##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 4, 2010
 Commission File Number 0-9286
 COCA-COLA BOTTLING CO. CONSOLIDATED
  Delaware
    
    56-0950585(State or other jurisdiction of incorporation or 
organization)
    
    (I.R.S. Employer Identification No.)
 4100
Coca-Cola Plaza, Charlotte, North Carolina 28211
 704)
557-4400
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
  Class
    
    Outstanding at April 30, 2010Common Stock, $1.00 Par Value
    
    7,141,447Class B Common Stock, $1.00 Par Value
    
    2,044,202




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##### 



COCA-COLA BOTTLING CO. CONSOLIDATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED APRIL 4, 2010
 INDEX
 PagePART I  FINANCIAL INFORMATIONItem 1.
    
    Financial Statements (Unaudited)Consolidated Statements of Operations
    
    
    3Consolidated Balance Sheets
    
    
    4Consolidated Statements of Changes in Equity
    
    
    6Consolidated Statements of Cash Flows
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    33Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    53Item 4.
    
    Controls and Procedures
    
    
    54PART II  OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    55Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    55Item 6.
    
    Exhibits
    
    
    56Signatures
    
    
    57EX-12EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Item 1. Financial Statements.
 
 
 First Quarter2010
    
    
    2009Net sales
    
    $
    347,498
    
    
    $
    336,261Cost of sales
    
    
    200,795
    
    
    
    189,132Gross margin
    
    
    146,703
    
    
    
    147,129Selling, delivery and administrative expenses
    
    
    129,044
    
    
    
    125,988Income from operations
    
    
    17,659
    
    
    
    21,141Interest expense, net
    
    
    8,810
    
    
    
    9,258Income before income taxes
    
    
    8,849
    
    
    
    11,883Income tax expense
    
    
    3,714
    
    
    
    3,060Net income
    
    
    5,135
    
    
    
    8,823Less: Net income attributable to the
noncontrolling interest
    
    
    475
    
    
    
    292Net income attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    4,660
    
    
    $
    8,531Basic net income per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    .51
    
    
    $
    .93Weighted average number of Common Stock
shares outstanding
    
    
    7,141
    
    
    
    6,857Class B Common Stock
    
    $
    .51
    
    
    $
    .93Weighted average number of Class B Common
Stock shares outstanding
    
    
    2,029
    
    
    
    2,306Diluted net income per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    .51
    
    
    $
    .93Weighted average number of Common Stock
shares outstanding  assuming dilution
    
    
    9,210
    
    
    
    9,174Class B Common Stock
    
    $
    .50
    
    
    $
    .93Weighted average number of Class B Common
Stock shares outstanding  assuming dilution
    
    
    2,069
    
    
    
    2,317Cash dividends per share:Common Stock
    
    $
    .25
    
    
    $
    .25Class B Common Stock
    
    $
    .25
    
    
    $
    .25
  3




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedApril 4,
    
    
    Jan. 3,
    
    
    March 29,2010
    
    
    2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    48,325
    
    
    $
    17,770
    
    
    $
    37,996Restricted cash
    
    
    4,500
    
    
    
    4,500
    
    
    
    Accounts receivable, trade, less allowance for
doubtful accounts of $2,056, $2,187 and $1,820,
respectively
    
    
    111,397
    
    
    
    92,727
    
    
    
    97,647Accounts receivable from The Coca-Cola Company
    
    
    17,008
    
    
    
    4,109
    
    
    
    20,857Accounts receivable, other
    
    
    11,026
    
    
    
    17,005
    
    
    
    11,969Inventories
    
    
    64,734
    
    
    
    59,122
    
    
    
    72,924Prepaid expenses and other current assets
    
    
    32,590
    
    
    
    35,016
    
    
    
    23,261Total current assets
    
    
    289,580
    
    
    
    230,249
    
    
    
    264,654Property, plant and equipment, net
    
    
    321,488
    
    
    
    326,701
    
    
    
    329,896Leased property under capital leases, net
    
    
    50,375
    
    
    
    51,548
    
    
    
    55,051Other assets
    
    
    46,796
    
    
    
    46,508
    
    
    
    40,260Franchise rights
    
    
    520,672
    
    
    
    520,672
    
    
    
    520,672Goodwill
    
    
    102,049
    
    
    
    102,049
    
    
    
    102,049Other identifiable intangible assets, net
    
    
    5,227
    
    
    
    5,350
    
    
    
    5,770Total
    
    $
    1,336,187
    
    
    $
    1,283,077
    
    
    $
    1,318,352
  4




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedApril 4,
    
    
    Jan. 3,
    
    
    March 29,2010
    
    
    2010
    
    
    2009LIABIILITIES AND EQUITYCurrent Liabilities:Current portion of debt
    
    $
    20,000
    
    
    $
    
    
    
    $
    66,693Current portion of obligations under capital leases
    
    
    3,851
    
    
    
    3,846
    
    
    
    3,557Accounts payable, trade
    
    
    36,869
    
    
    
    36,794
    
    
    
    41,569Accounts payable to The Coca-Cola Company
    
    
    43,542
    
    
    
    27,880
    
    
    
    33,384Other accrued liabilities
    
    
    65,279
    
    
    
    61,978
    
    
    
    71,830Accrued compensation
    
    
    12,813
    
    
    
    25,963
    
    
    
    13,629Accrued interest payable
    
    
    10,062
    
    
    
    5,521
    
    
    
    13,606Total current liabilities
    
    
    192,416
    
    
    
    161,982
    
    
    
    244,268Deferred income taxes
    
    
    159,591
    
    
    
    158,548
    
    
    
    140,932Pension and postretirement benefit obligations
    
    
    89,356
    
    
    
    89,306
    
    
    
    104,898Other liabilities
    
    
    108,980
    
    
    
    106,968
    
    
    
    106,863Obligations under capital leases
    
    
    58,319
    
    
    
    59,261
    
    
    
    62,124Long-term debt
    
    
    552,952
    
    
    
    537,917
    
    
    
    524,757Total liabilities
    
    
    1,161,614
    
    
    
    1,113,982
    
    
    
    1,183,842Commitments and Contingencies(Note 14)Equity:Common Stock, $1.00 par value:Authorized  30,000,000 shares;Issued  10,203,821, 10,203,821 and 10,203,821 shares,
respectively
    
    
    10,204
    
    
    
    10,204
    
    
    
    10,204Class B Common Stock, $1.00 par value:Authorized  10,000,000 shares;Issued  2,672,316, 2,649,996 and 2,649,996 shares,
respectively
    
    
    2,671
    
    
    
    2,649
    
    
    
    2,649Capital in excess of par value
    
    
    104,758
    
    
    
    103,464
    
    
    
