##### 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 3, 2011
 Commission File Number 0-9286
 COCA-COLA BOTTLING CO. CONSOLIDATED
 
  Delaware
    
    56-0950585(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)
 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
 (704) 557-4400  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    

Outstanding
at April 29, 2011Common Stock, $1.00 Par Value
    
    
    7,141,447Class B Common Stock, $1.00 Par Value
    
    
    2,066,522




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##### 



COCA-COLA BOTTLING CO. CONSOLIDATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED APRIL 3, 2011
 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
    
    
    52Item 4.
    
    Controls and Procedures
    
    
    53PART II  OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    54Item 6.
    
    Exhibits
    
    
    55Signatures
    
    
    56EX-12EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Item 1. Financial Statements.
  
 
 First Quarter2011
    
    
    2010Net sales
    
    $
    359,629
    
    
    $
    347,498Cost of sales
    
    
    210,468
    
    
    
    200,795Gross margin
    
    
    149,161
    
    
    
    146,703Selling, delivery and administrative expenses
    
    
    129,982
    
    
    
    129,044Income from operations
    
    
    19,179
    
    
    
    17,659Interest expense, net
    
    
    8,769
    
    
    
    8,810Income before income taxes
    
    
    10,410
    
    
    
    8,849Income tax expense
    
    
    3,941
    
    
    
    3,714Net income
    
    
    6,469
    
    
    
    5,135Less: Net income attributable to the
noncontrolling interest
    
    
    556
    
    
    
    475Net income attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    5,913
    
    
    $
    4,660Basic net income per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    .64
    
    
    $
    .51Weighted average number of Common Stock
shares outstanding
    
    
    7,141
    
    
    
    7,141Class B Common Stock
    
    $
    .64
    
    
    $
    .51Weighted average number of Class B Common
Stock shares outstanding
    
    
    2,051
    
    
    
    2,029Diluted net income per share based on
net income attributable to Coca-Cola
Bottling Co. Consolidated:Common Stock
    
    $
    .64
    
    
    $
    .51Weighted average number of Common Stock
shares outstanding  assuming dilution
    
    
    9,232
    
    
    
    9,210Class B Common Stock
    
    $
    .64
    
    
    $
    .50Weighted average number of Class B Common
Stock shares outstanding  assuming dilution
    
    
    2,091
    
    
    
    2,069Cash dividends per share:Common Stock
    
    $
    .25
    
    
    $
    .25Class B Common Stock
    
    $
    .25
    
    
    $
    .25
  3




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##### Table of Contents



April 3,
    
    
    Jan. 2,
    
    
    April 4,2011
    
    
    2011
    
    
    2010ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    30,382
    
    
    $
    45,872
    
    
    $
    48,325Restricted cash
    
    
    3,500
    
    
    
    3,500
    
    
    
    4,500Accounts receivable, trade, less allowance for
doubtful accountsof $1,442, $1,300 and $2,056,
respectively
    
    
    110,809
    
    
    
    96,787
    
    
    
    111,397Accounts receivable from The Coca-Cola Company
    
    
    15,256
    
    
    
    12,081
    
    
    
    17,008Accounts receivable, other
    
    
    8,450
    
    
    
    15,829
    
    
    
    11,026Inventories
    
    
    72,606
    
    
    
    64,870
    
    
    
    64,734Prepaid expenses and other current assets
    
    
    27,306
    
    
    
    25,760
    
    
    
    32,590Total current assets
    
    
    268,309
    
    
    
    264,699
    
    
    
    289,580Property, plant and equipment, net
    
    
    319,682
    
    
    
    322,143
    
    
    
    321,488Leased property under capital leases, net
    
    
    64,188
    
    
    
    46,856
    
    
    
    50,375Other assets
    
    
    51,457
    
    
    
    46,332
    
    
    
    46,796Franchise rights
    
    
    520,672
    
    
    
    520,672
    
    
    
    520,672Goodwill
    
    
    102,049
    
    
    
    102,049
    
    
    
    102,049Other identifiable intangible assets, net
    
    
    4,748
    
    
    
    4,871
    
    
    
    5,227Total
    
    $
    1,331,105
    
    
    $
    1,307,622
    
    
    $
    1,336,187
  4




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##### Table of Contents



April 3,
    
    
    Jan. 2,
    
    
    April 4,2011
    
    
    2011
    
    
    2010LIABILITIES AND EQUITYCurrent Liabilities:Current portion of debt
    
    $
    
    
    
    $
    
    
    
    $
    20,000Current portion of obligations under capital leases
    
    
    3,946
    
    
    
    3,866
    
    
    
    3,851Accounts payable, trade
    
    
    41,997
    
    
    
    41,878
    
    
    
    36,869Accounts payable to The Coca-Cola Company
    
    
    34,744
    
    
    
    25,058
    
    
    
    43,542Other accrued liabilities
    
    
    69,809
    
    
    
    69,471
    
    
    
    65,279Accrued compensation
    
    
    13,730
    
    
    
    30,944
    
    
    
    12,813Accrued interest payable
    
    
    10,061
    
    
    
    5,523
    
    
    
    10,062Total current liabilities
    
    
    174,287
    
    
    
    176,740
    
    
    
    192,416Deferred income taxes
    
    
    144,972
    
    
    
    143,962
    
    
    
    159,591Pension and postretirement benefit obligations
    
    
    113,291
    
    
    
    114,163
    
    
    
    89,356Other liabilities
    
    
    112,242
    
    
    
    109,882
    
    
    
    108,980Obligations under capital leases
    
    
    72,925
    
    
    
    55,395
    
    
    
    58,319Long-term debt
    
    
    523,101
    
    
    
    523,063
    
    
    
    552,952Total liabilities
    
    
    1,140,818
    
    
    
