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 June 28, 2009
 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
  þ o
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
  Class
    
    Outstanding at July 31, 2009Common Stock, $1.00 Par Value
    
    
    7,141,447Class B Common Stock, $1.00 Par Value
    
    
    2,021,882




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##### 



COCA-COLA BOTTLING CO. CONSOLIDATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 28, 2009
 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
    
    
    38Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    63Item 4.
    
    Controls and Procedures
    
    
    64PART II  OTHER INFORMATIONItem 1A.
    
    Risk Factors
    
    
    65Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    66Item 6.
    
    Exhibits
    
    
    67Signatures
    
    
    68
 2




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##### 



Item 1. Financial Statements.
 
 
 Second Quarter
    
    
    First Half2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    377,749
    
    
    $
    396,003
    
    
    $
    714,010
    
    
    $
    733,677Cost of sales
    
    
    217,622
    
    
    
    224,123
    
    
    
    406,754
    
    
    
    421,879Gross margin
    
    
    160,127
    
    
    
    171,880
    
    
    
    307,256
    
    
    
    311,798Selling, delivery and administrative expenses
    
    
    129,449
    
    
    
    135,673
    
    
    
    255,437
    
    
    
    271,916Income from operations
    
    
    30,678
    
    
    
    36,207
    
    
    
    51,819
    
    
    
    39,882Interest expense
    
    
    9,935
    
    
    
    9,949
    
    
    
    19,193
    
    
    
    20,383Income before income taxes
    
    
    20,743
    
    
    
    26,258
    
    
    
    32,626
    
    
    
    19,499Income tax provision
    
    
    7,825
    
    
    
    9,743
    
    
    
    10,885
    
    
    
    7,658Net income
    
    
    12,918
    
    
    
    16,515
    
    
    
    21,741
    
    
    
    11,841Less: Net income attributable to the
noncontrolling interest
    
    
    731
    
    
    
    1,360
    
    
    
    1,023
    
    
    
    1,021Net income attributable to Coca-Cola
Bottling Co. Consolidated
    
    $
    12,187
    
    
    $
    15,155
    
    
    $
    20,718
    
    
    $
    10,820Basic net income per share based on net
income attributable to
Coca-Cola Bottling
Co. Consolidated:Common Stock
    
    $
    1.33
    
    
    $
    1.66
    
    
    $
    2.26
    
    
    $
    1.18Weighted average number of Common Stock
shares outstanding
    
    
    7,141
    
    
    
    6,644
    
    
    
    6,999
    
    
    
    6,644Class B Common Stock
    
    $
    1.33
    
    
    $
    1.66
    
    
    $
    2.26
    
    
    $
    1.18Weighted average number of Class B Common
Stock shares outstanding
    
    
    2,022
    
    
    
    2,500
    
    
    
    2,164
    
    
    
    2,500Diluted net income per share based on net
income attributable to
Coca-Cola Bottling
Co. Consolidated:Common Stock
    
    $
    1.32
    
    
    $
    1.65
    
    
    $
    2.25
    
    
    $
    1.18Weighted average number of Common Stock
shares outstanding  assuming dilution
    
    
    9,203
    
    
    
    9,164
    
    
    
    9,189
    
    
    
    9,157Class B Common Stock
    
    $
    1.32
    
    
    $
    1.65
    
    
    $
    2.25
    
    
    $
    1.18Weighted average number of Class B Common
Stock shares outstanding  assuming dilution
    
    
    2,062
    
    
    
    2,520
    
    
    
    2,190
    
    
    
    2,513Cash dividends per share:Common Stock
    
    $
    .25
    
    
    $
    .25
    
    
    $
    .50
    
    
    $
    .50Class B Common Stock
    
    $
    .25
    
    
    $
    .25
    
    
    $
    .50
    
    
    $
    .50
  3




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##### 



Unaudited
    
    
    
    
    
    
    UnauditedJune 28,
    
    
    Dec. 28,
    
    
    June 29,2009
    
    
    2008
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    33,453
    
    
    $
    45,407
    
    
    $
    9,323Restricted cash
    
    
    4,500
    
    
    
    
    
    
    
    Accounts receivable, trade, less allowance for doubtful
accounts 
of $2,101,
$1,188 and $916, respectively
    
    
    103,971
    
    
    
    99,849
    
    
    
    118,292Accounts receivable from The Coca-Cola Company
    
    
    22,721
    
    
    
    3,454
    
    
    
    17,243Accounts receivable, other
    
    
    15,576
    
    
    
    12,990
    
    
    
    11,381Inventories
    
    
    77,385
    
    
    
    65,497
    
    
    
    69,467Prepaid expenses and other current assets
    
    
    32,753
    
    
    
    21,121
    
    
    
    22,645Total current assets
    
    
    290,359
    
    
    
    248,318
    
    
    
    248,351Property, plant and equipment, net
    
    
    325,820
    
    
    
    338,156
    
    
    
    358,799Leased property under capital leases, net
    
    
    53,906
    
    
    
    66,730
    
    
    
    68,797Other assets
    
    
    41,454
    
    
    
    33,937
    
    
    
    38,058Franchise rights, net
    
    
    520,672
    
    
    
    520,672
    
    
    
    520,672Goodwill, net
    
    
    102,049
    
    
    
    102,049
    
    
    
    102,049Other identifiable intangible assets, net
    
    
    5,630
    
    
    
    5,910
    
    
    
    4,082Total
    
    $
    1,339,890
    
    
    $
    1,315,772
    
    
    $
    1,340,808
  4




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##### 



Unaudited
    
    
    
    
    
    
    UnauditedJune 28,
    
    
    Dec. 28,
    
    
    June 29,2009
    
    
    2008
    
    
    2008LIABIILITIES AND EQUITYCurrent Liabilities:Current portion of debt
    
    $
    2,440
    
    
    $
    176,693
    
    
    $
    119,253Current portion of obligations under capital leases
    
    
    3,674
    
    
    
    2,781
    
    
    
    2,690Accounts payable, trade
    
    
    42,843
    
    
    
    42,383
    
    
    
    45,457Accounts payable to The Coca-Cola Company
    
    
    50,054
    
    
    
    35,311
    
    
    
    40,882Other accrued liabilities
    
    
    77,762
    
    
    
    57,504
    
    
    
    56,321Accrued compensation
    
    
    19,965
    
    
    
    23,285
    
    
    
    14,446Accrued interest payable
    
    
    7,451
    
    
    
    8,139
    
    
    
    7,504Total current liabilities
    
    
    204,189
    
    
    
    346,096
    
    
    
    286,553Deferred income taxes
    
    
    139,328
    
    
    
    139,338
    
    
    
    169,664Pension and postretirement benefit obligations
    
    
    102,790
    
    
    
    107,005
    
    
    
    34,452Other liabilities
    
    
    108,098
    
    
    
    107,037
    
    
    
    96,311Obligations under capital leases
    
    
    61,217
    
    
    
    74,833
    
    
    
    76,246Long-term debt
    
    
    577,848
    
    
    
    414,757
    
    
    
    502,197Total liabilities
    
    
    1,193,470
    
    
    
    1,189,066
    
    
    
    1,165,423Commitments and Contingencies(Note 14)Equity:Common Stock, $1.00 par value:Authorized  30,000,000 shares;Issued  10,203,821, 9,706,051 and 9,706,051 shares,
respectively
    
    
    10,204
    
    
    
    9,706
    
    
    
    9,706Class B Common Stock, $1.00 par value:Authorized  10,000,000 shares;Issued  2,649,996, 3,127,766 and 3,127,766 shares,
respectively
    
    
    2,649
    
    
    
    3,127
    
    
    
    3,127Capital in excess of par value
    
    
    103,562
    
    
    
    103,582
    
    
    
    102,449Retained earnings
    
    
    95,158
    
    
    
    79,021
    
    
    
    85,322Accumulated other comprehensive loss
    
    
    (55,319
    )
    
    
    (57,873
    )
    
    
    (12,991
    )156,254
    
    
    
    137,563
    
    
    
    187,613Less-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
    
    
    95,000
    
    
    
    76,309
    
    
    
    126,359Noncontrolling interest
    
    
    51,420
    
    
    
    50,397
    
    
    
    49,026Total equity
    
    
    146,420
    
    
    
    126,706
    
    
    