    103,562Retained earnings
    
    
    110,364
    
    
    
    107,995
    
    
    
    85,261Accumulated other comprehensive loss
    
    
    (45,449
    )
    
    
    (46,767
    )
    
    
    (56,601
    )182,548
    
    
    
    177,545
    
    
    
    145,075Less-Treasury stock, at cost:Common  3,062,374 shares
    
    
    60,845
    
    
    
    60,845
    
    
    
    60,845Class B Common  628,114 shares
    
    
    409
    
    
    
    409
    
    
    
    409Total equity of Coca-Cola Bottling Co. Consolidated
    
    
    121,294
    
    
    
    116,291
    
    
    
    83,821Noncontrolling interest
    
    
    53,279
    
    
    
    52,804
    
    
    
    50,689Total equity
    
    
    174,573
    
    
    
    169,095
    
    
    
    134,510Total
    
    $
    1,336,187
    
    
    $
    1,283,077
    
    
    $
    1,318,352
  5




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##### Table of Contents



Capital
    
    
    
    
    
    
    AccumulatedClass B
    
    
    in
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalCommon
    
    
    Common
    
    
    Excess of
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    Equity
    
    
    Noncontrolling
    
    
    TotalStock
    
    
    Stock
    
    
    Par Value
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    of CCBCC
    
    
    Interest
    
    
    EquityBalance on Dec. 28, 2008
    
    $
    9,706
    
    
    $
    3,127
    
    
    $
    103,582
    
    
    $
    79,021
    
    
    $
    (57,873
    )
    
    $
    (61,254
    )
    
    $
    76,309
    
    
    $
    50,397
    
    
    $
    126,706Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,531
    
    
    
    
    
    
    
    
    
    
    
    8,531
    
    
    
    292
    
    
    
    8,823Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    (6
    )Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,278
    
    
    
    
    
    
    
    1,278
    
    
    
    
    
    
    
    1,278Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,803
    
    
    
    292
    
    
    
    10,095Cash dividends paidCommon 
($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,661
    )
    
    
    
    
    
    
    
    
    
    
    (1,661
    )
    
    
    
    
    
    
    (1,661
    )Class B Common

($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (630
    )
    
    
    
    
    
    
    
    
    
    
    (630
    )
    
    
    
    
    
    
    (630
    )Issuance of 20,000 shares
of Class B Common Stock
    
    
    
    
    
    
    20
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Class B
Common Stock into
Common Stock
    
    
    498
    
    
    
    (498
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance on Mar. 29, 2009
    
    $
    10,204
    
    
    $
    2,649
    
    
    $
    103,562
    
    
    $
    85,261
    
    
    $
    (56,601
    )
    
    $
    (61,254
    )
    
    $
    83,821
    
    
    $
    50,689
    
    
    $
    134,510Balance on Jan. 3, 2010
    
    $
    10,204
    
    
    $
    2,649
    
    
    $
    103,464
    
    
    $
    107,995
    
    
    $
    (46,767
    )
    
    $
    (61,254
    )
    
    $
    116,291
    
    
    $
    52,804
    
    
    $
    169,095Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,660
    
    
    
    
    
    
    
    
    
    
    
    4,660
    
    
    
    475
    
    
    
    5,135Ownership share of
Southeastern OCI
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    15Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,307
    
    
    
    
    
    
    
    1,307
    
    
    
    
    
    
    
    1,307Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,978
    
    
    
    475
    
    
    
    6,453Cash dividends paidCommon 
($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,785
    )
    
    
    
    
    
    
    
    
    
    
    (1,785
    )
    
    
    
    
    
    
    (1,785
    )Class B Common
($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (506
    )
    
    
    
    
    
    
    
    
    
    
    (506
    )
    
    
    
    
    
    
    (506
    )Issuance of 22,320 shares of
Class B Common Stock
    
    
    
    
    
    
    22
    
    
    
    1,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,316
    
    
    
    
    
    
    
    1,316Balance on April 4, 2010
    
    $
    10,204
    
    
    $
    2,671
    
    
    $
    104,758
    
    
    $
    110,364
    
    
    $
    (45,449
    )
    
    $
    (61,254
    )
    
    $
    121,294
    
    
    $
    53,279
    
    
    $
    174,573
  6




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##### Table of Contents



First Quarter2010
    
    
    2009Cash Flows from Operating ActivitiesNet income
    
    $
    5,135
    
    
    $
    8,823Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation expense
    
    
    14,537
    
    
    
    15,060Amortization of intangibles
    
    
    123
    
    
    
    140Deferred income taxes
    
    
    1,146
    
    
    
    (747
    )(Gain) loss on sale of property, plant and equipment
    
    
    444
    
    
    
    (250
    )Amortization of debt costs
    
    
    582
    
    
    
    603Amortization of deferred gain related to terminated
interest rate agreements
    
    
    (302
    )
    
    
    (850
    )Stock compensation expense
    
    
    585
    
    
    
    517Increase in current assets less current liabilities
    
    
    (16,753
    )
    
    
    (13,087
    )Increase in other noncurrent assets
    
    
    (766
    )
    
    
    (6,814
    )Increase (decrease) in other noncurrent liabilities
    
    
    993
    
    
    
    (1,616
    )Other
    
    
    (6
    )
    
    
    (56
    )Total adjustments
    
    
    583
    
    
    
    (7,100
    )Net cash provided by operating activities
    
    
    5,718
    
    
    
    1,723Cash Flows from Investing ActivitiesAdditions to property, plant and equipment
    
    
    (7,977
    )
    
    
    (6,249
    )Proceeds from the sale of property, plant and equipment
    
    
    1,062
    
    
    
    135Net cash used in investing activities
    
    
    (6,915
    )
    
    
    (6,114
    )Cash Flows from Financing ActivitiesBorrowings under revolving credit facility
    
    
    15,000
    
    
    
    Proceeds from lines of credit, net
    
    
    20,000
    
    
    
    Cash dividends paid
    
    
    (2,291
    )
    
    
    (2,291
    )Principal payments on capital lease obligations
    
    
    (937
    )
    
    
    (643
    )Other
    
    
    (20
    )
    
    
    (86
    )Net cash provided by (used in) financing activities
    
    
    31,752
    
    
    
    (3,020
    )Net increase (decrease) in cash
    
    
    30,555
    
    
    
    (7,411
    )Cash at beginning of period
    
    
    17,770
    
    
    
    45,407Cash at end of period
    
    $
    48,325
    
    
    $
    37,996Significant non-cash investing and financing activities:Issuance of Class B Common Stock in connection with stock award
    
    $
    1,316
    
    
    $
    1,130Capital lease obligations incurred
    
    
    
    
    
