##### 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 March 29, 2009
 Commission
File Number 0-9286
 COCA-COLA BOTTLING CO. CONSOLIDATED
  Delaware
    
    56-0950585(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
 (704) 557-4400
  þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Class
    
    Outstanding at April 30, 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 MARCH 29, 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
    
    
    37Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    58Item 4. Controls and Procedures
    
    
    59PART II  OTHER INFORMATIONItem 1A. Risk Factors
    
    
    60Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    60Item 6. Exhibits
    
    
    61Signatures
    
    
    62EX-12EX-31.1EX-31.2EX-32
  2




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##### Table of Contents



Item 1. Financial Statements.
  
 
 First Quarter2009
    
    
    2008Net sales
    
    $
    336,261
    
    
    $
    337,674Cost of sales
    
    
    189,132
    
    
    
    197,756Gross margin
    
    
    147,129
    
    
    
    139,918Selling, delivery and administrative expenses
    
    
    125,988
    
    
    
    136,243Income from operations
    
    
    21,141
    
    
    
    3,675Interest expense
    
    
    9,258
    
    
    
    10,434Income (loss) before income taxes
    
    
    11,883
    
    
    
    (6,759
    )Income tax provision (benefit)
    
    
    3,060
    
    
    
    (2,085
    )Net income (loss)
    
    
    8,823
    
    
    
    (4,674
    )Less: Net income (loss) attributable to the
noncontrolling interest
    
    
    292
    
    
    
    (339
    )Net income (loss) attributable to Coca-Cola Bottling Co.
Consolidated
    
    $
    8,531
    
    
    $
    (4,335
    )Basic net income (loss) per share:Common Stock
    
    $
    .93
    
    
    $
    (.47
    )Weighted average number of Common Stock
shares outstanding
    
    
    6,857
    
    
    
    6,644Class B Common Stock
    
    $
    .93
    
    
    $
    (.47
    )Weighted average number of Class B Common
Stock shares outstanding
    
    
    2,306
    
    
    
    2,500Diluted net income (loss) per share:Common Stock
    
    $
    .93
    
    
    $
    (.47
    )Weighted average number of Common Stock
shares outstanding  assuming dilution
    
    
    9,174
    
    
    
    9,144Class B Common Stock
    
    $
    .93
    
    
    $
    (.47
    )Weighted average number of Class B Common
Stock shares outstanding  assuming dilution
    
    
    2,317
    
    
    
    2,500Cash dividends per share:Common Stock
    
    $
    .25
    
    
    $
    .25Class B Common Stock
    
    $
    .25
    
    
    $
    .25
  3




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedMarch 29,
    
    
    Dec. 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    37,996
    
    
    $
    45,407
    
    
    $
    9,930Accounts receivable, trade, less allowance for
doubtful accounts of $1,820, $1,188 and $858,
respectively
    
    
    97,647
    
    
    
    99,849
    
    
    
    107,412Accounts receivable from The Coca-Cola Company
    
    
    20,857
    
    
    
    3,454
    
    
    
    14,158Accounts receivable, other
    
    
    11,969
    
    
    
    12,990
    
    
    
    6,655Inventories
    
    
    72,924
    
    
    
    65,497
    
    
    
    65,556Prepaid expenses and other current assets
    
    
    23,261
    
    
    
    21,121
    
    
    
    24,881Total current assets
    
    
    264,654
    
    
    
    248,318
    
    
    
    228,592Property, plant and equipment, net
    
    
    329,896
    
    
    
    338,156
    
    
    
    358,626Leased property under capital leases, net
    
    
    55,051
    
    
    
    66,730
    
    
    
    69,829Other assets
    
    
    40,260
    
    
    
    33,937
    
    
    
    35,662Franchise rights, net
    
    
    520,672
    
    
    
    520,672
    
    
    
    520,672Goodwill, net
    
    
    102,049
    
    
    
    102,049
    
    
    
    102,049Other identifiable intangible assets, net
    
    
    5,770
    
    
    
    5,910
    
    
    
    4,192Total
    
    $
    1,318,352
    
    
    $
    1,315,772
    
    
    $
    1,319,622
  4




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##### Table of Contents



Unaudited
    
    
    
    
    
    
    UnauditedMarch 29,
    
    
    Dec. 28,
    
    
    March 30,2009
    
    
    2008
    
    
    2008LIABILITIES AND EQUITYCurrent
Liabilities:Current portion of debt
    
    $
    66,693
    
    
    $
    176,693
    
    
    $
    42,100Current portion of obligations under capital leases
    
    
    3,557
    
    
    
    2,781
    
    
    
    2,645Accounts payable, trade
    
    
    41,569
    
    
    
    42,383
    
    
    
    44,887Accounts payable to The Coca-Cola Company
    
    
    33,384
    
    
    
    35,311
    
    
    
    22,610Other accrued liabilities
    
    
    71,830
    
    
    
    57,504
    
    
    
    55,540Accrued compensation
    
    
    13,629
    
    
    
    23,285
    
    
    
    12,935Accrued interest payable
    
    
    13,606
    
    
    
    8,139
    
    
    
    14,337Total current liabilities
    
    
    244,268
    
    
    
    346,096
    
    
    
    195,054Deferred income taxes
    
    
    140,932
    
    
    
    139,338
    
    
    
    165,988Pension and postretirement benefit obligations
    
    
    104,898
    
    
    
    107,005
    
    
    
    33,645Other liabilities
    
    
    106,863
    
    
    
    107,037
    
    
    
    95,045Obligations under capital leases
    
    
    62,124
    
    
    
    74,833
    
    
    
    76,935Long-term debt
    
    
    524,757
    
    
    
    414,757
    
    
    
    591,450Total liabilities
    
    
    1,183,842
    
    
    
    1,189,066
    
    
    
    1,158,117Commitments 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
    
    
    
    102,732Retained earnings
    
    
    85,261
    
    
    
    79,021
    
    
    
    72,453Accumulated other comprehensive loss
    
    
    (56,601
    )
    
    
    (57,873
    )
    
    
    (12,925
    )145,075
    
    
    
    137,563
    
    
    
    175,093Less-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
    
    
    83,821
    
    
    
    76,309
    
    
    
    113,839Noncontrolling interest
    
    
    50,689
    
    
    
    50,397
    
    
    
    47,666Total equity
    
    
    134,510
    
    
    