    1,123,205
    
    
    
    1,161,614Commitments and Contingencies(Note 14)Equity:Common Stock, $1.00 par value:Authorized  30,000,000 shares;Issued  10,203,821 shares
    
    
    10,204
    
    
    
    10,204
    
    
    
    10,204Class B Common Stock, $1.00 par value:Authorized  10,000,000 shares;Issued  2,694,636, 2,672,316 and 2,672,316 shares,
respectively
    
    
    2,693
    
    
    
    2,671
    
    
    
    2,671Capital in excess of par value
    
    
    106,140
    
    
    
    104,835
    
    
    
    104,758Retained earnings
    
    
    138,489
    
    
    
    134,872
    
    
    
    110,364Accumulated other comprehensive loss
    
    
    (63,063
    )
    
    
    (63,433
    )
    
    
    (45,449
    )194,463
    
    
    
    189,149
    
    
    
    182,548Less-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
    
    
    133,209
    
    
    
    127,895
    
    
    
    121,294Noncontrolling interest
    
    
    57,078
    
    
    
    56,522
    
    
    
    53,279Total equity
    
    
    190,287
    
    
    
    184,417
    
    
    
    174,573Total
    
    $
    1,331,105
    
    
    $
    1,307,622
    
    
    $
    1,336,187
  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 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
    
    
    $
    174,573Balance on Jan. 2, 2011
    
    $
    10,204
    
    
    $
    2,671
    
    
    $
    104,835
    
    
    $
    134,872
    
    
    $
    (63,433
    )
    
    $
    (61,254
    )
    
    $
    127,895
    
    
    $
    56,522
    
    
    $
    184,417Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,913
    
    
    
    
    
    
    
    
    
    
    
    5,913
    
    
    
    556
    
    
    
    6,469Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (4
    )Pension and postretirement
benefit adjustments,net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    374
    
    
    
    
    
    
    
    374
    
    
    
    
    
    
    
    374Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,283
    
    
    
    556
    
    
    
    6,839Cash
dividends paidCommon ($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,785
    )
    
    
    
    
    
    
    
    
    
    
    (1,785
    )
    
    
    
    
    
    
    (1,785
    )Class B Common($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (511
    )
    
    
    
    
    
    
    
    
    
    
    (511
    )
    
    
    
    
    
    
    (511
    )Issuance of 22,320 shares of
Class B Common Stock
    
    
    
    
    
    
    22
    
    
    
    1,305
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,327
    
    
    
    
    
    
    
    1,327Balance on April 3, 2011
    
    $
    10,204
    
    
    $
    2,693
    
    
    $
    106,140
    
    
    $
    138,489
    
    
    $
    (63,063
    )
    
    $
    (61,254
    )
    
    $
    133,209
    
    
    $
    57,078
    
    
    $
    190,287
  6




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##### Table of Contents



First Quarter2011
    
    
    2010Cash Flows from Operating ActivitiesNet income
    
    $
    6,469
    
    
    $
    5,135Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation expense
    
    
    14,826
    
    
    
    14,537Amortization of intangibles
    
    
    123
    
    
    
    123Deferred income taxes
    
    
    839
    
    
    
    1,146Loss on sale of property, plant and equipment
    
    
    353
    
    
    
    444Amortization of debt costs
    
    
    569
    
    
    
    582Amortization of deferred gain related to terminated
interest rate agreements
    
    
    (304
    )
    
    
    (302
    )Stock compensation expense
    
    
    668
    
    
    
    585Increase in current assets less current liabilities
    
    
    (23,356
    )
    
    
    (19,321
    )Increase in other noncurrent assets
    
    
    (5,601
    )
    
    
    (766
    )Increase in other noncurrent liabilities
    
    
    2,340
    
    
    
    3,561Other
    
    
    (6
    )
    
    
    (6
    )Total adjustments
    
    
    (9,549
    )
    
    
    583Net cash provided by (used in) operating activities
    
    
    (3,080
    )
    
    
    5,718Cash Flows from Investing ActivitiesAdditions to property, plant and equipment
    
    
    (9,069
    )
    
    
    (7,977
    )Proceeds from the sale of property, plant and equipment
    
    
    22
    
    
    
    1,062Net cash used in investing activities
    
    
    (9,047
    )
    
    
    (6,915
    )Cash Flows from Financing ActivitiesProceeds from lines of credit, net
    
    
    
    
    
    
    20,000Borrowings (payments) under revolving credit facility
    
    
    
    
    
    
    15,000Cash dividends paid
    
    
    (2,296
    )
    
    
    (2,291
    )Principal payments on capital lease obligations
    
    
    (941
    )
    
    
    (937
    )Other
    
    
    (126
    )
    
    
    (20
    )Net cash provided by (used in) financing activities
    
    
    (3,363
    )
    
    
    31,752Net increase (decrease) in cash
    
    
    (15,490
    )
    
    
    30,555Cash at beginning of period
    
    
    45,872
    
    
    
    17,770Cash at end of period
    
    $
    30,382
    
    
    $
    48,325Significant non-cash investing and financing activities:Issuance of Class B Common Stock in connection with stock award
    
    $
    1,327
    
    
    $
    1,316Capital lease obligations incurred
    
    
    18,552
    
    
    
    
  7




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##### Table of Contents



8




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##### Table of Contents



April 3,
    
    Jan. 2,
    
    April 4,In Thousands
    
    2011
    
    2011
    
    2010Finished products
    
    $
    43,163
    
    
    $
    36,484
    
    
    $
    38,336Manufacturing materials
    
    
    10,967
    
    
    
    10,619
    
    
    
    8,528Plastic shells, plastic pallets and other inventories
    
    
    18,476
    
    
    
    17,767
    
    
    