    175,385Total
    
    $
    1,339,890
    
    
    $
    1,315,772
    
    
    $
    1,340,808
  5




---



##### 



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
December 30, 2007
    
    $
    9,706
    
    
    $
    3,107
    
    
    $
    102,469
    
    
    $
    79,227
    
    
    $
    (12,751
    )
    
    $
    (61,254
    )
    
    $
    120,504
    
    
    $
    48,005
    
    
    $
    168,509Comprehensive
income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,820
    
    
    
    
    
    
    
    
    
    
    
    10,820
    
    
    
    1,021
    
    
    
    11,841Foreign currency
translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    7Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133
    )
    
    
    
    
    
    
    (133
    )
    
    
    
    
    
    
    (133
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,694
    
    
    
    1,021
    
    
    
    11,715Adjustment to change
measurement date for
SFAS No. 158, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (153
    )
    
    
    (114
    )
    
    
    
    
    
    
    (267
    )
    
    
    
    
    
    
    (267
    )Cash dividends paid
Common
($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,322
    )
    
    
    
    
    
    
    
    
    
    
    (3,322
    )
    
    
    
    
    
    
    (3,322
    )Class B Common

($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,250
    )
    
    
    
    
    
    
    
    
    
    
    (1,250
    )
    
    
    
    
    
    
    (1,250
    )Issuance of 20,000
shares of Class B
Common Stock
    
    
    
    
    
    
    20
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance on
June 29, 2008
    
    $
    9,706
    
    
    $
    3,127
    
    
    $
    102,449
    
    
    $
    85,322
    
    
    $
    (12,991
    )
    
    $
    (61,254
    )
    
    $
    126,359
    
    
    $
    49,026
    
    
    $
    175,385Balance on
December 28, 2008
    
    $
    9,706
    
    
    $
    3,127
    
    
    $
    103,582
    
    
    $
    79,021
    
    
    $
    (57,873
    )
    
    $
    (61,254
    )
    
    $
    76,309
    
    
    $
    50,397
    
    
    $
    126,706Comprehensive
income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,718
    
    
    
    
    
    
    
    
    
    
    
    20,718
    
    
    
    1,023
    
    
    
    21,741Foreign currency
translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,556
    
    
    
    
    
    
    
    2,556
    
    
    
    
    
    
    
    2,556Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,272
    
    
    
    1,023
    
    
    
    24,295Cash dividends paid
Common
($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,446
    )
    
    
    
    
    
    
    
    
    
    
    (3,446
    )
    
    
    
    
    
    
    (3,446
    )Class B Common
($.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    
    
    
    
    
    
    
    
    (1,135
    )
    
    
    
    
    
    
    (1,135
    )Issuance of 20,000
shares of Class B
Common Stock
    
    
    
    
    
    
    20
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Class B
Common Stock into
Common Stock
    
    
    498
    
    
    
    (498
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance on
June 28, 2009
    
    $
    10,204
    
    
    $
    2,649
    
    
    $
    103,562
    
    
    $
    95,158
    
    
    $
    (55,319
    )
    
    $
    (61,254
    )
    
    $
    95,000
    
    
    $
    51,420
    
    
    $
    146,420
  6




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##### 



First Half2009
    
    
    2008Cash Flows from Operating ActivitiesNet income
    
    $
    21,741
    
    
    $
    11,841Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation expense
    
    
    30,415
    
    
    
    33,649Amortization of intangibles
    
    
    280
    
    
    
    220Deferred income taxes
    
    
    640
    
    
    
    7,658Losses on sale of property, plant and equipment
    
    
    355
    
    
    
    851Amortization of debt costs
    
    
    1,218
    
    
    
    1,225Amortization of deferred gain related to terminated
interest rate agreements
    
    
    (1,468
    )
    
    
    (853
    )Stock compensation expense
    
    
    1,164
    
    
    
    Increase in current assets less current liabilities
    
    
    (8,987
    )
    
    
    (34,324
    )Increase in other noncurrent assets
    
    
    (7,552
    )
    
    
    (2,490
    )Decrease in other noncurrent liabilities
    
    
    (9,684
    )
    
    
    (2,580
    )Other
    
    
    (3
    )
    
    
    (152
    )Total adjustments
    
    
    6,378
    
    
    
    3,204Net cash provided by operating activities
    
    
    28,119
    
    
    
    15,045Cash Flows from Investing ActivitiesAdditions to property, plant and equipment
    
    
    (17,224
    )
    
    
    (31,570
    )Proceeds from the sale of property, plant and equipment
    
    
    371
    
    
    
    266Investment in a plastic bottle manufacturing cooperative
    
    
    
    
    
    
    (968
    )Investment in restricted cash
    
    
    (4,500
    )
    
    
    Net cash used in investing activities
    
    
    (21,353
    )
    
    
    (32,272
    )Cash Flows from Financing ActivitiesProceeds from the issuance of long-term debt, net
    
    
    108,062
    
    
    
    Borrowing under revolving credit facility
    
    
    
    
    
    
    30,000Repayment  current portion of long-term debt
    
    
    (119,253
    )
    
    
    Repayments of lines of credit
    
    
    
    
    
    
    (7,400
    )Cash dividends paid
    
    
    (4,581
    )
    
    
    (4,572
    )Principal payments on capital lease obligations
    
    
    (1,480
    )
    
    
    (1,279
    )Payments for the termination of interest rate lock agreements
    
    
    (340
    )
    
    
    Debt issuance costs paid
    
    
    (1,042
    )
    
    
    Other
    
    
    (86
    )
    
    
    (70
    )Net cash provided by (used in) financing activities
    
    
    (18,720
    )
    
    
    16,679Net decrease in cash
    
    
    (11,954
    )
    
    
    (548
    )Cash at beginning of period
    
    
    45,407
    
    
    
    9,871Cash at end of period
    
    $
    33,453
    
    
    $
    9,323Significant non-cash investing and financing activities:Issuance of Class B Common Stock in connection with stock award
    
    $
    1,130
    
    
    $
    1,171Capital lease obligations incurred
    
    
    660
    
    
    
    
  7




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##### 



8




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##### 



June 28,
    
    Dec. 28,
    
    June 29,In Thousands
    
    2009
    
    2008
    
    2008Finished products
    
    $
    48,608
    
    
    $
    36,418
    
    
    $
    43,652Manufacturing materials
    
    
    8,863
    
    
    
    12,620
    
    
    
    8,431Plastic shells, plastic pallets and other inventories
    
    
    19,914
    
    
    
    16,459
    
    
    
    17,384Total inventories
    
    $
    77,385
    
    
    $
    65,497
    
    
    $
    69,467
 9




---



##### 



June 28,
    
    Dec. 28,
    
    June 29,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesLand
    
    $
    12,167
    
    
    $
    12,167
    
    
    $
    12,278Buildings
    
    
    109,886
    
    
    
    109,384
    
    
    
    111,104
    
    
    10-50 yearsMachinery and equipment
    
    
    121,862
    
    
    
    118,934
    
    
    
    117,176
    
    
    5-20 yearsTransportation equipment
    
    
    176,603
    
    
    
    176,084
    
    
    
    178,142
    
    
    4-17 yearsFurniture and fixtures
    
    
    37,615
    
    
    
    38,254
    
    
    
    38,691
    
    
    4-10 yearsCold drink dispensing equipment
    
    
    309,564
    
    
    
    319,188
    
    
    
    328,683
    
    
    6-15 yearsLeasehold and land improvements
    
    
    60,818
    
    
    
    60,142
    
    
    
    60,877
    
    
    5-20 yearsSoftware for internal use
    
    
    63,693
    
    
    
    59,786
    
    
    
    54,156
    
    
    3-10 yearsConstruction in progress
    
    
    4,411
    
    
    
    4,891
    
    
    
    5,101Total property, plant and equipment, at cost
    
    
    896,619
    
    
    
    898,830
    
    
    
    906,208Less: Accumulated depreciation
and amortization
    
    
    570,799
    
    
    
    560,674
    
    
    
    547,409Property, plant and equipment, net
    
    $
    325,820
    
    
    $
    338,156
    
    
    $
    358,799
     June 28,
    
    Dec. 28,
    
    June 29,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesLeased property under capital leases
    