    126,706
    
    
    
    161,505Total
    
    $
    1,318,352
    
    
    $
    1,315,772
    
    
    $
    1,319,622
  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
December 30, 2007
    
    $
    9,706
    
    
    $
    3,107
    
    
    $
    102,469
    
    
    $
    79,227
    
    
    $
    (12,751
    )
    
    $
    (61,254
    )
    
    $
    120,504
    
    
    $
    48,005
    
    
    $
    168,509Comprehensive
income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,335
    )
    
    
    
    
    
    
    
    
    
    
    (4,335
    )
    
    
    (339
    )
    
    
    (4,674
    )Foreign currency
translation
adjustments, 
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    7Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (67
    )
    
    
    
    
    
    
    (67
    )
    
    
    
    
    
    
    (67
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,395
    )
    
    
    (339
    )
    
    
    (4,734
    )Adjustment to change
measurement date for
SFAS No. 158, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (153
    )
    
    
    (114
    )
    
    
    
    
    
    
    (267
    )
    
    
    
    
    
    
    (267
    )Cash dividends paidCommon ($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,661
    )
    
    
    
    
    
    
    
    
    
    
    (1,661
    )
    
    
    
    
    
    
    (1,661
    )Class B Common
($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (625
    )
    
    
    
    
    
    
    
    
    
    
    (625
    )
    
    
    
    
    
    
    (625
    )Issuance of 20,000
shares of 
Class B
Common Stock
    
    
    
    
    
    
    20
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock compensation expense
    
    
    
    
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    283Balance on
March 30, 2008
    
    $
    9,706
    
    
    $
    3,127
    
    
    $
    102,732
    
    
    $
    72,453
    
    
    $
    (12,925
    )
    
    $
    (61,254
    )
    
    $
    113,839
    
    
    $
    47,666
    
    
    $
    161,505Balance 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,531
    
    
    
    
    
    
    
    
    
    
    
    8,531
    
    
    
    292
    
    
    
    8,823Foreign currency
translation
adjustments, 
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    (6
    )Pension and postretirement
benefit adjustments,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,278
    
    
    
    
    
    
    
    1,278
    
    
    
    
    
    
    
    1,278Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,803
    
    
    
    292
    
    
    
    10,095Cash dividends paidCommon ($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,661
    )
    
    
    
    
    
    
    
    
    
    
    (1,661
    )
    
    
    
    
    
    
    (1,661
    )Class B Common
($.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (630
    )
    
    
    
    
    
    
    
    
    
    
    (630
    )
    
    
    
    
    
    
    (630
    )Issuance of 20,000
shares of Class B
Common Stock
    
    
    
    
    
    
    20
    
    
    
    (20
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Class B
Common Stock into
Common Stock
    
    
    498
    
    
    
    (498
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance on
March 29, 2009
    
    $
    10,204
    
    
    $
    2,649
    
    
    $
    103,562
    
    
    $
    85,261
    
    
    $
    (56,601
    )
    
    $
    (61,254
    )
    
    $
    83,821
    
    
    $
    50,689
    
    
    $
    134,510
  6




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##### Table of Contents



First Quarter2009
    
    
    2008Cash Flows from Operating ActivitiesNet income (loss)
    
    $
    8,823
    
    
    $
    (4,674
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation expense
    
    
    15,060
    
    
    
    16,629Amortization of intangibles
    
    
    140
    
    
    
    110Deferred income taxes
    
    
    (747
    )
    
    
    (2,085
    )(Gain) loss on sale of property, plant and equipment
    
    
    (250
    )
    
    
    369Amortization of debt costs
    
    
    603
    
    
    
    615Amortization of deferred gain related to terminated
interest rate agreements
    
    
    (850
    )
    
    
    (426
    )Stock compensation expense
    
    
    517
    
    
    
    283Increase in current assets less current liabilities
    
    
    (13,087
    )
    
    
    (28,879
    )(Increase) decrease in other noncurrent assets
    
    
    (6,814
    )
    
    
    147Increase (decrease) in other noncurrent liabilities
    
    
    (1,616
    )
    
    
    1,753Other
    
    
    (56
    )
    
    
    (152
    )Total adjustments
    
    
    (7,100
    )
    
    
    (11,636
    )Net cash provided by (used in) operating activities
    
    
    1,723
    
    
    
    (16,310
    )Cash Flows from Investing ActivitiesAdditions to property, plant and equipment
    
    
    (6,249
    )
    
    
    (14,835
    )Proceeds from the sale of property, plant and equipment
    
    
    135
    
    
    
    174Investment in plastic bottle manufacturing cooperative
    
    
    
    
    
    
    (729
    )Net cash used in investing activities
    
    
    (6,114
    )
    
    
    (15,390
    )Cash Flows from Financing ActivitiesProceeds from lines of credit, net
    
    
    
    
    
    
    34,700Cash dividends paid
    
    
    (2,291
    )
    
    
    (2,286
    )Principal payments on capital lease obligations
    
    
    (643
    )
    
    
    (635
    )Other
    
    
    (86
    )
    
    
    (20
    )Net cash provided by (used in) financing activities
    
    
    (3,020
    )
    
    
    31,759Net increase (decrease) in cash
    
    
    (7,411
    )
    
    
    59Cash at beginning of period
    
    
    45,407
    
    
    
    9,871Cash at end of period
    
    $
    37,996
    
    
    $
    9,930Significant 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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##### Table of Contents



March 29,
    
    Dec. 28,
    
    March 30,In Thousands
    
    2009
    
    2008
    
    2008Finished products
    
    $
    45,781
    
    
    $
    36,418
    
    
    $
    41,822Manufacturing materials
    
    
    9,091
    
    
    
    12,620
    
    
    
    6,923Plastic shells, plastic pallets and other inventories
    
    
    18,052
    
    
    
    16,459
    
    
    
    16,811Total inventories
    
    $
    72,924
    
    
    $
    65,497
    
    
    $
    65,556
   March 29,
    
    Dec. 28,
    
    March 30,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesLand
    
    $
    12,167
    
    
    $
    12,167
    
    
    $
    12,280Buildings
    
    
    109,403
    
    
    
    109,384
    
    
    
    110,721
    
    
    10-50 yearsMachinery and equipment
    
    
    119,277
    
    
    
    118,934
    
    
    
    106,575
    
    
    5-20 yearsTransportation equipment
    
    
    175,984
    
    
    
