Annual Reports

  • 10-K (Mar 14, 2014)
  • 10-K (Mar 14, 2013)
  • 10-K (Mar 16, 2012)
  • 10-K (Mar 18, 2011)
  • 10-K (Mar 18, 2010)
  • 10-K (Mar 13, 2009)

 
Quarterly Reports

 
8-K

 
Other

Coca-Cola Bottling Co. Consolidated 10-K 2010
e10vk
Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended January 3, 2010
 
Commission file number 0-9286
 
Coca-Cola Bottling Logo
 
     
Delaware
  56-0950585
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
 
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
 
(704) 557-4400
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
     
Title of Each Class
 
Name of Each Exchange on Which Registered
 
Common Stock, $1.00 Par Value
  The Nasdaq Stock Market LLC
(Global Select Market)
 
Securities Registered Pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o
  Accelerated filer þ   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  þ
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
 
     
    Market Value as of
    June 26, 2009
 
Common Stock, $l.00 Par Value
  $270,901,090
Class B Common Stock, $l.00 Par Value
  *
 
* No market exists for the shares of Class B Common Stock, which is neither registered under Section 12 of the Act nor subject to Section 15(d) of the Act. The Class B Common Stock is convertible into Common Stock on a share-for-share basis at the option of the holder.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
         
    Outstanding as of
 
Class
  March 5, 2010  
 
Common Stock, $1.00 Par Value
    7,141,447  
Class B Common Stock, $1.00 Par Value
    2,021,882  
 
Documents Incorporated by Reference
 
         
Portions of Proxy Statement to be filed pursuant to Section 14 of the Exchange Act with respect to the 2010 Annual Meeting of Stockholders
    Part III, Items 10-14  
 


 

 
 
                 
        Page
 
PART I
  Item 1.     Business     1  
  Item 1A.     Risk Factors     10  
  Item 1B.     Unresolved Staff Comments     17  
  Item 2.     Properties     17  
  Item 3.     Legal Proceedings     18  
  Item 4.     Reserved     18  
        Executive Officers of the Company     18  
 
PART II
  Item 5.     Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     20  
  Item 6.     Selected Financial Data     22  
  Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations     23  
  Item 7A.     Quantitative and Qualitative Disclosures about Market Risk     52  
  Item 8.     Financial Statements and Supplementary Data     54  
  Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     104  
  Item 9A.     Controls and Procedures     104  
  Item 9B.     Other Information     104  
 
PART III
  Item 10.     Directors, Executive Officers and Corporate Governance     105  
  Item 11.     Executive Compensation     105  
  Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     105  
  Item 13.     Certain Relationships and Related Transactions, and Director Independence     105  
  Item 14.     Principal Accountant Fees and Services     105  
 
PART IV
  Item 15.     Exhibits and Financial Statement Schedules     106  
        Signatures     113  
 EX-10.31
 EX-12
 EX-21
 EX-23
 EX-31.1
 EX-31.2
 EX-32


Table of Contents

 
 
Item 1.   Business
 
Introduction
 
Coca-Cola Bottling Co. Consolidated, a Delaware corporation (together with its majority-owned subsidiaries, the “Company”), produces, markets and distributes nonalcoholic beverages, primarily products of The Coca-Cola Company, Atlanta, Georgia (“The Coca-Cola Company”), which include some of the most recognized and popular beverage brands in the world. The Company, which was incorporated in 1980, and its predecessors have been in the nonalcoholic beverage manufacturing and distribution business since 1902. The Company is the second largest Coca-Cola bottler in the United States.
 
The Coca-Cola Company currently owns approximately 27.1% of the Company’s total outstanding Common Stock and Class B Common Stock on a combined basis. J. Frank Harrison, III, the Company’s Chairman of the Board and Chief Executive Officer, currently owns or controls approximately 85% of the combined voting power of the Company’s outstanding Common Stock and Class B Common Stock.
 
General
 
Nonalcoholic beverage products can be broken down into two categories:
 
  •  Sparkling beverages — beverages with carbonation, including energy drinks; and
 
  •  Still beverages — beverages without carbonation, including bottled water, tea, ready-to-drink coffee, enhanced water, juices and sports drinks.
 
Sales of sparkling beverages were approximately 84%, 83% and 84% of total net sales for fiscal 2009 (“2009”), fiscal 2008 (“2008”) and fiscal 2007 (“2007”), respectively. Sales of still beverages were approximately 16%, 17% and 16% of total net sales for 2009, 2008 and 2007, respectively.
 
The Company holds Cola Beverage Agreements and Allied Beverage Agreements under which it produces, distributes and markets, in certain regions, sparkling beverage products of The Coca-Cola Company. The Company also holds Still Beverage Agreements under which it distributes and markets in certain regions still beverages of The Coca-Cola Company such as POWERade, vitaminwater and Minute Maid Juices To Go and produces, distributes and markets Dasani water products.
 
The Company holds agreements to produce and market Dr Pepper in some of its regions. The Company also distributes and markets various other products, including Monster Energy products, Cinnabon Premium Coffee Lattes and Sundrop, in one or more of the Company’s regions under agreements with the companies that hold and license the use of their trademarks for these beverages. In addition, the Company also produces beverages for other Coca-Cola bottlers. In some instances, the Company distributes beverages without a written agreement.
 
The Company’s principal sparkling beverage is Coca-Cola. In each of the last three fiscal years, sales of products bearing the “Coca-Cola” or “Coke” trademark have accounted for more than half of the Company’s bottle/can volume to retail customers. In total, products of The Coca-Cola Company accounted for approximately 88%, 89% and 89% of the Company’s bottle/can volume to retail customers during 2009, 2008 and 2007, respectively.
 
The Company offers a range of flavors designed to meet the demands of the Company’s consumers. The main packaging materials for the Company’s beverages are plastic bottles and aluminum cans. In addition, the Company provides restaurants and other immediate consumption outlets with fountain products (“post-mix”). Fountain products are dispensed through equipment that mixes the fountain syrup with carbonated or still water, enabling fountain retailers to sell finished products to consumers in cups or glasses.
 
Over the last three and a half years, the Company has developed and begun to market and distribute certain products which it owns. These products include Country Breeze tea, diet Country Breeze tea and Tum-E Yummies, a vitamin C enhanced flavored drink. The Company may market and sell these products nationally. Tum-E Yummies is now distributed nationally by Coca-Cola Enterprises Inc. and certain other Coca-Cola franchise bottlers.


1


Table of Contents

The following table sets forth some of the Company’s most important products, including both products that The Coca-Cola Company and other beverage companies have licensed to the Company and products that the Company owns.
 
             
The Coca-Cola Company        
Sparkling Beverages
      Products Licensed
   
(including Energy
      by Other Beverage
  Company Owned
Products)   Still Beverages   Companies   Products
 
Coca-Cola
Diet Coke
Coca-Cola Zero
Sprite
Fanta Flavors
Sprite Zero
Mello Yello
Vault
Coke Cherry
Seagrams Ginger Ale
Coke Zero Cherry
Diet Coke Plus
Diet Coke Splenda
Vault Zero
Fresca
Pibb Xtra
Barqs Root Beer
Tab
Full Throttle
NOS©
  smartwater
vitaminwater
Dasani
Dasani Flavors
Dasani Plus
POWERade
POWERade Zero
Minute Maid Adult
  Refreshments
Minute Maid Juices
  To Go
Nestea
Gold Peak tea
FUZE
V8 juice products
  from Campbell
  Dr Pepper
Diet Dr Pepper
Sundrop
Cinnabon Premium
  Coffee Lattes
Monster Energy
  products
  Tum-E Yummies
Country Breeze tea
diet Country Breeze tea
 
Beverage Agreements
 
The Company holds contracts with The Coca-Cola Company which entitle the Company to produce, market and distribute in its exclusive territory The Coca-Cola Company’s nonalcoholic beverages in bottles, cans and five gallon pressurized pre-mix containers. The Company has similar arrangements with Dr Pepper Snapple Group and other beverage companies.
 
Cola and Allied Beverage Agreements with The Coca-Cola Company.  The Company purchases concentrates from The Coca-Cola Company and markets, produces, and distributes its principal sparkling beverage products within its territories under two basic forms of beverage agreements with The Coca-Cola Company: (i) beverage agreements that cover sparkling beverages bearing the trademark “Coca-Cola” or “Coke” (the “Coca-Cola Trademark Beverages” and “Cola Beverage Agreements”), and (ii) beverage agreements that cover other sparkling beverages of The Coca-Cola Company (the “Allied Beverages” and “Allied Beverage Agreements”) (referred to collectively in this report as the “Cola and Allied Beverage Agreements”), although in some instances the Company distributes sparkling beverages without a written agreement. The Company is a party to Cola Beverage Agreements and to Allied Beverage Agreements for various specified territories.
 
