       
|Total other liabilities              |  | $           | 78,935 |             | $ | 85,260       |  | $ | 79,697
|                                     |  |             |        |             |   |              |  |   |       



Accruals for executive benefit plans
as of July 3, 2005 reflected the reduction of an accrual for deferred compensation of $1.1 million due to the resignation of an executive during the second quarter of 2005.



14. Commitments and Contingencies



The Company has guaranteed a portion of the debt for two cooperatives in which the Company is a member and has an ongoing business relationship. The amounts guaranteed
were $44.4 million, $41.4 million and $42.3 million as of July 3, 2005, January 2, 2005 and June 27, 2004, respectively. The Company has not recorded any liability associated with these guarantees. The guarantees relate to debt and lease
obligations, which resulted primarily from the purchase of production equipment and facilities. These guarantees expire at various times through 2021. Both cooperatives consist solely of Coca-Cola bottlers. The Company does not anticipate that
either of these cooperatives will fail to fulfill their commitments under these agreements. The Company further believes that each of these cooperatives has sufficient assets, including production equipment, facilities and working capital, and the
ability to adjust selling prices of their products to adequately mitigate the risk of material loss.



The Company has identified the two cooperatives discussed above as variable interest entities and has determined it is not the primary beneficiary of either of the cooperatives. The Companys variable interest in
these cooperatives includes an equity ownership in each of the entities and the guarantee of certain indebtedness. As of July 3, 2005, these entities had total assets of approximately $401.0 million, total debt of approximately $298.9 million and
total revenues for the first half of 2005 of approximately $345.6 million. In the event either of these cooperatives fail to fulfill their commitments under the related debt and lease obligations, the Company would be responsible for payments to the
lenders up to the level of the guarantees. If these cooperatives had borrowed up to their borrowing capacity, the Companys potential amount of payments under these guarantees on July 3, 2005 would have been $57.4 million. The Companys
maximum total exposure, including its equity investment, would have been $64.3 million. The Company has been purchasing products from both of these cooperatives for more than ten years.



The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of business. Although it is
difficult to predict the ultimate outcome of these claims and legal proceedings, management believes that the ultimate disposition of these matters will not have a material adverse effect on the financial condition, cash flows or results of
operations of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible.



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



14.
Commitments and Contingencies



The Companys tax filings are subject to
audit by tax authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company
has adequately provided for any ultimate amounts that are likely to result from these audits, however, final assessments, if any, could be different than the amounts provided in the financial statements.



15. Income Taxes



The provision for income taxes consisted of the following:



|                         |  |            |        |   |      |   |      
|------------------------ |  | ---------- | ------ | - | ---- | - | -----
|                         |  | First Half
|In Thousands             |  | 2005       |        |   | 2004
|Current:                 |  |            |        |   |      |   |      
|Federal                  |  | $          | (2,369 | ) |      | $ |     
|State                    |  |            | 6,524  |   |      |   |     
|                         |  |            |        |   |      |   |      
|Total current provision  |  |            | 4,155  |   |      |   |     
|                         |  |            |        |   |      |   |      
|Deferred:                |  |            |        |   |      |   |      
|Federal                  |  |            | 9,391  |   |      |   | 7,978
|State                    |  |            | (4,727 | ) |      |   | 1,327
|                         |  |            |        |   |      |   |      
|Total deferred provision |  |            | 4,664  |   |      |   | 9,305
|                         |  |            |        |   |      |   |      
|Income tax expense       |  | $          | 8,819  |   |      | $ | 9,305
|                         |  |            |        |   |      |   |      



Reported income tax expense is
reconciled to the amount computed on the basis of income before income taxes at the statutory rate as follows:



|                                                                               |  |            |       |   |      |   |      
|------------------------------------------------------------------------------ |  | ---------- | ----- | - | ---- | - | -----
|                                                                               |  | First Half
|In Thousands                                                                   |  | 2005       |       |   | 2004
|Statutory expense                                                              |  | $          | 7,370 |   |      | $ | 7,953
|State income taxes, net of federal benefit                                     |  |            | 881   |   |      |   | 862  
|Impact of state tax audit and updated assessment of state income tax liability |  |            | 287   |   |      |   |      
|Meals and entertainment                                                        |  |            | 350   |   |      |   | 256  
|Other                                                                          |  |            | (69   | ) |      |   | 234  
|                                                                               |  |            |       |   |      |   |      
|Income tax expense                                                             |  | $          | 8,819 |   |      | $ | 9,305
|                                                                               |  |            |       |   |      |   |      



During the second quarter of 2005, the
Company entered into a settlement agreement with a state whereby the Company agreed to reduce certain net operating loss carryforwards and to pay certain additional taxes and interest relating to prior years. The loss of state net operating loss
carryforwards, net of federal tax benefit, of $4.4 million did not have an effect on the provision for income taxes due to a valuation allowance previously recorded for such deferred tax assets. Under this settlement, the Company was required to pay
$5.7 million in the second quarter of 2005 and is required to pay an additional $5.0 million by April 15, 2006. The



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



15. Income
Taxes



amounts paid and the liability remaining in excess of reserves
previously recorded had the effect of increasing income tax expense by approximately $4.1 million in the second quarter of 2005. Based on analysis of current facts, the Company also made adjustments to reserves for income tax exposure in other
states in the second quarter which had the effect of decreasing income tax expense by $3.8 million. The Companys income tax reserves are subject to adjustment in future periods based on the Companys ongoing evaluations of its income tax
liabilities and new information that becomes available to the Company.



16.
Accumulated Other Comprehensive Income (Loss)



The reconciliation of the
components of accumulated other comprehensive income (loss) was as follows:



|                                                            |  |                        |     |   |                                     |   |         |       |  |   |         |  
|----------------------------------------------------------- |  | ---------------------- | --- | - | ----------------------------------- | - | ------- | ----- |  | - | ------- | -
|In Thousands                                                |  | DerivativesGain/(Loss) |     |   | Minimum PensionLiability Adjustment |   |         | Total | 
|Balance as of December 28, 2003                             |  | $                      | (62 | ) |                                     | $ | (23,868 | )     |  | $ | (23,930 | )
|Change in fair market value of cash flow hedges, net of tax |  |                        | 62  |   |                                     |   |        |       |  |   | 62      |  
|                                                            |  |                        |     |   |                                     |   |         |       |  |   |         |  
|Balance as of June 27, 2004                                 |  | $                      |    |   |                                     | $ | (23,868 | )     |  | $ | (23,868 | )
|                                                            |  |                        |     |   |                                     |   |         |       |  |   |         |  
|                                                            |  |                        |    
|Balance as of January 2, 2005 and July 3, 2005              |  | $                      |    |   |                                     | $ | (25,803 | )     |  | $ | (25,803 | )
|                                                            |  |                        |     |   |                                     |   |         |       |  |   |         |  



A summary of the components of
accumulated other comprehensive income (loss) was as follows:



|                                  |  |                  |     |                  |   |     |                 |  |   |   
|--------------------------------- |  | ---------------- | --- | ---------------- | - | --- | --------------- |  | - | --
|In Thousands                      |  | Before-TaxAmount |     | Income TaxEffect |   |     | After-TaxAmount
|First half 2004                   |  |                  |     |                  |   |     |                 |  |   |   
|                                  |  |                  |    
|Net gain (loss) on derivatives    |  | $                | 101 |                  | $ | (39 | )               |  | $ | 62
|                                  |  |                  |     |                  |   |     |                 |  |   |   
|Other comprehensive income (loss) |  | $                | 101 |                  | $ | (39 | )               |  | $ | 62
|                                  |  |                  |     |                  |   |     |                 |  |   |   
|First half 2005                   |  |                  |     |                  |   |     |                 |  |   |   
|                                  |  |                  |    
|Other comprehensive income (loss) |  | $                |    |                  | $ |    |                 |  | $ |  
|                                  |  |                  |     |                  |   |     |                 |  |   |   



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



17. Capital
Transactions



On May 12, 1999, the stockholders of the Company approved a
restricted stock award for J. Frank Harrison, III, the Companys Chairman of the Board of Directors and Chief Executive Officer, consisting of 200,000 shares of the Companys Class B Common Stock. The fair value of the restricted stock
award, when approved, was approximately $11.7 million based on the market price of the Common Stock on the effective date of the award. The award provides that the shares of restricted stock vest at the rate of 20,000 shares per year over a ten-year
period. The vesting of each annual installment is contingent upon the Company achieving at least 80% of the overall goal achievement factor in the Companys Annual Bonus Plan. As of July 3, 2005, the fair market value of the potentially
issuable shares (80,000 shares over the next four years) under this award approximated $3.9 million. Compensation expense related to the restricted stock award was $.9 million and $1.0 million for the first half of 2005 and for the first half of
2004, respectively.



On March 3, 2004, the Compensation Committee of the Board
of Directors determined that 20,000 shares of restricted Class B Common Stock vested and should be issued pursuant to the performance-based award discussed above to J. Frank Harrison, III, in connection with his services as Chairman of the Board of
Directors and Chief Executive Officer of the Company. On February 23, 2005, the Compensation Committee determined that an additional 20,000 shares of restricted Class B Common Stock vested.



The increase in the number of shares outstanding in the first quarter of 2005 and the first
quarter of 2004 was due to the issuance in each quarter of 20,000 shares of Class B Common Stock related to the restricted stock award.



18. Benefit Plans



Retirement benefits under the two Company-sponsored pension plans are based on the employees length of service, average compensation over the five consecutive years which gives the highest average compensation
and the average of the Social Security taxable wage base during the 35-year period before a participant reaches Social Security retirement age. Contributions to the plans are based on the projected unit credit actuarial funding method and are
limited to the amounts that are currently deductible for income tax purposes.



Net periodic pension cost for the indicated periods was as follows:



|                                   |  |                |        |   |            |   |        |      |  |   |        |   |  |   |        |  
|---------------------------------- |  | -------------- | ------ | - | ---------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                   |  | Second Quarter |        |   | First Half |  
|In Thousands                       |  | 2005           |        |   | 2004       |   |        | 2005 |  |   | 2004   |  
|Service cost                       |  | $              | 1,747  |   |            | $ | 1,477  |      |  | $ | 3,494  |   |  | $ | 2,954  |  
|Interest cost                      |  |                | 2,529  |   |            |   | 2,266  |      |  |   | 5,058  |   |  |   | 4,532  |  
|Expected return on plan assets     |  |                | (2,672 | ) |            |   | (2,327 | )    |  |   | (5,344 | ) |  |   | (4,654 | )
|Amortization of prior service cost |  |                | 6      |   |            |   | 5      |      |  |   | 12     |   |  |   | 10     |  
|Recognized net actuarial loss      |  |                | 1,335  |   |            |   | 1,210  |      |  |   | 2,670  |   |  |   | 2,420  |  
|                                   |  |                |        |   |            |   |        |      |  |   |        |   |  |   |        |  
|Net periodic pension cost          |  | $              | 2,945  |   |            | $ | 2,631  |      |  | $ | 5,890  |   |  | $ | 5,262  |  
|                                   |  |                |        |   |            |   |        |      |  |   |        |   |  |   |        |  





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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



18. Benefit
Plans



The Company contributed $6.0 million to its pension plans during the
first half of 2005.