    176,084
    
    
    
    174,785
    
    
    4-17 yearsFurniture and fixtures
    
    
    37,629
    
    
    
    38,254
    
    
    
    38,587
    
    
    4-10 yearsCold drink dispensing equipment
    
    
    316,487
    
    
    
    319,188
    
    
    
    325,586
    
    
    6-15 yearsLeasehold and land improvements
    
    
    60,154
    
    
    
    60,142
    
    
    
    60,047
    
    
    5-20 yearsSoftware for internal use
    
    
    63,479
    
    
    
    59,786
    
    
    
    52,155
    
    
    3-10 yearsConstruction in progress
    
    
    3,672
    
    
    
    4,891
    
    
    
    13,336Total property, plant and equipment, at cost
    
    
    898,252
    
    
    
    898,830
    
    
    
    894,072Less: Accumulated depreciation
and amortization
    
    
    568,356
    
    
    
    560,674
    
    
    
    535,446Property, plant and equipment, net
    
    $
    329,896
    
    
    $
    338,156
    
    
    $
    358,626
 9




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##### Table of Contents



March 29,
    
    Dec. 28,
    
    March 30,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesLeased property under capital leases
    
    $
    76,877
    
    
    $
    88,619
    
    
    $
    88,619
    
    
    3-20 yearsLess: Accumulated amortization
    
    
    21,826
    
    
    
    21,889
    
    
    
    18,790Leased property under capital leases, net
    
    $
    55,051
    
    
    $
    66,730
    
    
    $
    69,829
     10




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##### Table of Contents



March 29,
    
    Dec. 28,
    
    March 30,
    
    EstimatedIn Thousands
    
    2009
    
    2008
    
    2008
    
    Useful LivesOther identifiable intangible assets
    
    $
    8,665
    
    
    $
    8,909
    
    
    $
    6,599
    
    
    1-20 yearsLess: Accumulated amortization
    
    
    2,895
    
    
    
    2,999
    
    
    
    2,407Other identifiable intangible assets, net
    
    $
    5,770
    
    
    $
    5,910
    
    
    $
    4,192
    March 29,
    
    Dec. 28,
    
    March 30,In Thousands
    
    2009
    
    2008
    
    2008Accrued marketing costs
    
    $
    7,591
    
    
    $
    9,001
    
    
    $
    6,406Accrued insurance costs
    
    
    17,540
    
    
    
    17,132
    
    
    
    15,281Accrued taxes (other than income taxes)
    
    
    1,880
    
    
    
    374
    
    
    
    2,080Employee benefit plan accruals
    
    
    11,184
    
    
    
    8,626
    
    
    
    8,936Checks and transfers yet to be presented for payment from
zero balance cash account
    
    
    20,339
    
    
    
    11,074
    
    
    
    13,550All other accrued liabilities
    
    
    13,296
    
    
    
    11,297
    
    
    
    9,287Total other accrued liabilities
    
    $
    71,830
    
    
    $
    57,504
    
    
    $
    55,540
 11




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##### Table of Contents



Interest
    
    Interest
    
    March 29,
    
    Dec. 28,
    
    March 30,In Thousands
    
    Maturity
    
    Rate
    
    Paid
    
    2009
    
    2008
    
    2008Lines of Credit
    
    2008
    
    
    
    
    
    Varies
    
    $
    
    
    
    $
    
    
    
    $
    42,100Debentures
    
    2009
    
    
    7.20
    %
    
    Semi-annually
    
    
    57,440
    
    
    
    57,440
    
    
    
    57,440Debentures
    
    2009
    
    
    6.375
    %
    
    Semi-annually
    
    
    119,253
    
    
    
    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
    
    
    
    164,757591,450
    
    
    
    591,450
    
    
    
    633,550Less: Current portion of debt
    
    
    
    
    
    
    
    
    
    
    66,693
    
    
    
    176,693
    
    
    
    42,100Long-term debt
    
    
    
    
    
    
    
    
    
    $
    524,757
    
    
    $
    414,757
    
    
    $
    591,450
  12




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Interest
   13




---



##### Table of Contents



March 29, 2009
    
    December 28, 2008
    
    March 30, 2008Notional
    
    Remaining
    
    Notional
    
    Remaining
    
    Notional
    
    RemainingIn Thousands
    
    Amount
    
    Term
    
    Amount
    
    Term
    
    Amount
    
    TermInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    50,000
    
    
    1.2 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    1.3 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    4.7 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    1.1 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    7.0 yearsInterest rate swap agreement  floating
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    4.7 years
  Commodities
   14




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##### Table of Contents



In Thousands
    
    Classification of Gain
    
    Gain RecognizedFuel hedges
    
    Selling, delivery and administrative expenses
    
    $
    1,451Aluminum hedges
    
    Cost of sales
    
    
    663Total Gain
    
    
    
    $
    2,114
  March 29,In Thousands
    
    Balance Sheet Classification
    
    2009AssetsAluminum
hedges at fair market value
    
    Prepaid and other assets
    
    $
    663Unamortized cost of fuel hedging contracts
    
    Prepaid and other assets
    
    
    1,441Unamortized cost of aluminum hedging contracts
    
    Prepaid and other assets
    
    
    1,197LiabilitiesFuel hedges
at fair market value
    
    Other accrued liabilities
    
    
    215
   Notional
    
    LatestIn Thousands
    
    Amount
    
    MaturityDiesel fuel hedging contracts
    $
    29,759
    
    
    December 2010Aluminum hedging contracts
    
    23,569
    
    
    December 2010
    Cash and Cash Equivalents, Accounts Receivable and Accounts Payable
  Public Debt Securities
  15




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##### Table of Contents



Non-Public Variable Rate Debt
  Deferred Compensation Plan Assets
  Derivative Financial Instruments
  Letters of Credit
   March 29, 2009
    
    December 28, 2008
    
    March 30, 2008Carrying
    
    Fair
    
    Carrying
    
    Fair
    
    Carrying
    
    FairIn Thousands
    
    Amount
    
    Value
    
    Amount
    
    Value
    
    Amount
    
    ValuePublic debt securities
    
    $
    591,450
    
    
    $
    569,606
    
    
    $
    591,450
    
    
    $
    559,963
    
    
    $
    591,450
    
    
    $
    588,616Non-public variable rate debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,100
    
    
    