 
Exclusivity.  The Cola Beverage Agreements provide that the Company will purchase its entire requirements of concentrates or syrups for Coca-Cola Trademark Beverages from The Coca-Cola Company at prices, terms of payment, and other terms and conditions of supply determined from time-to-time by The Coca-Cola Company at its sole discretion. The Company may not produce, distribute, or handle cola products other than those of The Coca-Cola Company. The Company has the exclusive right to manufacture and distribute Coca-Cola Trademark Beverages for sale in authorized containers within its territories. The Coca-Cola Company may determine, at its sole discretion, what types of containers are authorized for use with products of The Coca-Cola Company. The Company may not sell Coca-Cola Trademark Beverages outside its territories.


2


Table of Contents

Company Obligations.  The Company is obligated to:
 
  •  maintain such plant and equipment, staff and distribution, and vending facilities as are capable of manufacturing, packaging, and distributing Coca-Cola Trademark Beverages in accordance with the Cola Beverage Agreements and in sufficient quantities to satisfy fully the demand for these beverages in its territories;
 
  •  undertake adequate quality control measures and maintain sanitation standards prescribed by The Coca-Cola Company;
 
  •  develop, stimulate and satisfy fully the demand for Coca-Cola Trademark Beverages in its territories;
 
  •  use all approved means and spend such funds on advertising and other forms of marketing as may be reasonably required to satisfy that objective; and
 
  •  maintain such sound financial capacity as may be reasonably necessary to ensure its performance of its obligations to The Coca-Cola Company.
 
The Company is required to meet annually with The Coca-Cola Company to present its marketing, management, and advertising plans for the Coca-Cola Trademark Beverages for the upcoming year, including financial plans showing that the Company has the consolidated financial capacity to perform its duties and obligations to The Coca-Cola Company. The Coca-Cola Company may not unreasonably withhold approval of such plans. If the Company carries out its plans in all material respects, the Company will be deemed to have satisfied its obligations to develop, stimulate, and satisfy fully the demand for the Coca-Cola Trademark Beverages and to maintain the requisite financial capacity. Failure to carry out such plans in all material respects would constitute an event of default that if not cured within 120 days of written notice of the failure would give The Coca-Cola Company the right to terminate the Cola Beverage Agreements. If the Company, at any time, fails to carry out a plan in all material respects in any geographic segment of its territory, as defined by The Coca-Cola Company, and if such failure is not cured within six months of written notice of the failure, The Coca-Cola Company may reduce the territory covered by that Cola Beverage Agreement by eliminating the portion of the territory in which such failure has occurred.
 
The Coca-Cola Company has no obligation under the Cola Beverage Agreements to participate with the Company in expenditures for advertising and marketing. As it has in the past, The Coca-Cola Company may contribute to such expenditures and undertake independent advertising and marketing activities, as well as advertising and sales promotion programs which require mutual cooperation and financial support of the Company. The future levels of marketing funding support and promotional funds provided by The Coca-Cola Company may vary materially from the levels provided during the periods covered by the information included in this report.
 
Acquisition of Other Bottlers.  If the Company acquires control, directly or indirectly, of any bottler of Coca-Cola Trademark Beverages, or any party controlling a bottler of Coca-Cola Trademark Beverages, the Company must cause the acquired bottler to amend its agreement for the Coca-Cola Trademark Beverages to conform to the terms of the Cola Beverage Agreements.
 
Term and Termination.  The Cola Beverage Agreements are perpetual, but they are subject to termination by The Coca-Cola Company upon the occurrence of an event of default by the Company. Events of default with respect to each Cola Beverage Agreement include:
 
  •  production, sale or ownership in any entity which produces or sells any cola product not authorized by The Coca-Cola Company; or a cola product that might be confused with or is an imitation of the trade dress, trademark, tradename or authorized container of a cola product of The Coca-Cola Company;
 
  •  insolvency, bankruptcy, dissolution, receivership, or the like;
 
  •  any disposition by the Company of any voting securities of any bottling company subsidiary without the consent of The Coca-Cola Company; and
 
  •  any material breach of any of its obligations under that Cola Beverage Agreement that remains unresolved for 120 days after written notice by The Coca-Cola Company.


3


Table of Contents

 
If any Cola Beverage Agreement is terminated because of an event of default, The Coca-Cola Company has the right to terminate all other Cola Beverage Agreements the Company holds.
 
No Assignments.  The Company is prohibited from assigning, transferring or pledging its Cola Beverage Agreements or any interest therein, whether voluntarily or by operation of law, without the prior consent of The Coca-Cola Company.
 
 
The Allied Beverages are beverages of The Coca-Cola Company or its subsidiaries that are sparkling beverages, but not Coca-Cola Trademark Beverages. The Allied Beverage Agreements contain provisions that are similar to those of the Cola Beverage Agreements with respect to the sale of beverages outside its territories, authorized containers, planning, quality control, transfer restrictions, and related matters but have certain significant differences from the Cola Beverage Agreements.
 
Exclusivity.  Under the Allied Beverage Agreements, the Company has exclusive rights to distribute the Allied Beverages in authorized containers in specified territories. Like the Cola Beverage Agreements, the Company has advertising, marketing, and promotional obligations, but without restriction for most brands as to the marketing of products with similar flavors, as long as there is no manufacturing or handling of other products that would imitate, infringe upon, or cause confusion with, the products of The Coca-Cola Company. The Coca-Cola Company has the right to discontinue any or all Allied Beverages, and the Company has a right, but not an obligation, under the Allied Beverage Agreements to elect to market any new beverage introduced by The Coca-Cola Company under the trademarks covered by the respective Allied Beverage Agreements.
 
Term and Termination.  Allied Beverage Agreements have a term of 10 years and are renewable by the Company for an additional 10 years at the end of each term. Renewal is at the Company’s option. The Company currently intends to renew substantially all the Allied Beverage Agreements as they expire. The Allied Beverage Agreements are subject to termination in the event of default by the Company. The Coca-Cola Company may terminate an Allied Beverage Agreement in the event of:
 
  •  insolvency, bankruptcy, dissolution, receivership, or the like;
 
  •  termination of a Cola Beverage Agreement by either party for any reason; or
 
  •  any material breach of any of the Company’s obligations under the Allied Beverage Agreement that remains unresolved for 120 days after required prior written notice by The Coca-Cola Company.
 
Pricing.  Pursuant to the beverage agreements, except as provided in the Supplementary Agreement and under the Incidence Pricing Agreement (described below), The Coca-Cola Company establishes the prices charged to the Company for concentrates for Coca-Cola Trademark Beverages and Allied Beverages. The Coca-Cola Company has no rights under the beverage agreements to establish the resale prices at which the Company sells its products.
 
The Company entered into an agreement with The Coca-Cola Company to test an incidence pricing model for 2008 for all Coca-Cola Trademark Beverages and Allied Beverages for which the Company purchases concentrate from The Coca-Cola Company. For 2009, the Company continued to utilize the incidence pricing model and did not purchase concentrates at standard concentrate prices as was the practice in prior years. The Company will continue to utilize the incidence pricing model in 2010 under the same terms as 2009 and 2008.
 
 
The Company and The Coca-Cola Company are also parties to a Supplementary Agreement (the “Supplementary Agreement”) that modifies some of the provisions of the Cola and Allied Beverage Agreements. The Supplementary Agreement provides that The Coca-Cola Company will:
 
  •  exercise good faith and fair dealing in its relationship with the Company under the Cola and Allied Beverage Agreements;


4


Table of Contents

 
  •  offer marketing funding support and exercise its rights under the Cola and Allied Beverage Agreements in a manner consistent with its dealings with comparable bottlers;
 
  •  offer to the Company any written amendment to the Cola and Allied Beverage Agreements (except amendments dealing with transfer of ownership) which it offers to any other bottler in the United States; and
 
  •  subject to certain limited exceptions, sell syrups and concentrates to the Company at prices no greater than those charged to other bottlers which are parties to contracts substantially similar to the Cola and Allied Beverage Agreements.
 
The Supplementary Agreement permits transfers of the Company’s capital stock that would otherwise be limited by the Cola and Allied Beverage Agreements.
 
 
The Company purchases and distributes certain still beverages such as isotonics and juice drinks from The Coca-Cola Company, or its designees or joint ventures, and produces, markets, and distributes Dasani water products, pursuant to the terms of marketing and distribution agreements (the “Still Beverage Agreements”), although in some instances the Company distributes certain still beverages without a written agreement. The Still Beverage Agreements contain provisions that are similar to the Cola and Allied Beverage Agreements with respect to authorized containers, planning, quality control, transfer restrictions, and related matters but have certain significant differences from the Cola and Allied Beverage Agreements.
 