    
    660
  7




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##### Table of Contents



8




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##### Table of Contents



April 4,
    
    Jan. 3,
    
    March 29,In Thousands
    
    2010
    
    2010
    
    2009Finished products
    
    $
    38,336
    
    
    $
    33,686
    
    
    $
    45,781Manufacturing materials
    
    
    8,528
    
    
    
    8,275
    
    
    
    9,091Plastic shells, plastic pallets and other inventories
    
    
    17,870
    
    
    
    17,161
    
    
    
    18,052Total inventories
    
    $
    64,734
    
    
    $
    59,122
    
    
    $
    72,924
   April 4,
    
    Jan. 3,
    
    March 29,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesLand
    
    $
    12,671
    
    
    $
    12,671
    
    
    $
    12,167Buildings
    
    
    111,387
    
    
    
    111,314
    
    
    
    109,403
    
    
    10-50 yearsMachinery and equipment
    
    
    130,097
    
    
    
    127,068
    
    
    
    119,277
    
    
    5-20 yearsTransportation equipment
    
    
    152,012
    
    
    
    156,692
    
    
    
    175,984
    
    
    4-17 yearsFurniture and fixtures
    
    
    34,484
    
    
    
    36,573
    
    
    
    37,629
    
    
    4-10 yearsCold drink dispensing equipment
    
    
    313,333
    
    
    
    312,079
    
    
    
    316,487
    
    
    6-15 yearsLeasehold and land improvements
    
    
    65,350
    
    
    
    64,390
    
    
    
    60,154
    
    
    5-20 yearsSoftware for internal use
    
    
    67,366
    
    
    
    65,290
    
    
    
    63,479
    
    
    3-10 yearsConstruction in progress
    
    
    6,388
    
    
    
    7,907
    
    
    
    3,672Total property, plant and equipment, at cost
    
    
    893,088
    
    
    
    893,984
    
    
    
    898,252Less: Accumulated depreciation
and amortization
    
    
    571,600
    
    
    
    567,283
    
    
    
    568,356Property, plant and equipment, net
    
    $
    321,488
    
    
    $
    326,701
    
    
    $
    329,896
  9




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##### Table of Contents



April 4
    
    Jan. 3,
    
    March 29,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesLeased property under capital leases
    
    $
    76,877
    
    
    $
    76,877
    
    
    $
    76,877
    
    
    3-20 yearsLess: Accumulated amortization
    
    
    26,502
    
    
    
    25,329
    
    
    
    21,826Leased property under capital leases, net
    
    $
    50,375
    
    
    $
    51,548
    
    
    $
    55,051
        April 4,
    
    Jan. 3,
    
    March 29,
    
    EstimatedIn Thousands
    
    2010
    
    2010
    
    2009
    
    Useful LivesOther identifiable intangible assets
    
    $
    8,665
    
    
    $
    8,665
    
    
    $
    8,665
    
    
    1-20 yearsLess: Accumulated amortization
    
    
    3,438
    
    
    
    3,315
    
    
    
    2,895Other identifiable intangible assets, net
    
    $
    5,227
    
    
    $
    5,350
    
    
    $
    5,770
  10




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##### Table of Contents



April 4,
    
    Jan. 3,
    
    March 29,In Thousands
    
    2010
    
    2010
    
    2009Accrued marketing costs
    
    $
    9,047
    
    
    $
    9,738
    
    
    $
    7,591Accrued insurance costs
    
    
    18,561
    
    
    
    18,086
    
    
    
    17,540Accrued taxes (other than income taxes)
    
    
    1,793
    
    
    
    408
    
    
    
    1,880Employee benefit plan accruals
    
    
    9,827
    
    
    
    12,015
    
    
    
    11,184Checks and transfers yet to be presented for
payment from zero balance cash accounts
    
    
    18,640
    
    
    
    11,862
    
    
    
    20,339All other accrued liabilities
    
    
    7,411
    
    
    
    9,869
    
    
    
    13,296Total other accrued liabilities
    
    $
    65,279
    
    
    $
    61,978
    
    
    $
    71,830
   Interest
    
    Interest
    
    April 4,
    
    Jan. 3,
    
    March 29,In Thousands
    
    Maturity
    
    Rate
    
    Paid
    
    2010
    
    2010
    
    2009Revolving Credit Facility
    
    
    2012
    
    
    
    0.60
    %
    
    Varies
    
    $
    30,000
    
    
    $
    15,000
    
    
    $
    Line of Credit
    
    
    2010
    
    
    
    1.11
    %
    
    Varies
    
    
    20,000
    
    
    
    
    
    
    
    Debentures
    
    
    2009
    
    
    
    7.20
    %
    
    Semi-annually
    
    
    
    
    
    
    
    
    
    
    57,440Debentures
    
    
    2009
    
    
    
    6.375
    %
    
    Semi-annually
    
    
    
    
    
    
    
    
    
    
    119,253Senior Notes
    
    
    2012
    
    
    
    5.00
    %
    
    Semi-annually
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000Senior Notes
    
    
    2015
    
    
    
    5.30
    %
    
    Semi-annually
    
    
    100,000
    
    
    
    100,000
    
    
    
    100,000Senior Notes
    
    
    2016
    
    
    
    5.00
    %
    
    Semi-annually
    
    
    164,757
    
    
    
    164,757
    
    
    
    164,757Senior Notes
    
    
    2019
    
    
    
    7.00
    %
    
    Semi-annually
    
    
    110,000
    
    
    
    110,000
    
    
    
    Unamortized discount on
Senior Notes
    
    
    2019
    
    
    
    
    
    
    
    
    
    
    
    (1,805
    )
    
    
    (1,840
    )
    
    
    572,952
    
    
    
    537,917
    
    
    
    591,450Less: Current portion of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    66,693Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    552,952
    
    
    $
    537,917
    
    
    $
    524,757
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12




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Interest
    Commodities
   13




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First QuarterIn Thousands
    
    Classification of Gain (Loss)
    
    2010
    
    2009Fuel hedges
    
    Selling, delivery and administrative expenses
    
    $
    (401
    )
    
    $
    1,451Aluminum hedges
    
    Cost of sales
    
    
    513
    
    
    
    663Total Net Gain
    
    
    
    $
    112
    
    
    $
    2,114
  April 4,
    
    Jan. 3,
    
    March 29,In Thousands
    
    Balance Sheet Classification
    
    2010
    
    2010
    
    2009AssetsAluminum hedges at fair market value
    
    Prepaid expenses and other current assets
    
    $
    5,017
    
    $
    3,303
    
    $
    663Unamortized cost of fuel hedging agreements
    
    Prepaid expenses and other current assets
    
    
    674
    
    
    863
    
    
    1,441Unamortized cost of aluminum hedging agreements
    
    Prepaid expenses and other current assets
    
    
    1,369
    
    
    967
    
    
    1,197Fuel hedges at fair market value
    
    Prepaid expenses and other current assets
    
    
    1,325
    
    
    1,617
    
    
    Total
    
    
    