    42,100Deferred compensation plan assets
    
    
    5,841
    
    
    
    5,841
    
    
    
    5,446
    
    
    
    5,446
    
    
    
    6,810
    
    
    
    6,810Interest rate swap agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,405
    )
    
    
    (8,405
    )Fuel hedging agreements
    
    
    215
    
    
    
    215
    
    
    
    1,985
    
    
    
    1,985
    
    
    
    (654
    )
    
    
    (654
    )Aluminum hedging agreements
    
    
    (663
    )
    
    
    (663
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Letters of credit
    
    
    
    
    
    
    19,200
    
    
    
    
    
    
    
    19,274
    
    
    
    
    
    
    
    21,496
   16




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##### Table of Contents



March 29, 2009
    
    December 28, 2008
    
    March 30, 2008In Thousands
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2
    
    Level 1
    
    Level 2AssetsDeferred compensation plan assets
    
    $
    5,841
    
    
    
    
    
    
    $
    5,446
    
    
    
    
    
    
    $
    6,810Aluminum hedging agreements
    
    
    
    
    
    $
    663Fuel hedging agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    654Interest rate swap agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,405LiabilitiesDeferred compensation plan liabilities
    
    
    5,841
    
    
    
    
    
    
    
    5,446
    
    
    
    
    
    
    
    6,810Fuel hedging agreements
    
    
    
    
    
    
    215
    
    
    
    
    
    
    $
    1,985
  17




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##### Table of Contents



March 29,
    
    Dec. 28,
    
    March 30,In Thousands
    
    2009
    
    2008
    
    2008Accruals for executive benefit plans
    
    $
    79,177
    
    
    $
    77,299
    
    
    $
    77,222Other
    
    
    27,686
    
    
    
    29,738
    
    
    
    17,823Total other liabilities
    
    $
    106,863
    
    
    $
    107,037
    
    
    $
    95,045
    18




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19




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##### Table of Contents



First QuarterIn Thousands
    
    2009
    
    
    2008Statutory expense (benefit)
    
    $
    4,057
    
    
    $
    (2,247
    )State income taxes (benefits), net of federal effect
    
    
    505
    
    
    
    (279
    )Manufacturing deduction benefit
    
    
    (315
    )
    
    
    128Meals and entertainment
    
    
    247
    
    
    
    (103
    )Adjustment for uncertain tax positions
    
    
    (1,686
    )
    
    
    159Other, net
    
    
    252
    
    
    
    257Income tax expense (benefit)
    
    $
    3,060
    
    
    $
    (2,085
    )
      20




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##### Table of Contents



Dec. 28,
    
    Pre-tax
    
    Tax
    
    March 29,In Thousands
    
    2008
    
    Activity
    
    Effect
    
    2009Net pension activity:Actuarial loss
    
    $
    (56,717
    )
    
    $
    2,339
    
    
    $
    (921
    )
    
    $
    (55,299
    )Prior service costs
    
    
    (45
    )
    
    
    4
    
    
    
    (1
    )
    
    
    (42
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,625
    )
    
    
    217
    
    
    
    (86
    )
    
    
    (9,494
    )Prior service costs
    
    
    8,459
    
    
    
    (446
    )
    
    
    176
    
    
    
    8,189Transition asset
    
    
    41
    
    
    
    (6
    )
    
    
    2
    
    
    
    37Foreign currency translation adjustment
    
    
    14
    
    
    
    (10
    )
    
    
    4
    
    
    
    8Total
    
    $
    (57,873
    )
    
    $
    2,098
    
    
    $
    (826
    )
    
    $
    (56,601
    )
 Application ofDec. 30,
    
    
    SFAS No. 158
    
    
    Pre-tax
    
    
    Tax
    
    
    March 30,In Thousands
    
    2007
    
    
    After tax(1)
    
    
    Activity
    
    
    Effect
    
    
    2008Net pension activity:Actuarial loss
    
    $
    (12,684
    )
    
    $
    23
    
    
    $
    111
    
    
    $
    (43
    )
    
    $
    (12,593
    )Prior service costs
    
    
    (55
    )
    
    
    1
    
    
    
    4
    
    
    
    (2
    )
    
    
    (52
    )Net postretirement benefits activity:Actuarial loss
    
    
    (9,928
    )
    
    
    141
    
    
    
    229
    
    
    
    (88
    )
    
    
    (9,646
    )Prior service costs
    
    
    9,833
    
    
    
    (275
    )
    
    
    (446
    )
    
    
    171
    
    
    
    9,283Transition asset
    
    
    60
    
    
    
    (4
    )
    
    
    (6
    )
    
    
    3
    
    
    
    53Foreign currency translation adjustment
    
    
    23
    
    
    
    
    
    
    
    12
    
    
    
    (5
    )
    
    
    30Total
    
    $
    (12,751
    )
    
    $
    (114
    )
    
    $
    (96
    )
    
    $
    36
    
    
    $
    (12,925
    )
 
 (1)
    
    See Note 18 of the consolidated financial statements for additional information.  sm
 21




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##### Table of Contents



PotentialAnnual
    
    First QuarterShares
    
    Grant-Date
    
    Compensation
    
    CompensationYear
    
    Awarded
    
    Price
    
    Expense
    
    Expense2008
    
    
    20,000
    
    
    $
    56.50
    
    
    $
    1,130,000
    
    
    $
    282,500
 22




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23




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##### Table of Contents



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
   First QuarterIn Thousands
    
    2009
    
    2008Service cost
    
    $
    23
    
    
    $
    21Interest cost
    
    
    2,788
    
    
    
    2,701Expected return on plan assets
    
    
    (2,270
    )
    
    
    (3,410
    )Amortization of prior service cost
    
    
    4
    
    
    
    4Recognized net actuarial loss
    
    
    2,339
    
    
    
    111Net periodic pension cost (income)
    
    $
    2,884
    
    
    $
    (573
    )
 24




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##### Table of Contents



Postretirement Benefits
   First QuarterIn Thousands
    
    2009
    
    2008Service cost
    
    $
    158
    
    
    $
    128Interest cost
    
    
    557
    
    
    
    536Amortization of unrecognized transitional assets
    
    
    (6
    )
    
    
    (6
    )Recognized net actuarial loss
    
    
    217
    
    
    
    229Amortization of prior service cost
    
    
    (446
    )
    