Exclusivity.  Unlike the Cola and Allied Beverage Agreements, which grant the Company exclusivity in the distribution of the covered beverages in its territory, the Still Beverage Agreements grant exclusivity but permit The Coca-Cola Company to test-market the still beverage products in its territory, subject to the Company’s right of first refusal, and to sell the still beverages to commissaries for delivery to retail outlets in the territory where still beverages are consumed on-premises, such as restaurants. The Coca-Cola Company must pay the Company certain fees for lost volume, delivery, and taxes in the event of such commissary sales. Approved alternative route to market projects undertaken by the Company, The Coca-Cola Company, and other bottlers of Coca-Cola would, in some instances, permit delivery of certain products of The Coca-Cola Company into the territories of almost all bottlers, in exchange for compensation in most circumstances, despite the terms of the beverage agreements making such territories exclusive. Also, under the Still Beverage Agreements, the Company may not sell other beverages in the same product category.
 
Pricing.  The Coca-Cola Company, at its sole discretion, establishes the prices the Company must pay for the still beverages or, in the case of Dasani, the concentrate or finished good, but has agreed, under certain circumstances for some products, to give the benefit of more favorable pricing if such pricing is offered to other bottlers of Coca-Cola products.
 
Term.  Each of the Still Beverage Agreements has a term of 10 or 15 years and is renewable by the Company for an additional 10 years at the end of each term. The Company currently intends to renew substantially all of the Still Beverage Agreements as they expire.
 
 
The Company has entered into a distribution agreement with Energy Brands Inc. (“Energy Brands”), a wholly owned subsidiary of The Coca-Cola Company. Energy Brands, also known as glacéau, is a producer and distributor of branded enhanced water products including vitaminwater, smartwater, and vitaminenergy. The agreement has a term of 10 years, and will automatically renew for succeeding 10-year terms, subject to a 12-month nonrenewal notification by the Company. The agreement covers most of the Company’s territories, requires the Company to distribute Energy Brands enhanced water products exclusively, and permits Energy Brands to distribute the products in some channels within the Company’s territories. In conjunction with the execution of the Energy Brands agreement, the Company entered into an agreement with The Coca-Cola Company whereby the Company agreed not to introduce new third party brands or certain third party brand extensions through August 31, 2010, unless mutually agreed to by the Company and The Coca-Cola Company.


5


Table of Contents

The Company is distributing fruit and vegetable juice beverages of the Campbell Soup Company (“Campbell”) under an interim subdistribution agreement with The Coca-Cola Company. The Campbell interim subdistribution agreement may be terminated by either party upon 30 days written notice. The interim agreement covers all of the Company’s territories, and permits Campbell and certain other sellers of Campbell beverages to continue distribution in the Company’s territories. The Company purchases Campbell beverages from a subsidiary of Campbell under a separate purchase agreement.
 
Post-Mix Rights and Sales to Other Bottlers.  The Company also sells Coca-Cola and other post-mix products of The Coca-Cola Company and post-mix products of Dr Pepper Snapple Group on a non-exclusive basis. The Coca-Cola Company establishes the prices charged to the Company for post-mix products. In addition, the Company produces some products for sale to other Coca-Cola bottlers. Sales to other bottlers have lower margins but allow the Company to achieve higher utilization of its production equipment and facilities.
 
Brand Innovation Agreement with The Coca-Cola Company.  The Company entered into an agreement with The Coca-Cola Company regarding brand innovation and distribution collaboration. Under the agreement, the Company grants The Coca-Cola Company the option to purchase any nonalcoholic beverage brands owned by the Company. The option is exercisable as to each brand at a formula-based price during the two-year period that begins after that brand has achieved a specified level of net operating revenue or, if earlier, beginning five years after the introduction of that brand into the market with a minimum level of net operating revenue, with the exception that with respect to brands owned at the date of the letter agreement, the five-year period does not begin earlier than the date of the letter agreement.
 
Beverage Agreements with Other Licensors.
 
The Company has beverage agreements with Dr Pepper Snapple Group for Dr Pepper and Sundrop brands which are similar to those for the Cola and Allied Beverage Agreements. These beverage agreements are perpetual in nature but may be terminated by the Company upon 90 days notice. The price the beverage companies may charge for syrup or concentrate is set by the beverage companies from time to time. These beverage agreements also contain similar restrictions on the use of trademarks, approved bottles, cans and labels and sale of imitations or substitutes as well as termination for cause provisions.
 
The Company is distributing products of Monster brand energy drinks under a distribution agreement with Hansen Beverage Company, including Monster and Java Monster. The agreement contains provisions that are similar to the Cola and Allied Beverage Agreements with respect to pricing, promotion, planning, territory and trademark restrictions, transfer restrictions, and related matters as well as termination for cause provisions. The agreement has a 20 year term and will renew automatically. The agreement may be terminated without cause by either party. However, any such termination by Hansen Beverage Company requires compensation in the form of severance payments to the Company under the terms of the agreement.
 
The territories covered by beverage agreements with other licensors are not always aligned with the territories covered by the Cola and Allied Beverage Agreements but are generally within those territory boundaries. Sales of beverages by the Company under these agreements represented approximately 12%, 11% and 11% of the Company’s bottle/can volume to retail customers for 2009, 2008 and 2007, respectively.
 
Markets and Production and Distribution Facilities
 
The Company currently holds bottling rights from The Coca-Cola Company covering the majority of North Carolina, South Carolina and West Virginia, and portions of Alabama, Mississippi, Tennessee, Kentucky, Virginia, Pennsylvania, Georgia and Florida. The total population within the Company’s bottling territory is approximately 20 million.
 
The Company currently operates in seven principal geographic markets. Certain information regarding each of these markets follows:
 
1. North Carolina.  This region includes the majority of North Carolina, including Raleigh, Greensboro, Winston-Salem, High Point, Hickory, Asheville, Fayetteville, Wilmington, Charlotte and the


6


Table of Contents

surrounding areas. The region has a population of approximately 9 million. A production/distribution facility is located in Charlotte and 13 sales distribution facilities are located in the region.
 
2. South Carolina.  This region includes the majority of South Carolina, including Charleston, Columbia, Greenville, Myrtle Beach and the surrounding areas. The region has a population of approximately 4 million. There are 5 sales distribution facilities in the region.
 
3. South Alabama.  This region includes a portion of southwestern Alabama, including Mobile and surrounding areas, and a portion of southeastern Mississippi. The region has a population of approximately 1 million. A production/distribution facility is located in Mobile and 4 sales distribution facilities are located in the region.
 
4. South Georgia.  This region includes a small portion of eastern Alabama, a portion of southwestern Georgia including Columbus and surrounding areas and a portion of the Florida Panhandle. This region has a population of approximately 1 million. There are 4 sales distribution facilities located in the region.
 
5. Middle Tennessee.  This region includes a portion of central Tennessee, including Nashville and surrounding areas, a small portion of southern Kentucky and a small portion of northwest Alabama. The region has a population of approximately 2 million. A production/distribution facility is located in Nashville and 4 sales distribution facilities are located in the region.
 
6. Western Virginia.  This region includes most of southwestern Virginia, including Roanoke and surrounding areas, a portion of the southern piedmont of Virginia, a portion of northeastern Tennessee and a portion of southeastern West Virginia. The region has a population of approximately 2 million. A production/distribution facility is located in Roanoke and 4 sales distribution facilities are located in the region.
 
7. West Virginia.  This region includes most of the state of West Virginia and a portion of southwestern Pennsylvania. The region has a population of approximately 1 million. There are 8 sales distribution facilities located in the region.
 
The Company is a member of South Atlantic Canners, Inc. (“SAC”), a manufacturing cooperative located in Bishopville, South Carolina. All eight members of SAC are Coca-Cola bottlers and each member has equal voting rights. The Company receives a fee for managing the day-to-day operations of SAC pursuant to a management agreement. Management fees earned from SAC were $1.2 million, $1.4 million and $1.4 million in 2009, 2008 and 2007, respectively. SAC’s bottling lines supply a portion of the Company’s volume requirements for finished products. The Company has a commitment with SAC that requires minimum annual purchases of 17.5 million cases of finished products through May 2014. Purchases from SAC by the Company for finished products were $131 million, $142 million and $149 million in 2009, 2008 and 2007, respectively, or 25.0 million cases, 27.8 million cases and 30.6 million cases of finished product, respectively.
 
Raw Materials
 
In addition to concentrates obtained from The Coca-Cola Company and other beverage companies for use in its beverage manufacturing, the Company also purchases sweetener, carbon dioxide, plastic bottles, cans, closures and other packaging materials as well as equipment for the production, distribution and marketing of nonalcoholic beverages.
 