The Company provides postretirement benefits for a portion
of its current employees. The Company recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees periods of active service. Qualifying active employees are eligible for coverage upon
retirement until they become eligible for Medicare (normally age 65), at which time coverage under the plan will cease. The Company does not pre-fund these benefits and has the right to modify or terminate certain of these benefits in the future.



The components of net periodic postretirement benefit cost were as follows:



|                                                 |  |                |       |   |            |   |     |      |  |   |       |   |  |   |       |  
|------------------------------------------------ |  | -------------- | ----- | - | ---------- | - | --- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                 |  | Second Quarter |       |   | First Half |  
|In Thousands                                     |  | 2005           |       |   | 2004       |   |     | 2005 |  |   | 2004  |  
|Service cost                                     |  | $              | 172   |   |            | $ | 137 |      |  | $ | 344   |   |  | $ | 274   |  
|Interest cost                                    |  |                | 781   |   |            |   | 705 |      |  |   | 1,562 |   |  |   | 1,410 |  
|Amortization of unrecognized transitional assets |  |                | (6    | ) |            |   | (6  | )    |  |   | (12   | ) |  |   | (12   | )
|Recognized net actuarial loss                    |  |                | 252   |   |            |   | 207 |      |  |   | 504   |   |  |   | 414   |  
|Amortization of prior service cost               |  |                | (68   | ) |            |   | (68 | )    |  |   | (136  | ) |  |   | (136  | )
|                                                 |  |                |       |   |            |   |     |      |  |   |       |   |  |   |       |  
|Net periodic postretirement benefit cost         |  | $              | 1,131 |   |            | $ | 975 |      |  | $ | 2,262 |   |  | $ | 1,950 |  
|                                                 |  |                |       |   |            |   |     |      |  |   |       |   |  |   |       |  



19. Related Party Transactions



The Companys business consists primarily of the production, marketing
and distribution of nonalcoholic beverages of The Coca-Cola Company, which is the sole owner of the secret formulas under which the primary components (either concentrate or syrup) of its soft drink products are manufactured. As of July 3, 2005, The
Coca-Cola Company had a 27.3% interest in the Companys total outstanding Common Stock and Class B Common Stock on a combined basis.



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



19. Related
Party Transactions



The following table summarizes the significant
transactions between the Company and The Coca-Cola Company:



|                                                                                             |  |            |       |      |   |      
|-------------------------------------------------------------------------------------------- |  | ---------- | ----- | ---- | - | -----
|                                                                                             |  | First Half
|In Millions                                                                                  |  | 2005       |       | 2004
|Payments by the Company for concentrate, syrup, sweetener and other purchases                |  | $          | 161.2 |      | $ | 147.4
|Marketing funding support payments to the Company                                            |  |            | 10.4  |      |   | 22.3 
|                                                                                             |  |            |       |      |   |      
|Payments net of marketing funding support                                                    |  | $          | 150.8 |      | $ | 125.1
|                                                                                             |  |           
|Payments by the Company for customer marketing programs                                      |  | $          | 24.5  |      | $ | 19.8 
|Payments by the Company for cold drink equipment parts                                       |  |            | 2.0   |      |   | 1.8  
|Fountain delivery and equipment repair fees paid to the Company                              |  |            | 3.9   |      |   | 3.5  
|Presence marketing funding support provided by The Coca-Cola Company on the Companys behalf |  |            | 3.1   |      |   | 2.4  
|Sale of finished products to The Coca-Cola Company                                           |  |            | 12.0  |      |   |      



The Company received proceeds in the
second quarter of 2005 as a result of a settlement of a class action lawsuit known as In re: High Fructose Corn Syrup Antitrust Litigation Master File No. 95-1477 in the United States District Court for the Central District of Illinois. The lawsuit
related to purchases of high fructose corn syrup by several companies, including The Coca-Cola Company and its subsidiaries, The Coca-Cola Bottlers Association and various Coca-Cola bottlers, during the period from July 1, 1991 to June 30,
1995. The Company recognized the proceeds received of $6.4 million as a reduction of cost of sales during the second quarter. The proceeds received represent approximately 90% of the expected recovery with the estimated remaining balance to be paid
in late 2005 or early 2006. However, any additional recovery is subject to Court approval. Accordingly, the Company has not recognized any amounts for possible collection of these remaining reimbursements because the ultimate outcome is not
determinable.



Marketing funding support in the first quarter of 2004 included
a favorable nonrecurring item of approximately $2 million for certain customer-related marketing programs between the Company and The Coca-Cola Company.



The Company has a production arrangement with Coca-Cola Enterprises Inc. (CCE) to buy and sell finished products at cost. Sales to CCE under this agreement
were $21.5 million and $12.8 million in the first half of 2005 and the first half of 2004, respectively. Purchases from CCE under this arrangement were $9.2 million and $9.3 million in the first half of 2005 and the first half of 2004, respectively.
The Coca-Cola Company has significant equity interests in the Company and CCE. As of July 3, 2005, CCE held 10.5% of the Companys outstanding Common Stock but held no shares of the Companys Class B Common Stock, giving CCE a 7.7% equity
interest in the Companys total outstanding Common Stock and Class B Common Stock on a combined basis.



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



19. Related
Party Transactions



Along with all the other Coca-Cola bottlers in the United
States, the Company has become a member in Coca-Cola Bottlers Sales and Services Company, LLC (CCBSS), which was formed in 2003 for the purposes of facilitating various procurement functions and distributing certain specified
beverage products of The Coca-Cola Company with the intention of enhancing the efficiency and competitiveness of the Coca-Cola bottling system in the United States. CCBSS negotiated the procurement for the majority of the Companys raw
materials (excluding concentrate) in 2004 and the first half of 2005. The Company paid $.2 million to CCBSS for its share of the administrative costs of CCBSS for the first half of 2005 and the first half of 2004, respectively. CCE is also a member
of CCBSS.



The Company provides a portion of the finished products for Piedmont
at cost and receives a fee for managing the operations of Piedmont pursuant to a management agreement. The Company sold product at cost to Piedmont during the first half of 2005 and the first half of 2004 totaling $33.7 million and $37.9 million,
respectively. The Company received $10.3 million and $8.7 million for management services pursuant to its management agreement with Piedmont for the first half of 2005 and the first half of 2004, respectively. The Company provides financing for
Piedmont at the Companys average cost of funds plus 0.50%. As of July 3, 2005, the Company had loaned $118.1 million to Piedmont. All amounts outstanding under this loan will become due and payable on December 31, 2005. The Company plans to
provide for Piedmonts future financing requirements under comparable terms. The Company also subleases various fleet and vending equipment to Piedmont at cost. These sublease rentals amounted to $4.3 million and $4.1 million in the first half
of 2005 and the first half of 2004, respectively. In addition, Piedmont subleases various fleet and vending equipment to the Company at cost. These sublease rentals amounted to approximately $100,000 during the first half of 2005 and the first half
of 2004, respectively. All significant intercompany accounts and transactions between the Company and Piedmont have been eliminated.



The Company is a shareholder in two cooperatives from which it purchases substantially all its requirements for plastic bottles. Net purchases from these entities were
$35.2 million and $29.9 million in the first half of 2005 and the first half of 2004, respectively. In connection with its participation in one of these cooperatives, the Company has guaranteed a portion of the cooperatives debt. Such
guarantee amounted to $24.1 million as of July 3, 2005.



The Company is also a
member of South Atlantic Canners, Inc. (SAC), a manufacturing cooperative. SAC sells finished products to the Company and Piedmont at cost. Purchases from SAC by the Company and Piedmont for finished products were $59.8 million and $53.0
million in the first half of 2005 and the first half of 2004, respectively. The Company also manages the operations of SAC pursuant to a management agreement. Management fees earned from SAC were $.8 million and $.9 million in the first half of 2005
and the first half of 2004, respectively. The Company has also guaranteed a portion of the debt for SAC. Such guarantee was $20.3 million as of July 3, 2005.



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



19. Related
Party Transactions



The Company leases from Harrison Limited Partnership One
(HLP) the Snyder Production Center and an adjacent sales facility, which is located in Charlotte, North Carolina. HLPs sole limited partner is a trust of which J. Frank Harrison, III, Chairman of the Board of Directors and Chief
Executive Officer of the Company, is a trustee. The principal balance outstanding under this capital lease as of July 3, 2005 was $40.0 million. Rental payments related to this lease were $1.6 million and $1.4 million in the first half of 2005 and
the first half of 2004, respectively.



On June 1, 1993, the Company entered
into a lease agreement with Beacon Investment Corporation (Beacon) related to the Companys headquarters office facility. Beacons sole shareholder is J. Frank Harrison, III. On January 5, 1999, the Company entered into a
ten-year agreement with Beacon which included the Companys headquarters office facility and an adjacent office facility. On March 1, 2004, the Company recorded a capital lease of $32.4 million related to these facilities when the Company
received a renewal option to extend the term of the lease, which it expects to exercise. The principal balance outstanding under this capital lease as of July 3, 2005 was $31.7 million. Rental payments related to this lease were $1.6 million and
$1.4 million in the first half of 2005 and the first half of 2004, respectively.



In March 2005, the Company entered into a two-year consulting agreement with Robert D. Pettus, Jr. Mr. Pettus served as an officer of the Company in various capacities from 1984 and is currently the Vice Chairman of the Board of Directors
of the Company. Mr. Pettus will receive $350,000 per year plus additional benefits as described in the consulting agreement during the term of this consulting agreement.