    
    (446
    )Net periodic postretirement benefit cost
    
    $
    480
    
    
    $
    441
 401(k) Savings Plan
   Multi-Employer Benefits
  25




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##### Table of Contents



First QuarterIn Millions
    
    2009
    
    
    2008Payments by the Company for concentrate, syrup,
sweetener and other purchases
    
    $
    83.8
    
    
    $
    87.3Marketing funding support payments to the Company
    
    
    9.6
    
    
    
    8.5Payments by the Company net of marketing funding support
    
    $
    74.2
    
    
    $
    78.8Payments by the Company for customer marketing programs
    
    $
    11.1
    
    
    $
    11.0Payments by the Company for cold drink equipment parts
    
    
    1.5
    
    
    
    1.6Fountain delivery and equipment repair fees paid to the Company
    
    
    2.9
    
    
    
    2.3Presence marketing funding support provided by
The Coca-Cola Company on the Companys behalf
    
    
    1.0
    
    
    
    1.1Sales of finished products to The Coca-Cola Company
    
    
    .6
    
    
    
    3.7
   26




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27




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First QuarterIn Thousands
    
    2009
    
    2008Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    235,455
    
    
    $
    234,552Still beverages
    
    
    46,750
    
    
    
    53,456Total bottle/can sales
    
    
    282,205
    
    
    
    288,008Other sales:Sales to other Coca-Cola bottlers
    
    
    31,133
    
    
    
    28,028Post-mix and other
    
    
    22,923
    
    
    
    21,638Total other sales
    
    
    54,056
    
    
    
    49,666Total net sales
    
    $
    336,261
    
    
    $
    337,674
  28




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##### Table of Contents



First QuarterIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008Numerator for basic and diluted net income (loss) per
Common Stock and Class B Common Stock share:Net income
(loss) attributable to Coca-Cola Bottling Co. Consolidated
    
    $
    8,531
    
    
    $
    (4,335
    )Less dividends:Common Stock
    
    
    1,714
    
    
    
    1,661Class B Common Stock
    
    
    577
    
    
    
    625Total undistributed earnings (losses)
    
    $
    6,240
    
    
    $
    (6,621
    )Common Stock undistributed earnings (losses)
 basic
    
    $
    4,670
    
    
    $
    (4,811
    )Class B Common Stock undistributed earnings (losses)
 basic
    
    
    1,570
    
    
    
    (1,810
    )Total undistributed earnings (losses)  basic
    
    $
    6,240
    
    
    $
    (6,621
    )Common Stock undistributed earnings (losses)  diluted
    
    $
    4,664
    
    
    $
    (4,811
    )Class B Common Stock undistributed earnings
(losses)  diluted
    
    
    1,576
    
    
    
    (1,810
    )Total undistributed earnings (losses)  diluted
    
    $
    6,240
    
    
    $
    (6,621
    )Numerator for basic net income (loss) per Common
Stock share:Dividends on Common Stock
    
    $
    1,714
    
    
    $
    1,661Common Stock undistributed earnings (losses)  basic
    
    
    4,670
    
    
    
    (4,811
    )Numerator for basic net income (loss) per Common
Stock share
    
    $
    6,384
    
    
    $
    (3,150
    )Numerator for basic net income (loss) per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    577
    
    
    $
    625Class B Common Stock undistributed earnings (losses)
 basic
    
    
    1,570
    
    
    
    (1,810
    )Numerator for basic net income (loss) per Class B
Common Stock share
    
    $
    2,147
    
    
    $
    (1,185
    )
 29




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First QuarterIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008Numerator for diluted net income (loss) per
Common Stock share:Dividends on Common Stock
    
    $
    1,714
    
    
    $
    1,661Dividends on Class B Common Stock
assumed converted to Common Stock
    
    
    577
    
    
    
    625Common Stock undistributed earnings (losses)
 diluted
    
    
    6,240
    
    
    
    (6,621
    )Numerator for diluted net income (loss) per
Common Stock share
    
    $
    8,531
    
    
    $
    (4,335
    )Numerator for diluted net income (loss) per Class B
Common Stock share:Dividends on Class B Common Stock
    
    $
    577
    
    
    $
    625Class B Common Stock undistributed earnings (losses)
 diluted
    
    
    1,576
    
    
    
    (1,810
    )Numerator for diluted net income (loss) per Class B
Common Stock share
    
    $
    2,153
    
    
    $
    (1,185
    )
 30




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First QuarterIn Thousands (Except Per Share Data)
    
    2009
    
    
    2008Denominator for basic net income (loss) per Common
Stock and Class B Common Stock share:Common Stock weighted average shares
outstanding  basic
    
    
    6,857
    
    
    
    6,644Class B Common Stock weighted average shares
outstanding  basic
    
    
    2,306
    
    
    
    2,500Denominator for diluted net income (loss) 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)
    
    
    9,174
    
    
    
    9,144Class B Common Stock weighted average shares
outstanding  diluted
    
    
    2,317
    
    
    
    2,500Basic net income (loss) per share:Common Stock
    
    $
    .93
    
    
    $
    (.47
    )Class B Common Stock
    
    $
    .93
    
    
    $
    (.47
    )Diluted net income (loss) per share:Common Stock
    
    $
    .93
    
    
    $
    (.47
    )Class B Common Stock
    
    $
    .93
    
    
    $
    (.47
    )
 
 NOTES TO TABLE(1)
    
    For purposes of the diluted net income (loss) 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 (loss) 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. 31




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32




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First QuarterIn Thousands
    
    2009
    
    2008Accounts receivable, trade, net
    
    $
    2,202
    
    
    $
    (14,913
    )Accounts receivable from The Coca-Cola Company
    
    
    (17,403
    )
    
    
    (10,358
    )Accounts receivable, other
    
    
    1,021
    
    
    
    1,212Inventories
    
    
    (7,427
    )
    
    
    (2,022
    )Prepaid expenses and other current assets
    
    
    (2,166
    )
    
    
    (4,143
    )Accounts payable, trade
    
    
    (814
    )
    
    
    (6,436
    )Accounts payable to The Coca-Cola Company
    
    
    (1,927
    )
    
    
    11,013Other accrued liabilities
    
    
    18,133
    
    
    
    1,360Accrued compensation
    
    
    (10,173
    )
    
    
    (10,512
    )Accrued interest payable
    
    
    5,467
    
    
    
    5,920Increase in current assets less current liabilities
    
    $
    (13,087
    )
    
    $
    (28,879
    )
  Recently Adopted Pronouncements
   33




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34




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Recently Issued Pronouncements
     35




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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
    
    
    521
    
    
    
    13
    
    
    
    534Balance at March 29, 2009
    
    $
    455
    
    
    $
    
    
    
    $
    455
 36




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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 2009 (Q1 2009) and changes from
the first quarter of 2008 (Q1 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 Q1 2009
and Q1 2008.
    