The Company purchases substantially all of its plastic bottles (12-ounce, 16-ounce, 20-ounce, 24-ounce, half-liter, 1-liter, 2-liter and 300 ml sizes) from manufacturing plants which are owned and operated by Southeastern Container and Western Container, two entities owned by Coca-Cola bottlers including the Company. The Company currently obtains all of its aluminum cans (8-ounce, 12-ounce and 16-ounce sizes) from two domestic suppliers.
 
None of the materials or supplies used by the Company are currently in short supply, although the supply of specific materials (including plastic bottles, which are formulated using petroleum-based products) could be adversely affected by strikes, weather conditions, governmental controls or national emergency conditions.
 
Along with all the other Coca-Cola bottlers in the United States, the Company is a member in Coca-Cola Bottlers’ Sales and Services Company, LLC (“CCBSS”), which was formed in 2003 for the purposes of facilitating


7


Table of Contents

various procurement functions and distributing certain specified beverage products of The Coca-Cola Company with the intention of enhancing the efficiency and competitiveness of the Coca-Cola bottling system in the United States. CCBSS has negotiated the procurement for the majority of the Company’s raw materials (excluding concentrate) since 2004.
 
The Company is exposed to price risk on commodities such as aluminum, corn, PET resin (an oil based product) and fuel which affects the cost of raw materials used in the production of finished products. The Company both produces and procures these finished products. Examples of the raw materials affected are aluminum cans and plastic bottles used for packaging and high fructose corn syrup used as a product ingredient. Further, the Company is exposed to commodity price risk on oil which impacts the Company’s cost of fuel used in the movement and delivery of the Company’s products. The Company participates in commodity hedging and risk mitigation programs administered both by CCBSS and by the Company itself. In addition, there is no limit on the price The Coca-Cola Company and other beverage companies can charge for concentrate.
 
Customers and Marketing
 
The Company’s products are sold and distributed directly to retail stores and other outlets, including food markets, institutional accounts and vending machine outlets. During 2009, approximately 69% of the Company’s bottle/can volume to retail customers was sold for future consumption. The remaining bottle/can volume to retail customers of approximately 31% was sold for immediate consumption, primarily through dispensing machines owned either by the Company, retail outlets or third party vending companies. The Company’s largest customer, Wal-Mart Stores, Inc., accounted for approximately 19% of the Company’s total bottle/can volume to retail customers and the second largest customer, Food Lion, LLC, accounted for approximately 11% of the Company’s total bottle/can volume to retail customers. Wal-Mart Stores, Inc. accounted for approximately 15% of the Company’s total net sales. The loss of either Wal-Mart Stores, Inc. or Food Lion, LLC as customers would have a material adverse effect on the Company. All of the Company’s beverage sales are to customers in the United States.
 
New product introductions, packaging changes and sales promotions have been the primary sales and marketing practices in the nonalcoholic beverage industry in recent years and have required and are expected to continue to require substantial expenditures. Brand introductions from The Coca-Cola Company in the last four years include Coca-Cola Zero, Vault, Vault Zero, Dasani flavors, Full Throttle, Gold Peak tea products and Dasani Plus. The Company began distribution of three of its own products, Country Breeze tea, diet Country Breeze tea and Tum-E Yummies, in 2007. In addition, the Company also began distribution of NOS© products (energy drinks from FUZE, a subsidiary of The Coca-Cola Company), juice products from FUZE and V8 products from Campbell during 2007. In the fourth quarter of 2007, the Company began distribution of glacéau products, a wholly-owned subsidiary of The Coca-Cola Company that produces branded enhanced beverages including vitaminwater, smartwater and vitaminenergy. The Company entered into a distribution agreement in October 2008 with subsidiaries of Hansen Natural Corporation, the developer, marketer, seller and distributor of Monster Energy drinks, the leading volume brand in the U.S. energy drink category. Under this agreement, the Company began distributing Monster Energy drinks in certain of the Company’s territories in November 2008. New packaging introductions include the 2-liter contour bottle during 2009 and the 20-ounce “grip” bottle during 2007. New product and packaging introductions have resulted in increased operating costs for the Company due to special marketing efforts, obsolescence of replaced items and, in some cases, higher raw material costs.
 
The Company sells its products primarily in nonrefillable bottles and cans, in varying proportions from market to market. For example, there may be as many as 27 different packages for Diet Coke within a single geographic area. Bottle/can volume to retail customers during 2009 was approximately 46% cans, 53% nonrefillable bottles and 1% other containers.
 
Advertising in various media, primarily television and radio, is relied upon extensively in the marketing of the Company’s products. The Coca-Cola Company and Dr Pepper Snapple Group (the “Beverage Companies”) make substantial expenditures on advertising in the Company’s territories. The Company has also benefited from national advertising programs conducted by the Beverage Companies. In addition, the Company expends substantial funds on its own behalf for extensive local sales promotions of the Company’s products. Historically, these expenses have


8


Table of Contents

been partially offset by marketing funding support which the Beverage Companies provide to the Company in support of a variety of marketing programs, such as point-of-sale displays and merchandising programs. However, the Beverage Companies are under no obligation to provide the Company with marketing funding support in the future.
 
The substantial outlays which the Company makes for marketing and merchandising programs are generally regarded as necessary to maintain or increase revenue, and any significant curtailment of marketing funding support provided by the Beverage Companies for marketing programs which benefit the Company could have a material adverse effect on the operating and financial results of the Company.
 
Seasonality
 
Sales are seasonal with the highest sales volume occurring in May, June, July and August. The Company has adequate production capacity to meet sales demand for sparkling and still beverages during these peak periods. Sales volume can be impacted by weather conditions. See “Item 2. Properties” for information relating to utilization of the Company’s production facilities.
 
Competition
 
The nonalcoholic beverage market is highly competitive. The Company’s competitors include bottlers and distributors of nationally advertised and marketed products, regionally advertised and marketed products, as well as bottlers and distributors of private label beverages in supermarket stores. The sparkling beverage market (including energy products) comprised 86% of the Company’s bottle/can volume to retail customers in 2009. In each region in which the Company operates, between 85% and 95% of sparkling beverage sales in bottles, cans and other containers are accounted for by the Company and its principal competitors, which in each region includes the local bottler of Pepsi-Cola and, in some regions, the local bottler of Dr Pepper, Royal Crown and/or 7-Up products.
 
The principal methods of competition in the nonalcoholic beverage industry are point-of-sale merchandising, new product introductions, new vending and dispensing equipment, packaging changes, pricing, price promotions, product quality, retail space management, customer service, frequency of distribution and advertising. The Company believes it is competitive in its territories with respect to these methods of competition.
 
Government Regulation
 
The production and marketing of beverages are subject to the rules and regulations of the United States Food and Drug Administration (“FDA”) and other federal, state and local health agencies. The FDA also regulates the labeling of containers.
 
As a manufacturer, distributor and seller of beverage products of The Coca-Cola Company and other soft drink manufacturers in exclusive territories, the Company is subject to antitrust laws of general applicability. However, pursuant to the United States Soft Drink Interbrand Competition Act, soft drink bottlers such as the Company may have an exclusive right to manufacture, distribute and sell a soft drink product in a defined geographic territory if that soft drink product is in substantial and effective competition with other products of the same general class in the market. The Company believes there is such substantial and effective competition in each of the exclusive geographic territories in the United States in which the Company operates.
 
From time to time, legislation has been proposed in Congress and by certain state and local governments which would prohibit the sale of soft drink products in nonrefillable bottles and cans or require a mandatory deposit as a means of encouraging the return of such containers in an attempt to reduce solid waste and litter. The Company is currently not impacted by this type of proposed legislation.
 
Soft drink and similar-type taxes have been in place in West Virginia and Tennessee for several years. Proposals have been introduced by members of Congress and certain state governments that would impose special taxes on certain beverages that the Company sells. The Company cannot predict whether this legislation will be enacted.


9


Table of Contents

The Company has experienced public policy challenges regarding the sale of soft drinks in schools, particularly elementary, middle and high schools. At January 3, 2010, a number of states had regulations restricting the sale of soft drinks and other foods in schools. Many of these restrictions have existed for several years in connection with subsidized meal programs in schools. The focus has more recently turned to the growing health, nutrition and obesity concerns of today’s youth. Restrictive legislation, if widely enacted, could have an adverse impact on the Company’s products, image and reputation.
 
The Company is subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments that are subsequently resolved with the authorities or potentially through the courts. Management believes the Company has adequately provided for any assessments that are likely to result from these audits; however, final assessments, if any, could be different than the amounts recorded in the consolidated financial statements.
 
Environmental Remediation
 
The Company does not currently have any material capital expenditure commitments for environmental compliance or environmental remediation for any of its properties. The Company does not believe compliance with federal, state and local provisions that have been enacted or adopted regarding the discharge of materials into the environment, or otherwise relating to the protection of the environment, will have a material effect on its capital expenditures, earnings or competitive position.
 