    $
    8,385
    
    $
    6,750
    
    $
    3,301Aluminum hedges at fair market value
    
    Other assets
    
    $
    5,971
    
    $
    7,149
    
    
    Unamortized cost of aluminum hedging agreements
    
    Other assets
    
    
    2,029
    
    
    2,453
    
    
    Total
    
    
    
    $
    8,000
    
    $
    9,602
    
    
    LiabilitiesFuel hedges at fair market value
    
    Other accrued liabilities
    
    
    
    
    
    
    
    $
    215Total
    
    
    
    
    
    
    
    
    
    $
    215
  Notional
    
    LatestIn Millions
    
    Amount
    
    MaturityFuel hedging agreements
    
    $
    7.6
    
    
    December 2010Aluminum hedging agreements
    
    
    46.0
    
    
    December 2011
 14




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Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable
  Public Debt Securities
  Non-Public Variable Rate Debt
  Deferred Compensation Plan Assets/Liabilities
  Derivative Financial Instruments
  Letters of Credit
  15




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April 4, 2010
    
    January 3, 2010
    
    March 29, 2009Carrying
    
    Fair
    
    Carrying
    
    Fair
    
    Carrying
    
    FairIn Thousands
    
    Amount
    
    Value
    
    Amount
    
    Value
    
    Amount
    
    ValuePublic debt securities
    
    $
    522,952
    
    
    $
    556,459
    
    
    $
    522,917
    
    
    $
    557,758
    
    
    $
    591,450
    
    
    $
    569,606Non-public variable rate debt
    
    
    50,000
    
    
    
    50,000
    
    
    
    15,000
    
    
    
    15,000
    
    
    
    
    
    
    
    Deferred compensation plan assets/liabilities
    
    
    9,098
    
    
    
    9,098
    
    
    
    8,471
    
    
    
    8,471
    
    
    
    5,841
    
    
    
    5,841Fuel hedging agreements
    
    
    (1,325
    )
    
    
    (1,325
    )
    
    
    (1,617
    )
    
    
    (1,617
    )
    
    
    215
    
    
    
    215Aluminum hedging agreements
    
    
    (10,988
    )
    
    
    (10,988
    )
    
    
    (10,452
    )
    
    
    (10,452
    )
    
    
    (663
    )
    
    
    (663
    )
        April 4, 2010
    
    January 3, 2010
    
    March 29, 2009In Thousands
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2AssetsDeferred compensation plan assets
    
    $
    9,098
    
    
    
    
    
    
    $
    8,471
    
    
    
    
    
    
    $
    5,841Fuel hedging agreements
    
    
    
    
    
    $
    1,325
    
    
    
    
    
    
    $
    1,617Aluminum hedging agreements
    
    
    
    
    
    
    10,988
    
    
    
    
    
    
    
    10,452
    
    
    
    
    
    
    $
    663LiabilitiesDeferred compensation plan liabilities
    
    
    9,098
    
    
    
    
    
    
    
    8,471
    
    
    
    
    
    
    
    5,841Fuel hedging agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    215
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April 4,
    
    Jan. 3,
    
    March 29,In Thousands
    
    2010
    
    2010
    
    2009Accruals for executive benefit plans
    
    $
    87,787
    
    
    $
    85,382
    
    
    $
    79,177Other
    
    
    21,193
    
    
    
    21,586
    
    
    
    27,686Total other liabilities
    
    $
    108,980
    
    
    $
    106,968
    
    
    $
    106,863
    17




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First QuarterIn Thousands
    
    2010
    
    2009Statutory expense
    
    $
    2,931
    
    
    $
    4,057State income taxes, net of federal effect
    
    
    354
    
    
    
    505Manufacturing deduction benefit
    
    
    (394
    )
    
    
    (315
    )Meals and entertainment
    
    
    116
    
    
    
    247Adjustment for uncertain tax positions
    
    
    161
    
    
    
    (1,686
    )Tax law change related to Medicare Part D subsidy
    
    
    464
    
    
    
    Other, net
    
    
    82
    
    
    
    252Income tax expense
    
    $
    3,714
    
    
    $
    3,060
     19




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##### Table of Contents



Jan. 3,
    
    Pre-tax
    
    Tax
    
    April 4,In Thousands
    
    2010
    
    Activity
    
    Effect
    
    2010Net pension activity:Actuarial loss
    
    $
    (40,626
    )
    
    $
    1,495
    
    
    $
    (587
    )
    
    $
    (39,718
    )Prior service costs
    
    
    (37
    )
    
    
    4
    
    
    
    (1
    )
    
    
    (34
    )Net postretirement benefits activity:Actuarial loss
    
    
    (13,470
    )
    
    
    341
    
    
    
    330
    
    
    
    (12,799
    )Prior service costs
    
    
    7,376
    
    
    
    (446
    )
    
    
    175
    
    
    
    7,105Transition asset
    
    
    26
    
    
    
    (6
    )
    
    
    2
    
    
    
    22Ownership share of Southeastern OCI
    
    
    (49
    )
    
    
    24
    
    
    
    (9
    )
    
    
    (34
    )Foreign currency translation adjustment
    
    
    13
    
    
    
    (7
    )
    
    
    3
    
    
    
    9Total
    
    $
    (46,767
    )
    
    $
    1,405
    
    
    $
    (87
    )
    
    $
    (45,449
    )
 Dec. 28,
    
    Pre-tax
    
    Tax
    
    March 29,In Thousands
    
    2008
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (56,717
    )
    
    $
    2,339
    
    
    $
    (921
    )
    
    $
    (55,299
    )Prior service costs
    
    
    (45
    )
    
    
    4
    
    
    
    (1
    )
    
    
    (42
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,625
    )
    
    
    217
    
    
    
    (86
    )
    
    
    (9,494
    )Prior service costs
    
    
    8,459
    
    
    
    (446
    )
    
    
    176
    
    
    
    8,189Transition asset
    
    
    41
    
    
    
    (6
    )
    
    
    2
    
    
    
    37Foreign currency translation adjustment
    
    
    14
    
    
    
    (10
    )
    
    
    4
    
    
    
    8Total
    
    $
    (57,873
    )
    
    $
    2,098
    
    
    $
    (826
    )
    
    $
    (56,601
    )
  sm
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Pension Plans
  22




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First QuarterIn Thousands
    
    2010
    
    2009Service cost
    
    $
    19
    
    
    $
    23Interest cost
    
    
    2,857
    
    
    