In June 2005, the Company entered into a two-year consulting agreement with David V. Singer. Mr. Singer served the Company as Executive Vice
President and Chief Financial Officer until his resignation on May 11, 2005. The Company agreed to waive the 50% reduction in Mr. Singers accrued benefits under the Companys Officer Retention Plan due to the termination of his employment
before age 55. Under the consulting agreement, Mr. Singer agreed to certain non-compete restrictions for a five-year period following his resignation. The net adjustment to the Companys executive benefit accruals as a result of Mr.
Singers resignation was a $1.1 million reduction in S,D&A expenses in the second quarter of 2005.



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



20. Earnings
Per Share



The following table sets forth the computation of basic net income
per share and diluted net income per share:



|                                                                                                            |  |                |        |            |   |        |  |      |        |  |   |       
|----------------------------------------------------------------------------------------------------------- |  | -------------- | ------ | ---------- | - | ------ |  | ---- | ------ |  | - | ------
|                                                                                                            |  | Second Quarter |        | First Half
|In Thousands (Except Per Share Data)                                                                        |  | 2005           |        | 2004       |   | 2005   |  | 2004
|Numerator:                                                                                                  |  |                |        |            |   |        |  |      |        |  |   |       
|Numerator for basic net income per share and diluted net income per share                                   |  | $              | 11,519 |            | $ | 10,623 |  | $    | 12,238 |  | $ | 13,418
|                                                                                                            |  |                |        |            |   |        |  |      |        |  |   |       
|Denominator:                                                                                                |  |                |        |            |   |        |  |      |        |  |   |       
|Denominator for basic net income per share and diluted net income per share weighted average common shares |  |                | 9,083  |            |   | 9,063  |  |      | 9,083  |  |   | 9,063 
|                                                                                                            |  |                |        |            |   |        |  |      |        |  |   |       
|Basic net income per share                                                                                  |  | $              | 1.27   |            | $ | 1.17   |  | $    | 1.35   |  | $ | 1.48  
|                                                                                                            |  |                |        |            |   |        |  |      |        |  |   |       
|Diluted net income per share                                                                                |  | $              | 1.27   |            | $ | 1.17   |  | $    | 1.35   |  | $ | 1.48  
|                                                                                                            |  |                |        |            |   |        |  |      |        |  |   |       



No potentially dilutive shares were
outstanding in the periods presented.



21. Risks and Uncertainties



The Companys products are sold and distributed directly by its employees to retail
stores and other outlets. During the first half of 2005, approximately 67% of the Companys sales volume to retail customers was sold for future consumption. The remaining 33% of the Companys sales volume to retail customers was sold for
immediate consumption. The Companys largest customers, Wal-Mart Stores, Inc. and Food Lion, LLC, accounted for approximately 14% and 9%, respectively, of the Companys total bottle/can volume to retail customers during the first half of
2005. Wal-Mart Stores, Inc. accounted for approximately 11% of the Companys total net sales during the first half of 2005.



The Company makes significant expenditures each year for aluminum cans and PET bottle containers and on fuel for product delivery. Material increases in the costs of
aluminum cans, PET bottle containers or fuel may result in a reduction in earnings to the extent the Company is not able to increase its selling prices to offset increases in the costs of aluminum cans, PET bottle containers or fuel.



Certain liabilities of the Company are subject to risk of changes in both long-term and
short-term interest rates. These liabilities include floating rate debt, leases with payments determined on floating interest rates, postretirement benefit obligations and the Companys pension liability.



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Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



21. Risks and
Uncertainties



Less than 7% of the Companys labor force is currently
covered by collective bargaining agreements.



22. Supplemental Disclosures of
Cash Flow Information



Changes in current assets and current liabilities
affecting cash were as follows:



|                                                               |  |            |         |   |      |   |         |  
|-------------------------------------------------------------- |  | ---------- | ------- | - | ---- | - | ------- | -
|                                                               |  | First Half |        
|In Thousands                                                   |  | 2005       |         |   | 2004 |  
|Accounts receivable, trade, net                                |  | $          | (18,604 | ) |      | $ | (10,265 | )
|Accounts receivable from The Coca-Cola Company                 |  |            | 1,723   |   |      |   | 13,795  |  
|Accounts receivable, other                                     |  |            | (253    | ) |      |   | 2,420   |  
|Inventories                                                    |  |            | (6,438  | ) |      |   | (7,071  | )
|Prepaid expenses and other current assets                      |  |            | (3,293  | ) |      |   | (3,024  | )
|Accounts payable, trade                                        |  |            | 9,877   |   |      |   | 3,440   |  
|Accounts payable to The Coca-Cola Company                      |  |            | 11,062  |   |      |   | 20,167  |  
|Other accrued liabilities                                      |  |            | 8,628   |   |      |   | (12,708 | )
|Accrued compensation                                           |  |            | (1,699  | ) |      |   | (3,462  | )
|Accrued interest payable                                       |  |            | (5,895  | ) |      |   | (607    | )
|                                                               |  |            |         |   |      |   |         |  
|(Increase) decrease in current assets less current liabilities |  | $          | (4,892  | ) |      | $ | 2,685   |  
|                                                               |  |            |         |   |      |   |         |  



23. New Accounting Pronouncements



In November 2004, the Financial Accounting Standards Board (FASB)
issued Statement No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4. This Statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) and is
effective for fiscal years beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.



In December 2004, the FASB issued Statement No. 153, Exchanges of Nonmonetary Assets
 an amendment of APB Opinion No. 29. This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges on nonmonetary assets that do not have commercial
substance and is effective for fiscal periods beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.



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##### Table of Contents

Coca-Cola Bottling Co. Consolidated

Notes to Consolidated Financial Statements (Unaudited)



23. New
Accounting Pronouncements



In December 2004, the FASB issued Statement No. 123
(revised 2004), Share-Based Payment. This Statement is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation, and is effective as of the beginning of the first quarter of fiscal year 2006. This
Statement requires public companies to measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The Company anticipates that the adoption of this Statement will
not have a material impact on its consolidated financial statements.



In
October 2004, the American Jobs Creation Act of 2004 (the Jobs Act) was signed into law. The Jobs Act provided for a tax deduction for qualified production activities. In December 2004, the FASB issued FASB Staff Position No. FAS 109-1,
Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (FAS 109-1), which was effective immediately. FAS
109-1 provides guidance on the accounting for the provision within the Jobs Act that provides a tax deduction on qualified production activities. The Company estimates that the deduction for qualified production activities provided within the Jobs
Act and the Companys related adoption of FAS 109-1 will reduce the Companys effective income tax rate by approximately 1% in 2005.



In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). FIN 47 clarifies that
a conditional asset retirement obligation, as used in FASB Statement 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of the
settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value can
be reasonably estimated. FIN 47 is effective no later than fiscal years ending after December 15, 2005. The Company anticipates that the adoption of this Interpretation will not have a material impact on its consolidated financial statements.



In May 2005, the FASB issued Statement No. 154, Accounting Changes and
Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement requires retrospective application to prior period financial statements of a voluntary change in accounting principle unless it is
impracticable and is effective for fiscal years beginning after December 15, 2005. Previously, most voluntary changes in accounting principle were recognized by including in net income of the period of the change the cumulative effect of changing to
the new accounting principle.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Introduction



The following Managements Discussion and Analysis of Financial Condition and Results of Operations (M,D&A) should be read in conjunction with the Companys consolidated financial statements
and the accompanying notes to consolidated financial statements. M,D&A includes the following sections:



| |  |  | Our Business  a general description of the Companys business and the nonalcoholic beverage industry.
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Areas of Emphasis  a summary of the Companys key priorities for 2005 and the next several years.
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | Overview of Operations and Financial Condition  a summary of key information concerning the financial results for the second quarter and first half of fiscal year 2005 and
changes from the second quarter and first half of fiscal year 2004.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Discussion of Critical Accounting Policies 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 the second quarter and first half of 2005 compared to the second quarter and first half of
2004.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial Condition  an analysis of the Companys financial condition as of the end of the second quarter of 2005 compared to fiscal year-end 2004 and the end of the
second quarter of 2004.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 interest rate hedging.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cautionary Information Regarding Forward-Looking Statements  cautionary information about forward-looking statements and a description of certain risks and uncertainties that
could cause the Companys actual results to differ materially from the Companys historical results or the Companys current expectations about future periods.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The consolidated statements of operations and consolidated statements of cash flows for the
six months ended July 3, 2005 and June 27, 2004 and the consolidated balance sheets at July 3, 2005, January 2, 2005 and June 27, 2004 include the consolidated operations of the Company and its majority owned subsidiaries including Piedmont
Coca-Cola Bottling Partnership (Piedmont). Minority interest consists of The Coca-Cola Companys interest in Piedmont, which was 22.7% for all periods presented.



Our Business



Coca-Cola Bottling Co. Consolidated (the Company) produces, markets and distributes nonalcoholic beverages, primarily products of The Coca-Cola Company, which
include some of the most recognized and popular beverage brands in the world. The Company is the second largest bottler of products of The Coca-Cola Company in the United States, operating in eleven states, primarily in the Southeast. The Company
also distributes several other beverage brands. The Companys product offerings include carbonated soft drinks, bottled water, teas, juices, isotonics and energy drinks. The Company had net sales of approximately $1.3 billion in 2004.



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##### Table of Contents

The carbonated soft drink market and the noncarbonated beverage market are highly competitive. The Companys
competitors in these markets include bottlers and distributors of nationally advertised and marketed products, regionally advertised and marketed products and private label soft drinks. In each region in which the Company operates, between 75% and
90% of carbonated soft drink sales in bottles, cans and other containers are accounted for by the Company and its principal competitors, which in each region includes the local bottler of Pepsi-Cola and, in some regions, the local bottler of Royal
Crown and/or 7-Up products. During the last two years, volume of total carbonated soft drinks in the soft drink industry has been soft with volume declines in sugar carbonated beverages offset partially by volume growth from diet carbonated
beverages, isotonics, bottled water and energy products. Volume in the soft drink industry has also been negatively impacted by less aggressive price promotion by some retailers in the future consumption channels.



The principal methods of competition in the soft drink industry are point-of-sale
merchandising, new product introductions, new vending and dispensing equipment, packaging changes, pricing, price promotions, product quality, retail space management, customer service, frequency of distribution and advertising. The Company believes
that it is competitive in its territories with respect to each of these methods of competition.



Operating results for the second quarter and first half of 2005 are not indicative of results that may be expected for the fiscal year ending January 1, 2006 because of business seasonality. Historically, business
seasonality results primarily from higher unit sales of the Companys products in the second and third quarters versus the first and fourth quarters of the fiscal year. Fixed costs, such as depreciation, amortization and interest expense, are
not significantly impacted by business seasonality.