    17,870Total inventories
    
    $
    72,606
    
    
    $
    64,870
    
    
    $
    64,734
   April 3,
    
    Jan. 2,
    
    April 4,
    
    EstimatedIn Thousands
    
    2011
    
    2011
    
    2010
    
    Useful LivesLand
    
    $
    12,751
    
    
    $
    12,965
    
    
    $
    12,671Buildings
    
    
    119,339
    
    
    
    119,471
    
    
    
    111,387
    
    
    10-50 yearsMachinery and equipment
    
    
    140,347
    
    
    
    136,821
    
    
    
    130,097
    
    
    5-20 yearsTransportation equipment
    
    
    150,624
    
    
    
    147,960
    
    
    
    152,012
    
    
    4-17 yearsFurniture and fixtures
    
    
    37,902
    
    
    
    37,120
    
    
    
    34,484
    
    
    4-10 yearsCold drink dispensing equipment
    
    
    313,522
    
    
    
    312,176
    
    
    
    313,333
    
    
    6-15 yearsLeasehold and land improvements
    
    
    71,380
    
    
    
    69,996
    
    
    
    65,350
    
    
    5-20 yearsSoftware for internal use
    
    
    71,419
    
    
    
    70,891
    
    
    
    67,366
    
    
    3-10 yearsConstruction in progress
    
    
    4,580
    
    
    
    8,733
    
    
    
    6,388Total property, plant and equipment, at cost
    
    
    921,864
    
    
    
    916,133
    
    
    
    893,088Less: Accumulated depreciation
and amortization
    
    
    602,182
    
    
    
    593,990
    
    
    
    571,600Property, plant and equipment, net
    
    $
    319,682
    
    
    $
    322,143
    
    
    $
    321,488
  9




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##### Table of Contents



April 3,
    
    Jan. 2,
    
    April 4,
    
    EstimatedIn Thousands
    
    2011
    
    2011
    
    2010
    
    Useful LivesLeased property under capital leases
    
    $
    95,428
    
    
    $
    76,877
    
    
    $
    76,877
    
    
    3-20 yearsLess: Accumulated amortization
    
    
    31,240
    
    
    
    30,021
    
    
    
    26,502Leased property under capital leases, net
    
    $
    64,188
    
    
    $
    46,856
    
    
    $
    50,375
        April 3,
    
    Jan. 2,
    
    April 4,
    
    EstimatedIn Thousands
    
    2011
    
    2011
    
    2010
    
    Useful LivesOther identifiable intangible assets
    
    $
    8,675
    
    
    $
    8,675
    
    
    $
    8,665
    
    
    1-20 yearsLess: Accumulated amortization
    
    
    3,927
    
    
    
    3,804
    
    
    
    3,438Other identifiable intangible assets, net
    
    $
    4,748
    
    
    $
    4,871
    
    
    $
    5,227
  10




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##### Table of Contents



April 3,
    
    Jan. 2,
    
    April 4,In Thousands
    
    2011
    
    2011
    
    2010Accrued marketing costs
    
    $
    9,598
    
    
    $
    15,894
    
    
    $
    9,047Accrued insurance costs
    
    
    17,133
    
    
    
    18,005
    
    
    
    18,561Accrued taxes (other than income taxes)
    
    
    1,731
    
    
    
    2,023
    
    
    
    1,793Accrued income taxes
    
    
    6,925
    
    
    
    4,839
    
    
    
    Employee benefit plan accruals
    
    
    10,475
    
    
    
    9,790
    
    
    
    9,827Checks and transfers yet to be presented for
payment from zero balance cash accounts
    
    
    14,847
    
    
    
    8,532
    
    
    
    18,640All other accrued liabilities
    
    
    9,100
    
    
    
    10,388
    
    
    
    7,411Total other accrued liabilities
    
    $
    69,809
    
    
    $
    69,471
    
    
    $
    65,279
   Interest
    
    Interest
    
    April 3,
    
    Jan. 2,
    
    April 4,In Thousands
    
    Maturity
    
    Rate
    
    Paid
    
    2011
    
    2011
    
    2010Revolving Credit Facility
    
    
    2012
    
    
    
    
    
    
    Varies
    
    $
    
    
    
    $
    
    
    
    $
    30,000Line of Credit
    
    
    
    
    
    
    
    
    
    Varies
    
    
    
    
    
    
    
    
    
    
    20,000Senior Notes
    
    
    2012
    
    
    
    5.00
    %
    
    Semi-annually
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000Senior Notes
    
    
    2015
    
    
    
    5.30
    %
    
    Semi-annually
    
    
    100,000
    
    
    
    100,000
    
    
    
    100,000Senior Notes
    
    
    2016
    
    
    
    5.00
    %
    
    Semi-annually
    
    
    164,757
    
    
    
    164,757
    
    
    
    164,757Senior Notes
    
    
    2019
    
    
    
    7.00
    %
    
    Semi-annually
    
    
    110,000
    
    
    
    110,000
    
    
    
    110,000Unamortized discount on
Senior Notes
    
    
    2019
    
    
    
    
    
    
    
    
    
    (1,656
    )
    
    
    (1,694
    )
    
    
    (1,805
    )523,101
    
    
    
    523,063
    
    
    
    572,952Less: Current portion of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    $
    523,101
    
    
    $
    523,063
    
    
    $
    552,952
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Interest
     Commodities
   13




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First QuarterIn Thousands
    
    Classification of Gain (Loss)
    
    2011
    
    2010Fuel hedges  contract premium
and contract settlement
    
    S,D&A expenses
    
    $
    171
    
    
    $
    (110
    )Fuel hedges  mark-to-market
adjustment
    
    S,D&A expenses
    
    
    (146
    )
    
    
    (291
    )Aluminum hedges  contract
premium and contract settlement
    
    Cost of sales
    
    
    521
    
    
    