    Financial Condition  an analysis of the Companys financial condition as of the end of
Q1 2009 compared to year-end 2008 and the end of Q1 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
  37




---



##### Table of Contents



First QuarterIn Thousands
    
    2009
    
    2008Bottle/can sales:Sparkling beverages (including energy products)
    
    $
    235,455
    
    
    $
    234,552Still beverages
    
    
    46,750
    
    
    
    53,456Total bottle/can sales
    
    
    282,205
    
    
    
    288,008Other sales:Sales to other Coca-Cola bottlers
    
    
    31,133
    
    
    
    28,028Post-mix and other
    
    
    22,923
    
    
    
    21,638Total other sales
    
    
    54,056
    
    
    
    49,666Total net sales
    
    $
    336,261
    
    
    $
    337,674
 38




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##### Table of Contents



Areas of Emphasis
  Revenue Management
  Product Innovation and Beverage Portfolio Expansion
 ® ® ®   ® ® ® ®
 ® ® ®
 ® ® 
 
 39




---



##### Table of Contents



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
  
    
    a $1.1 million pre-tax favorable mark-to-market adjustment to S,D&A expenses related to
the Companys 2010 fuel hedging program;
    
    a $.4 million pre-tax favorable mark-to-market adjustment to S,D&A expenses related to
the Companys 2009 fuel hedging program;
    
    a $.7 million pre-tax favorable mark-to-market adjustment to cost of sales related to
the Companys 2010 aluminum hedging program;
    
    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;
    
    a $1.2 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; and
 40




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##### Table of Contents




    
    a $1.7 million credit to income tax expense related to the agreement with a state tax
authority to settle certain prior tax positions.
  First Quarter
    
    
    
    
    
    %In Thousands (Except Per Share Data)
    
    2009
    
    2008
    
    Change
    
    ChangeNet sales
    
    $
    336,261
    
    
    $
    337,674
    
    
    $
    (1,413
    )
    
    
    (.4
    )Gross margin
    
    
    147,129
    
    
    
    139,918
    
    
    
    7,211
    
    
    
    5.2S,D&A expenses
    
    
    125,988
    
    
    
    136,243
    
    
    
    (10,255
    )
    
    
    (7.5
    )Income from operations
    
    
    21,141
    
    
    
    3,675
    
    
    
    17,466
    
    
    NM
*Interest expense
    
    
    9,258
    
    
    
    10,434
    
    
    
    (1,176
    )
    
    
    (11.3
    )Income (loss) before income taxes
    
    
    11,883
    
    
    
    (6,759
    )
    
    
    18,642
    
    
     NM
*Income tax provision (benefit)
    
    
    3,060
    
    
    
    (2,085
    )
    
    
    5,145
    
    
     NM
*Net income (loss)
    
    
    8,823
    
    
    
    (4,674
    )
    
    
    13,497
    
    
     NM
*Net income (loss) attributable to the Company
    
    
    8,531
    
    
    
    (4,335
    )
    
    
    12,866
    
    
     NM
*Basic net income (loss) per share:Common Stock
    
    $
    .93
    
    
    $
    (.47
    )
    
    $
    1.40
    
    
     NM
*Class B Common Stock
    
    $
    .93
    
    
    $
    (.47
    )
    
    $
    1.40
    
    
     NM
*Diluted net income (loss) per share:Common Stock
    
    $
    .93
    
    
    $
    (.47
    )
    
    $
    1.40
    
    
     NM
*Class B Common Stock
    
    $
    .93
    
    
    $
    (.47
    )
    
    $
    1.40
    
    
     NM
*
 
 *
    
    Not meaningful     41




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##### Table of Contents



March 29,
    
    December 28,
    
    March 30,In Thousands
    
    2009
    
    2008
    
    2008Debt
    
    $
    591,450
    
    
    $
    591,450
    
    
    $
    633,550Capital lease obligations
    
    
    65,681
    
    
    
    77,614
    
    
    
    79,580Total debt and capital lease obligations
    
    
    657,131
    
    
    
    669,064
    
    
    
    713,130Less: Cash and cash equivalents
    
    
    37,996
    
    
    
    45,407
    
    
    
    9,930Total net debt and capital lease obligations (1)
    
    $
    619,135
    
    
    $
    623,657
    
    
    $
    703,200
 (1)
    
    The non-GAAP measure Total net debt and capital lease obligations is used to
provide investors with additional information which management believes is helpful in the
evaluation of the Companys capital structure and financial
leverage. Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements
 Critical Accounting Policies
   New Accounting Pronouncements
 Recently Adopted Pronouncements
  42




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43




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##### Table of Contents



Recently Issued Pronouncements
     Results of Operations
 Q1 2009 Compared to Q1 2008
 Net Sales
  44




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##### Table of Contents



Q1 2009
    
    

Attributable to:(In Millions)$
    (18.9
    )
    
    7.0% decrease in bottle/can volume primarily due to a volume
decrease in all product categories except energy products13.0
    
    

5.2% increase in bottle/can sales price per unit primarily due to higher per unit
prices in all product categories except energy and enhanced water
products1.8
    
    

6.0%
increase in  sales price per unit for sales to other Coca-Cola
bottlers primarily due to increases in all
product categories except energy products(1.5
    )
    

8.8%
decrease in post-mix volume1.4
    
    

4.8%
increase in  sales volume sold to other Coca-Cola
bottlers primarily due to a volume increase in sparkling
products1.0
    
    

6.4%
increase in post-mix sales price per unit1.8
    
    
    Other$
    (1.4
    )
    
    Total decrease in net sales
   Bottle/Can Sales Volume
    
    Bottle/Can Sales VolumeProduct Category
    
    Q1 2009
    
    Q1 2008
    
    % Increase (Decrease)Sparkling beverages (including
energy products)
    