The Companys
bottle/can volume by product category as a percentage of total bottle/can volume was as follows:



|                              |  |                |   |  |            |   |  |      |   |  |      |  
|----------------------------- |  | -------------- | - |  | ---------- | - |  | ---- | - |  | ---- | -
|                              |  | Second Quarter |   |  | First Half |  
|Product Category              |  | 2005           |   |  | 2004       |   |  | 2005 |   |  | 2004 |  
|Sugar carbonated soft drinks  |  | 58             | % |  | 61         | % |  | 59   | % |  | 61   | %
|Diet carbonated soft drinks   |  | 29             | % |  | 27         | % |  | 29   | % |  | 28   | %
|                              |  |                |   |  |            |   |  |      |   |  |      |  
|Total carbonated soft drinks  |  | 87             | % |  | 88         | % |  | 88   | % |  | 89   | %
|                              |  |                |   | 
|Bottled water                 |  | 7              | % |  | 6          | % |  | 7    | % |  | 6    | %
|Isotonics                     |  | 3              | % |  | 3          | % |  | 2    | % |  | 2    | %
|Other noncarbonated beverages |  | 3              | % |  | 3          | % |  | 3    | % |  | 3    | %
|                              |  |                |   |  |            |   |  |      |   |  |      |  
|Total noncarbonated beverages |  | 13             | % |  | 12         | % |  | 12   | % |  | 11   | %
|                              |  |                |   |  |            |   |  |      |   |  |      |  
|Total bottle/can volume       |  | 100            | % |  | 100        | % |  | 100  | % |  | 100  | %
|                              |  |                |   |  |            |   |  |      |   |  |      |  



Areas of Emphasis



Key priorities for the Company during 2005 and over the next several
years include revenue management, product innovation, distribution cost management and productivity.



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Revenue Management



Revenue management includes striking the appropriate balance between generating growth in volume, gross margin and market share. It requires
a strategy which reflects consideration for pricing of brands and packages within channels, as well as highly effective working relationships with customers and disciplined fact-based decision-making. Revenue management has been and continues to be
a key performance driver which has significant impact on the Companys operating income.



Product Innovation



As volume
growth of sugar carbonated soft drinks in our industry has slowed over the past several years, innovation of both brands and packages has been and will continue to be critical to the Companys overall volume. During the first quarter of 2005,
the Company introduced Coca-Cola with Lime and Full Throttle, an energy product from The Coca-Cola Company. During June 2005, the Company introduced Coca-Cola Zero, Dasani flavors, and Vault in certain markets. The Company anticipates introducing
additional new products throughout 2005. The Company introduced diet Coke with Lime, a brand extension of diet Coke, and Coca-Cola C2, a mid-calorie cola, in 2004. In addition, the Company has also developed specialty packaging for customers in
certain channels over the past several years.



Distribution Cost
Management



Distribution cost, which represents the cost of
transporting finished goods from Company locations to customer outlets, is the second largest expense category for the Company. Total distribution costs amounted to $89.6 million and $86.2 million in the first half of 2005 and the first half of
2004, respectively. Over the past several years, the Company has focused on converting its distribution system from a conventional routing system to a predictive or pre-sell system. This conversion to a pre-sell system has allowed the Company to
more efficiently handle an increasing number of brands and packages. In addition, the Company has closed a number of smaller sales distribution centers reducing its fixed warehouse-related costs. Distribution cost management will continue to be a
key area of emphasis for the Company for the next several years.



Productivity



To achieve improvements in operating
performance over the long-term, the Companys gross margin must grow faster than the increase in selling, delivery and administrative (S,D&A) expenses. A key driver in the Companys S,D&A expense management relates to
ongoing improvements in labor productivity and asset productivity. The Company continues to focus on its supply chain and distribution functions for opportunities to improve productivity.



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##### Table of Contents

Overview of Operations and Financial Condition



The following overview provides a summary of key information concerning the Companys
financial results for the second quarter and first half of 2005 compared to the second quarter and first half of 2004.



|                                             |  |                |         |        |   |         |          |   |        |   |  |    |   
|-------------------------------------------- |  | -------------- | ------- | ------ | - | ------- | -------- | - | ------ | - |  | -- | --
|                                             |  | Second Quarter |         | Change |   |         | % Change |  
|In Thousands (Except Per Share Data)         |  | 2005           |         | 2004   |   |        
|Net sales                                    |  | $              | 357,780 |        | $ | 333,711 |          | $ | 24,069 |   |  | 7  | % 
|Gross margin(1)(2)                           |  |                | 166,552 |        |   | 160,685 |          |   | 5,867  |   |  | 4  | % 
|Income from operations(1)(2)(3)              |  |                | 34,183  |        |   | 30,305  |          |   | 3,878  |   |  | 13 | % 
|Interest expense(4)                          |  |                | 12,893  |        |   | 10,676  |          |   | 2,217  |   |  | 21 | % 
|Income before taxes(1)(2)(3)(4)              |  |                | 19,849  |        |   | 17,978  |          |   | 1,871  |   |  | 10 | % 
|Net income(1)(2)(3)(4)                       |  |                | 11,519  |        |   | 10,623  |          |   | 896    |   |  | 8  | % 
|                                             |  |                |         |       
|Basic net income per share(1)(2)(3)(4)(6)    |  | $              | 1.27    |        | $ | 1.17    |          | $ | .10    |   |  | 9  | % 
|                                             |  |                |        
|                                             |  | First Half     |         | Change |   |         | %Change  |  
|In Thousands (Except Per Share Data)         |  | 2005           |         | 2004   |   |        
|Net sales                                    |  | $              | 664,037 |        | $ | 616,438 |          | $ | 47,599 |   |  | 8  | % 
|Gross margin(1)(2)(5)                        |  |                | 306,494 |        |   | 301,202 |          |   | 5,292  |   |  | 2  | % 
|Income from operations(1)(2)(3)(5)           |  |                | 47,409  |        |   | 45,805  |          |   | 1,604  |   |  | 4  | % 
|Interest expense(4)                          |  |                | 24,391  |        |   | 20,984  |          |   | 3,407  |   |  | 16 | % 
|Income before taxes(1)(2)(3)(4)(5)           |  |                | 21,057  |        |   | 22,723  |          |   | (1,666 | ) |  | (7 | )%
|Net income(1)(2)(3)(4)(5)                    |  |                | 12,238  |        |   | 13,418  |          |   | (1,180 | ) |  | (9 | )%
|                                             |  |                |         |       
|Basic net income per share(1)(2)(3)(4)(5)(6) |  | $              | 1.35    |        | $ | 1.48    |          | $ | (.13   | ) |  | (9 | )%



|(1) | Results for the second quarter and first half of 2005 included a favorable adjustment of $6.4
million (pre-tax) related to the settlement of high fructose corn syrup litigation, which was reflected as a reduction in cost of sales.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Results for the second quarter and first half of 2004 included a one-time unfavorable non-cash adjustment of $1.7 million (pre-tax) related to a change in the
pricing of concentrate purchased from The Coca-Cola Company, which was reflected as an increase to cost of sales.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Results for the second quarter and first half of 2005 included a favorable adjustment of $1.1
million (pre-tax) related to an adjustment of amounts accrued for certain executive benefit plans upon the resignation of an executive.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Interest expense for the second quarter and first half of 2005 included financing transaction
costs of $1.3 million (pre-tax) related to the exchange of $164.8 million of the Companys long-term debt.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Results in the first half of 2004 included a favorable adjustment of approximately $2 million
(pre-tax) for certain customer-related marketing programs between the Company and The Coca-Cola Company, which was reflected as a reduction in cost of sales.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | The Company does not currently have any stock options or other common stock equivalents that
would result in dilution of earnings per share. Accordingly, for the periods presented, basic and fully diluted earnings per share are equivalent.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Companys net sales grew approximately 7% and 8% from the second quarter and first half of 2004 to the comparable periods in 2005, respectively. The net sales
increase in the second quarter was primarily due to an increase in average revenue per case of approximately 2%, an increase in bottle/can volume of approximately



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1.5% and an increase in contract sales to other bottlers of approximately $14 million. Average revenue per case increased
by approximately 2%, bottle/can volume increased by approximately 1.8% and contract sales to other bottlers increased by approximately $26 million for the first half of 2005 compared to the first half of 2004. The Company anticipates that growth in
overall bottle/can volume will be primarily dependent upon continued growth in diet products, isotonics and bottled water as well as the introduction of new products.



Gross margin improved in the second quarter and first half of 2005 compared to the second quarter and first half of 2004 due, in part, to
the receipt of $6.4 million from the settlement of a class action lawsuit known as In re: High Fructose Corn Syrup Antitrust Litigation Master File No. 95-1477 in the United States District Court for the Central District of Illinois. The lawsuit
related to purchases of high fructose corn syrup by several companies, including The Coca-Cola Company and its subsidiaries, The Coca-Cola Bottlers Association and various Coca-Cola bottlers, during the period from July 1, 1991 to June 30,
1995. The Company recognized the proceeds received as a reduction of cost of sales during the second quarter. The proceeds received represent approximately 90% of the expected recovery with the estimated remaining balance to be received in late 2005
or early 2006. However, any additional recovery is subject to Court approval. Accordingly, the Company has not recognized any amounts for possible collection of these remaining reimbursements because the ultimate outcome is not determinable. Despite
the proceeds received from the high fructose corn syrup litigation, the Companys gross margin as a percentage of net sales declined in both the second quarter and first half of 2005 compared to the same periods in 2004.



Interest expense increased $2.2 million and $3.4 million from the second quarter and first
half of 2004 compared to the second quarter and first half of 2005, respectively. The increase in interest expense is attributable to financing transaction costs of $1.3 million in the second quarter of 2005 related to the exchange of $164.8 million
of the Companys long-term debentures and higher interest rates on the Companys floating rate debt, partially offset by the impact of lower debt balances.



Debt and capital lease obligations were summarized as follows:



|                                         |  |             |         |             |   |              |  |   |        
|---------------------------------------- |  | ----------- | ------- | ----------- | - | ------------ |  | - | -------
|In Thousands                             |  | July 3,2005 |         | Jan. 2,2005 |   | June 27,2004
|Debt                                     |  | $           | 702,939 |             | $ | 708,039      |  | $ | 744,478
|Capital lease obligations                |  |             | 80,130  |             |   | 81,028       |  |   | 81,945 
|                                         |  |             |         |             |   |              |  |   |        
|Total debt and capital lease obligations |  | $           | 783,069 |             | $ | 789,067      |  | $ | 826,423
|                                         |  |             |         |             |   |              |  |   |        



Discussion of Critical
Accounting Policies and New Accounting Pronouncements



Critical Accounting Policies



In the ordinary course of
business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of its consolidated financial statements in conformity with accounting principles
generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company included in its Annual Report on Form 10-K for the year ended January 2, 2005
a discussion of the



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##### Table of Contents

Companys most critical accounting policies, which are those that are most important to the portrayal of the
Companys financial condition and results of operations and require managements most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.