    (23
    )Aluminum hedges  mark-to-market
adjustment
    
    Cost of sales
    
    
    (508
    )
    
    
    536Total Net Gain
    
    
    
    $
    38
    
    
    $
    112
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Balance Sheet
    
    Apr. 3,
    
    Jan. 2,
    
    Apr. 4,In Thousands
    
    Classification
    
    2011
    
    2011
    
    2010Fuel hedges at fair market value
    
    Prepaid expenses and other current assets
    
    $
    25
    
    
    $
    171
    
    
    $
    1,325Unamortized cost of fuel
hedging agreements
    
    Prepaid expenses and other current assets
    
    
    631
    
    
    
    
    
    
    
    674Aluminum hedges at fair market
value
    
    Prepaid expenses and other current assets
    
    
    6,158
    
    
    
    6,666
    
    
    
    5,017Unamortized cost of aluminum
hedging agreements
    
    Prepaid expenses and other current assets
    
    
    2,029
    
    
    
    2,453
    
    
    
    1,369Total
    
    
    
    $
    8,843
    
    
    $
    9,290
    
    
    $
    8,385Aluminum hedges at fair market value
    
    Other assets
    
    $
    
    
    
    $
    
    
    
    $
    5,971Unamortized cost of aluminum
hedging agreements
    
    Other assets
    
    
    
    
    
    
    
    
    
    
    2,029Total
    
    
    
    $
    
    
    
    $
    
    
    
    $
    8,000
  Notional
    
    LatestIn Millions
    
    Amount
    
    MaturityFuel hedging agreements
    
    $
    20.9
    
    
    December 2011Aluminum hedging agreements
    
    
    23.0
    
    
    December 2011
   Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable
  Public Debt Securities
  15




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Non-Public Variable Rate Debt
  Deferred Compensation Plan Assets/Liabilities
  Derivative Financial Instruments
   Apr. 3, 2011
    
    Jan. 2, 2011
    
    Apr. 4, 2010Carrying
    
    Fair
    
    Carrying
    
    Fair
    
    Carrying
    
    FairIn Thousands
    
    Amount
    
    Value
    
    Amount
    
    Value
    
    Amount
    
    ValuePublic debt securities
    
    $
    (523,101
    )
    
    $
    (564,527
    )
    
    $
    (523,063
    )
    
    $
    (564,671
    )
    
    $
    (522,952
    )
    
    $
    (556,459
    )Non-public variable rate debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,000
    )
    
    
    (50,000
    )Deferred compensation plan
assets
    
    
    9,934
    
    
    
    9,934
    
    
    
    9,780
    
    
    
    9,780
    
    
    
    9,098
    
    
    
    9,098Deferred compensation plan
liabilities
    
    
    (9,934
    )
    
    
    (9,934
    )
    
    
    (9,780
    )
    
    
    (9,780
    )
    
    
    (9,098
    )
    
    
    (9,098
    )Fuel hedging agreements
    
    
    25
    
    
    
    25
    
    
    
    171
    
    
    
    171
    
    
    
    1,325
    
    
    
    1,325Aluminum hedging agreements
    
    
    6,158
    
    
    
    6,158
    
    
    
    6,666
    
    
    
    6,666
    
    
    
    10,988
    
    
    
    10,988
      16




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Apr. 3, 2011
    
    Jan. 2, 2011
    
    Apr. 4, 2010In Thousands
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2AssetsDeferred compensation plan assets
    
    $
    9,934
    
    
    
    
    
    
    $
    9,780
    
    
    
    
    
    
    $
    9,098Fuel hedging agreements
    
    
    
    
    
    $
    25
    
    
    
    
    
    
    $
    171
    
    
    
    
    
    
    $
    1,325Aluminum hedging agreements
    
    
    
    
    
    
    6,158
    
    
    
    
    
    
    
    6,666
    
    
    
    
    
    
    
    10,988LiabilitiesDeferred compensation plan liabilities
    
    
    9,934
    
    
    
    
    
    
    
    9,780
    
    
    
    
    
    
    
    9,098
       Apr. 3,
    
    Jan. 2,
    
    Apr. 4,In Thousands
    
    2011
    
    2011
    
    2010Accruals for executive benefit plans
    
    $
    93,142
    
    
    $
    90,906
    
    
    $
    87,787Other
    
    
    19,100
    
    
    
    18,976
    
    
    
    21,193Total other liabilities
    
    $
    112,242
    
    
    $
    109,882
    
    
    $
    108,980
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First QuarterIn Thousands
    
    2011
    
    2010Statutory expense
    
    $
    3,449
    
    
    $
    2,931State income taxes, net of federal effect
    
    
    430
    
    
    
    354Manufacturing deduction benefit
    
    
    (318
    )
    
    
    (394
    )Meals and entertainment
    
    
    135
    
    
    
    116Adjustment for uncertain tax positions
    
    
    153
    
    
    
    161Tax law change related to Medicare Part D subsidy
    
    
    
    
    
    
    464Other, net
    
    
    92
    
    
    
    82Income tax expense
    
    $
    3,941
    
    
    $
    3,714
      20




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Jan. 2,
    
    Pre-tax
    
    Tax
    
    Apr. 3,In Thousands
    
    2011
    
    Activity
    
    Effect
    
    2011Net pension activity:Actuarial loss
    
    $
    (51,822
    )
    
    $
    518
    
    
    $
    (204
    )
    
    $
    (51,508
    )Prior service costs
    
    
    (43
    )
    
    
    4
    
    
    
    (2
    )
    
    
    (41
    )Net postretirement benefits activity:Actuarial loss
    
    
    (17,875
    )
    
    
    530
    
    
    
    (209
    )
    