    $
    76,877
    
    
    $
    88,619
    
    
    $
    88,619
    
    
    3-20 yearsLess: Accumulated amortization
    
    
    22,971
    
    
    
    21,889
    
    
    
    19,822Leased property under capital leases, net
    
    $
    53,906
    
    
    $
    66,730
    
    
    $
    68,797
   10




---



##### 



June 28,
    
    Dec. 28,
    
    June 29,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesOther identifiable intangible assets
    
    $
    8,665
    
    
    $
    8,909
    
    
    $
    6,599
    
    
    1-20 yearsLess: Accumulated amortization
    
    
    3,035
    
    
    
    2,999
    
    
    
    2,517Other identifiable intangible assets, net
    
    $
    5,630
    
    
    $
    5,910
    
    
    $
    4,082
    June 28,
    
    Dec. 28,
    
    June 29,In Thousands
    
    2009
    
    2008
    
    2008Accrued marketing costs
    
    $
    10,222
    
    
    $
    9,001
    
    
    $
    9,173Accrued insurance costs
    
    
    18,898
    
    
    
    17,132
    
    
    
    15,068Accrued taxes (other than income taxes)
    
    
    2,762
    
    
    
    374
    
    
    
    3,048Accrued income taxes
    
    
    4,610
    
    
    
    
    
    
    
    2,503Employee benefit plan accruals
    
    
    13,652
    
    
    
    8,626
    
    
    
    7,221Checks and transfers yet to be presented for payment from
zero balance cash account
    
    
    16,214
    
    
    
    11,074
    
    
    
    10,840All other accrued liabilities
    
    
    11,404
    
    
    
    11,297
    
    
    
    8,468Total other accrued liabilities
    
    $
    77,762
    
    
    $
    57,504
    
    
    $
    56,321
 11




---



##### 



Interest
    
    Interest
    
    June 28,
    
    Dec. 28,
    
    June 29,In Thousands
    
    Maturity
    
    Rate
    
    Paid
    
    2009
    
    2008
    
    2008Revolving Credit Facility
    
    
    2012
    
    
    
    
    
    
    Varies
    
    $
    
    
    
    $
    
    
    
    $
    30,000Debentures
    
    
    2009
    
    
    
    7.20
    %
    
    Semi-annually
    
    
    57,440
    
    
    
    57,440
    
    
    
    57,440Debentures
    
    
    2009
    
    
    
    6.375
    %
    
    Semi-annually
    
    
    
    
    
    
    119,253
    
    
    
    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
    
    
    
    
    
    
    
    Unamortized discount
on Senior Notes
    
    
    2019
    
    
    
    
    
    
    
    
    
    
    
    (1,909
    )
    
    
    
    
    
    
    580,288
    
    
    
    591,450
    
    
    
    621,450Less: Current portion of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,440
    
    
    
    176,693
    
    
    
    119,253Long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    577,848
    
    
    $
    414,757
    
    
    $
    502,197
  12




---



##### 



Interest
   13




---



##### 



June 28, 2009
    
    December 28, 2008
    
    June 29, 2008Notional
    
    Remaining
    
    Notional
    
    Remaining
    
    Notional
    
    RemainingIn Thousands
    
    Amount
    
    Term
    
    Amount
    
    Term
    
    Amount
    
    TermInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    50,000
    
    
    0.9 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    1.0 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    4.4 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    0.8 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    6.8 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    4.4 years
  Commodities
   14




---



##### 



Second QuarterIn Thousands
    
    Classification of Gain
    
    2009
    
    2008Fuel Hedges
    
    Selling, delivery and administrative expenses
    
    $
    1,158
    
    
    $
    1,549Aluminum Hedges
    
    Cost of sales
    
    
    3,223
    
    
    
    Total Gain
    
    
    
    $
    4,381
    
    
    $
    1,549
  First HalfIn Thousands
    
    Classification of Gain
    
    2009
    
    2008Fuel Hedges
    
    Selling, delivery and administrative expenses
    
    $
    2,609
    
    
    $
    1,789Aluminum Hedges
    
    Cost of sales
    
    
    3,886
    
    
    
    Total Gain
    
    
    
    $
    6,495
    
    
    $
    1,789
  June 28,In Thousands
    
    Balance Sheet Classification
    
    2009AssetsFuel hedges at fair market value
    
    Prepaid and other assets
    
    $
    1,434Aluminum hedges at fair market value
    
    Prepaid and other assets
    
    
    3,886Unamortized cost of fuel hedging agreements
    
    Prepaid and other assets
    
    
    1,241Unamortized cost of aluminum hedging agreements
    
    Prepaid and other assets
    
    
    3,651
  Notional
    
    LatestIn Thousands
    
    Amount
    
    MaturityFuel hedging agreements
    
    $
    23,348
    
    
    December 2010Aluminum hedging agreements
    
    
    53,253
    
    
    December 2011
   15




---



##### 



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
   June 28, 2009
    
    December 28, 2008
    
    June 29, 2008Carrying
    
    Fair
    
    Carrying
    
    Fair
    
    Carrying
    
    FairIn Thousands
    
    Amount
    
    Value
    
    Amount
    
    Value
    
    Amount
    
    ValuePublic debt securities
    
    $
    580,288
    
    
    $
    590,931
    
    
    $
    591,450
    
    
    $
    559,963
    
    
    $
    591,450
    
    
    $
    563,915Non-public variable rate debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30,000Deferred compensation plan
assets/liabilities
    
    
    6,810
    
    
    
    6,810
    
    
    
    5,446
    
    
    
    5,446
    
    
    
    7,120
    
    
    
    7,120Interest rate swap agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,242
    )
    
    
    (3,242
    )Fuel hedging agreements
    
    
    (1,434
    )
    
    
    (1,434
    )
    
    
    1,985
    
    
    
    1,985
    
    
    
    (1,143
    )
    
    
    (1,143
    )Aluminum hedging agreements
    
    
    (3,886
    )
    
    
    (3,886
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Letters of credit
    
    
    
    
    
    
    22,429
    
    
    
    
    
    
    
    19,274
    
    
    
    
    
    
    
    19,450
 16




---



##### 



17




---



##### 



June 28, 2009
    
    December 28, 2008
    
    June 29, 2008In Thousands
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2AssetsDeferred compensation plan assets
    
    $
    6,810
    
    
    
    
    
    
    $
    5,446
    
    
    
    
    
    
    $
    7,120Aluminum hedging agreements
    
    
    
    
    
    $
    3,886Fuel hedging agreements
    
    
    
    
    
    
    1,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,143Interest rate swap agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,242LiabilitiesDeferred compensation plan liabilities
    
    
    6,810
    
    
    
    
    
    
    
    5,446
    
    
    
    
    
    
    
    7,120Fuel hedging agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,985
        June 28,
    
    Dec. 28,
    
    June 29,In Thousands
    
    2009
    
    2008
    
    2008Accruals for executive benefit plans
    
    $
    81,236
    
    
    $
    77,299
    
    
    $
    78,084Other
    
    
    26,862
    
    
    
    29,738
    
    
    
    18,227Total other liabilities
    
    $
    108,098
    
    
    $
    107,037
    
    
    $
    96,311
 18




---



##### 



19




---



##### 



First HalfIn Thousands
    
    2009
    
    2008Statutory expense
    
    $
    11,061
    
    
    $
    6,467State income taxes, net of federal effect
    
    
    1,376
    
    
    
    805Manufacturing deduction benefit
    
    
    (845
    )
    
    
    (333
    )Meals and entertainment
    
    
    624
    
    
    
    339Adjustment for uncertain tax positions
    
    
    (1,686
    )
    
    
    (83
    )Other, net
    
    
    355
    
    
    
    463Income tax expense
    
    $
    10,885
    
    
    $
    7,658
   20




---



##### 



March 29,
    
    Pre-tax
    
    Tax
    
    June 28,In Thousands
    
    2009
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (55,299
    )
    
    $
    2,339
    
    
    $
    (920
    )
    
    $
    (53,880
    )Prior service costs
    
    
    (42
    )
    
    
    4
    
    
    
    (2
    )
    
    
    (40
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,494
    )
    
    
    218
    
    
    
    (85
    )
    
    
    (9,361
    )Prior service costs
    
    
    8,189
    
    
    
    (447
    )
    
    
    175
    
    
    