    
    86.2
    %
    
    
    84.4
    %
    
    
    (5.0
    )Still beverages
    
    
    13.8
    %
    
    
    15.6
    %
    
    
    (18.0
    )Total bottle/can sales volume
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    (7.0
    )
   45




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##### Table of Contents



Cost of Sales
    Q1 2009
    
    
    Attributable to:(In Millions)$
    (10.9
    )
    
    7.0% decrease in bottle/can volume primarily due to a volume
decrease in all product categories except energy products2.8
    
    
    Increase  in raw material costs such as
concentrate, high fructose corn syrup and aluminum, partially offset by a decrease in
purchased products1.3
    
    

4.8%
increase in  sales volume sold to other Coca-Cola
bottlers primarily due to a volume increase in sparkling
products(1.0
    )
    

8.8%
decrease in post-mix volume(0.8
    )
    

Increase
in marketing funding support received primarily from The Coca-Cola
Company(0.7
    )
    

Decrease
in cost due to the Companys aluminum hedging program0.7
    
    
    Other$
    (8.6
    )
    
    Total decrease in cost of sales
   Gross Margin
  46




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##### Table of Contents



Q1 2009
    
    
    Attributable to:(In Millions)$
    13.0
    
    
    5.2% increase in bottle/can sales price per unit primarily
due to higher per unit prices in all product categories
except energy and enhanced water products(8.0
    )
    
    7.0% decrease in bottle/can volume primarily due to a volume decrease in all product
categories except energy products(2.8
    )
    
    Increase  in raw material costs such as
concentrate, high fructose corn syrup and aluminum, partially offset by a decrease in
purchased products1.8
    
    

6.0%
increase in  sales price per unit for sales to other Coca-Cola
bottlers primarily due to increases in all product
categories except energy products1.0
    
    

6.4%
increase in post-mix sales price per unit0.8
    
    

Increase
in marketing funding support received primarily from The Coca-Cola
Company0.7
    
    

Increase
in gross margin due to the Companys aluminum hedging program0.7
    
    
    Other$
    7.2
    
    
    Total increase in gross margin
   S,D&A Expenses
   47




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##### Table of Contents



Q1 2009
    
    
    Attributable to:(In Millions)$
    (5.7
    )
    
    Decrease in employee salaries primarily due to the Companys
plan in July 2008 to reorganize the structure of its
operating units and support services and the elimination of
approximately 350 positions(3.6
    )
    
    Decrease in fuel and other energy costs related to the movement of finished goods from
sales distribution centers to customer locations, including the net impact of the Companys fuel hedging program2.7
    
    

Increase
in employee benefit costs primarily due to higher pension plan
costs2.0
    
    

Increase
in bad debt expense(1.2
    )
    
    Decrease in depreciation expense due to a change in the useful lives of
certain cold drink dispensing equipment(0.6
    )
    

Gain
on the termination of a capital lease(3.9
    )
    
    Other$
    (10.3
    )
    
    Total decrease in S,D&A expenses
      48




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##### Table of Contents



Interest Expense
  Income Taxes
   Noncontrolling Interest
  Financial Condition
    
    
    A decrease in current portion of long-term debt of $110.0 million primarily due to the
reclassification from current to long-term of $110.0 million of debentures which will be
repaid from the proceeds of a debt offering in April 2009.
 
    
    A decrease in cash and cash equivalents of $7.4 million primarily due to cash used in
operations.
 49




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##### Table of Contents




    
    An increase in inventories of
$7.4 million due primarily to seasonal increase and
package changes for certain products.
    
    An increase in accounts receivable from and a decrease in accounts payable to The Coca-Cola
Company of $17.4 million and $1.9 million, respectively, primarily due to the timing of
payments.
    
    An increase in other accrued liabilities of $14.3 million primarily due to the timing of
payments.
    
    A decrease in accrued compensation of $9.7 million due primarily to the payment of bonuses
in March 2009.
    
    An increase in accrued interest payable of $5.5 million primarily due to the timing of
interest payments.
  
    
    An increase in cash and cash equivalents of $28.1 million primarily due to cash flow from
operations.
    
    A decrease in accounts receivable, trade, net of $9.8 million primarily due to changed
credit terms for certain customers.
    
    An increase in inventories of $7.4 million primarily due to package changes for certain
products and increased raw material levels.
    
    An increase in current portion of long-term debt of $24.6 million primarily due to the
reclassification from long-term to current of $66.7 million of debentures which mature in May
2009 and July 2009
offset by lower borrowing on the Companys lines of credit.
    
    An increase in accounts receivable from and an increase in accounts payable to The
Coca-Cola Company of $6.7 million and $10.8 million, respectively, primarily due to the timing
of payments.
    
    An increase in other accrued liabilities
of $16.3 million primarily due to the timing of
payments.
  Liquidity and Capital Resources
 Capital Resources
    50




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##### Table of Contents



Cash Sources and Uses
   First QuarterIn Millions
    
    2009
    
    2008Cash SourcesCash provided by operating activities (excluding income tax payments)
    
    $
    2.5
    
    
    $
    Proceeds from lines of credit, net
    
    
    
    
    
    
    34.7Proceeds from the sale of property, plant and equipment
    
    
    .1
    
    
    
    .2Total cash sources
    
    $
    2.6
    
    
    $
    34.9Cash UsesCash used in operating activities
    
    $
    
    
    
    $
    16.3Capital expenditures
    
    
    6.2
    
    
    
    14.8Investment in plastic bottle manufacturing cooperative
    
    
    
    
    
    
    .7Payment of debt and capital lease obligations
    
    
    .6
    
    
    
    .6Dividends
    
    
    2.3
    
    
    
    2.3Income tax payments
    
    
    .8
    
    
    
    Other
    
    
    .1
    
    
    
    .1Total cash uses
    
    $
    10.0
    
    
    $
    34.8Increase (decrease) in cash
    
    $
    (7.4
    )
    
    $
    .1
 Investing Activities
  51




---



##### Table of Contents



Financing Activities
      Long-Term DebtStandard & Poors
    
    BBBMoodys
    
    Baa2
  52




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Aggregate Contractual Obligations
  Payments Due by PeriodApr. 2009-
    
    Apr. 2010-
    
    Apr. 2012-
    
    AfterIn Thousands
    
    Total
    
    Mar. 2010
    
    Mar. 2012
    
    Mar. 2014
    
    Mar. 2014Contractual obligations:Total debt, net of interest
    
    $
    591,450
    
    
    $
    66,693
    
    
    $
    
    
    