    
    (17,554
    )Prior service costs
    
    
    6,292
    
    
    
    (429
    )
    
    
    169
    
    
    
    6,032Transition asset
    
    
    11
    
    
    
    (5
    )
    
    
    2
    
    
    
    8Foreign currency translation adjustment
    
    
    4
    
    
    
    (6
    )
    
    
    2
    
    
    
    Total
    
    $
    (63,433
    )
    
    $
    612
    
    
    $
    (242
    )
    
    $
    (63,063
    )
 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
    )
 21




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sm
      22




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Pension Plans
   First QuarterIn Thousands
    
    2011
    
    
    2010Service cost
    
    $
    25
    
    
    $
    19Interest cost
    
    
    3,085
    
    
    
    2,857Expected return on plan assets
    
    
    (2,922
    )
    
    
    (2,868
    )Amortization of prior service cost
    
    
    4
    
    
    
    4Recognized net actuarial loss
    
    
    518
    
    
    
    1,495Net periodic pension cost
    
    $
    710
    
    
    $
    1,507
  23




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Postretirement Benefits
   First QuarterIn Thousands
    
    2011
    
    
    2010Service cost
    
    $
    242
    
    
    $
    195Interest cost
    
    
    708
    
    
    
    626Amortization of unrecognized transitional assets
    
    
    (5
    )
    
    
    (6
    )Recognized net actuarial loss
    
    
    530
    
    
    
    341Amortization of prior service cost
    
    
    (429
    )
    
    
    (446
    )Net periodic postretirement benefit cost
    
    $
    1,046
    
    
    $
    710
 401(k) Savings Plan
  Multi-Employer Benefits
  24




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First QuarterIn Millions
    
    2011
    
    
    2010Payments by the Company for concentrate, syrup,
sweetener and other purchases
    
    $
    90.9
    
    
    $
    92.0Marketing funding support payments to the Company
    
    
    (10.6
    )
    
    
    (10.2
    )Payments by the Company net of marketing funding support
    
    $
    80.3
    
    
    $
    81.8Payments by the Company for customer marketing programs
    
    $
    11.6
    
    
    $
    12.7Payments by the Company for cold drink equipment parts
    
    
    2.0
    
    
    
    1.7Fountain delivery and equipment repair fees paid to the Company
    
    
    2.8
    
    
    
    2.2Presence marketing funding support provided by
The Coca-Cola Company on the Companys behalf
    
    
    1.0
    
    
    
    1.1Payments to the Company to facilitate the distribution of
certain brandsand packages to other Coca-Cola bottlers
    
    
    .6
    
    
    
    .9
   25




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First QuarterIn Thousands
    
    2011
    
    2010Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    243,028
    
    
    $
    242,706Still beverages
    
    
    48,273
    
    
    
    41,872Total bottle/can sales
    
    
    291,301
    
    
    
    284,578Other sales:Sales to other Coca-Cola bottlers
    
    
    36,100
    
    
    
    33,661Post-mix and other
    
    
    32,228
    
    
    
    29,259Total other sales
    
    
    68,328
    
    
    
    62,920Total net sales
    
    $
    359,629
    
    
    $
    347,498
  27




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First QuarterIn Thousands (Except Per Share Data)
    
    2011
    
    
    2010Numerator for basic and diluted net income per
Common Stock and Class B Common Stock share:Net income attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    5,913
    
    
    $
    4,660Less dividends:Common Stock
    
    
    1,785
    
    
    
    1,785Class B Common Stock
    
    
    511
    
    
    
    506Total undistributed earnings
    
    $
    3,617
    
    
    $
    2,369Common Stock undistributed earnings
 basic
    
    $
    2,810
    
    
    $
    1,845Class B Common Stock undistributed earnings
 basic
    
    
    807
    
    
    
    524Total undistributed earnings  basic
    
    $
    3,617
    
    
    $
    2,369Common Stock undistributed earnings  diluted
    
    $
    2,798
    
    
    $
    1,837Class B Common Stock undistributed earnings
 diluted
    
    
    819
    
    
    
    532Total undistributed earnings  diluted
    
    $
    3,617
    
    
    $
    2,369Numerator for basic net income per Common
Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,785Common Stock undistributed earnings  basic
    
    
    2,810
    
    
    
    1,845Numerator for basic net income per Common
Stock share
    
    $
    4,595
    
    
    $
    3,630Numerator for basic net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    511
    
    
    $
    506Class B Common Stock undistributed earnings
 basic
    
    
    807
    
    
    
    524Numerator for basic net income per Class B
Common Stock share
    
    $
    1,318
    
    
    $
    1,030
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First QuarterIn Thousands (Except Per Share Data)
    
    2011
    
    
    2010Numerator for diluted net income per
Common Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,785Dividends on Class B Common Stock
assumed converted to Common Stock
    
    
    511
    
    
    
    506Common Stock undistributed earnings
 diluted
    
    
    3,617
    
    
    
    2,369Numerator for diluted net income per
Common Stock share
    
    $
    5,913
    
    
    $
    4,660Numerator for diluted net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    511
    
    
    $
    506Class B Common Stock undistributed earnings
 diluted
    
    
    819
    
    
    
    532Numerator for diluted net income per Class B
Common Stock share
    
    $
    1,330
    
    
    $
    1,038
 29




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First QuarterIn Thousands (Except Per Share Data)
    
    2011
    
    
    2010Denominator for basic net income per Common
Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  basic
    
    
    7,141
    
    
    
    7,141Class B Common Stock weighted average shares
outstanding  basic
    
    
    2,051
    
    
    
    2,029Denominator 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)
    
    
    9,232
    
    
    
    9,210Class B Common Stock weighted average shares
outstanding  diluted
    
    
    2,091
    
    
    