    7,917Transition asset
    
    
    37
    
    
    
    (7
    )
    
    
    3
    
    
    
    33Foreign currency translation adjustment
    
    
    8
    
    
    
    7
    
    
    
    (3
    )
    
    
    12Total
    
    $
    (56,601
    )
    
    $
    2,114
    
    
    $
    (832
    )
    
    $
    (55,319
    )
 21




---



##### 



March 30,
    
    Pre-tax
    
    Tax
    
    June 29,In Thousands
    
    2008
    
    Activity
    
    Effect
    
    2008Net pension activity:Actuarial loss
    
    $
    (12,593
    )
    
    $
    111
    
    
    $
    (43
    )
    
    $
    (12,525
    )Prior service costs
    
    
    (52
    )
    
    
    4
    
    
    
    (1
    )
    
    
    (49
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,646
    )
    
    
    229
    
    
    
    (88
    )
    
    
    (9,505
    )Prior service costs
    
    
    9,283
    
    
    
    (446
    )
    
    
    172
    
    
    
    9,009Transition asset
    
    
    53
    
    
    
    (6
    )
    
    
    2
    
    
    
    49Foreign currency translation adjustment
    
    
    30
    
    
    
    
    
    
    
    
    
    
    
    30Total
    
    $
    (12,925
    )
    
    $
    (108
    )
    
    $
    42
    
    
    $
    (12,991
    )
  Dec. 28,
    
    Pre-tax
    
    Tax
    
    June 28,In Thousands
    
    2008
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (56,717
    )
    
    $
    4,678
    
    
    $
    (1,841
    )
    
    $
    (53,880
    )Prior service costs
    
    
    (45
    )
    
    
    8
    
    
    
    (3
    )
    
    
    (40
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,625
    )
    
    
    435
    
    
    
    (171
    )
    
    
    (9,361
    )Prior service costs
    
    
    8,459
    
    
    
    (893
    )
    
    
    351
    
    
    
    7,917Transition asset
    
    
    41
    
    
    
    (13
    )
    
    
    5
    
    
    
    33Foreign currency translation adjustment
    
    
    14
    
    
    
    (3
    )
    
    
    1
    
    
    
    12Total
    
    $
    (57,873
    )
    
    $
    4,212
    
    
    $
    (1,658
    )
    
    $
    (55,319
    )
 Application ofDec. 30,
    
    SFAS No. 158
    
    Pre-tax
    
    Tax
    
    June 29,In Thousands
    
    2007
    
    After tax (1)
    
    Activity
    
    Effect
    
    2008Net pension activity:Actuarial loss
    
    $
    (12,684
    )
    
    $
    23
    
    
    $
    222
    
    
    $
    (86
    )
    
    $
    (12,525
    )Prior service costs
    
    
    (55
    )
    
    
    1
    
    
    
    8
    
    
    
    (3
    )
    
    
    (49
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,928
    )
    
    
    141
    
    
    
    458
    
    
    
    (176
    )
    
    
    (9,505
    )Prior service costs
    
    
    9,833
    
    
    
    (275
    )
    
    
    (892
    )
    
    
    343
    
    
    
    9,009Transition asset
    
    
    60
    
    
    
    (4
    )
    
    
    (12
    )
    
    
    5
    
    
    
    49Foreign currency translation adjustment
    
    
    23
    
    
    
    
    
    
    
    12
    
    
    
    (5
    )
    
    
    30Total
    
    $
    (12,751
    )
    
    $
    (114
    )
    
    $
    (204
    )
    
    $
    78
    
    
    $
    (12,991
    )
 
 (1)
    
    See Note 18 of the consolidated financial statements for additional information. 22




---



##### 



sm
     23




---



##### 



PotentialAnnual
    
    First HalfShares
    
    Grant-Date
    
    Compensation
    
    CompensationYear
    
    Awarded
    
    Price
    
    Expense
    
    Expense2008
    
    
    20,000
    
    
    $
    56.50
    
    
    $
    1,130,000
    
    
    
    
       24




---



##### 



Recently Adopted Pronouncement
  Before
    
    
    
    
    
    AfterApplication of
    
    
    
    
    
    Application ofIn Thousands
    
    SFAS No. 158
    
    Adjustment
    
    SFAS No. 158Pension and postretirement benefit
obligations
    
    $
    32,758
    
    
    $
    434
    
    
    $
    33,192Deferred income taxes
    
    
    168,540
    
    
    
    (167
    )
    
    
    168,373Total liabilities
    
    
    1,123,290
    
    
    
    267
    
    
    
    1,123,557Retained earnings
    
    
    79,227
    
    
    
    (153
    )
    
    
    79,074Accumulated other comprehensive loss
    
    
    (12,751
    )
    
    
    (114
    )
    
    
    (12,865
    )Total stockholders equity
    
    
    120,504
    
    
    
    (267
    )
    
    
    120,237
 Pension Plans
  25




---



##### 



Second Quarter
    
    First HalfIn Thousands
    
    2009
    
    2008
    
    2009
    
    2008Service cost
    
    $
    22
    
    
    $
    20
    
    
    $
    45
    
    
    $
    41Interest cost
    
    
    2,789
    
    
    
    2,702
    
    
    
    5,577
    
    
    
    5,403Expected return on plan assets
    
    
    (2,270
    )
    
    
    (3,411
    )
    
    
    (4,540
    )
    
    
    (6,821
    )Amortization of prior service cost
    
    
    4
    
    
    
    4
    
    
    
    8
    
    
    
    8Recognized net actuarial loss
    
    
    2,339
    
    
    
    111
    
    
    
    4,678
    
    
    
    222Net periodic pension cost (income)
    
    $
    2,884
    
    
    $
    (574
    )
    
    $
    5,768
    
    
    $
    (1,147
    )
  Postretirement Benefits
   Second Quarter
    
    First HalfIn Thousands
    
    2009
    
    2008
    
    2009
    
    2008Service cost
    
    $
    157
    
    
    $
    128
    
    
    $
    315
    
    
    $
    212Interest cost
    
    
    558
    
    
    
    536
    
    
    
    1,115
    
    
    
    1,105Amortization of unrecognized transitional assets
    
    
    (7
    )
    
    
    (6
    )
    
    
    (13
    )
    
    
    (12
    )Recognized net actuarial loss
    
    
    218
    
    
    
    229
    
    
    
    435
    
    
    
    610Amortization of prior service cost
    
    
    (447
    )
    
    
    (446
    )
    
    
    (893
    )
    
    
    (892
    )Net periodic postretirement benefit cost
    
    $
    479
    
    
    $
    441
    
    
    $
    959
    
    
    $
    1,023
 401(k) Savings Plan
  26




---



##### 



Multi-Employer Benefits
     First HalfIn Millions
    
    2009
    
    
    2008Payments by the Company for concentrate, syrup,
sweetener and other purchases
    
    $
    176.9
    
    
    $
    188.1Marketing funding support payments to the Company
    
    
    22.8
    
    
    
    27.1Payments by the Company net of marketing funding support
    
    $
    154.1
    
    
    $
    161.0Payments by the Company for customer marketing programs
    
    $
    25.2
    
    
    $
    24.4Payments by the Company for cold drink equipment parts
    
    
    3.4
    
    
    
    3.5Fountain delivery and equipment repair fees paid to the Company
    
    
    5.8
    
    
    
    4.8Presence marketing funding support provided by
The Coca-Cola Company on the Companys behalf
    
    
    2.0
    
    
    
    2.0Sales of finished products to The Coca-Cola Company
    
    
    1.1
    
    
    
    5.3
  27




---



##### 



28




---



##### 



Second Quarter
    
    First HalfIn Thousands
    
    2009
    
    2008
    
    2009
    
    2008Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    256,744
    
    
    $
    269,989
    
    
    $
    492,199
    
    
    $
    504,541Still beverages
    
    
    60,185
    
    
    
    66,404
    
    
    
    106,935
    
    
    
    119,860Total bottle/can sales
    
    
    316,929
    
    
    
    336,393
    
    
    
    599,134
    
    
    
    624,401Other sales:Sales to other Coca-Cola bottlers
    
    
    35,478
    
    
    
    35,097
    
    
    
    66,611
    
    
    
    63,125Post-mix and other
    
    
    25,342
    
    
    
    24,513
    
    
    