The Company has not made changes in any critical accounting policies during
the second quarter of 2005. Any changes in critical accounting policies are discussed with the Audit Committee of the Board of Directors of the Company during the quarter in which a change is made.



New Accounting Pronouncements



In November 2004, the Financial Accounting Standards Board (FASB) issued
Statement No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4. This Statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) and is
effective for fiscal years beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.



In December 2004, the FASB issued Statement No. 153, Exchanges of Nonmonetary Assets
 an amendment of APB Opinion No. 29. This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges on nonmonetary assets that do not have commercial
substance and is effective for fiscal periods beginning after June 15, 2005. The Company anticipates that the adoption of this Statement will not have a material impact on its consolidated financial statements.



In December 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based
Payment. This Statement is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation, and is effective as of the beginning of the first quarter of fiscal year 2006. This Statement requires public companies to
measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The Company anticipates that the adoption of this Statement will not have a material impact on its
consolidated financial statements.



In October 2004, the American Jobs Creation
Act of 2004 (the Jobs Act) was signed into law. The Jobs Act provided for a tax deduction for qualified production activities. In December 2004, the FASB issued FASB Staff Position No. FAS 109-1, Application of FASB Statement No.
109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (FAS 109-1), which was effective immediately. FAS 109-1 provides guidance on the
accounting for the provision within the Jobs Act that provides a tax deduction on qualified production activities. The Company estimates that the deduction for qualified production activities provided within the Jobs Act and the Companys
related adoption of FAS 109-1 will reduce the Companys effective income tax rate by approximately 1% in 2005.



In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). FIN 47 clarifies that
a conditional asset retirement obligation, as used in FASB Statement 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of the
settlement are conditional on a future



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##### Table of Contents

event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a
liability for the fair value of a conditional asset retirement obligation if the fair value can be reasonably estimated. FIN 47 is effective no later than fiscal years ending after December 15, 2005. The Company anticipates that the adoption of this
Interpretation will not have a material impact on its consolidated financial statements.



In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement requires retrospective
application to prior period financial statements of a voluntary change in accounting principle unless it is impracticable and is effective for fiscal years beginning after December 15, 2005. Previously, most voluntary changes in accounting principle
were recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle.



Results of Operations



Second Quarter 2005 Compared to Second Quarter 2004 and First Half 2005 Compared to First Half 2004



Net Income



The Company reported net income of $11.5 million or $1.27 per basic share for the second quarter of 2005 compared with net income of $10.6
million or $1.17 per basic share for the second quarter of 2004. Net income for the first half of 2005 was $12.2 million or $1.35 per basic share compared to $13.4 million or $1.48 per basic share in the first half of 2004. Results in all periods
presented include infrequent or nonrecurring items (pre-tax) as follows:



| |  |  | The second quarter and first half of 2005 results included a favorable adjustment to cost of sales of $6.4 million related to the settlement of litigation regarding purchases of
high fructose corn syrup, which was reflected as a reduction in cost of sales.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The second quarter and first half of 2005 included a favorable adjustment of $1.1 million related to an adjustment of amounts accrued for executive benefit plans due to the
resignation of an executive, which was reflected as a reduction to S,D&A expenses.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The second quarter and first half of 2005 included financing transaction costs of $1.3 million related to the exchange of $164.8 million of the Companys long-term debt, which
was reflected as an increase to interest expense.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Results in the first half of 2004 included a favorable adjustment of approximately $2 million for certain customer-related marketing programs between the Company and The Coca-Cola
Company, which was reflected as a reduction in cost of sales.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Results for the second quarter and first half of 2004 included an unfavorable non-cash adjustment of $1.7 million related to a change in the pricing of concentrate purchased from
The Coca-Cola Company, which was reflected as an increase to cost of sales.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Net Sales



Net sales in the second quarter and first half of 2005 increased by approximately 7% and 8%, respectively, primarily due to increases in average revenue per case of
approximately 2% for each period, increases in bottle/can volume of approximately 1.5% and approximately 1.8% for the second quarter and first half of 2005, respectively, and increased contract sales to other Coca-Cola bottlers.



The Companys contract net sales increased to $34.8 million in the second quarter of
2005 compared to $20.4 million for the comparable period in 2004, an increase of $14.4 million or 71%. Contract sales for the first half of 2005 were $61.9 million compared to $36.0 million in the first half of 2004, an increase of $25.9 million or
72%. The significant increase in contract sales resulted from volume related to new customers and shipments of Full Throttle, the new energy product of The Coca-Cola Company. The Company produces this product for Coca-Cola bottlers in the eastern
half of the United States.



The percentage increases (decreases) in bottle/can
volume by product category in the second quarter and first half of 2005 compared to the second quarter and first half of 2004 were as follows:



|                                                        |  |                                        |  |           
|------------------------------------------------------- |  | -------------------------------------- |  | ----------
|                                                        |  | Bottle/Can Volume% Increase (Decrease)
|Product category                                        |  | Second Quarter                         |  | First Half
|Sugar carbonated soft drinks                            |  | (4)%                                   |  | (2)%      
|Diet carbonated soft drinks                             |  | 8%                                     |  | 5%        
|Total carbonated soft drinks                            |  | (1)%                                   |  | 0%        
|Bottled water                                           |  | 18%                                    |  | 12%       
|Isotonics                                               |  | 17%                                    |  | 19%       
|Other noncarbonated beverages (including energy drinks) |  | 9%                                     |  | 12%       
|Total noncarbonated beverages                           |  | 15%                                    |  | 13%       
|Total bottle/can volume                                 |  | 1.5%                                   |  | 1.8%      



The Companys noncarbonated
beverage portfolio continues to provide strong volume growth with Dasani growing at 11.6% and PowerAde growing at 19.3% and with the newly introduced energy drinks Full Throttle and Rockstar accounting for .5% of total volume in the first half of
2005. The Company has encountered significant pricing pressure in the supermarket channel for bottled water with average revenue per case declining by approximately 8% from the first half of 2005 compared to the first half of 2004.



The Company introduced several new products during the second quarter of 2005, including
Coca-Cola Zero, Dasani flavors, and Vault in certain markets. During the first quarter of 2005, the Company introduced Coca-Cola with Lime and Full Throttle, an energy product. Product innovation will continue to be an important factor impacting the
Companys overall bottle/can volume in the future.



The Companys
products are sold and distributed through various channels. The channels include selling directly to retail stores and other outlets such as food markets, institutional accounts and vending machine outlets. During the first half of 2005,
approximately 67% of the Companys bottle/can volume was sold for future consumption. The remaining bottle/can volume of approximately 33% was sold for immediate consumption. The Companys largest customer (Wal-Mart Stores, Inc.) accounted
for approximately 14% of the Companys total bottle/can volume during the first half of 2005. The Companys second largest customer (Food Lion, LLC) accounted for approximately 9% of the Companys total bottle/can volume during the
first half of 2005. Wal-Mart Stores, Inc. accounted for approximately 11% of the Companys total net sales during the first half of 2005. All of the Companys sales are to customers in the United States.



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Gross Margin



Gross margins for the second quarter and first half of 2005 and the second quarter and first half of 2004 were impacted by adjustments for items that are not necessarily
indicative of the Companys ongoing results. Excluding these adjustments, the Companys gross margins and gross margins as a percentage of net sales would have been as follows:



|                                             |  |                |       |    |            |   |       |      |  |   |       |    |  |   |       |   
|-------------------------------------------- |  | -------------- | ----- | -- | ---------- | - | ----- | ---- |  | - | ----- | -- |  | - | ----- | --
|                                             |  | Second Quarter |       |    | First Half |  
|In Millions                                  |  | 2005           |       |    | 2004       |   |       | 2005 |  |   | 2004  |   
|Gross margin as reported                     |  | $              | 166.6 |    |            | $ | 160.7 |      |  | $ | 306.5 |    |  | $ | 301.2 |   
|Adjustments:                                 |  |                |       |    |            |   |       |      |  |   |       |    |  |   |       |   
|High fructose corn syrup litigation proceeds |  |                | (6.4  | )  |            |   |       |      |  |   | (6.4  | )  |  |   |       |   
|Change in concentrate pricing                |  |                |       |    |            |   | 1.7   |      |  |   |       |    |  |   | 1.7   |   
|Customer marketing programs adjustment       |  |                |       |    |            |   |       |      |  |   |       |    |  |   | (2.0  | ) 
|                                             |  |                |       |    |            |   |       |      |  |   |       |    |  |   |       |   
|Gross margin as adjusted                     |  | $              | 160.2 |    |            | $ | 162.4 |      |  | $ | 300.1 |    |  | $ | 300.9 |   
|                                             |  |                |       |    |            |   |       |      |  |   |       |    |  |   |       |   
|                                             |  |               
|                                             |  | Second Quarter |       |    | First Half |  
|Percentage of Net Sales                      |  | 2005           |       |    | 2004       |   |       | 2005 |  |   | 2004  |   
|Gross margin percentage as reported          |  |                | 46.6  | %  |            |   | 48.2  | %    |  |   | 46.2  | %  |  |   | 48.9  | % 
|Adjustments:                                 |  |                |       |    |            |   |       |      |  |   |       |    |  |   |       |   
|High fructose corn syrup litigation proceeds |  |                | (1.8  | )% |            |   |       |      |  |   | (1.0  | )% |  |   |       |   
|Change in concentrate pricing                |  |                |       |    |            |   | .5    | %    |  |   |       |    |  |   | .3    | % 
|Customer marketing programs adjustment       |  |                |       |    |            |   |       |      |  |   |       |    |  |   | (.4   | )%
|                                             |  |                |       |    |            |   |       |      |  |   |       |    |  |   |       |   
|Gross margin percentage as adjusted          |  |                | 44.8  | %  |            |   | 48.7  | %    |  |   | 45.2  | %  |  |   | 48.8  | % 
|                                             |  |                |       |    |            |   |       |      |  |   |       |    |  |   |       |   



The non-GAAP financial measures
Gross margin as adjusted and Gross margin percentage as adjusted are provided to allow investors to more clearly evaluate gross margin trends. The measures exclude the impact of high fructose corn syrup litigation proceeds in
2005, and a change in concentrate pricing and an adjustment of customer marketing programs reimbursements in 2004. The decrease in gross margin as a percentage of net sales as adjusted in both the second quarter and first half of 2005 resulted
primarily from increases in the Companys packaging costs, which were not fully offset by increases in average revenue per case, and the impact of higher contract sales, which have lower margins.