    $
    150,000
    
    
    $
    374,757Capital lease obligations,
net of interest
    
    
    65,681
    
    
    
    3,557
    
    
    
    7,762
    
    
    
    8,634
    
    
    
    45,728Estimated interest on
long-term debt and capital
lease obligations (1)
    
    
    231,129
    
    
    
    35,059
    
    
    
    65,763
    
    
    
    54,978
    
    
    
    75,329Purchase obligations (2)
    
    
    483,884
    
    
    
    93,655
    
    
    
    187,310
    
    
    
    187,310
    
    
    
    15,609Other long-term liabilities (3)
    
    
    109,086
    
    
    
    7,441
    
    
    
    14,521
    
    
    
    13,631
    
    
    
    73,493Operating leases
    
    
    20,480
    
    
    
    3,521
    
    
    
    4,988
    
    
    
    3,145
    
    
    
    8,826Long-term contractual
arrangements (4)
    
    
    25,319
    
    
    
    6,876
    
    
    
    11,146
    
    
    
    6,988
    
    
    
    309Postretirement obligations
    
    
    37,068
    
    
    
    2,291
    
    
    
    4,811
    
    
    
    5,200
    
    
    
    24,766Purchase orders (5)
    
    
    34,579
    
    
    
    34,579
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    1,598,676
    
    
    $
    253,672
    
    
    $
    296,301
    
    
    $
    429,886
    
    
    $
    618,817
 (1)
    
    Includes interest payments based on contractual terms, current interest rates for variable
rate debt and interest related to the $110 million Senior Notes
issued in April 2009.(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. 53




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##### Table of Contents



Hedging Activities
 Interest Rate Hedging
     54




---



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Fuel Hedging
     Aluminum Hedging
    55




---



##### Table of Contents



Cautionary Information Regarding Forward-Looking Statements
  
    
    the Companys belief that other parties to certain contractual arrangements will perform
their obligations;
    
    potential marketing funding support from The Coca-Cola Company and other beverage
companies;
    
    the Companys belief that disposition of certain claims and legal proceedings will not
have a material adverse effect on its financial condition, cash flows or results of
operations and that no material amount of loss in excess of recorded amounts is reasonably
possible;
    
    managements belief that the Company has adequately provided for any ultimate amounts
that are likely to result from tax audits;
    
    managements belief that the Company has sufficient resources available to finance its
business plan, meet its working capital requirements and maintain an appropriate level of
capital spending;
    
    the Companys belief that the cooperatives whose debt and lease obligations the Company
guarantees have sufficient assets and the ability to adjust selling prices of their
products to adequately mitigate the risk of material loss and that the cooperatives will
perform their obligations under their debt and lease agreements;
    
    the Companys key priorities which are revenue management, product innovation and
beverage portfolio expansion, distribution cost management and
productivity;
    
    the Companys hypothetical
calculation of the impact of a 1% increase in interest rates on
outstanding floating rate debt and capital lease obligations for the
next twelve months as of March 29, 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 $60 million;
    
    the Companys beliefs and estimates regarding the impact of the adoption of certain new
accounting pronouncements;
    
    the Companys beliefs that the growth prospects of Company-owned or exclusive licensed
brands appear promising and the cost of developing, marketing and distributing these brands
may be significant;
    
    the Companys expectation that unrecognized tax benefits may be reduced over the next 12
months as a result of tax audits;
    
    the Companys expectation that it will use cash flow generated from operations, its $200
million credit facility and the proceeds from the $110 million Senior Notes offering in
April 2009 to repay or refinance debentures maturing in
May 2009 and July 2009;
    
    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;
 56




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##### Table of Contents




    
    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 $21 million assuming flat volume;
    
    the Companys anticipation that pension expense related to the two Companys sponsored
pension plans is estimated to be approximately $11.6 million in
2009;
    
    the Companys anticipation that the suspension of matching contributions to its 401(k)
Savings Plan will reduce benefit costs by approximately
$7 million in 2009;
    
    the Companys expectation that its overall bottle/can revenue will be primarily
dependent upon continued growth in diet sparkling products, sports drinks, enhanced water
and energy products, the introduction of new products and the pricing of brands and
packages within channels;
    
    the Companys belief that the
majority of its deferred tax assets will be realized;
    
    the Companys belief that innovation of new brands and packages will continue to be
critical to the Companys overall revenue; and
    
    the Companys belief that its
restructuring plan in 2008 will continue to result in substantial
cost savings.
   57




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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
    58




---



##### Table of Contents



Effects of Changing Prices
  
 Item 4. Controls and Procedures.
   59




---



##### Table of Contents



Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
   60




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##### Table of Contents



Item 6. Exhibits.
 ExhibitNumber
    
    Description4.1
    
    The registrant, by signing this report, agrees to furnish the Securities and
Exchange Commission, upon its request, a copy of any instrument which defines the
rights of holders of long-term debt of the registrant and its consolidated
subsidiaries which authorizes a total amount of securities not in excess of 10 percent
of the total assets of the registrant and its subsidiaries on a
consolidated basis.10.1
    
    Amended and Restated Stock Rights and Restriction Agreement, dated February 19,
2009, by and among the Company, The Coca-Cola Company and J. Frank Harrison, III,
incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on
Form 8-K filed on February 19, 2009 (File
No. 0-9286).10.2
    
    Termination of Irrevocable Proxy and Voting Agreement, dated February 19, 2009,
by and between The Coca-Cola Company and J. Frank Harrison, III, incorporated herein
by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on
February 19, 2009 (File No. 0-9286).10.3
    
    Lease Agreement, dated March 23, 2009, between the Company and Harrison Limited
Partnership One, incorporated herein by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on March 26, 2009 (File
No. 0-9286).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).
 61




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##### Table of Contents



COCA-COLA BOTTLING CO. CONSOLIDATED(REGISTRANT)Date: May 8, 2009
    
    By:
    
    /s/ James E. HarrisJames E. HarrisPrincipal Financial Officer of the RegistrantandSenior Vice President and Chief Financial OfficerDate:
May 8, 2009
    
    By:
    
    /s/ William J. BilliardWilliam J. BilliardPrincipal Accounting Officer of the RegistrantandVice President, Controller and Chief Accounting Officer
 62