    48,265
    
    
    
    46,151Total other sales
    
    
    60,820
    
    
    
    59,610
    
    
    
    114,876
    
    
    
    109,276Total net sales
    
    $
    377,749
    
    
    $
    396,003
    
    
    $
    714,010
    
    
    $
    733,677
  29




---



##### 



Second Quarter
    
    
    First HalfIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator for basic and diluted net income per
Common Stock and Class B Common Stock share:Net income attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    12,187
    
    
    $
    15,155
    
    
    $
    20,718
    
    
    $
    10,820Less dividends:Common Stock
    
    
    1,785
    
    
    
    1,661
    
    
    
    3,499
    
    
    
    3,322Class B Common Stock
    
    
    505
    
    
    
    625
    
    
    
    1,082
    
    
    
    1,250Total undistributed earnings
    
    $
    9,897
    
    
    $
    12,869
    
    
    $
    16,137
    
    
    $
    6,248Common Stock undistributed earnings
 basic
    
    $
    7,713
    
    
    $
    9,351
    
    
    $
    12,326
    
    
    $
    4,540Class B Common Stock undistributed earnings
 basic
    
    
    2,184
    
    
    
    3,518
    
    
    
    3,811
    
    
    
    1,708Total undistributed earnings  basic
    
    $
    9,897
    
    
    $
    12,869
    
    
    $
    16,137
    
    
    $
    6,248Common Stock undistributed earnings  diluted
    
    $
    7,680
    
    
    $
    9,330
    
    
    $
    12,291
    
    
    $
    4,533Class B Common Stock undistributed earnings
 diluted
    
    
    2,217
    
    
    
    3,539
    
    
    
    3,846
    
    
    
    1,715Total undistributed earnings  diluted
    
    $
    9,897
    
    
    $
    12,869
    
    
    $
    16,137
    
    
    $
    6,248Numerator for basic net income per Common
Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,661
    
    
    $
    3,499
    
    
    $
    3,322Common Stock undistributed earnings  basic
    
    
    7,713
    
    
    
    9,351
    
    
    
    12,326
    
    
    
    4,540Numerator for basic net income per Common
Stock share
    
    $
    9,498
    
    
    $
    11,012
    
    
    $
    15,825
    
    
    $
    7,862Numerator for basic net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    505
    
    
    $
    625
    
    
    $
    1,082
    
    
    $
    1,250Class B Common Stock undistributed earnings
 basic
    
    
    2,184
    
    
    
    3,518
    
    
    
    3,811
    
    
    
    1,708Numerator for basic net income per Class B
Common Stock share
    
    $
    2,689
    
    
    $
    4,143
    
    
    $
    4,893
    
    
    $
    2,958
 30




---



##### 



Second Quarter
    
    
    First HalfIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Numerator for diluted net income per
Common Stock share:Dividends on Common Stock
    
    $
    1,785
    
    
    $
    1,661
    
    
    $
    3,499
    
    
    $
    3,322Dividends on Class B Common Stock
assumed converted to Common Stock
    
    
    505
    
    
    
    625
    
    
    
    1,082
    
    
    
    1,250Common Stock undistributed earnings
 diluted
    
    
    9,897
    
    
    
    12,869
    
    
    
    16,137
    
    
    
    6,248Numerator for diluted net income per
Common Stock share
    
    $
    12,187
    
    
    $
    15,155
    
    
    $
    20,718
    
    
    $
    10,820Numerator for diluted net income per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    505
    
    
    $
    625
    
    
    $
    1,082
    
    
    $
    1,250Class B Common Stock undistributed earnings
 diluted
    
    
    2,217
    
    
    
    3,539
    
    
    
    3,846
    
    
    
    1,715Numerator for diluted net income per
Class B Common Stock share
    
    $
    2,722
    
    
    $
    4,164
    
    
    $
    4,928
    
    
    $
    2,965
 31




---



##### 



Second Quarter
    
    
    First HalfIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Denominator for basic net income per
Common Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  basic
    
    
    7,141
    
    
    
    6,644
    
    
    
    6,999
    
    
    
    6,644Class B Common Stock weighted average shares
outstanding  basic
    
    
    2,022
    
    
    
    2,500
    
    
    
    2,164
    
    
    
    2,500Denominator 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)
    
    
    9,203
    
    
    
    9,164
    
    
    
    9,189
    
    
    
    9,157Class B Common Stock weighted average shares
outstanding  diluted
    
    
    2,062
    
    
    
    2,520
    
    
    
    2,190
    
    
    
    2,513Basic net income per share:Common Stock
    
    $
    1.33
    
    
    $
    1.66
    
    
    $
    2.26
    
    
    $
    1.18Class B Common Stock
    
    $
    1.33
    
    
    $
    1.66
    
    
    $
    2.26
    
    
    $
    1.18Diluted net income per share:Common Stock
    
    $
    1.32
    
    
    $
    1.65
    
    
    $
    2.25
    
    
    $
    1.18Class B Common Stock
    
    $
    1.32
    
    
    $
    1.65
    
    
    $
    2.25
    
    
    $
    1.18
 
  (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 restricted
stock awards. 32




---



##### 



33




---



##### 



First HalfIn Thousands
    
    2009
    
    2008Accounts receivable, trade, net
    
    $
    (4,122
    )
    
    $
    (25,793
    )Accounts receivable from The Coca-Cola Company
    
    
    (19,267
    )
    
    
    (13,443
    )Accounts receivable, other
    
    
    (2,586
    )
    
    
    (3,514
    )Inventories
    
    
    (11,888
    )
    
    
    (5,933
    )Prepaid expenses and other current assets
    
    
    (11,658
    )
    
    
    (1,987
    )Accounts payable, trade
    
    
    460
    
    
    
    (5,866
    )Accounts payable to The Coca-Cola Company
    
    
    14,743
    
    
    
    29,285Other accrued liabilities
    
    
    30,503
    
    
    
    2,841Accrued compensation
    
    
    (4,484
    )
    
    
    (9,001
    )Accrued interest payable
    
    
    (688
    )
    
    
    (913
    )Increase in current assets less current liabilities
    
    $
    (8,987
    )
    
    $
    (34,324
    )
  Recently Adopted Pronouncements
   34




---



##### 



35




---



##### 



Recently Issued Pronouncements
    36




---



##### 



Severance Pay
    
    RelocationIn Thousands
    
    and Benefits
    
    and Other
    
    TotalBalance at December 30, 2007
    
    $
    
    
    
    $
    
    
    
    $
    Provision
    
    
    4,559
    
    
    
    63
    
    
    
    4,622Cash payments
    
    
    3,583
    
    
    
    50
    
    
    
    3,633Balance at December 28, 2008
    
    
    976
    
    
    
    13
    
    
    
    989Provision
    
    
    
    
    
    
    
    
    
    
    Cash payments
    
    
    841
    
    
    
    13
    
    
    
    854Balance at June 28, 2009
    
    $
    135
    
    
    $
    
    
    
    $
    135
 37




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  
    
    Our Business and the Nonalcoholic Beverage Industry  a general description of the
Companys business and the nonalcoholic beverage industry.
    
    Areas of Emphasis  a summary of
the Companys key priorities.
    
    Overview of Operations and Financial Condition  a summary of key information and
trends concerning the financial results for the second quarter of 2009 (Q2 2009) and the
first half of 2009 (YTD 2009) and changes from the second quarter of 2008 (Q2 2008) and
the first half of 2008 (YTD 2008).
    
    Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
  a discussion of accounting policies that are most important to the portrayal of the
Companys financial condition and results of operations and that require critical judgments
and estimates and the expected impact of new accounting
pronouncements.
    
    Results of Operations  an analysis of the Companys results of operations for Q2 2009
and YTD 2009 compared to Q2 2008 and YTD 2008.
    