    2,069Basic net income per share:Common Stock
    
    $
    .64
    
    
    $
    .51Class B Common Stock
    
    $
    .64
    
    
    $
    .51Diluted net income per share:Common Stock
    
    $
    .64
    
    
    $
    .51Class B Common Stock
    
    $
    .64
    
    
    $
    .50
 
  (1)
    
    For purposes of the diluted net income per share computation for Common Stock, all shares of
Class B Common Stock are assumed to be converted; therefore, 100% of undistributed earnings is
allocated to Common Stock.(2)
    
    For purposes of the diluted net income per share computation for Class B Common Stock,
weighted average shares of Class B Common Stock are assumed to be outstanding for the entire
period and not converted.(3)
    
    Denominator for diluted net income per share for Common Stock and Class B Common Stock
includes the dilutive effect of shares relative to the Performance Unit Award.
 30




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First QuarterIn Thousands
    
    2011
    
    2010Accounts receivable, trade, net
    
    $
    (14,022
    )
    
    $
    (18,670
    )Accounts receivable from The Coca-Cola Company
    
    
    (3,175
    )
    
    
    (12,899
    )Accounts receivable, other
    
    
    7,379
    
    
    
    5,979Inventories
    
    
    (7,736
    )
    
    
    (5,612
    )Prepaid expenses and other current assets
    
    
    (1,475
    )
    
    
    2,401Accounts payable, trade
    
    
    (2,333
    )
    
    
    (1,605
    )Accounts payable to The Coca-Cola Company
    
    
    9,686
    
    
    
    15,662Other accrued liabilities
    
    
    337
    
    
    
    3,301Accrued compensation
    
    
    (16,555
    )
    
    
    (12,419
    )Accrued interest payable
    
    
    4,538
    
    
    
    4,541Increase in current assets less current liabilities
    
    $
    (23,356
    )
    
    $
    (19,321
    )
 Non-cash activity
    Recently Adopted Pronouncements
  32




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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 2011 (Q1 2011) and
changes from the first quarter of 2010 (Q1 2010).
    
    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 2011
compared to Q1 2010.
    
    Financial Condition  an analysis of the Companys financial condition as of the end of
Q1 2011 compared to year-end 2010 and the end of Q1 2010 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
    
    2011
    
    2010Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    243,028
    
    
    $
    242,706Still beverages
    
    
    48,273
    
    
    
    41,872Total bottle/can sales
    
    
    291,301
    
    
    
    284,578Other sales:Sales to other Coca-Cola bottlers
    
    
    36,100
    
    
    
    33,661Post-mix and other
    
    
    32,228
    
    
    
    29,259Total other sales
    
    
    68,328
    
    
    
    62,920Total net sales
    
    $
    359,629
    
    
    $
    347,498
 Areas of Emphasis
  Revenue Management
  34




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Product Innovation and Beverage Portfolio Expansion
   Distribution Cost Management
   
    
    bulk delivery for large supermarkets, mass merchandisers and club stores;
    
    advanced sales delivery for convenience stores, drug stores, small supermarkets and
certain on-premise accounts; and
    
    full service delivery for its full service vending customers.
  Productivity
  35




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Overview of Operations and Financial Condition
  Q1 2011
 
    
    a $.1 million pre-tax unfavorable mark-to-market adjustment to S,D&A expenses related to
the Companys 2011 fuel hedging program; and
    
    a $.5 million pre-tax unfavorable mark-to-market adjustment to cost of sales related the
Companys 2011 aluminum hedging program.
 Q1 2010
 
    
    a $.3 million pre-tax unfavorable mark-to-market adjustment to S,D&A expenses related to
the Companys 2010 fuel hedging program;
    
    a $.5 million pre-tax favorable mark-to-market adjustment to cost of sales related to
the Companys 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.
  First Quarter
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2011
    
    2010
    
    Change
    
    ChangeNet sales
    
    $
    359,629
    
    
    $
    347,498
    
    
    $
    12,131
    
    
    
    3.5Cost of sales
    
    
    210,468
    
    
    
    200,795
    
    
    
    9,673
    
    
    
    4.8Gross margin
    
    
    149,161
    
    
    
    146,703
    
    
    
    2,458
    
    
    
    1.7S,D&A expenses
    
    
    129,982
    
    
    
    129,044
    
    
    
    938
    
    
    
    0.7Income from operations
    
    
    19,179
    
    
    
    17,659
    
    
    
    1,520
    
    
    
    8.6Interest expense, net
    
    
    8,769
    
    
    
    8,810
    
    
    
    (41
    )
    
    
    (0.5
    )Income before income taxes
    
    
    10,410
    
    
    
    8,849
    
    
    
    1,561
    
    
    
    17.6Income tax expense
    
    
    3,941
    
    
    
    3,714
    
    
    
    227
    
    
    
    6.1Net income
    
    
    6,469
    
    
    
    5,135
    
    
    
    1,334
    
    
    
    26.0Net income attributable to the Company
    
    
    5,913
    
    
    
    4,660
    
    
    
    1,253
    
    
    
    26.9Basic net income per share:Common Stock
    
    $
    .64
    
    
    $
    .51
    
    
    $
    .13
    
    
    
    25.5Class B Common Stock
    
    $
    .64
    
    
    $
    .51
    
    
    $
    .13
    
    
    
    25.5Diluted net income per share:Common Stock
    
    $
    .64
    
    
    $
    .51
    
    
    $
    .13
    
    
    
    25.5Class B Common Stock
    
    $
    .64
    
    
    $
    .50
    
    
    $
    .14
    
    
    
    28.0
 36




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##### Table of Contents



Apr. 3,
    
    Jan. 2,
    
    Apr. 4,In Thousands
    
    2011
    
    2011
    
    2010Debt
    
    $
    523,101
    
    
    $
    523,063
    
    
    $
    572,952Capital lease obligations
    
    
    76,871
    
    
    