Employees
 
As of February 1, 2010, the Company had approximately 5,200 full-time employees, of whom approximately 420 were union members. The total number of employees, including part-time employees, was approximately 6,000. Approximately 7% of the Company’s labor force is currently covered by collective bargaining agreements. One collective bargaining agreement covering approximately .5% of the Company’s employees expired during 2009 and the Company entered into a new agreement during 2009. Two collective bargaining agreements covering approximately 1% of the Company’s employees will expire during 2010.
 
Exchange Act Reports
 
The Company makes available free of charge through its Internet website, www.cokeconsolidated.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the Securities and Exchange Commission (SEC). The SEC maintains an Internet website, www.sec.gov, which contains reports, proxy and information statements, and other information filed electronically with the SEC. Any materials that the Company files with the SEC may also be read and copied at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D. C. 20549.
 
Information on the operations of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The information provided on the Company’s website is not part of this report and is not incorporated herein by reference.
 
Item 1A.   Risk Factors
 
In addition to other information in this Form 10-K, the following risk factors should be considered carefully in evaluating the Company’s business. The Company’s business, financial condition or results of operations could be materially and adversely affected by any of these risks. Additional risks and uncertainties, including risks and uncertainties not presently known to the Company or that the Company currently deems immaterial, may also impair its business and results of operations.
 
 
The Company operates in the highly competitive nonalcoholic beverage industry and faces strong competition from other general and specialty beverage companies. The Company’s response to continued and increased


10


Table of Contents

customer and competitor consolidations and marketplace competition may result in lower than expected net pricing of the Company’s products. The Company’s ability to gain or maintain the Company’s share of sales or gross margins may be limited by the actions of the Company’s competitors, which may have advantages in setting their prices due to lower raw material costs. Competitive pressures in the markets in which the Company operates may cause channel and product mix to shift away from more profitable channels and packages. If the Company is unable to maintain or increase volume in higher-margin products and in packages sold through higher-margin channels (e.g., immediate consumption), pricing and gross margins could be adversely affected. The Company’s efforts to improve pricing may result in lower than expected sales volume.
 
Recently announced and completed acquisitions of bottlers by their franchisors may lead to uncertainty in the Coca-Cola bottler system or adversely impact the Company.
 
The Coca-Cola Company recently announced an agreement to acquire the North America operations of Coca-Cola Enterprises Inc., and the Company’s primary competitors were recently acquired by their franchisor. These transactions may cause uncertainty within the Coca-Cola bottler system or adversely impact the Company and its business. At this time, it is uncertain whether the transactions will have a material impact on the Company’s business and financial results.
 
 
The Company’s revenue is impacted by how significant customers market or promote the Company’s products. Revenue has been negatively impacted by less aggressive price promotion by some retailers in the future consumption channels over the past several years. If the Company’s significant customers change the manner in which they market or promote the Company’s products, the Company’s revenue and profitability could be adversely impacted.
 
 
The Company’s business depends substantially on consumer tastes and preferences that change in often unpredictable ways. The success of the Company’s business depends in large measure on working with the Beverage Companies to meet the changing preferences of the broad consumer market. Health and wellness trends throughout the marketplace have resulted in a shift from sugar sparkling beverages to diet sparkling beverages, tea, sports drinks, enhanced water and bottled water over the past several years. Failure to satisfy changing consumer preferences could adversely affect the profitability of the Company’s business.
 
 
Unfavorable changes in general economic conditions, such as a recession or economic slowdown in the geographic markets in which the Company does business, may have the temporary effect of reducing the demand for certain of the Company’s products. For example, economic forces may cause consumers to shift away from purchasing higher-margin products and packages sold through immediate consumption and other highly profitable channels. Adverse economic conditions could also increase the likelihood of customer delinquencies and bankruptcies, which would increase the risk of uncollectibility of certain accounts. Each of these factors could adversely affect the Company’s revenue, price realization, gross margins and overall financial condition and operating results.
 
 
Projected requirements of the Company’s infrastructure investments may differ from actual levels if the Company’s volume growth is not as the Company anticipates. The Company’s infrastructure investments are generally long-term in nature; therefore, it is possible that investments made today may not generate the returns expected by the Company due to future changes in the marketplace. Significant changes from the Company’s expected returns on cold drink equipment, fleet, technology and supply chain infrastructure investments could adversely affect the Company’s consolidated financial results.


11


Table of Contents

 
Approximately 88% of the Company’s bottle/can volume to retail customers in 2009 consisted of products of The Coca-Cola Company, which is the sole supplier of these products or of the concentrates or syrups required to manufacture these products. The remaining 12% of the Company’s bottle/can volume to retail customers in 2009 consisted of products of other beverage companies and the Company’s own products. The Company must satisfy various requirements under its beverage agreements. Failure to satisfy these requirements could result in the loss of distribution rights for the respective products.
 
 
Material changes in the performance requirements, or decreases in the levels of marketing funding support historically provided, under marketing programs with The Coca-Cola Company and other beverage companies, or the Company’s inability to meet the performance requirements for the anticipated levels of such marketing funding support payments, could adversely affect the Company’s profitability. The Coca-Cola Company and other beverage companies are under no obligation to continue marketing funding support at historic levels.
 
 
The Coca-Cola Company’s and other beverage companies’ levels of advertising, marketing spending and product innovation directly impact the Company’s operations. While the Company does not believe there will be significant changes in the levels of marketing and advertising by the Beverage Companies, there can be no assurance that historic levels will continue. In addition, if the volume of sugar sparkling beverages continues to decline, the Company’s volume growth will continue to be dependent on product innovation by the Beverage Companies, especially The Coca-Cola Company. Decreases in marketing, advertising and product innovation by the Beverage Companies could adversely impact the profitability of the Company.
 
 
The Company currently obtains all of its aluminum cans from two domestic suppliers and all of its plastic bottles from two domestic cooperatives. The inability of these aluminum can or plastic bottle suppliers to meet the Company’s requirements for containers could result in short-term shortages until alternative sources of supply can be located. The Company attempts to mitigate these risks by working closely with key suppliers and by purchasing business interruption insurance where appropriate. Failure of the aluminum can or plastic bottle suppliers to meet the Company’s purchase requirements could reduce the Company’s profitability.
 
 
Raw material costs, including the costs for plastic bottles, aluminum cans and high fructose corn syrup, have been subject to significant price volatility in recent history. In addition, there are no limits on the prices The Coca-Cola Company and other beverage companies can charge for concentrate. If the Company cannot offset higher raw material costs with higher selling prices, increased sales volume or reductions in other costs, the Company’s profitability could be adversely affected.
 
In recent years, there has been consolidation among suppliers of certain of the Company’s raw materials. The reduction in the number of competitive sources of supply could have an adverse effect upon the Company’s ability to negotiate the lowest costs and, in light of the Company’s relatively small in-plant raw material inventory levels, has the potential for causing interruptions in the Company’s supply of raw materials.


12


Table of Contents

With the introduction of FUZE, Campbell and glacéau products into the Company’s portfolio during 2007 and Monster Energy products during 2008, the Company is becoming increasingly reliant on purchased finished goods from external sources versus the Company’s internal production. As a result, the Company is subject to incremental risk including, but not limited to, product availability, price variability, product quality and production capacity shortfalls for externally purchased finished goods.
 
 
The Company uses significant amounts of fuel in the distribution of its products. Events such as natural disasters could impact the supply of fuel and could impact the timely delivery of the Company’s products to its customers. While the Company is working to reduce fuel consumption, there can be no assurance that the Company will succeed in limiting future cost increases. Continued upward pressure in these costs could reduce the profitability of the Company’s operations.
 
 
The Company uses various insurance structures to manage its workers’ compensation, auto liability, medical and other insurable risks. These structures consist of retentions, deductibles, limits and a diverse group of insurers that serve to strategically transfer and mitigate the financial impact of losses. Losses are accrued using assumptions and procedures followed in the insurance industry, adjusted for company-specific history and expectations. Although the Company has actively sought to control increases in these costs, there can be no assurance that the Company will succeed in limiting future cost increases. Continued upward pressure in these costs could reduce the profitability of the Company’s operations.
 
 
The Company’s profitability is substantially affected by the cost of pension retirement benefits, postretirement medical benefits and current employees’ medical benefits. In recent years, the Company has experienced significant increases in these costs as a result of macro-economic factors beyond the Company’s control, including increases in health care costs, declines in investment returns on pension assets and changes in discount rates used to calculate pension and related liabilities. A significant decrease in the value of the Company’s pension plan assets in 2008 caused a significant increase in pension plan costs in 2009. Although the Company has actively sought to control increases in these costs, there can be no assurance the Company will succeed in limiting future cost increases, and continued upward pressure in these costs could reduce the profitability of the Company’s operations.
 