The Companys gross margins as a percentage of sales may not be comparable to other
companies, since some entities include all costs related to their distribution network in cost of sales and the Company excludes a portion of these costs from gross margin, including them instead in S,D&A expenses.



Cost of Sales



Cost of sales on a per unit basis for bottle/can volume increased approximately 2% in the second quarter and approximately 5% for the first
half of 2005 compared to the comparable periods of 2004. The increase in cost of sales was mitigated by the $6.4 million settlement of litigation regarding purchases of high fructose corn syrup which offset higher raw material costs. During the
second quarter of 2004, The Coca-Cola Company changed its method of concentrate pricing, resulting in a change in the Companys investment in inventories, resulting in a one-time increase in cost of sales of $1.7 million.



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Packaging costs increased by approximately 10% during both the second quarter and first half of 2005 as compared to the
same periods in 2004. The Company did not increase net selling prices in the first half of 2005 to fully cover all of its cost increases. The Company believes the long-term benefits of its current net selling prices outweigh the short-term impact on
gross margins. The Company anticipates that packaging costs will increase at a slower rate in the second half of 2005 versus the rate of increase in the first half of 2005.



The Company relies extensively on advertising and sales promotion in the marketing of its products. The Coca-Cola Company and other beverage
companies that supply concentrates, syrups and finished products to the Company make substantial marketing and advertising expenditures to promote sales in the local territories served by the Company. The Company also benefits from national
advertising programs conducted by The Coca-Cola Company and other beverage companies. Certain of the marketing expenditures by The Coca-Cola Company and other beverage companies are made pursuant to annual arrangements. Although The Coca-Cola
Company has advised the Company that it intends to provide marketing funding support in 2005, it is not obligated to do so under the Companys Bottle Contracts. Significant decreases in marketing funding support from The Coca-Cola Company or
other beverage companies could adversely impact operating results of the Company in the future.



Total marketing funding support from The Coca-Cola Company and other beverage companies, which includes direct payments to the Company and payments to customers for marketing programs, was $15.1 million for the first
half of 2005 versus $26.1 million for the first half of 2004 and was recorded as a reduction in cost of sales. Since May 28, 2004, The Coca-Cola Company has provided the majority of the Companys marketing funding support for bottle/can
products as a reduction in the price of concentrate. The change in concentrate price represents a significant portion of the marketing funding support that previously would have been paid to the Company in cash related to the sale of bottle/can
products of The Coca-Cola Company. Accordingly, the amounts received in cash from The Coca-Cola Company for marketing funding support decreased significantly in the first half of 2005 as compared to the first half of 2004. However, this change in
marketing funding support and the related reduction in concentrate price did not have a significant impact on overall results of operations in the first half of 2005.



Cost of sales includes the following: raw material costs, manufacturing labor, manufacturing overhead, inbound freight charges related to
raw materials, receiving costs, inspection costs, manufacturing warehousing costs and freight charges related to the movement of finished goods from manufacturing locations to sales distribution centers.



S,D&A Expenses



S,D&A expenses increased by approximately 3% in both the second quarter and first half of 2005 compared to the same periods in 2004. The
increase in S,D&A expenses was primarily due to wage increases for the Companys employees, higher employee benefits costs including pension costs and higher fuel costs. The increase in S,D&A costs in 2005 was mitigated by the reduction
of an accrual for executive benefit plans of $1.1 million due to the resignation of an executive of the Company in the second quarter of 2005. The Company continues to incur increased fuel costs. Fuel costs for the second quarter of 2005 related to
the movement of finished goods from sales distribution centers to customer locations increased by approximately 28% or $.8 million compared to the second quarter of 2004. Fuel costs for the first half of 2005 increased by approximately 28% or $1.5
million compared to the first half of 2004.



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Over the last three years, the Company has converted the majority of its distribution system from a conventional sales
method to a pre-sell method in which sales personnel either visit or call a customer to determine the customers requirements for their order. This pre-sell method has enabled the Company to add a significant number of new product and package
combinations and provides the capacity to add additional product offerings in the future. The Company will continue to evaluate its distribution system in an effort to improve the process of distributing products to customers. Shipping and handling
costs related to the movement of finished goods from manufacturing locations to sales distribution centers are included in cost of sales. Shipping and handling costs related to the movement of finished goods from sales distribution centers to
customer locations are included in S,D&A expenses and totaled $89.6 million and $86.2 million in the first half of 2005 and the first half of 2004, respectively. Customers do not pay the Company separately for shipping and handling costs.



The S,D&A expense line item includes the following: sales management labor
costs, distribution costs from sales distribution centers to customer locations, sales distribution center warehouse costs, point-of-sale expenses, advertising expenses, vending equipment repair costs and administrative support labor and operating
costs such as treasury, legal, information services, accounting, internal audit and executive management costs.



Depreciation Expense



Depreciation expense for the second quarter and first half of 2005 declined by $.7 million and $1.1 million compared to the same periods in the prior year. The decline in depreciation expense was primarily due to
lower levels of capital spending over the past few years.



Interest Expense



Interest expense increased $2.2 million and $3.4 million from the second
quarter and first half of 2004 compared to the second quarter and first half of 2005, respectively. The increase is attributable to financing transaction costs of $1.3 million in the second quarter of 2005 related to the exchange of $164.8 million
of the Companys long-term debentures and higher interest rates on the Companys floating rate debt, partially offset by the impact of lower debt balances.



Minority Interest



The Company recorded minority interest expense of $2.0 million during the first half of 2005 compared to $2.1 million during the first half of 2004 related to the portion
of Piedmont owned by The Coca-Cola Company.



Income Taxes



The Companys effective income tax rate for the first half of 2005 was 41.9% compared
to 40.9% for the first half of 2004. The Company estimates that the adoption of FAS 109-1 will reduce the Companys effective income tax rate by approximately 1%.



During the second quarter of 2005, the Company entered into a settlement agreement with a state whereby the Company agreed to reduce certain
net operating loss carryforwards and to pay certain additional taxes and interest relating to prior years. The loss of state net operating loss carryforwards, net of federal tax benefit, of $4.4 million did not have an effect on the provision for
income taxes due to a valuation allowance previously



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recorded for such deferred tax assets. Under this settlement, the Company was required to pay state income taxes of $5.7
million in the second quarter of 2005 and is required to pay an additional $5.0 million by April 15, 2006. The amounts paid and the liability remaining in excess of reserves previously recorded had the effect of increasing income tax expense by
approximately $4.1 million in the second quarter of 2005. Based on analysis of current facts, the Company also made adjustments to reserves for income tax exposure in other states in the second quarter which had the effect of decreasing income tax
expense by $3.8 million. The Companys income tax reserves are subject to adjustment in future periods based on the Companys ongoing evaluations of its income tax liabilities and new information that becomes available to the Company.



The Companys effective tax rate for the first half of 2005 reflects
expected full year 2005 earnings. The Companys effective income tax rate for the remainder of 2005 is dependent upon operating results and may change if the results for the year are different from current expectations.



Financial Condition



Total assets increased slightly from $1.31 billion at January 2, 2005 to $1.33 billion at
July 3, 2005 primarily due to increases in accounts receivable, inventories and other assets partially offset by a decrease in property, plant and equipment, net. Other assets increased by $15.0 million from January 2, 2005 to July 3, 2005 primarily
as a result of the premium paid in conjunction with the debt exchange. Property, plant and equipment, net decreased primarily due to lower levels of capital spending over the last few years.



Net working capital, defined as current assets less current liabilities, increased by $16.9
million from January 2, 2005 to July 3, 2005 and decreased by $6.4 million from June 27, 2004 to July 3, 2005.



Significant changes in net working capital from January 2, 2005 to July 3, 2005 were as follows:



| |  |  | An increase in inventories of $6.4 million due to seasonality and the introduction of new products.
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | An increase in accounts receivable, trade of $18.6 million due to seasonality, growth in bottle/can volume and a significant increase in contract sales to other Coca-Cola bottlers.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in accounts payable, trade of $9.9 million primarily due to seasonality and growth in bottle/can volume.
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in accounts payable to The Coca-Cola Company of $11.1 million, due primarily to the timing of payments.
| | - |  | -------------------------------------------------------------------------------------------------------------------



Significant changes in net working capital from June 27, 2004 to July 3, 2005 were as
follows:



| |  |  | An increase in accounts receivable, trade of $8.2 million due to a significant increase in contract sales to other Coca-Cola bottlers and growth in bottle/can volume.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A decrease in the cash surrender value of life insurance of $20.2 million due to the receipt of funds from the redemption of certain Company-owned life insurance policies.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Debt and capital lease obligations were $783.1 million as of
July 3, 2005 compared to $789.1 million as of January 2, 2005 and $826.4 million as of June 27, 2004. Debt and capital lease obligations as of July 3, 2005 included $80.1 million of capital lease obligations related primarily to Company facilities.



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Liquidity and Capital Resources



Capital Resources



Sources of capital for the Company include cash flows from operating activities, bank borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has sufficient financial resources available to maintain its current operations and provide for its current capital expenditure and working capital requirements, scheduled debt
payments, interest and income tax payments and dividends for stockholders. The amount and frequency of future dividends will be determined by the Companys Board of Directors in light of the earnings and financial condition of the Company at
such time, and no assurance can be given that dividends will be declared in the future.



The Company primarily uses cash flows from operations and available debt facilities to meet its cash requirements. On April 7, 2005, the Company entered into a new $100 million revolving credit facility replacing its existing $125 million
facility. The new $100 million facility matures in April 2010. The Company anticipates that cash provided by operating activities and its credit facilities will be sufficient to meet all of its anticipated cash requirements, including debt and
capital lease maturities, through 2008.