    Financial Condition  an analysis of the Companys financial condition as of the end of
Q2 2009 compared to year-end 2008 and the end of Q2 2008 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
  38




---



##### 



Second Quarter
    
    First HalfIn Thousands
    
    2009
    
    2008
    
    2009
    
    2008Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    256,744
    
    
    $
    269,989
    
    
    $
    492,199
    
    
    $
    504,541Still beverages
    
    
    60,185
    
    
    
    66,404
    
    
    
    106,935
    
    
    
    119,860Total bottle/can sales
    
    
    316,929
    
    
    
    336,393
    
    
    
    599,134
    
    
    
    624,401Other sales:Sales to other Coca-Cola bottlers
    
    
    35,478
    
    
    
    35,097
    
    
    
    66,611
    
    
    
    63,125Post-mix and other
    
    
    25,342
    
    
    
    24,513
    
    
    
    48,265
    
    
    
    46,151Total other sales
    
    
    60,820
    
    
    
    59,610
    
    
    
    114,876
    
    
    
    109,276Total net sales
    
    $
    377,749
    
    
    $
    396,003
    
    
    $
    714,010
    
    
    $
    733,677
 39




---



##### 



Areas of Emphasis
  Revenue Management
  Product Innovation and Beverage Portfolio Expansion
 ® ® ®   ® ® ® ®
 ® ® ®
 ® ® 
 
 40




---



##### 



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
  Overview of Operations and Financial Condition
  Q2 2009 and YTD 2009
    
    a $3.2 million and $3.9 million pre-tax favorable mark-to-market adjustment to cost of
sales related to the Companys 2010 and 2011 aluminum hedging programs in Q2 2009 and YTD
2009, respectively;
    
    a $1.7 million credit to income tax expense related to the agreement with a state tax
authority to settle certain prior tax positions in Q1 2009;
    
    a $0.9 million and $2.1 million pre-tax favorable impact to S,D&A expenses due to a
change in the estimate of the useful lives of certain cold drink dispensing equipment in Q2
2009 and YTD 2009, respectively;
    
    a $.6 million and $1.0 million pre-tax favorable mark-to-market adjustment to S,D&A
expenses related to the Companys 2009 fuel hedging program in Q2 2009 and YTD 2009,
respectively;
 41




---



##### 




    
    a $.6 million pre-tax favorable adjustment to S,D&A expenses related to the gain on the
termination of a capital lease related to an operating facility in Q1
2009; and
    
    a $.5 million and $1.6 million pre-tax favorable mark-to-market adjustment to S,D&A
expenses related to the Companys 2010 fuel hedging program in Q2 2009 and YTD 2009,
respectively.
 Q2 2008 and YTD 2008
 
    
    a $2.6 million adjustment to increase equity investment in a plastic bottle cooperative in
Q2 2008; and
    
    a $1.5 million and $1.8 million pre-tax favorable mark-to-market adjustment to S,D&A
expenses related to the Companys fuel hedging program in Q2 2008 and YTD 2008,
respectively.
  Second Quarter
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2009
    
    2008
    
    Change
    
    ChangeNet sales
    
    $
    377,749
    
    
    $
    396,003
    
    
    $
    (18,254
    )
    
    
    (4.6
    )Gross margin
    
    
    160,127
    
    
    
    171,880
    
    
    
    (11,753
    )
    
    
    (6.8
    )S,D&A expenses
    
    
    129,449
    
    
    
    135,673
    
    
    
    (6,224
    )
    
    
    (4.6
    )Income from operations
    
    
    30,678
    
    
    
    36,207
    
    
    
    (5,529
    )
    
    
    (15.3
    )Interest expense
    
    
    9,935
    
    
    
    9,949
    
    
    
    (14
    )
    
    
    (0.1
    )Income before income taxes
    
    
    20,743
    
    
    
    26,258
    
    
    
    (5,515
    )
    
    
    (21.0
    )Income tax provision
    
    
    7,825
    
    
    
    9,743
    
    
    
    (1,918
    )
    
    
    (19.7
    )Net income
    
    
    12,918
    
    
    
    16,515
    
    
    
    (3,597
    )
    
    
    (21.8
    )Net income attributable to the Company
    
    
    12,187
    
    
    
    15,155
    
    
    
    (2,968
    )
    
    
    (19.6
    )Basic net income per share:Common Stock
    
    $
    1.33
    
    
    $
    1.66
    
    
    $
    (.33
    )
    
    
    (19.9
    )Class B Common Stock
    
    $
    1.33
    
    
    $
    1.66
    
    
    $
    (.33
    )
    
    
    (19.9
    )Diluted net income per share:Common Stock
    
    $
    1.32
    
    
    $
    1.65
    
    
    $
    (.33
    )
    
    
    (20.0
    )Class B Common Stock
    
    $
    1.32
    
    
    $
    1.65
    
    
    $
    (.33
    )
    
    
    (20.0
    )
 42




---



##### 



First Half
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2009
    
    2008
    
    Change
    
    ChangeNet sales
    
    $
    714,010
    
    
    $
    733,677
    
    
    $
    (19,667
    )
    
    
    (2.7
    )Gross margin
    
    
    307,256
    
    
    
    311,798
    
    
    
    (4,542
    )
    
    
    (1.5
    )S,D&A expenses
    
    
    255,437
    
    
    
    271,916
    
    
    
    (16,479
    )
    
    
    (6.1
    )Income from operations
    
    
    51,819
    
    
    
    39,882
    
    
    
    11,937
    
    
    
    29.9Interest expense
    
    
    19,193
    
    
    
    20,383
    
    
    
    (1,190
    )
    
    
    (5.8
    )Income before income taxes
    
    
    32,626
    
    
    
    19,499
    
    
    
    13,127
    
    
    
    67.3Income tax provision
    
    
    10,885
    
    
    
    7,658
    
    
    
    3,227
    
    
    
    42.1Net income
    
    
    21,741
    
    
    
    11,841
    
    
    
    9,900
    
    
    
    83.6Net income attributable to the Company
    
    
    20,718
    
    
    
    10,820
    
    
    
    9,898
    
    
    
    91.5Basic net income per share:Common Stock
    
    $
    2.26
    
    
    $
    1.18
    
    
    $
    1.08
    
    
    
    91.5Class B Common Stock
    
    $
    2.26
    
    
    $
    1.18
    
    
    $
    1.08
    
    
    
    91.5Diluted net income per share:Common Stock
    
    $
    2.25
    
    
    $
    1.18
    
    
    $
    1.07
    
    
    
    90.7Class B Common Stock
    
    $
    2.25
    
    
    $
    1.18
    
    
    $
    1.07
    
    
    
    90.7
     43




---



##### 



June 28,
    
    December 28,
    
    June 29,In Thousands
    
    2009
    
    2008
    
    2008Debt
    
    $
    580,288
    
    
    $
    591,450
    
    
    $
    621,450Capital lease obligations
    
    
    64,891
    
    
    
    77,614
    
    
    
    78,936Total debt and capital lease obligations
    
    
    645,179
    
    
    
    669,064
    
    
    
    700,386Less: Cash and cash equivalents
    
    
    33,453
    
    
    
    45,407
    
    
    
    9,323Total net debt and capital lease obligations (1)
    
    $
    611,726
    
    
    $
    623,657
    
    
    $
    691,063
 (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
   Recently Adopted Pronouncements
   44




---



##### 



45




---



##### 



Recently Issued Pronouncements
     46




---



##### 



Results of Operations
 Q2 2009 Compared to Q2 2008 and YTD 2009 Compared to YTD 2008
 Net Sales
   Q2 2009
    
    

Attributable to:(In Millions)$
    (30.3
    )
    
    9.6% decrease in bottle/can volume primarily due to a volume
decrease in all product categories except energy products10.8
    
    
    3.9% increase in bottle/can sales price per unit primarily due to higher per unit
prices in all product categories except enhanced water products2.5
    
    
    7.7% increase in sales price per unit for sales to other Coca-Cola bottlers primarily
due to increases in all product categories(2.2
    )
    
    6.2% decrease in sales volume sold to other Coca-Cola bottlers primarily due to a
volume decrease in all product categories(1.8
    )
    
    9.4% decrease in post-mix volume1.2
    
    
    6.9% increase in post-mix sales price per unit1.5
    
    
    Other$
    (18.3
    )
    
    Total decrease in net sales
 47




---



##### 



YTD 2009
    
    

Attributable to:(In Millions)$
    (49.3
    )
    
    8.4% decrease
in bottle/can volume primarily due to a volume decrease in all
product categories except energy products24.1
    
    
    4.5% increase in bottle/can sales price per unit primarily due to higher per unit prices in all product categories except enhanced water products4.4
    
    
    7.0% increase
in sales price per unit for sales to other Coca-Cola bottlers
primarily due to increases in all product categories(3.4
    )
    