 
The Company may be liable if the consumption of the Company’s products causes injury or illness. The Company may also be required to recall products if they become contaminated or are damaged or mislabeled. A significant product liability or other product-related legal judgment against the Company or a widespread recall of the Company’s products could negatively impact the Company’s business, financial results and brand image.
 
 
The Company increasingly relies on information technology systems to process, transmit and store electronic information. For example, the Company’s production and distribution facilities, inventory management and driver handheld devices all utilize information technology to maximize efficiencies and minimize costs. Furthermore, a significant portion of the communication between personnel, customers and suppliers depends on information technology. Like most companies, the Company’s information technology systems may be vulnerable to a variety of interruptions due to events beyond the Company’s control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. The Company has


13


Table of Contents

technology security initiatives and disaster recovery plans in place to mitigate the Company’s risk to these vulnerabilities, but these measures may not be adequate or implemented properly to ensure that the Company’s operations are not disrupted.
 
 
Approximately 7.3% of the Company’s debt and capital lease obligations of $601.0 million as of January 3, 2010 was subject to changes in short-term interest rates. In addition, the Company’s pension and postretirement medical benefits costs are subject to changes in interest rates. If interest rates increase in the future, it could reduce the Company’s overall profitability.
 
The level of the Company’s debt could restrict the Company’s operating flexibility and limit the Company’s ability to incur additional debt to fund future needs.
 
As of January 3, 2010, the Company had $601.0 million of debt and capital lease obligations. The Company’s level of debt requires the Company to dedicate a substantial portion of the Company’s future cash flows from operations to the payment of principal and interest, thereby reducing the funds available to the Company for other purposes. The Company’s debt can negatively impact the Company’s operations by (1) limiting the Company’s ability and/or increasing the cost to obtain funding for working capital, capital expenditures and other general corporate purposes; (2) increasing the Company’s vulnerability to economic downturns and adverse industry conditions by limiting the Company’s ability to react to changing economic and business conditions; and (3) exposing the Company to a risk that a significant decrease in cash flows from operations could make it difficult for the Company to meet the Company’s debt service requirements.
 
With the Company’s level of debt, access to the capital and credit markets is vital. The capital and credit markets can, at times, be volatile and tight as a result of adverse conditions such as those that caused the failure and near failure of a number of large financial service companies in late 2008. When the capital and credit markets experience volatility and the availability of funds is limited, the Company may incur increased costs associated with borrowing to meet the Company’s requirements. In addition, it is possible that the Company’s ability to access the capital and credit markets may be limited by these or other factors at a time when the Company would like, or need, to do so, which could have an impact on the Company’s ability to refinance maturing debt and/or react to changing economic and business conditions.
 
 
The Company’s credit rating could be significantly impacted by capital management activities of The Coca-Cola Company and/or changes in the credit rating of The Coca-Cola Company. A lower credit rating could significantly increase the Company’s interest costs or could have an adverse effect on the Company’s ability to obtain additional financing at acceptable interest rates or to refinance existing debt.
 
 
Capital and credit markets have become increasingly volatile as a result of adverse conditions that have caused the failure and near failure of a number of large financial services companies. If the capital and credit markets continue to experience volatility and availability of funds remains limited, it is possible that the Company’s ability to access the credit markets may be limited by these factors at a time when the Company would like, or need to do so. The Company repaid $176.7 million of debentures which became due in 2009. The Company issued $110 million of new senior notes, borrowed from its $200 million revolving credit facility (“$200 million facility”) and used cash flows generated by operations to fund the repayments. As of January 3, 2010, the Company had $185 million available on its $200 million facility. The limitation of availability of funds could have an impact on the Company’s ability to refinance maturing debt and/or react to changing economic and business conditions.


14


Table of Contents

 
Changes from expectations for the resolution of outstanding legal claims and assessments could have a material adverse impact on the Company’s profitability and financial condition. In addition, the Company’s failure to abide by laws, orders or other legal commitments could subject the Company to fines, penalties or other damages.
 
Legislative changes that affect the Company’s distribution, packaging and products could reduce demand for the Company’s products or increase the Company’s costs.
 
The Company’s business model is dependent on the availability of the Company’s various products and packages in multiple channels and locations to better satisfy the needs of the Company’s customers and consumers. Laws that restrict the Company’s ability to distribute products in schools and other venues, as well as laws that require deposits for certain types of packages or those that limit the Company’s ability to design new packages or market certain packages, could negatively impact the financial results of the Company.
 
In addition, taxes imposed on the sale of certain of the Company’s products by the federal government and certain state and local governments could cause consumers to shift away from purchasing products of the Company. For example, in 2009 some members of the U.S. Congress raised the possibility of a federal tax on the sale of certain sugar beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters, to help pay for the cost of healthcare reform. Some state governments are also considering similar taxes. If enacted, such taxes could materially affect the Company’s business and financial results.
 
 
An assessment of additional taxes resulting from audits of the Company’s tax filings could have an adverse impact on the Company’s profitability, cash flows and financial condition.
 
 
Natural disasters or unfavorable weather conditions in the geographic regions in which the Company does business could have an adverse impact on the Company’s revenue and profitability. For example, prolonged drought conditions in the geographic regions in which the Company does business could lead to restrictions on the use of water, which could adversely affect the Company’s ability to manufacture and distribute products and the Company’s cost to do so.
 
Global climate change or legal, regulatory, or market responses to such change could adversely impact the Company’s future profitability.
 
The growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere are influencing global weather patterns. Changing weather patterns, along with the increased frequency or duration of extreme weather conditions, could impact the availability or increase the cost of key raw materials that the Company uses to produce its products. In addition, the sale of these products can be impacted by weather conditions.
 
Concern over climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting greenhouse gas (GHG) emissions. For example, proposals that would impose mandatory requirements on GHG emissions continue to be considered by policy makers in the territories that the Company operates. Laws enacted that directly or indirectly affect the Company’s production, distribution, packaging, cost of raw materials, fuel, ingredients and water could all impact the Company’s business and financial results.
 
 
Approximately 7% of the Company’s employees are covered by collective bargaining agreements. The inability to renegotiate subsequent agreements on satisfactory terms and conditions could result in work interruptions or stoppages, which could have a material impact on the profitability of the Company. Also, the terms and conditions of existing or renegotiated agreements could increase costs, or otherwise affect the Company’s ability to


15


Table of Contents

fully implement operational changes to improve overall efficiency. One collective bargaining agreement covering approximately .5% of the Company’s employees expired during 2009 and the Company entered into a new agreement during 2009. Two collective bargaining agreements covering approximately 1% of the Company’s employees will expire during 2010.
 
 
Litigation filed by some United States bottlers of Coca-Cola products indicates that disagreements may exist within the Coca-Cola bottler system concerning distribution methods and business practices. Although the litigation has been resolved, disagreements among various Coca-Cola bottlers could adversely affect the Company’s ability to fully implement its business plans in the future.
 
 
The Company’s consolidated financial statements and accompanying notes to the consolidated financial statements include estimates and assumptions by management that impact reported amounts. Actual results could materially differ from those estimates.
 
Obesity and other health concerns may reduce demand for some of the Company’s products.
 
Consumers, public health officials and government officials are becoming increasingly concerned about the public health consequences associated with obesity, particularly among young people. In addition, some researchers, health advocates and dietary guidelines are encouraging consumers to reduce the consumption of sugar sparkling beverages. Increasing public concern about these issues; possible new taxes and governmental regulations concerning the marketing, labeling or availability of the Company’s beverages; and negative publicity resulting from actual or threatened legal actions against the Company or other companies in the same industry relating to the marketing, labeling or sale of sugar sparkling beverages may reduce demand for these beverages, which could affect the Company’s profitability.
 
 
A number of states have regulations restricting the sale of soft drinks and other foods in schools. Many of these restrictions have existed for several years in connection with subsidized meal programs in schools. The focus has more recently turned to the growing health, nutrition and obesity concerns of today’s youth. The impact of restrictive legislation, if widely enacted, could have an adverse impact on the Company’s products, image and reputation.
 
The concentration of the Company’s capital stock ownership with the Harrison family limits other stockholders’ ability to influence corporate matters.
 
Members of the Harrison family, including the Company’s Chairman and Chief Executive Officer, J. Frank Harrison, III, beneficially own shares of Common Stock and Class B Common Stock representing approximately 85% of the total voting power of the Company’s outstanding capital stock. In addition, two members of the Harrison family, including Mr. Harrison, III, serve on the Board of Directors of the Company. As a result, members of the Harrison family have the ability to exert substantial influence or actual control over the Company’s management and affairs and over substantially all matters requiring action by the Company’s stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in control otherwise favored by the Company’s other stockholders and could depress the stock price.
 