In June 2005, the Company exchanged
$122.2 million of its outstanding 6.375% debentures due 2009 and $42.6 million of its outstanding 7.20% debentures due 2009 for $164.8 million of new 5.00% senior notes due 2016. The exchange was conducted as a private placement to holders of the
existing debentures that were qualified institutional buyers within the meaning of Rule 144A of the Securities Act of 1933. As part of the exchange, the Company paid a premium of $15.6 million to holders participating in the exchange.
The Company intends to commence a registered exchange offer during the second half of 2005 to provide holders of the newly issued private notes with the opportunity to exchange their private notes for substantially identical registered notes. The
transaction has been accounted for as an exchange of debt and the $15.6 million premium will be amortized over the life of the new notes. The Company incurred financing transaction costs related to the exchange of $1.3 million which have been
included in interest expense during the second quarter of 2005. The exchange of debt will reduce the Companys interest costs prospectively and lengthens maturities on portions of the Companys debt, reducing refinancing requirements in
the near-term.



The Company has obtained the majority of its long-term
financing from public markets. As of July 3, 2005, $535.2 million of the Companys total outstanding debt balance of $702.9 million was financed through publicly offered debt. An additional $164.8 million has been financed through the private
offering of Company notes, all or substantially all of which the Company anticipates will be exchanged for substantially identical public notes during the second half of 2005. The remainder of the Companys debt is provided by several financial
institutions. The Company mitigates its financing risk by using multiple financial institutions and carefully evaluating the credit worthiness of these institutions. The Company enters into credit arrangements only with institutions with investment
grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis. The Companys interest rate derivative contracts are with several different financial institutions to minimize the concentration of credit risk. The
Company has master agreements with the counterparties to its derivative financial agreements that provide for net settlement of derivative transactions.



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Cash Sources and Uses



The primary source of cash for the Company has been cash provided by operating activities. The primary uses of cash have been for capital expenditures, the repayment of
debt maturities and capital lease obligations, premium on the debt exchange and dividends.



A summary of activity for the first half of 2005 and the first half of 2004 follows:



|                                                    |  |            |      |      |   |      |  
|--------------------------------------------------- |  | ---------- | ---- | ---- | - | ---- | -
|                                                    |  | First Half |     
|In Millions                                         |  | 2005       |      | 2004 |  
|Cash Sources                                        |  |            |      |      |   |      |  
|Cash provided by operating activities               |  | $          | 38.7 |      | $ | 71.3 |  
|Proceeds from redemption of life insurance policies |  |            |      |      |   | 7.9  |  
|Other                                               |  |            | 3.6  |      |   | 1.6  |  
|                                                    |  |            |      |      |   |      |  
|Total cash sources                                  |  | $          | 42.3 |      | $ | 80.8 |  
|                                                    |  |            |      |      |   |      |  
|Cash Uses                                           |  |            |      |      |   |      |  
|Capital expenditures                                |  | $          | 14.9 |      | $ | 25.9 |  
|Repayment of debt and capital lease obligations     |  |            | 6.0  |      |   | 59.2 |  
|Premium on debt exchange                            |  |            | 15.6 |      |   |      |  
|Dividends                                           |  |            | 4.5  |      |   | 4.5  |  
|Other                                               |  |            |      |      |   | .2   |  
|                                                    |  |            |      |      |   |      |  
|Total cash uses                                     |  | $          | 41.0 |      | $ | 89.8 |  
|                                                    |  |            |      |      |   |      |  
|Increase (decrease) in cash                         |  | $          | 1.3  |      | $ | (9.0 | )
|                                                    |  |            |      |      |   |      |  



The Company made contributions to its
pension plans of $6.0 million during the first half of 2005. The Company anticipates making total contributions to its pension plans of approximately $9 million to $12 million in 2005.



Based on current projections, which include a number of assumptions such as the Companys pre-tax earnings, the Company anticipates its
cash payments for income taxes will increase from approximately $6 million to $9 million in 2005 to an estimated $12 million to $15 million in 2006.



Investing Activities



Additions to property, plant and equipment during the first half of 2005 were $14.9 million compared to $25.9 million during the first half of 2004. Capital expenditures during the first half of 2005 were funded with
cash flows from operations and from borrowings under the Companys available lines of credit. Leasing is used for certain capital additions when considered cost effective relative to other sources of capital. The Company currently leases its
corporate headquarters, two production facilities and several sales distribution facilities and administrative facilities.



At the end of the second quarter of 2005, the Company had no material commitments for the purchase of capital assets other than those related to normal replacement of
equipment. The Company considers the acquisition of bottling territories on an ongoing basis. The Company anticipates that additions to property, plant and



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equipment in 2005 will be in the range of $40 million to $50 million and plans to fund such additions through cash flows
from operations and its available lines of credit. Additions to property, plant and equipment during 2004 were $52.9 million.



Financing Activities



In June 2005, the Company exchanged $122.2 million of its outstanding 6.375% debentures due 2009 and $42.6 million of its outstanding 7.20% debentures due 2009 for $164.8 million of new 5.00% senior notes due 2016. As
a result of the debt exchange, the Company reduced its near-term refinancing requirements by extending the maturity dates on a portion of its total debt.



On April 7, 2005, the Company entered into a new five-year $100 million revolving credit facility replacing the existing $125 million facility which was scheduled to
expire in December 2005. On July 3, 2005, there were no amounts outstanding under the new facility. The new $100 million facility matures in April 2010. The new facility includes an option to extend the term for an additional year at the discretion
of the participating banks. The new revolving credit facility bears interest at a floating base rate or a floating rate of LIBOR plus an interest rate spread of .375%. In addition, there is a facility fee of .125% required for this revolving credit
facility. Both the interest rate spread and the facility fee are determined from a commonly used pricing grid based on the Companys long-term senior unsecured noncredit-enhanced debt rating. The Companys new revolving credit facility
contains two financial covenants related to ratio requirements for interest coverage, and long-term debt to cash flow, as defined in the credit agreement. These covenants do not currently, and the Company does not anticipate that they will, restrict
its liquidity or capital resources.



The Company borrows periodically under its
available lines of credit. These lines of credit, in the aggregate amount of $60 million at July 3, 2005, are made available at the discretion of the two participating banks at rates negotiated at the time of borrowing and may be withdrawn at any
time by such banks. The Company can utilize its revolving credit facility in the event the lines of credit are not available. The Company had borrowed $2.9 million under its lines of credit as of July 3, 2005. The lines of credit as of July 3, 2005
bore an interest rate of 3.83%. To the extent that borrowings under the lines of credit and the revolving credit facility do not exceed the amount available under the Companys revolving credit facility, and the term of the revolving credit
facility matures in more than 12 months, such borrowings are classified as noncurrent liabilities.



All of the outstanding long-term debt has been issued by the Company with none having been issued by any of the Companys subsidiaries. There are no guarantees of the Companys debt.



At July 3, 2005, the Companys credit ratings were as follows:



|                  |  |               
|----------------- |  | --------------
|                  |  | Long-Term Debt
|Standard & Poors |  | BBB           
|Moodys           |  | Baa2          



The Companys credit ratings are
reviewed periodically by the respective rating agencies. Changes in the Companys operating results or financial position could result in changes in the Companys credit ratings. Lower credit ratings could result in higher borrowing costs
for the Company. There were no changes in these credit ratings from the prior year. It is the Companys intent to continue to reduce its financial leverage over time.



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The Companys public and privately placed debt securities are not subject to financial covenants but do limit the
incurrence of certain liens and encumbrances as well as indebtedness by the Companys subsidiaries in excess of certain amounts.



The Company issued 20,000 shares of Class B Common Stock to J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer, with respect to 2004,
effective January 3, 2005, under a restricted stock award plan that provides for annual awards of such shares subject to the Company meeting certain performance criteria.



Off-Balance Sheet Arrangements



There has been no significant change in the Companys off-balance sheet arrangements since January 2, 2005.



Aggregate Contractual Obligations



The following table summarizes the Companys contractual obligations as of July 3,
2005:



|                                           |  |                        |           |                      |   |                      |  |                      |         |                 |   |         |  |   |        
|------------------------------------------ |  | ---------------------- | --------- | -------------------- | - | -------------------- |  | -------------------- | ------- | --------------- | - | ------- |  | - | -------
|                                           |  | Payments Due by Period
|In Thousands                               |  | Total                  |           | July 2005- June 2006 |   | July 2006- June 2008 |  | July 2008- June 2010 |         | After June 2010
|Contractual obligations:                   |  |                        |           |                      |   |                      |  |                      |         |                 |   |         |  |   |        
|Long-term debt                             |  | $                      | 702,939   |                      | $ | 39                   |  | $                    | 100,000 |                 | $ | 188,143 |  | $ | 414,757
|Capital lease obligations, net of interest |  |                        | 80,130    |                      |   | 1,794                |  |                      | 3,252   |                 |   | 3,661   |  |   | 71,423 
|Purchase obligations(1)                    |  |                        | 665,585   |                      |   | 74,645               |  |                      | 149,290 |                 |   | 149,290 |  |   | 292,360
|Other long-term liabilities(2)             |  |                        | 71,273    |                      |   | 4,895                |  |                      | 9,930   |                 |   | 9,547   |  |   | 46,901 
|Operating leases                           |  |                        | 20,027    |                      |   | 2,649                |  |                      | 3,802   |                 |   | 3,107   |  |   | 10,469 
|Long-term contractual arrangements(3)      |  |                        | 32,942    |                      |   | 8,049                |  |                      | 11,967  |                 |   | 8,091   |  |   | 4,835  
|Purchase orders(4)                         |  |                        | 19,064    |                      |   | 19,064               |  |                      |         |                 |   |         |  |   |        
|                                           |  |                        |           |                      |   |                      |  |                      |         |                 |   |         |  |   |        
|Total contractual obligations              |  | $                      | 1,591,960 |                      | $ | 111,135              |  | $                    | 278,241 |                 | $ | 361,839 |  | $ | 840,745
|                                           |  |                        |           |                      |   |                      |  |                      |         |                 |   |         |  |   |        

|(1) | Represents the obligation by the Company to purchase finished products from South Atlantic Canners, a manufacturing cooperative.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes obligations under executive benefit plans, non-compete liabilities and other long-term liabilities.
|--- | ------------------------------------------------------------------------------------------------------------

|(3) | Includes contractual arrangements with certain prestige properties, athletic venues and other locations, and other long-term marketing commitments.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company is a member of Southeastern Container, a plastic
bottle manufacturing cooperative, from which the Company is obligated to purchase at least 80% of its requirements of plastic bottles for certain designated territories. Such obligation is not included in the Companys table of aggregate
contractual obligations since there are no minimum purchase requirements.