    59,261
    
    
    
    62,170Total debt and capital lease obligations
    
    
    599,972
    
    
    
    582,324
    
    
    
    635,122Less: Cash and cash equivalents
    
    
    33,882
    
    
    
    49,372
    
    
    
    52,825Total net debt and capital lease obligations (1)
    
    $
    566,090
    
    
    $
    532,952
    
    
    $
    582,297
 (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
  37




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New Accounting Pronouncements
 Recently Adopted Pronouncements
  Results of Operations
 Q1 2011 Compared to Q1 2010
 Net Sales
   Q1 2011
    
    
    Attributable to:(In Millions)$
    6.1
    
    
    2.2% increase in bottle/can sales price per unit
primarily due to an increase in sales price per unit
in sparkling beverages and a change in product mix
due to a higher percentage of still beverages sold
which have a higher sales price per unit3.1
    
    
    9.2% increase in sales price per unit of sales to other Coca-Cola bottlers primarily
due to an increase in sales price per unit in all product categories and a change in
product mix due to a higher percentage of still beverage sales which have a higher sales
price per unit2.0
    
    
    Increase in freight revenue1.1
    
    
    6.3% increase in post-mix sales volume0.6
    
    
    .2% increase in bottle/can volume primarily due to a volume increase in still
beverages partially offset by a volume decrease in sparkling beverages(0.8
    )
    
    Other$
    12.1
    
    
    Total increase in net sales
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##### Table of Contents



Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    Q1 2011
    
    Q1 2010
    
    % Increase (Decrease)Sparkling beverages (including
energy products)
    
    
    85.0
    %
    
    
    87.7
    %
    
    
    (2.9
    )Still beverages
    
    
    15.0
    %
    
    
    12.3
    %
    
    
    22.3Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    0.2
   Cost of Sales
   39




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##### Table of Contents



Q1 2011
    
    
    Attributable to:(In Millions)$
    5.0
    
    
    Increase in costs of raw materials such as plastic bottles and increase in percentage of purchased products
which have higher per unit costs1.8
    
    
    Increase in freight cost of sales0.7
    
    
    6.3% increase in post-mix sales volume0.5
    
    
    Increase in cost due to the Companys aluminum hedging program0.3
    
    
    .2% increase in bottle/can volume primarily due to a volume increase in still beverages
partially offset by a volume decrease in sparkling beverages1.4
    
    
    Other$
    9.7
    
    
    Total increase in cost of sales
     40




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##### Table of Contents



Gross Margin
   Q1 2011
    
    
    Attributable to:(In Millions)$
    6.1
    
    
    2.2% increase in bottle/can sales price per unit
primarily due to an increase in sales price per
unit in sparkling beverages and a change in
product mix due to a higher percentage of still
beverages sold which have a higher sales price
per unit(5.0
    )
    
    Increase in costs of raw materials such as plastic bottles and increase in percentage of
purchased products which have higher per unit costs3.1
    
    
    9.2% increase in sales price per unit of sales to other Coca-Cola bottlers primarily
due to an increase in sales price per unit in all product categories and a change in
product mix due to a higher percentage of still beverage sales which have a higher sales
price per unit(0.5
    )
    
    Increase in cost due to the Companys aluminum hedging program0.4
    
    

6.3%
increase in post-mix sales volume0.3
    
    
    .2% increase in bottle/can volume primarily due to a volume increase in still beverages
partially offset by a volume decrease in sparkling beverages0.2
    
    

Increase
in freight gross margin(2.2
    )
    
    Other$
    2.4
    
    
    Total increase in gross margin
   S,D&A Expenses
   41




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##### Table of Contents



Q1 2011
    
    
    Attributable to:(In Millions)$
    (1.3
    )
    
    Decrease in property and casualty insurance expense0.5
    
    
    Increase in marketing expense0.5
    
    
    Increase in fuel costs0.4
    
    
    Increase in employee salaries including bonus and incentive expense0.8
    
    
    Other$
    0.9
    
    
    Total increase in S,D&A expenses
      Interest Expense
  42




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##### Table of Contents



Income Taxes
  Noncontrolling Interest
  Financial Condition
    
    
    A decrease in accrued compensation of $17.2 million primarily due to the payment of bonuses
in March 2011.
    
    A decrease in cash and cash equivalents of $15.5 million primarily due to cash used in
operating activities.
    
    An increase in accounts receivable, trade of $14.0 million primarily due to normal seasonal
increase in sales.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $3.2 million and $9.7 million, respectively, primarily due to the timing
of payments.
    
    An increase in inventories of
$7.7 million due primarily to the timing of the Easter weekend
in the second quarter of 2011 (Easter weekend included in
Q1 2010) and the related promotional activities.
    
    An increase in accrued interest payable of $4.5 million due to the timing of payments.
  
    
    A decrease in the current portion of debt of $20.0 million due to lower borrowings on the
Companys uncommitted line of credit.
    
    A decrease in cash and cash equivalents of $17.9 million primarily due to payment of debt.
    
    A decrease in accounts receivable from and a decrease in accounts payable to The Coca-Cola
Company of $1.8 million and $8.8 million, respectively, primarily due to the timing of
payments.
    
    An increase in inventories of
$7.9 million due primarily to the timing of the Easter weekend in
the second quarter of 2011 (Easter weekend included in
Q1 2010) and the related promotional activities.
    