Additionally, as a result of the Harrison family’s significant beneficial ownership of the Company’s outstanding voting stock, the Company has relied on the “controlled company” exemption from certain corporate governance requirements of The Nasdaq Stock Market LLC. This concentration of control limits other stockholders’ ability to influence corporate matters and, as a result, the Company may take actions that the Company’s stockholders do not view as beneficial.


16


Table of Contents

Item 1B.   Unresolved Staff Comments
 
None.
 
Item 2.   Properties
 
The principal properties of the Company include its corporate headquarters, its four production/distribution facilities and its 42 sales distribution centers. The Company owns two production/distribution facilities and 36 sales distribution centers, and leases its corporate headquarters, two other production/distribution facilities and six sales distribution centers.
 
The Company leases its 110,000 square foot corporate headquarters and a 65,000 square foot adjacent office building from a related party. The lease has a fifteen year term and expires in December 2021. Rental payments for these facilities were $3.7 million in 2009.
 
The Company leases its 542,000 square foot Snyder Production Center and an adjacent 105,000 square foot distribution center in Charlotte, North Carolina from a related party for a ten-year term expiring in December 2010. The Company modified the lease agreement in 2009 with new terms starting on January 1, 2011. The modified lease agreement expires in December 2020. Rental payments under this lease totaled $3.4 million in 2009.
 
The Company leases its 330,000 square foot production/distribution facility in Nashville, Tennessee. The lease requires monthly payments through December 2014. Rental payments under this lease totaled $.4 million in 2009.
 
The Company leases a 278,000 square foot warehouse which serves as additional space for its Charlotte, North Carolina distribution center. The lease requires monthly payments through March 2012. Rental payments under this lease totaled $.7 million in 2009.
 
The Company leases its 130,000 square foot sales distribution center in Lavergne, Tennessee. The lease requires monthly payments through August 2011. Rental payments under this lease totaled $.5 million in 2009.
 
The Company leases its 50,000 square foot sales distribution center in Charleston, South Carolina. The lease requires monthly payments through January 2017. Rental payments under this lease totaled $.4 million in 2009.
 
The Company leases its 57,000 square foot sales distribution center in Greenville, South Carolina. The lease requires monthly payments through July 2018. Rental payments under this lease totaled $.7 million in 2009.
 
The Company began leasing, in March 2009, a 75,000 square foot warehouse which serves as additional space for the Company’s Roanoke, Virginia distribution center. The lease requires monthly payments through March 2019. Rental payments under this lease totaled $.2 million in 2009.
 
The Company’s other real estate leases are not material.
 
The Company owns and operates a 316,000 square foot production/distribution facility in Roanoke, Virginia and a 271,000 square foot production/distribution facility in Mobile, Alabama.
 
The approximate percentage utilization of the Company’s production facilities is indicated below:
 
Production Facilities
         
    Percentage
Location
  Utilization *
 
Charlotte, North Carolina
    62 %
Mobile, Alabama
    59 %
Nashville, Tennessee
    68 %
Roanoke, Virginia
    68 %
 
Estimated 2010 production divided by capacity (based on operations of 6 days per week and 20 hours per day).
 
The Company currently has sufficient production capacity to meet its operational requirements. In addition to the production facilities noted above, the Company utilizes a portion of the production capacity at SAC, a cooperative located in Bishopville, South Carolina, that owns a 261,000 square foot production facility.


17


Table of Contents

The Company’s products are generally transported to sales distribution facilities for storage pending sale. The number of sales distribution facilities by market area as of February 1, 2010 was as follows:
 
Sales Distribution Facilities
         
    Number of
 
Region
  Facilities  
 
North Carolina
    13  
South Carolina
    5  
South Alabama
    4  
South Georgia
    4  
Middle Tennessee
    4  
Western Virginia
    4  
West Virginia
    8  
         
Total
    42  
         
 
The Company’s facilities are all in good condition and are adequate for the Company’s operations as presently conducted.
 
The Company also operates approximately 2,200 vehicles in the sale and distribution of its beverage products, of which approximately 1,300 are route delivery trucks. In addition, the Company owns approximately 194,000 beverage dispensing and vending machines for the sale of its products in its bottling territories.
 
Item 3.   Legal Proceedings
 
The Company is involved in various claims and legal proceedings which have arisen in the ordinary course of its business. Although it is difficult to predict the ultimate outcome of these claims and legal proceedings, management believes that the ultimate disposition of these matters will not have a material adverse effect on the financial condition, cash flows or results of operations of the Company. No material amount of loss in excess of recorded amounts is believed to be reasonably possible as a result of these claims and legal proceedings.
 
Item 4.   Reserved
 
 
The following is a list of names and ages of all the executive officers of the Company indicating all positions and offices with the Company held by each such person. All officers have served in their present capacities for the past five years except as otherwise stated.
 
J. FRANK HARRISON, III, age 55, is Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Harrison, III was appointed Chairman of the Board of Directors in December 1996. Mr. Harrison, III served as Vice Chairman from November 1987 through December 1996 and was appointed as the Company’s Chief Executive Officer in May 1994. He was first employed by the Company in 1977 and has served as a Division Sales Manager and as a Vice President.
 
WILLIAM B. ELMORE, age 54, is President and Chief Operating Officer and a Director of the Company, positions he has held since January 2001. Previously, he was Vice President, Value Chain from July 1999 and Vice President, Business Systems from August 1998 to June 1999. He was Vice President, Treasurer from June 1996 to July 1998. He was Vice President, Regional Manager for the Virginia Division, West Virginia Division and Tennessee Division from August 1991 to May 1996.
 
HENRY W. FLINT, age 55, is Vice Chairman of the Board of Directors of the Company, a position he has held since April 2007. Previously, he was Executive Vice President and Assistant to the Chairman of the Company, a position to which he was appointed in July 2004. Prior to that, he was a Managing Partner at the law firm of Kennedy Covington Lobdell & Hickman, L.L.P. with which he was associated from 1980 to 2004.


18


Table of Contents

STEVEN D. WESTPHAL, age 55, is Executive Vice President of Operations and Systems, a position to which he was appointed in September 2007. He was Chief Financial Officer from May 2005 to January 2008 and prior to that Vice President and Controller, a position he had held from November 1987.
 
WILLIAM J. BILLIARD, age 43, is Vice President, Controller and Chief Accounting Officer, a position to which he was appointed on February 20, 2006. Before joining the Company, he was Senior Vice President, Interim Chief Financial Officer and Corporate Controller of Portrait Corporation of America, Inc., a portrait photography studio company, from September 2005 to January 2006 and Senior Vice President, Corporate Controller from August 2001 to September 2005. Prior to that, he served as Vice President, Chief Financial Officer of Tailored Management, a long-term staffing company, from August 2000 to August 2001. Portrait Corporation of America, Inc. filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in August 2006.
 
ROBERT G. CHAMBLESS, age 44, is Senior Vice President, Sales, a position he has held since June 2008. Previously, he held the position of Vice President — Franchise Sales from early 2003 to June 2008 and Region Sales Manager for our Southern Division between 2000 and 2003. He was Sales Manager in the Company’s Columbia, SC branch between 1997 and 2000. He has served the Company in several other positions prior to this position and was first employed by the Company in 1986.
 
CLIFFORD M. DEAL, III, age 48, is Vice President and Treasurer, a position he has held since June 1999. Previously, he was Director of Compensation and Benefits from October 1997 to May 1999. He was Corporate Benefits Manager from December 1995 to September 1997 and was Manager of Tax Accounting from November 1993 to November 1995.
 
NORMAN C. GEORGE, age 54, is President, BYB Brands, Inc, a wholly-owned subsidiary of the Company that distributes and markets Cinnabon Premium Coffee Lattes, Tum-E Yummies and other products developed by the Company, a position he has held since July 2006. Prior to that he was Senior Vice President, Chief Marketing and Customer Officer, a position he was appointed to in September 2001. Prior to that, he was Vice President, Marketing and National Sales, a position he was appointed to in December 1999. Prior to that, he was Vice President, Corporate Sales, a position he had held since August 1998. Previously, he was Vice President, Sales for the Carolinas South Region, a position he held beginning in November 1991.
 
JAMES E. HARRIS, age 47, is Senior Vice President and Chief Financial Officer, a position he has held since January 28, 2008. He served as a Director of the Company from August 2003 until January 25, 2008 and was a member of the Audit Committee and the Finance Committee. He served as Executive Vice President and Chief Financial Officer of MedCath Corporation, an operator of cardiovascular hospitals, from December 1999 to January 2008. From 1998 to 1999 he was Chief Financial Officer of Fresh Foods, Inc., a manufacturer of fully cooked food products. From 1987 to 1998, he served in several different officer positions with The Shelton Companies, Inc. He also served two years with Ernst & Young LLP as a senior accountant.
 