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Interest Rate Hedging



The Company periodically uses interest rate hedging products to modify risk from interest rate fluctuations. The Company has historically altered its fixed/floating rate
mix based upon anticipated cash flows from operations relative to the Companys debt level and the potential impact of changes in interest rates on the Companys overall financial condition. Sensitivity analyses are performed to review the
impact on the Companys financial position and coverage of various interest rate movements. The Company does not use derivative financial instruments for trading purposes nor does it use leveraged financial instruments.



The Company currently has six interest rate swap agreements. These interest rate swap
agreements effectively converted $250 million of the Companys debt from a fixed rate to a floating rate and are accounted for as fair value hedges.



Interest expense was reduced due to amortization of deferred gains on previously terminated interest rate swap agreements and forward interest rate agreements by $.8
million and $1.2 million during the first half of 2005 and the first half of 2004, respectively.



The weighted average interest rate of the Companys debt and capital lease obligations after taking into account all of the interest rate hedging activities was 5.8% as of July 3, 2005 compared to 5.6% as of
January 2, 2005 and 5.1% as of June 27, 2004. Approximately 42% of the Companys debt and capital lease obligations of $783.1 million as of July 3, 2005 was maintained on a floating rate basis and was subject to changes in short-term interest
rates.



If interest rates increased by 1%, the Companys interest expense
would increase by approximately $3.3 million over the next twelve months. This amount is determined by calculating the effect of a hypothetical interest rate increase of 1% on outstanding floating rate debt and capital lease obligations as of July
3, 2005, including the effects of our derivative financial instruments. This calculated, hypothetical increase in interest expense for the following twelve months may be different from the actual increase in interest expense from a 1% increase in
interest rates due to varying interest rate reset dates on the Companys floating rate debt and derivative financial instruments.



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CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q, as well as information included in future filings by the
Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company, contains, or may contain, forward-looking management comments and other
statements that reflect managements current outlook for future periods. These statements include, among others, statements relating to:



| |  |  | increases in pension expense;
| | - |  | -----------------------------



| |  |  | anticipated return on pension plan investments;
| | - |  | -----------------------------------------------



| |  |  | the Companys ability to utilize net operating loss carryforwards;
| | - |  | ------------------------------------------------------------------



| |  |  | 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 the risk of loss with respect to funds deposited with banks is minimal;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | anticipated additions to property, plant and equipment;
| | - |  | -------------------------------------------------------



| |  |  | expectations regarding cash requirements for future income tax payments;
| | - |  | ------------------------------------------------------------------------



| |  |  | 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;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | managements belief that the Company has adequately provided for any ultimate amounts that are likely to result from tax audits;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys expectation of exercising its option to extend certain lease obligations;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the Companys expectations regarding the exchange of new public notes for existing privately placed notes;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the effects of the closings of sales distribution centers;
| | - |  | ----------------------------------------------------------



| |  |  | the Companys intention to continue to evaluate its distribution system in an effort to optimize the process of distributing products;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the upgrade of its ERP software system;
| | - |  | ---------------------------------------



| |  |  | managements belief that the Company has sufficient financial resources to maintain current operations and provide for its current capital expenditure and working capital
requirements, scheduled debt payments, interest and income tax payments and dividends for stockholders;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys intention to reduce its financial leverage over time;
| | - |  | -------------------------------------------------------------------



| |  |  | 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 ability to issue $300 million of securities under acceptable terms under its shelf registration statement;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys belief that certain franchise rights are perpetual or will be renewed upon expiration;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the Companys intention to provide for Piedmonts future financing requirements;
| | - |  | --------------------------------------------------------------------------------



| |  |  | the Companys key priorities for 2005 and the next several years;
| | - |  | -----------------------------------------------------------------



| |  |  | the Companys belief that its liquidity or capital resources will not be restricted by certain financial covenants in the Companys credit agreements;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the Companys hypothetical calculation of the impact of a 1% increase in interest rates for the first half of 2005;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys belief that cash provided by operating activities and its credit facilities will be sufficient to meet all of its anticipated cash requirements, including debt
and capital lease maturities, through 2008;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 3, 2005;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys beliefs regarding higher raw material packaging costs over the remainder of 2005 compared to the same period in 2004;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys belief that increases in raw material packaging costs will occur at a slower rate in the second half of 2005;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys belief that the long-term benefits of its current selling prices outweigh the short-term impact on gross margin;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | anticipated contributions to Company-sponsored pension plans of approximately $9 million to $12 million in 2005;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the Companys belief that compliance with environmental laws will not have a material adverse effect on its capital expenditures, earnings or competitive position;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys belief that soft demand for sugar carbonated soft drinks will continue;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the Companys belief that the impact of the American Jobs Creation Act of 2004 and the related adoption of FAS 109-1 will reduce the Companys effective income tax rate in
2005 by approximately 1%;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | the Companys belief that CCBSS will increase purchasing efficiency and reduce future increases in cost of sales and other operating expenses;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | anticipated product innovation in 2005; and
| | - |  | -------------------------------------------



| |  |  | the Companys expectation that growth in overall bottle/can volume will be primarily dependent upon continued growth in diet products, isotonics and bottled water as well as
the introduction of new products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These statements and
expectations are based on the currently available competitive, financial and economic data along with the Companys operating plans, and are subject to future events and uncertainties that could cause anticipated events not to occur or actual
results to differ materially from historical or anticipated results. Among the events or uncertainties which could adversely affect future periods are:



| |  |  | lower than expected selling prices resulting from increased marketplace competition;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | an inability to meet performance requirements for expected levels of marketing funding support payments from The Coca-Cola Company or other beverage companies;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in how significant customers market or promote our products;
| | - |  | --------------------------------------------------------------------



| |  |  | reduced advertising and marketing spending by The Coca-Cola Company or other beverage companies;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | an inability to meet requirements under bottling contracts with The Coca-Cola Company or other beverage companies;
| | - |  | ------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | the inability of our aluminum can or PET bottle suppliers to meet our purchase requirements;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | significant changes from expectations in the cost of raw materials;
| | - |  | -------------------------------------------------------------------



| |  |  | higher than expected insurance premiums and fuel costs;
| | - |  | -------------------------------------------------------



| |  |  | lower than anticipated returns on pension plan assets;
| | - |  | ------------------------------------------------------



| |  |  | higher than anticipated health care costs;
| | - |  | ------------------------------------------



| |  |  | unfavorable interest rate fluctuations;
| | - |  | ---------------------------------------



| |  |  | higher than anticipated cash payments for income taxes;
| | - |  | -------------------------------------------------------



| |  |  | unfavorable weather conditions;
| | - |  | -------------------------------



| |  |  | significant changes in consumer preferences related to nonalcoholic beverages;
| | - |  | ------------------------------------------------------------------------------



| |  |  | inability to increase selling prices, increase bottle/can volume or reduce expenses to offset higher raw material costs;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | reduced brand and packaging innovation;
| | - |  | ---------------------------------------



| |  |  | significant changes in credit ratings impacting the Companys ability to borrow;
| | - |  | --------------------------------------------------------------------------------



| |  |  | adverse or unanticipated outcomes arising from the disposition of certain claims and legal proceedings occurring in the ordinary course of business;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | assessments of additional taxes resulting from audits of our filings for various periods;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | terrorist attacks, war, other civil disturbances or national emergencies; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | changes in financial markets.
| | - |  | -----------------------------



The Company undertakes no obligation to publicly update or revise any forward-looking statements.



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##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk



There has been no significant change in market risks since January 2, 2005.



Item 4. Controls and Procedures



As of the end of the
period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the Exchange Act)), pursuant to Rule 13a-15 of the
Exchange Act. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded, as of the end of the period covered by this report, that the Companys disclosure controls and procedures were effective for the
purpose of providing reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms and (2) is accumulated and communicated to the Companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.



There has been no change in the Companys internal control over financial
reporting during the quarter ended July 3, 2005 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II - OTHER INFORMATION



Item 4. Submission of Matters to a Vote of Security Holders



|(a) | The Annual Meeting of the Companys stockholders was held on May 4, 2005.
|--- | -------------------------------------------------------------------------



|(b) | All director nominees were elected.
|--- | -----------------------------------



|(c) | The meeting was held to consider and vote upon electing eleven directors, each for a term of one year or until their successors have been elected and qualified. The votes with
respect to each director were as follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                       |  |            |  |          
|---------------------- |  | ---------- |  | ---------
|Director Name          |  | For        |  | Withheld 
|J. Frank Harrison, III |  | 53,956,345 |  | 940,217  
|H. W. McKay Belk       |  | 54,733,247 |  | 163,315  
|Sharon A. Decker       |  | 54,760,214 |  | 136,348  
|William B. Elmore      |  | 53,721,828 |  | 1,174,734
|James E. Harris        |  | 54,794,239 |  | 102,323  
|Deborah S. Harrison    |  | 54,806,578 |  | 89,984   
|Robert D. Pettus, Jr.  |  | 54,812,588 |  | 83,974   
|Ned R. McWherter       |  | 54,882,735 |  | 13,827   
|John W. Murrey, III    |  | 54,848,923 |  | 47,639   
|Carl Ware              |  | 54,823,990 |  | 72,572   
|Dennis A. Wicker       |  | 54,760,234 |  | 136,328  



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Item 6. Exhibits



|(a) | Exhibits
|--- | --------



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.1           |  | $164,757,000 5.00% Senior Note due 2016 (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                    
|              | 
|4.2           |  | 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 subsidiaries for which consolidated financial statements are required to be filed, and which authorizes a total amount of securities not in excess of 10 percent of total assets of the registrant and its subsidiaries on
a consolidated basis.
|              | 
|10.1          |  | Consulting Agreement, dated as of June 1, 2005, between the Company and David V. Singer (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on
June 3, 2005).                                                                                                                                                                                                                                                                       
|              | 
|10.2          |  | Form of Split-dollar Deferred Compensation Replacement Benefit Agreement Election Form and Agreement Amendment, effective as of June 20, 2005, between the Company and certain executive
officers of the Company (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 24, 2005).                                                                                                                                             
|              | 
|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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SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.



|                      |  |                                     |  |                                                                                                    
|--------------------- |  | ----------------------------------- |  | ---------------------------------------------------------------------------------------------------
|                      |  | COCA-COLA BOTTLING CO. CONSOLIDATED
|                      |  | (REGISTRANT)                       
|                      |  |                                    
|Date: August 12, 2005 |  | By:                                 |  | /s/ Steven D. Westphal                                                                             
|                      |  |                                     |  | Steven D. Westphal                                                                                 
|                      |  |                                     |  | Principal Financial Officer of the Registrant and Senior Vice President and Chief Financial Officer



49