    2,788Expected return on plan assets
    
    
    (2,868
    )
    
    
    (2,270
    )Amortization of prior service cost
    
    
    4
    
    
    
    4Recognized net actuarial loss
    
    
    1,495
    
    
    
    2,339Net periodic pension cost
    
    $
    1,507
    
    
    $
    2,884
  Postretirement Benefits
   First QuarterIn Thousands
    
    2010
    
    2009Service cost
    
    $
    195
    
    
    $
    158Interest cost
    
    
    626
    
    
    
    557Amortization of unrecognized transitional assets
    
    
    (6
    )
    
    
    (6
    )Recognized net actuarial loss
    
    
    341
    
    
    
    217Amortization of prior service cost
    
    
    (446
    )
    
    
    (446
    )Net periodic postretirement benefit cost
    
    $
    710
    
    
    $
    480
 401(k) Savings Plan
  23




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Multi-Employer Benefits
     First QuarterIn Millions
    
    2010
    
    
    2009Payments by
the Company for concentrate, syrup, sweetener and other purchases
    
    $
    92.0
    
    
    $
    83.8Marketing funding support payments to the Company
    
    
    10.2
    
    
    
    9.6Payments by the Company net of marketing funding
support
    
    $
    81.8
    
    
    $
    74.2Payments by the Company for customer marketing
programs
    
    $
    12.7
    
    
    $
    11.0Payments by the Company for cold drink equipment parts
    
    
    1.7
    
    
    
    1.5Fountain delivery and equipment repair fees paid to
the Company
    
    
    2.2
    
    
    
    2.9Presence marketing funding support provided by The
Coca-Cola Company on the Companys behalf
    
    
    1.1
    
    
    
    1.0Payments to the Company to facilitate the
distribution of certain brands and packages to other
Coca-Cola bottlers
    
    
    .9
    
    
    
    Sales of finished products to The Coca-Cola Company
    
    
    
    
    
    
    .6
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First QuarterIn Thousands
    
    2010
    
    2009Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    242,706
    
    
    $
    235,455Still beverages
    
    
    41,872
    
    
    
    45,917Total bottle/can sales
    
    
    284,578
    
    
    
    281,372Other sales:Sales to other Coca-Cola bottlers
    
    
    33,661
    
    
    
    31,133Post-mix and other
    
    
    29,259
    
    
    
    23,756Total other sales
    
    
    62,920
    
    
    
    54,889Total net sales
    
    $
    347,498
    
    
    $
    336,261
  26




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First QuarterIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009Numerator for basic and diluted net income per
Common Stock and Class B Common Stock share:Net income attributable to Coca-Cola Bottling Co. Consolidated
    
    $
    4,660
    
    
    $
    8,531Less dividends:Common Stock
    
    
    1,785
    
    
    
    1,714Class B Common Stock
    
    
    506
    
    
    
    577Total undistributed earnings
    
    $
    2,369
    
    
    $
    6,240Common Stock undistributed earnings
 basic
    
    $
    1,845
    
    
    $
    4,670Class B Common Stock undistributed earnings
 basic
    
    
    524
    
    
    
    1,570Total undistributed earnings  basic
    
    $
    2,369
    
    
    $
    6,240Common Stock undistributed earnings  diluted
    
    $
    1,837
    
    
    $
    4,664Class B Common Stock undistributed earnings
 diluted
    
    
    532
    
    
    
    1,576Total undistributed earnings  diluted
    
    $
    2,369
    
    
    $
    6,240Numerator for basic net income per Common
Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,714Common Stock undistributed earnings  basic
    
    
    1,845
    
    
    
    4,670Numerator for basic net income per Common
Stock share
    
    $
    3,630
    
    
    $
    6,384Numerator for basic net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    506
    
    
    $
    577Class B Common Stock undistributed earnings
 basic
    
    
    524
    
    
    
    1,570Numerator for basic net income per Class B
Common Stock share
    
    $
    1,030
    
    
    $
    2,147
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First QuarterIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009Numerator for diluted net income per
Common Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,714Dividends on Class B Common Stock
assumed converted to Common Stock
    
    
    506
    
    
    
    577Common Stock undistributed earnings
 diluted
    
    
    2,369
    
    
    
    6,240Numerator for diluted net income per
Common Stock share
    
    $
    4,660
    
    
    $
    8,531Numerator for diluted net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    506
    
    
    $
    577Class B Common Stock undistributed earnings
 diluted
    
    
    532
    
    
    
    1,576Numerator for diluted net income per Class B
Common Stock share
    
    $
    1,038
    
    
    $
    2,153
 28




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First QuarterIn Thousands (Except Per Share Data)
    
    2010
    
    
    2009Denominator for basic net income per Common
Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  basic
    
    
    7,141
    
    
    
    6,857Class B Common Stock weighted average shares
outstanding  basic
    
    
    2,029
    
    
    
    2,306Denominator for diluted net income per Common
Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  diluted (assumes conversion of
Class B Common Stock to Common Stock)
    
    
    9,210
    
    
    
    9,174Class B Common Stock weighted average shares
outstanding  diluted
    
    
    2,069
    
    
    
    2,317Basic net income per share:Common Stock
    
    $
    .51
    
    
    $
    .93Class B Common Stock
    
    $
    .51
    
    
    $
    .93Diluted net income per share:Common Stock
    
    $
    .51
    
    
    $
    .93Class B Common Stock
    
    $
    .50
    
    
    $
    .93
 NOTES TO TABLE(1)
    
    For purposes of the diluted net income per share computation for Common Stock, shares of
Class B Common Stock are assumed to be converted; therefore, 100% of undistributed earnings is
allocated to Common Stock.(2)
    
    For purposes of the diluted net income per share computation for Class B Common Stock,
weighted average shares of Class B Common Stock are assumed to be outstanding for the entire
period and not converted.(3)
    
    Denominator for diluted net income per share for Common Stock and Class B Common Stock
includes the dilutive effect of shares relative to the Performance Unit Award. 29




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First QuarterIn Thousands
    
    2010
    
    
    2009Accounts receivable, trade, net
    
    $
    (18,670
    )
    
    $
    2,202Accounts receivable from The Coca-Cola Company
    
    
    (12,899
    )
    
    
    (17,403
    )Accounts receivable, other
    
    
    5,979
    
    
    
    1,021Inventories
    
    
    (5,612
    )
    
    
    (7,427
    )Prepaid expenses and other current assets
    
    
    2,401
    
    
    
    (2,166
    )Accounts payable, trade
    
    
    (1,605
    )
    
    
    (814
    )Accounts payable to The Coca-Cola Company
    
    
    15,662
    
    
    
    (1,927
    )Other accrued liabilities
    
    
    5,869
    
    
    
    18,133Accrued compensation
    
    
    (12,419
    )
    
    
    (10,173
    )Accrued interest payable
    
    
    4,541
    
    
    
    5,467Increase in current assets less current liabilities
    
    $
    (16,753
    )
    
    $
    (13,087
    )
 Non-cash activity
    Recently Adopted Pronouncements
    31




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  
    
    Our Business and the Nonalcoholic Beverage Industry  a general description of the
Companys business and the nonalcoholic beverage industry.
    