    9.1% decrease in post-mix volume2.2
    
    
    6.7% increase in post-mix sales price per unit2.3
    
    
    Other$
    (19.7
    )
    
    Total decrease in net sales
   Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    Q2 2009
    
    Q2 2008
    
    % Increase (Decrease)Sparkling beverages (including
energy products)
    
    
    84.6
    %
    
    
    83.6
    %
    
    
    (8.5
    )Still beverages
    
    
    15.4
    %
    
    
    16.4
    %
    
    
    (15.1
    )Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    (9.6
    )
 Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    YTD 2009
    
    YTD 2008
    
    % Increase (Decrease)Sparkling beverages (including
energy products)
    
    
    85.4
    %
    
    
    84.0
    %
    
    
    (6.9
    )Still beverages
    
    
    14.6
    %
    
    
    16.0
    %
    
    
    (16.4
    )Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    (8.4
    )
   48




---



##### 



Cost of Sales
    Q2 2009
    
    

Attributable to:(In Millions)$
    (16.5
    )
    
    9.6% decrease in bottle/can volume primarily due to a volume
decrease in all product categories except energy products8.3
    
    
    Increase in raw material costs such as concentrate, high fructose corn syrup and
aluminum, partially offset by a decrease in purchased
products5.7
    
    

Decrease
in marketing funding support received primarily from The Coca-Cola
Company(3.2
    )
    

Decrease
in cost due to the Companys aluminum hedging program2.6
    
    

Increase
in equity investment in a plastic bottle cooperative in
2008(2.1
    )
    
    6.2% decrease in sales volume sold to other Coca-Cola bottlers primarily due to a
volume decrease in all product categories(1.2
    )
    
    9.4% decrease in post-mix volume(0.1
    )
    
    Other$
    (6.5
    )
    
    Total decrease in cost of sales
 YTD 2009
    
    

Attributable to:(In Millions)$
    (27.0
    )
    
    8.4% decrease in bottle/can volume primarily due to a volume
decrease in all product categories except energy products10.9
    
    
    Increase in raw material costs such as concentrate, high fructose corn syrup and
aluminum, partially offset by a decrease in purchased
products4.9
    
    

Decrease
in marketing funding support received primarily from The Coca-Cola
Company(3.9
    )
    

Decrease
in cost due to the Companys aluminum hedging program2.6
    
    

Increase
in equity investment in a plastic bottle cooperative in 2008(2.3
    )
    
    9.1% decrease in post-mix volume(0.3
    )
    
    Other$
    (15.1
    )
    
    Total decrease in cost of sales
  49




---



##### 



Gross Margin
   Q2 2009
    
    

Attributable to:(In Millions)$
    (13.8
    )
    
    9.6% decrease in bottle/can volume primarily due to a volume
decrease in all product categories except energy products10.8
    
    
    3.9% increase in bottle/can sales price per unit primarily due to higher per unit prices in
all product categories except enhanced water products(8.3
    )
    
    Increase in raw material costs such as concentrate, high fructose corn syrup and
aluminum, partially offset by a decrease in purchased
products(5.7
    )
    
    Decrease in marketing funding support received primarily from The Coca-Cola Company3.2
    
    
    Increase in
gross margin due to the Companys aluminum hedging program(2.6
    )
    
    Increase in equity investment in a plastic bottle cooperative in 20082.5
    
    
    7.7% increase in sales price per unit for sales to other Coca-Cola bottlers primarily
due to increases in all product categories1.2
    
    
    6.9% increase in post-mix sales price per unit0.9
    
    
    Other$
    (11.8
    )
    
    Total decrease in gross margin
 50




---



##### 



YTD 2009
    
    

Attributable to:(In Millions)$
    24.1
    
    
    4.5% increase in bottle/can sales price per unit primarily
due to higher per unit prices in all product categories
except enhanced water products(22.3
    )
    
    8.4% decrease in bottle/can volume primarily due to a volume decrease in all product
categories except energy products(10.9
    )
    
    Increase in raw material costs such as concentrate, high fructose corn syrup and aluminum,
partially offset by a decrease in purchased products(4.9
    )
    

Decrease
in marketing funding support received primarily from The Coca-Cola
Company4.4
    
    

7.0% increase in sales price per unit for sales to other Coca-Cola bottlers primarily
due to increases in all product categories3.9
    
    
    Increase in gross margin due to the Companys aluminum hedging program(2.6
    )
    
    Increase in equity investment in a plastic bottle cooperative in 20082.2
    
    
    6.7% increase in post-mix sales price per unit(1.1
    )
    
    9.1% decrease in post-mix volume2.7
    
    
    Other$
    (4.5
    )
    
    Total decrease in gross margin
   S,D&A Expenses
   51




---



##### 



Q2 2009
    
    

Attributable to:(In Millions)$
    (3.9
    )
    
    Decrease in employee salaries due to the Company
implementing its July 2008 plan to reorganize the structure
of its operating units and support services and eliminate
approximately 350 positions(3.7
    )
    
    Decrease in fuel and other energy costs related to the movement of finished goods from
sales distribution centers to customer locations3.5
    
    
    Increase in employee benefit costs primarily due to higher pension plan costs(1.7
    )
    
    Decrease in depreciation expense due to a change in the useful lives of certain cold
drink dispensing equipment and lower levels of capital spending(0.8
    )
    
    Decrease in
marketing expenses1.5
    
    
    Increase in property and casualty insurance expenses0.5
    
    
    Increase in bad debt expense(1.6
    )
    
    Other$
    (6.2
    )
    
    Total decrease in S,D&A expenses
 YTD 2009
    
    

Attributable to:(In Millions)$
    (9.7
    )
    
    Decrease in employee salaries due to the Company
implementing its July 2008 plan to reorganize the structure
of its operating units and support services and eliminate
approximately 350 positions(7.3
    )
    
    Decrease in fuel and other energy costs related to the movement of finished goods from
sales distribution centers to customer locations6.2
    
    
    Increase in employee benefit costs primarily due to higher pension plan costs(3.7
    )
    
    Decrease in depreciation expense due to a change in the useful lives of certain cold
drink dispensing equipment and lower levels of capital spending2.5
    
    
    Increase in bad debt expense(1.5
    )
    
    Decrease in marketing expenses0.9
    
    
    Increase in property and casualty insurance expenses(0.6
    )
    
    Gain on the termination of a capital lease(3.3
    )
    
    Other$
    (16.5
    )
    
    Total decrease in S,D&A expenses
     52




---



##### 



Interest Expense
  Income Taxes
   Noncontrolling Interest
  53




---



##### 



Financial Condition
    
    
    A decrease in current portion of long-term debt of $174.3 million primarily due to the
payment of $119.3 million of debentures on May 1,
2009 and the payment of $55.0 million of debentures on July 1, 2009 from borrowings on the Companys $200 million revolving credit facility ($200 million facility) which is not due until March 2012.
    
    An increase in other accrued liabilities of $20.3 million primarily due to the timing of
payments.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $19.3 million and $14.7 million, respectively, primarily due to the
timing of payments.
    
    A decrease in cash and cash equivalents of $12.0 million primarily due to payment of $119.3
million of debentures on May 1, 2009.
    
    An increase in inventories of $11.9 million due primarily to seasonal increase and package
changes for certain products.
    
    An increase in prepaid expenses and other current assets of $11.6 million primarily due to
transactions related to the Companys hedging programs.
  
    
    A decrease in current portion of
long-term debt of $116.8 million primarily due to the
payment of $119.3 million of debentures on May 1, 2009.
    
    An increase in cash and cash equivalents of $24.1 million primarily due to cash flow from
operations.
    
    An increase in other accrued liabilities of $21.4 million primarily due to the timing of
payments.
    
    A decrease in accounts receivable, trade, net of $14.3 million primarily due to changed
credit terms for certain customers and decreased sales.
    
    An increase in prepaid expenses and other current assets of $10.1 million primarily due to
transactions related to the Companys hedging programs.
    