    An increase in accounts payable, trade of $5.1 million primarily due to the timing of
payments.
  43




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##### Table of Contents



Liquidity and Capital Resources
 Capital Resources
    Cash Sources and Uses
  44




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##### Table of Contents



First QuarterIn Millions
    
    2011
    
    2010Cash SourcesCash provided by operating activities (excluding income tax
and pension payments)
    
    $
    
    
    
    $
    5.7Proceeds from lines of credit, net
    
    
    
    
    
    
    20.0Proceeds from $200 million facility
    
    
    
    
    
    
    15.0Proceeds from the sale of property, plant and equipment
    
    
    
    
    
    
    1.1Total cash sources
    
    $
    
    
    
    $
    41.8Cash UsesCash used in operating activities (excluding income tax
and pension payments)
    
    $
    1.2
    
    
    $
    Capital expenditures
    
    
    9.1
    
    
    
    8.0Payment of debt and capital lease obligations
    
    
    .9
    
    
    
    .9Dividends
    
    
    2.3
    
    
    
    2.3Income tax payments
    
    
    1.0
    
    
    
    Pension payments
    
    
    .9
    
    
    
    Other
    
    
    .1
    
    
    
    Total cash uses
    
    $
    15.5
    
    
    $
    11.2Increase (decrease) in cash
    
    $
    (15.5
    )
    
    $
    30.6
 Investing Activities
  Financing Activities
  45




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##### Table of Contents



Long-Term DebtStandard & Poors
    
    BBBMoodys
    
    Baa2
   Off-Balance Sheet Arrangements
  46




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##### Table of Contents



Aggregate Contractual Obligations
  Payments Due by PeriodApr. 2011-
    
    Apr. 2012-
    
    Apr. 2014-
    
    AfterIn Thousands
    
    Total
    
    Mar. 2012
    
    Mar. 2014
    
    Mar. 2016
    
    Mar. 2016Contractual obligations:Total debt, net of interest
    
    $
    523,101
    
    
    $
    
    
    
    $
    150,000
    
    
    $
    100,000
    
    
    $
    273,101Capital lease obligations,
net of interest
    
    
    76,871
    
    
    
    3,946
    
    
    
    9,985
    
    
    
    12,045
    
    
    
    50,895Estimated interest on
long-term debt and capital
lease obligations (1)
    
    
    172,916
    
    
    
    34,082
    
    
    
    56,358
    
    
    
    45,017
    
    
    
    37,459Purchase obligations (2)
    
    
    290,193
    
    
    
    91,640
    
    
    
    183,280
    
    
    
    15,273
    
    
    
    Other long-term liabilities (3)
    
    
    114,195
    
    
    
    10,109
    
    
    
    15,783
    
    
    
    12,287
    
    
    
    76,016Operating leases
    
    
    25,797
    
    
    
    3,720
    
    
    
    6,140
    
    
    
    5,265
    
    
    
    10,672Long-term contractual
arrangements (4)
    
    
    19,281
    
    
    
    6,791
    
    
    
    9,723
    
    
    
    1,908
    
    
    
    859Postretirement obligations
    
    
    55,775
    
    
    
    3,361
    
    
    
    5,982
    
    
    
    6,561
    
    
    
    39,871Purchase orders (5)
    
    
    39,022
    
    
    
    39,022
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,317,151
    
    
    $
    192,671
    
    
    $
    437,251
    
    
    $
    198,356
    
    
    $
    488,873
 (1)
    
    Includes interest payments based on contractual terms and current interest
rates for variable rate debt.(2)
    
    Represents an estimate of the Companys obligation to purchase 17.5 million cases
of finished product on an annual basis through May 2014 from South Atlantic Canners, a
manufacturing cooperative.(3)
    
    Includes obligations under executive benefit plans, the liability to exit from a
multi-employer pension plan and other long-term liabilities.(4)
    
    Includes contractual arrangements with certain prestige properties, athletics
venues and other locations, and other long-term marketing commitments.(5)
    
    Purchase orders include commitments in which a written purchase order has been
issued to a vendor, but the goods have not been received or the services have not been
performed.     47




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##### Table of Contents



Hedging Activities
 Interest Rate Hedging
     Fuel Hedging
      48




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Aluminum Hedging
   49




---



##### Table of Contents



Cautionary Information Regarding Forward-Looking Statements
  
    
    the Companys belief that the covenants on its $200 million facility will not restrict
its liquidity or capital resources;
    
    the Companys belief that other parties to certain contractual arrangements will perform
their obligations;
    
    potential marketing funding support from The Coca-Cola Company and other beverage
companies;
    
    the Companys belief that disposition of certain claims and legal proceedings will not
have a material adverse effect on its financial condition, cash flows or results of
operations and that no material amount of loss in excess of recorded amounts is reasonably
possible as a result of these claims and legal proceedings;
    
    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 belief that cash contributions in 2011 to its two Company-sponsored
pension plans will be approximately $10 million;
    
    the Companys belief that postretirement medical care payments are expected to be
approximately $3 million in 2011;
    
    the Companys expectation that additions to property, plant and equipment in 2011 will
be in the range of $60 million to $70 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 $23 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;
 50




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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;
    
    the Companys belief that the risk of loss with respect to funds deposited with banks is
minimal;
    
    the Companys expectations that raw material costs will rise significantly in 2011 and
that gross margins will be lower throughout the remainder of 2011 compared to 2010; and
    
    the Companys intention to negotiate a new revolving credit facility during 2011.
   51




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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
    52




---



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Effects of Changing Prices
  
 Item 4. Controls and Procedures.
   53




---



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Item 1A. Risk Factors.
  54




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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).
 55




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##### Table of Contents



COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)Date:  May 12, 2011
    By:
    /s/  James E. HarrisJames E. HarrisPrincipal Financial Officer of the Registrant
and
Senior Vice President and Chief Financial OfficerDate:  May 12, 2011
    By:
    /s/ William J. BilliardWilliam J. BilliardPrincipal Accounting Officer of the Registrant
and
Vice President of Operations Finance and
Chief Accounting Officer 56