    Areas of Emphasis  a summary of the Companys key priorities.
    
    Overview of Operations and Financial Condition  a summary of key information and
trends concerning the financial results for the first quarter of 2010 (Q1 2010) and
changes from the first quarter of 2009 (Q1 2009).
    
    Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
  a discussion of accounting policies that are most important to the portrayal of the
Companys financial condition and results of operations and that require critical judgments
and estimates and the expected impact of new accounting pronouncements.
    
    Results of Operations  an analysis of the Companys results of operations for Q1 2010
and Q1 2009.
    
    Financial Condition  an analysis of the Companys financial condition as of the end of
Q1 2010 compared to year-end 2009 and the end of Q1 2009 as presented in the consolidated
financial statements.
    
    Liquidity and Capital Resources  an analysis of capital resources, cash sources and
uses, investing activities, financing activities, off-balance sheet arrangements, aggregate
contractual obligations and hedging activities.
    
    Cautionary Information Regarding Forward-Looking Statements.
  Our Business and the Nonalcoholic Beverage Industry
   33




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First QuarterIn Thousands
    
    2010
    
    
    2009Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    242,706
    
    
    $
    235,455Still beverages
    
    
    41,872
    
    
    
    45,917Total bottle/can sales
    
    
    284,578
    
    
    
    281,372Other sales:Sales to other Coca-Cola bottlers
    
    
    33,661
    
    
    
    31,133Post-mix and other
    
    
    29,259
    
    
    
    23,756Total other sales
    
    
    62,920
    
    
    
    54,889Total net sales
    
    $
    347,498
    
    
    $
    336,261
 Areas of Emphasis
  Revenue Management
  Product Innovation and Beverage Portfolio Expansion
   Distribution Cost Management
  35




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
    
    bulk delivery for large supermarkets, mass merchandisers and club stores;
    
    advanced sales delivery for convenience stores, drug stores, small supermarkets and
certain on-premise accounts; and
    
    full service delivery for its full service vending customers.
  Productivity
  Overview of Operations and Financial Condition
  Q1 2010
 
    
    a $.4 million pre-tax unfavorable mark-to-market adjustment, net of hedging expenses, to S,D&A expenses related to
the Companys 2010 fuel hedging program;
    
    a $.5 million pre-tax favorable mark-to-market adjustment, net of hedging expenses, to cost of sales related to
the Companys 2011 aluminum hedging program; and
    
    a $.5 million unfavorable adjustment to income tax expense related to the elimination of
the deduction related to Medicare Part D subsidy.
 Q1 2009
 
    
    a $1.1 million pre-tax favorable mark-to-market adjustment, net of hedging expenses, to S,D&A expenses related to
the Companys 2010 fuel hedging program;
    
    a $.4 million pre-tax favorable mark-to-market adjustment, net of hedging expenses, to S,D&A expenses related to
the Companys 2009 fuel hedging program;
    
    a $.7 million pre-tax favorable mark-to-market adjustment, net of hedging expenses, to cost of sales related to
the Companys 2010 aluminum hedging program; and
    
    a $1.7 million favorable adjustment to income tax expense related to the agreement with
a state tax authority to settle certain tax positions.
 36




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First Quarter
    
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2010
    
    
    2009
    
    
    Change
    
    
    ChangeNet sales
    
    $
    347,498
    
    
    $
    336,261
    
    
    $
    11,237
    
    
    
    3.3Gross margin
    
    
    146,703
    
    
    
    147,129
    
    
    
    (426
    )
    
    
    (0.3
    )S,D&A expenses
    
    
    129,044
    
    
    
    125,988
    
    
    
    3,056
    
    
    
    2.4Income from operations
    
    
    17,659
    
    
    
    21,141
    
    
    
    (3,482
    )
    
    
    (16.5
    )Interest expense
    
    
    8,810
    
    
    
    9,258
    
    
    
    (448
    )
    
    
    (4.8
    )Income before income taxes
    
    
    8,849
    
    
    
    11,883
    
    
    
    (3,034
    )
    
    
    (25.5
    )Income tax provision
    
    
    3,714
    
    
    
    3,060
    
    
    
    654
    
    
    
    21.4Net income
    
    
    5,135
    
    
    
    8,823
    
    
    
    (3,688
    )
    
    
    (41.8
    )Net income attributable to the Company
    
    
    4,660
    
    
    
    8,531
    
    
    
    (3,871
    )
    
    
    (45.4
    )Basic net income per share:Common Stock
    
    $
    .51
    
    
    $
    .93
    
    
    $
    (.42
    )
    
    
    (45.2
    )Class B Common Stock
    
    $
    .51
    
    
    $
    .93
    
    
    $
    (.42
    )
    
    
    (45.2
    )Diluted net income per share:Common Stock
    
    $
    .51
    
    
    $
    .93
    
    
    $
    (.42
    )
    
    
    (45.2
    )Class B Common Stock
    
    $
    .50
    
    
    $
    .93
    
    
    $
    (.43
    )
    
    
    (46.2
    )
     37




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##### Table of Contents



April 4,
    
    
    Jan. 3,
    
    
    March 29,In Thousands
    
    2010
    
    
    2010
    
    
    2009Debt
    
    $
    572,952
    
    
    $
    537,917
    
    
    $
    591,450Capital lease obligations
    
    
    62,170
    
    
    
    63,107
    
    
    
    65,681Total debt and capital lease
obligations
    
    
    635,122
    
    
    
    601,024
    
    
    
    657,131Less: Cash and cash equivalents
    
    
    52,825
    
    
    
    22,270
    
    
    
    37,996Total net debt and capital lease
obligations (1)
    
    $
    582,297
    
    
    $
    578,754
    
    
    $
    619,135
 (1)
    
    The non-GAAP measure Total net debt and capital lease obligations is used to
provide investors with additional information which management believes is helpful in the
evaluation of the Companys capital structure and financial leverage. Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
 Critical Accounting Policies
   New Accounting Pronouncements
 Recently Adopted Pronouncements
   38




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##### Table of Contents



Results of Operations
 Q1 2010 Compared to Q1 2009
 Net Sales
   Q1 2010
    
    
    Attributable to:(In Millions)$
    12.6
    
    