    An increase in inventories of $7.9 million primarily due to package changes for certain
products and increased finished product levels.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $5.5 million and $9.2 million, respectively, primarily due to the timing
of payments.
  54




---



##### 



Liquidity and Capital Resources
 Capital Resources
      Cash Sources and Uses
  55




---



##### 



First HalfIn Millions
    
    2009
    
    2008Cash SourcesCash provided by operating activities (excluding
income tax payments)
    
    
    $34.8
    
    
    
    $15.3Proceeds from lines of credit, net
    
    
    
    
    
    
    30.0Proceeds from issuance of debt
    
    
    108.0
    
    
    
    Proceeds from the sale of property, plant and equipment
    
    
    .4
    
    
    
    .3Total cash sources
    
    $
    143.2
    
    
    $
    45.6Cash UsesCapital expenditures
    
    $
    17.2
    
    
    $
    31.6Investment in a plastic bottle manufacturing cooperative
    
    
    
    
    
    
    .9Investment in restricted cash
    
    
    4.5
    
    
    
    Payment of lines of credit, net
    
    
    
    
    
    
    7.4Payment of debt and capital lease obligations
    
    
    120.7
    
    
    
    1.3Debt issuance costs
    
    
    1.0
    
    
    
    Dividends
    
    
    4.6
    
    
    
    4.6Income tax payments
    
    
    6.7
    
    
    
    .2Other
    
    
    .5
    
    
    
    .1Total cash uses
    
    $
    155.2
    
    
    $
    46.1Decrease in cash
    
    $
    (12.0
    )
    
    $
    (0.5
    )
 Investing Activities
  Financing Activities
  56




---



##### 



Long-Term DebtStandard & Poors
    
    BBBMoodys
    
    Baa2
   Off-Balance Sheet Arrangements
  57




---



##### 



Aggregate Contractual Obligations
  Payments Due by PeriodJuly 2009-
    
    July 2010-
    
    July 2012-
    
    AfterIn Thousands
    
    Total
    
    June 2010
    
    June 2012
    
    June 2014
    
    June 2014Contractual obligations:Total debt, net of interest
    
    $
    580,288
    
    
    $
    2,440
    
    
    $
    55,000
    
    
    $
    150,000
    
    
    $
    372,848Capital lease obligations,
net of interest
    
    
    64,891
    
    
    
    3,674
    
    
    
    7,887
    
    
    
    8,797
    
    
    
    44,533Estimated interest on
long-term debt and capital
lease obligations (1)
    
    
    220,459
    
    
    
    33,332
    
    
    
    65,583
    
    
    
    52,350
    
    
    
    69,194Purchase obligations (2)
    
    
    460,470
    
    
    
    93,655
    
    
    
    187,310
    
    
    
    179,505
    
    
    
    Other long-term liabilities (3)
    
    
    110,938
    
    
    
    7,442
    
    
    
    14,691
    
    
    
    13,626
    
    
    
    75,179Operating leases
    
    
    20,911
    
    
    
    3,713
    
    
    
    5,505
    
    
    
    3,183
    
    
    
    8,510Long-term contractual
arrangements (4)
    
    
    24,172
    
    
    
    6,828
    
    
    
    10,858
    
    
    
    6,158
    
    
    
    328Postretirement obligations
    
    
    36,929
    
    
    
    1,917
    
    
    
    4,811
    
    
    
    5,200
    
    
    
    25,001Purchase orders (5)
    
    
    39,169
    
    
    
    39,169
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,558,227
    
    
    $
    192,170
    
    
    $
    351,645
    
    
    $
    418,819
    
    
    $
    595,593
 
 (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.     58




---



##### 



Hedging Activities
 Interest Rate Hedging
     Fuel Hedging
     59




---



##### 



Aluminum Hedging
    60




---



##### 



Cautionary Information Regarding Forward-Looking Statements
  
    
    the Companys belief that the covenants on its $200 million facility will not restrict its liquidity or capital resources;
    
    the Companys belief that other parties to certain contractual arrangements will perform
their obligations;
    
    potential marketing funding support from The Coca-Cola Company and other beverage
companies;
    
    the Companys belief that disposition of certain claims and legal proceedings will not
have a material adverse effect on its financial condition, cash flows or results of
operations and that no material amount of loss in excess of recorded amounts is reasonably
possible;
    
    managements belief that the Company has adequately provided for any ultimate amounts
that are likely to result from tax audits;
    
    managements belief that the Company has sufficient resources available to finance its
business plan, meet its working capital requirements and maintain an appropriate level of
capital spending;
    
    the Companys belief that the cooperatives whose debt and lease obligations the Company
guarantees have sufficient assets and the ability to adjust selling prices of their
products to adequately mitigate the risk of material loss and that the cooperatives will
perform their obligations under their debt and lease agreements;
    
    the Companys key priorities which are revenue management, product innovation and
beverage portfolio expansion, distribution cost management and
productivity;
    
    the Companys hypothetical calculation of the impact of a 1% increase in interest rates
on outstanding floating rate debt and capital lease obligations for the next twelve months
as of June 28, 2009;
    
    the Companys belief that cash contributions in 2009 to its two Company-sponsored
pension plans will be in the range of $8 million to
$12 million;
    
    the Companys belief that postretirement medical care payments are expected to be
approximately $2.3 million in 2009;
    
    the Companys expectation that additions to property, plant and equipment in 2009 will
be in the range of $45 million to $55 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 expectation that unrecognized tax benefits may be reduced over the next 12
months as a result of tax audits;
    
    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;
 61




---



##### 




    
    the Companys anticipation that the suspension of matching contributions to its 401(k)
Savings Plan will reduce benefit costs by approximately $5 million in the remainder of
2009;
    
    the Companys belief that the
majority of its deferred tax assets will be realized; and
    
    the Companys belief that innovation of new brands and packages will continue to be
critical to the Companys overall revenue.
   62




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  Debt and Derivative Financial Instruments
   Raw Material and Commodity Price Risk
    63




---



##### 



Effects of Changing Prices
  
 Item 4. Controls and Procedures.
   64




---



##### 



Item 1A. Risk Factors.
  Legislative changes that affect the Companys distribution and packaging could reduce demand
for the Companys products or increase the Companys costs.
   The Companys primary competitors have entered into definitive merger agreements with their franchisor, and there is uncertainty about the impact such a transaction will have on the Companys business.
  65




---



##### 



Item 4. Submission of Matters to a Vote of Security Holders.
  (a)
    
    The election of eleven directors, each for a term of one year or until their successors
have been elected and qualified.
 Director Name
    
    For
    
    WithheldJ. Frank Harrison, III
    
    
    43,202,762
    
    
    
    1,209,788H. W. McKay Belk
    
    
    44,280,422
    
    
    
    132,128Sharon A. Decker
    
    
    44,340,445
    
    
    
    72,105William B. Elmore
    
    
    43,209,436
    
    
    
    1,203,114Deborah H. Everhart
    
    
    44,297,976
    
    
    
    114,574Henry W. Flint
    
    
    44,319,613
    
    
    
    92,937Ned R. McWherter
    
    
    42,738,054
    
    
    
    1,466,028James H. Morgan
    
    
    44,342,658
    
    
    
    69,892John W. Murrey, III
    
    
    44,325,996
    
    
    
    86,554Carl Ware
    
    
    42,946,523
    
    
    
    1,466,028Dennis A. Wicker
    
    
    43,703,384
    
    
    
    709,167
 (b)
    
    The ratification of PricewaterhouseCoopers LLP as the independent registered public
accounting firm for 2009.
 For
    
    Against
    
    Abstentions44,366,361
    
    32,027
    
    14,162
 66




---



##### 



Item 6. Exhibits.
 ExhibitNumber
    
    Description4.1
    
    Form of the Companys 7.00% Senior Notes due 2019 (incorporated herein by
reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on April 7,
2009 (File No. 0-9286)).4.2
    
    The registrant, by signing this report, agrees to furnish the Securities and
Exchange Commission, upon its request, a copy of any instrument which defines the
rights of holders of long-term debt of the registrant and its 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).
 67




---



##### 



COCA-COLA BOTTLING CO. CONSOLIDATED(REGISTRANT)Date:  August 7, 2009
    By:
    /s/  James E. HarrisJames E. HarrisPrincipal Financial Officer of the Registrant
and
Senior Vice President and Chief Financial OfficerDate:  August 7, 2009
    By:
    /s/ William J. BilliardWilliam J. BilliardPrincipal Accounting Officer of the Registrant
and
Vice President, Controller and Chief Accounting Officer 68