5.0% increase in bottle/can volume primarily due to a
volume increase in sparkling beverages except energy
products(9.4
    )
    
    3.7% decrease in bottle/can sales price per unit primarily due to lower per unit
prices in all product categories except energy products and a change in product mix
primarily due to a higher percentage of future consumption 12-ounce can sales
which have a lower sales price per unit than immediate consumption products4.7
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)2.5
    
    
    7.9% increase in sales volume sold to other Coca-Cola bottlers primarily due to a
volume increase in sparkling beverages0.8
    
    
    Other$
    11.2
    
    
    Total increase in net sales
  39




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##### Table of Contents



Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    Q1 2010
    
    Q1 2009
    
    % Increase (Decrease)Sparkling beverages (including
energy products)
    
    
    87.7
    %
    
    
    86.4
    %
    
    
    6.6Still beverages
    
    
    12.3
    %
    
    
    13.6
    %
    
    
    (5.0
    )Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    5.0
   Cost of Sales
   40




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##### Table of Contents



Q1 2010
    
    
    Attributable to:(In Millions)$
    6.8
    
    
    5.0% increase in bottle/can volume primarily due to a
volume increase in sparkling beverages except energy
products3.3
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)2.3
    
    
    7.9% increase in sales volume to other Coca-Cola bottlers primarily due to a volume
increase in sparkling beverages(1.0
    )
    
    Increase in marketing funding support received primarily from The Coca-Cola Company0.2
    
    
    Other$
    11.6
    
    
    Total increase in cost of sales
   Gross Margin
   Q1 2010
    
    
    Attributable to:(In Millions)$
    5.8
    
    
    5.0% increase in bottle/can volume primarily due to a
volume increase in sparkling beverages except energy
products(9.4
    )
    
    3.7% decrease in bottle/can sales price per unit primarily due to lower per unit prices in
all product categories except energy products and a change in product mix primarily due to a
higher percentage of future consumption 12-ounce can sales
which have a lower sales price per unit than immediate consumption products1.4
    
    
    Increase in sales of the Companys own brand portfolio (primarily Tum-E Yummies)1.0
    
    
    Increase in marketing funding support received primarily from The Coca-Cola Company0.2
    
    

7.9%
increase in sales volume to other Coca-Cola bottlers primarily due to a volume increase in sparkling beverages0.6
    
    
    Other$
    (0.4
    )
    
    Total decrease in gross margin
  41




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##### Table of Contents



S,D&A Expenses
    Q1 2010
    
    
    Attributable to:(In Millions)$
    2.6
    
    
    Payments to
employees participating in the Company auto allowance program (program implemented in phases beginning in the second quarter of 2009)(1.9
    )
    
    Decrease in bad debt expense due to improvement in customer trade receivable portfolio performance1.7
    
    
    Increase in fuel costs due to mark-to-market adjustment on fuel hedging ($1.5 million gain in Q1 2009 compared to $0.4 million loss in Q1 2010)1.2
    
    
    Increase in professional fees primarily due to consulting project support(0.7
    )
    
    Decrease in depreciation expense primarily due to new auto allowance program(0.6
    )
    
    Decrease in employee benefit costs0.8
    
    
    Other$
    3.1
    
    
    Total increase in S,D&A expenses
      Interest Expense
 42




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##### Table of Contents



Income Taxes
  Noncontrolling Interest
  Financial Condition
    
    
    An increase in cash and cash equivalents of $30.6 million primarily due to cash provided by
operations and additional borrowings on a line of credit in anticipation of certain payments
due the beginning of second quarter 2010.
    
    An increase in accounts receivable, trade of $18.7 million primarily due to the holiday
promotion at the end of Q1 2010.
    
    An increase in inventories of $5.6 million due primarily to seasonal increase.
 43




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##### Table of Contents




    
    A decrease in accounts receivable, other of $6.0 million due to the receipt of certain payments.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $12.9 million and $15.7 million, respectively, primarily due to the
timing of payments.
    
    An increase in other accrued liabilities of $3.3 million primarily due to the timing of
payments.
    
    A decrease in accrued compensation of $13.1 million due primarily to the payment of bonuses
in March 2010.
    
    An increase in accrued interest payable of $4.5 million primarily due to the timing of
interest payments.
    
    An increase in current portion of debt of $20 million due to the Companys borrowing on a
line of credit.
  
    
    A decrease in current portion of long-term debt of $46.7 million primarily due to $66.7
million debt payments, net of refinancing, due in 2009 partially offset by $20 million of
borrowings on a line of credit in 2010.
    
    An increase in cash and cash equivalents of $10.3 million primarily due to cash provided by
operations and additional borrowings on a line of credit in anticipation of certain payments
due the beginning of second quarter 2010.
    
    An increase in accounts receivable, trade of $13.8 million primarily due to the holiday
promotion at the end of Q1 2010.
    
    A decrease in inventories of $8.2 million due primarily to seasonal increase for holiday
promotion the beginning of second quarter of 2009.
    
    An increase in prepaid expenses and other current assets of $9.3 million primarily due to
transactions related to the Companys hedging program.
    
    A decrease in accounts receivable from and an increase in accounts payable to The Coca-Cola
Company of $3.8 million and $10.2 million, respectively, primarily due to the timing of
payments.
    
    A decrease in other accrued liabilities of $6.6 million primarily due to the timing of
payments.
    
    A decrease in accrued interest payable of $3.5 million primarily due to the timing of
interest payments.
  Liquidity and Capital Resources
 Capital Resources
   44




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##### Table of Contents



Cash Sources and Uses
   First QuarterIn Millions
    
    2010
    
    2009Cash SourcesCash provided by operating activities (excluding income tax payments)
    
    $
    5.7
    
    
    $
    2.5Proceeds from lines of credit, net
    
    
    20.0
    
    
    
    Proceeds from $200 million facility
    
    
    15.0
    
    
    
    Proceeds from the sale of property, plant and equipment
    
    
    1.1
    
    
    
    .1Total cash sources
    
    $
    41.8
    
    
    $
    2.6Cash UsesCapital expenditures
    
    $
    8.0
    
    
    $
    6.2Payment of debt and capital lease obligations
    
    
    .9
    
    
    
    .6Dividends
    
    
    2.3
    
    
    
    2.3Income tax payments
    
    
    
    
    
    
    .8Other
    
    
    
    
    
    
    .1Total cash uses
    
    $
    11.2
    
    
    $
    10.0Increase (decrease) in cash
    
    $
    30.6
    
    
    $
    (7.4
    )
 Investing Activities
 45




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Financing Activities
     46




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##### Table of Contents



Long-Term DebtStandard & Poors
    
    BBBMoodys
    
    Baa2
   Off-Balance Sheet Arrangements
  47




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##### Table of Contents



Aggregate Contractual Obligations
  Payments Due by PeriodApr. 2010-
    
    Apr. 2011-
    
    Apr. 2013-
    
    AfterIn Thousands
    
    Total
    
    Mar. 2011
    
    Mar. 2013
    
    Mar. 2015
    
    Mar. 2015Contractual obligations:Total debt, net of interest
    
    $
    572,952
    
    
    $
    20,000
    
    
    $
    180,000
    
    
    $
    
    
    
    $
    372,952Capital lease obligations,
net of interest
    
    
    62,170
    
    
    
    3,851
    
    
    
    8,094
    
    
    
    9,431
    
    
    
    40,794Estimated interest on
long-term debt and capital
lease obligations (1)
    
    
    195,176
    
    
    
    32,767
    
    
    
    62,363
    
    
    
    49,130
    
    
    
    50,916Purchase obligations (2)
    
    
    371,438
    
    
    
    89,145
    
    
    
    178,290
    
    
    
    104,003
    
    
    
    Other long-term liabilities (3)
    
    
    112,975
    
    
    
    7,370
    
    
    
    14,590
    
    
    
    13,046
    
    
    
    77,969Operating leases
    
    
    37,932
    
    
    
    3,717
    
    
    
    5,894
    
    
    
    4,714
    
    
    
    23,607Long-term contractual
arrangements (4)
    
    
    20,183
    
    
    
    6,686
    
    
    
    9,827
    
    
    
    3,455
    
    
    
    215Postretirement obligations
    
    
    45,036
    
    
    
    2,638
    
    
    
    5,446
    
    
    
    5,871
    
    
    
    31,081Purchase orders (5)
    
    
    32,364
    
    
    
    32,364
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,450,226
    
    
    $
    198,538
    
    
    $
    464,504
    
    
    $
    189,650
    
    
    $
    597,534
 (1)
    
    Includes interest payments based on contractual terms and current interest rates for variable
rate debt.(2)
    
    Represents an estimate of the Companys obligation to purchase 17.5 million cases of
finished product on an annual basis through May 2014 from South Atlantic Canners, a
manufacturing cooperative.(3)
    
    Includes obligations under executive benefit plans, unrecognized income tax benefits, the
liability to exit from a multi-employer pension plan and other long-term liabilities.(4)
    
    Includes contractual arrangements with certain prestige properties, athletics venues and
other locations, and other long-term marketing commitments.(5)
    
    Purchase orders include commitments in which a written purchase order has been issued to a
vendor, but the goods have not been received or the services have not been performed.     48




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##### Table of Contents



Hedging Activities
 Interest Rate Hedging
     Fuel Hedging
      49




---



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Aluminum Hedging
    50




---



##### Table of Contents



Cautionary Information Regarding Forward-Looking Statements
  
    
    the Companys belief that other parties to certain contractual arrangements will perform
their obligations;
    
    potential marketing funding support from The Coca-Cola Company and other beverage
companies;
    
    the Companys belief that disposition of certain claims and legal proceedings will not
have a material adverse effect on its financial condition, cash flows or results of
operations and that no material amount of loss in excess of recorded amounts is reasonably
possible;
    
    managements belief that the Company has adequately provided for any ultimate amounts
that are likely to result from tax audits;
    
    managements belief that the Company has sufficient resources available to finance its
business plan, meet its working capital requirements and maintain an appropriate level of
capital spending;
    
    the Companys belief that the cooperatives whose debt and lease obligations the Company
guarantees have sufficient assets and the ability to adjust selling prices of their
products to adequately mitigate the risk of material loss and that the cooperatives will
perform their obligations under their debt and lease agreements;
    
    the Companys key priorities which are revenue management, product innovation and
beverage portfolio expansion, distribution cost management and productivity;
    
    the Companys hypothetical calculation of the impact of a 1% increase in interest rates
on outstanding floating rate debt and capital lease obligations for the next twelve months
as of April 4, 2010;
    
    the Companys belief that cash contributions in 2010 to its two Company-sponsored
pension plans will be approximately $6.5 million;
    
    the Companys belief that postretirement medical care payments are expected to be
approximately $2.5 million in 2010;
    
    the Companys expectation that additions to property, plant and equipment in 2010 will
be in the range of $50 million to $60 million;
    
    the Companys beliefs and estimates regarding the impact of the adoption of certain new
accounting pronouncements;
    
    the Companys beliefs that the growth prospects of Company-owned or exclusive licensed
brands appear promising and the cost of developing, marketing and distributing these brands
may be significant;
    
    the Companys belief that all of the banks participating in the Companys $200 million
facility have the ability to and will meet any funding requests from the Company;
    
    the Companys belief that it is competitive in its territories with respect to the
principal methods of competition in the nonalcoholic beverage industry;
    
    the Companys estimate that a 10% increase in the market price of certain commodities
over the current market prices would cumulatively increase costs during the next 12 months
by approximately $24 million assuming no change in volume;
    
    the Companys belief that innovation of new brands and packages will continue to be
critical to the Companys overall revenue;
    
    the Companys belief that the risk of loss with respect to funds deposited with banks is
minimal; and
 51




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##### Table of Contents




    
    the Companys expectation that uncertain tax positions may change over the next 12
months as a result of tax audits but will not have a significant impact on the consolidated
financial statements.
   52




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Debt and Derivative Financial Instruments
   Raw Material and Commodity Price Risk
    53




---



##### Table of Contents



Effects of Changing Prices
  
 Item 4. Controls and Procedures.
   54




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##### Table of Contents



Item 1A. Risk Factors.
  Increases in the cost of employee benefits, including current employees medical benefits and
postretirement benefits, could impact the Companys financial results and cash flow.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  55




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##### Table of Contents



Item 6. Exhibits.
 ExhibitNumber
    
    Description4.1
    
    The registrant, by signing this report, agrees to furnish the Securities and
Exchange Commission, upon its request, a copy of any instrument which defines the
rights of holders of long-term debt of the registrant and its consolidated
subsidiaries which authorizes a total amount of securities not in excess of 10 percent
of the total assets of the registrant and its subsidiaries on a consolidated basis.12
    
    Ratio of earnings to fixed charges (filed herewith).31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).32
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 56




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##### Table of Contents



COCA-COLA BOTTLING CO. CONSOLIDATED

               
         (REGISTRANT)Date:  May 13, 2010
    By:
    /s/  James E. HarrisJames E. HarrisPrincipal Financial Officer of the Registrant
and
Senior Vice President and Chief Financial Officer Date:  May 13, 2010
    By:
    /s/ William J. BilliardWilliam J. BilliardPrincipal Accounting Officer of the Registrant
and
Vice President, Controller and Chief Accounting Officer 57