UMESH M. KASBEKAR, age 52, is Senior Vice President, Planning and Administration, a position he has held since January 1995. Prior to that, he was Vice President, Planning, a position he was appointed to in December 1988.
 
MELVIN F. LANDIS, III, age 44, is Senior Vice President, Chief Marketing and Customer Officer, a position he has held since December 2006. Prior to that he was Vice President, Marketing and Corporate Customers from July 2006 to December 2006 and Vice President, Customer Management from July 2004 to June 2006. Prior to joining the Company in July 2004, he was employed at The Clorox Company, a manufacturer and marketer of consumer products, from 1994. While at The Clorox Company, he held a number of positions, including Region Sales Manager, Sales Merchandising Manager — Kingsford Charcoal, Director — Corporate Trade and Category Management, Team Leader Wal-Mart/Sam’s and Senior Director — US Grocery Sales.
 
LAUREN C. STEELE, age 55, is Vice President, Corporate Affairs, a position he has held since May 1989. He is responsible for governmental, media and community relations for the Company.


19


Table of Contents

 
 
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
The Company has two classes of common stock outstanding, Common Stock and Class B Common Stock. The Common Stock is traded on the Nasdaq Global Select Market under the symbol COKE. The table below sets forth for the periods indicated the high and low reported sales prices per share of Common Stock. There is no established public trading market for the Class B Common Stock. Shares of Class B Common Stock are convertible on a share-for-share basis into shares of Common Stock.
 
                                 
    Fiscal Year  
    2009     2008  
    High     Low     High     Low  
 
First quarter
  $ 53.71     $ 37.75     $ 62.20     $ 54.38  
Second quarter
    58.18       46.14       62.13       38.30  
Third quarter
    58.00       47.14       44.03       31.41  
Fourth quarter
    55.28       43.21       46.65       35.00  
 
A quarterly dividend rate of $.25 per share on both Common Stock and Class B Common Stock was maintained throughout 2008 and 2009. Common Stock and Class B Common Stock have participated equally in dividends since 1994.
 
Pursuant to the Company’s certificate of incorporation, no cash dividend or dividend of property or stock other than stock of the Company, as specifically described in the certificate of incorporation, may be declared and paid on the Class B Common Stock unless an equal or greater dividend is declared and paid on the Common Stock.
 
The amount and frequency of future dividends will be determined by the Company’s Board of Directors in light of the earnings and financial condition of the Company at such time, and no assurance can be given that dividends will be declared or paid in the future.
 
The number of stockholders of record of the Common Stock and Class B Common Stock, as of March 5, 2010, was 2,981 and 10, respectively.
 
On March 4, 2009, the Compensation Committee determined that 20,000 shares of restricted Class B Common Stock, $1.00 par value, vested and should be issued pursuant to a performance-based award to J. Frank Harrison, III, in connection with his services in 2008 as Chairman of the Board of Directors and Chief Executive Officer of the Company.
 
On March 9, 2010, the Compensation Committee determined that 40,000 shares of restricted Class B Common Stock, $1.00 par value, should be issued pursuant to a Performance Unit Award Agreement to J. Frank Harrison, III, in connection with his services in 2009 as Chairman of the Board of Directors and Chief Executive Officer of the Company. As permitted under the terms of the Performance Unit Award Agreement, Mr. Harrison, III surrendered 17,680 of such shares to satisfy tax withholding obligations in connection with the vesting of the performance units.
 
The awards to Mr. Harrison, III were issued without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on Section 4(2) of the Securities Act.
 
On February 19, 2009, The Coca-Cola Company converted all of its 497,670 shares of the Company’s Class B Common Stock into an equivalent number of shares of the Common Stock of the Company. The shares of Common Stock were issued to The Coca-Cola Company without registration under Section 3(a)(9) of the Securities Act.
 
Presented below is a line graph comparing the yearly percentage change in the cumulative total return on the Company’s Common Stock to the cumulative total return of the Standard & Poor’s 500 Index and a peer group for the period commencing December 31, 2004 and ending January 3, 2010. The peer group is comprised of Dr Pepper Snapple Group, Coca-Cola Enterprises Inc.; The Coca-Cola Company; Cott Corporation; National Beverage Corp.; PepsiCo, Inc.; Pepsi Bottling Group, Inc. and PepsiAmericas.


20


Table of Contents

The graph assumes that $100 was invested in the Company’s Common Stock, the Standard & Poor’s 500 Index and the peer group on December 31, 2004 and that all dividends were reinvested on a quarterly basis. Returns for the companies included in the peer group have been weighted on the basis of the total market capitalization for each company.
 
CUMULATIVE TOTAL RETURN*
Based upon an initial investment of $100 on December 31, 2004
with dividends reinvested
 
(PERFORMANCE GRAPH)
 
                                                             
      12/31/04       12/30/05       12/29/06       12/28/07       12/26/08       12/31/09  
 CCBCC
    $ 100       $ 77       $ 125       $ 110       $ 85       $ 105  
 S&P 500     $ 100       $ 105       $ 121       $ 128       $ 81       $ 102  
 Peer Group     $ 100       $ 106       $ 121       $ 157       $ 112       $ 144  
                                                             


21


Table of Contents

Item 6.   Selected Financial Data
 
The following table sets forth certain selected financial data concerning the Company for the five years ended January 3, 2010. The data for the five years ended January 3, 2010 is derived from audited consolidated financial statements of the Company. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in Item 7 hereof and is qualified in its entirety by reference to the more detailed consolidated financial statements and notes contained in Item 8 hereof. This information should also be read in conjunction with the “Risk Factors” set forth in Item 1A.
 
SELECTED FINANCIAL DATA*
 
                                         
    Fiscal Year**  
In thousands (except per share data)
  2009     2008     2007     2006     2005  
 
Summary of Operations
                                       
Net sales
  $ 1,442,986     $ 1,463,615     $ 1,435,999     $ 1,431,005     $ 1,380,172  
                                         
Cost of sales
    822,992       848,409       814,865       808,426       761,261  
Selling, delivery and administrative expenses
    525,491       555,728       539,251       537,915       526,783  
                                         
Total costs and expenses
    1,348,483       1,404,137       1,354,116       1,346,341       1,288,044  
                                         
Income from operations
    94,503       59,478       81,883       84,664       92,128  
Interest expense, net
    37,379       39,601       47,641       50,286       49,279  
                                         
Income before taxes
    57,124       19,877       34,242       34,378       42,849  
Income tax provision
    16,581       8,394       12,383       7,917       15,801  
                                         
Net income
    40,543       11,483       21,859       26,461       27,048  
                                         
Less: Net income attributable to the noncontrolling interest
    2,407       2,392       2,003       3,218       4,097  
                                         
Net income attributable to Coca-Cola Bottling Co. Consolidated
  $ 38,136     $ 9,091     $ 19,856     $ 23,243     $ 22,951  
                                         
Basic net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated:
                                       
Common Stock
  $ 4.16     $ .99     $ 2.18     $ 2.55     $ 2.53  
Class B Common Stock
  $ 4.16     $ .99     $ 2.18     $ 2.55     $ 2.53  
Diluted net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated:
                                       
Common Stock
  $ 4.15     $ .99     $ 2.17     $ 2.55     $ 2.53  
Class B Common Stock
  $ 4.13     $ .99     $ 2.17     $ 2.54     $ 2.53  
Cash dividends per share:
                                       
Common Stock
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Class B Common Stock
  $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Other Information
                                       
Weighted average number of common shares outstanding:
                                       
Common Stock
    7,072       6,644       6,644       6,643       6,643  
Class B Common Stock
    2,092       2,500       2,480       2,460       2,440  
Weighted average number of common shares outstanding — assuming dilution:
                                       
Common Stock
    9,197       9,160       9,141       9,120       9,083  
Class B Common Stock
    2,125       2,516       2,497       2,477       2,440  
Year-End Financial Position
                                       
Total assets
  $ 1,283,077     $ 1,315,772     $ 1,291,799     $ 1,364,467     $ 1,341,839  
                                         
Current portion of debt
          176,693       7,400       100,000       6,539  
                                         
Current portion of obligations under capital leases
    3,846       2,781       2,602       2,435       1,709  
                                         
Obligations under capital leases
    59,261       74,833       77,613       75,071       77,493  
                                         
Long-term debt
    537,917       414,757       591,450       591,450       691,450  
                                         
Total equity of Coca-Cola Bottling Co. Consolidated
    116,291       76,309       120,504       93,953       75,134  
                                         
 
See Management’s Discussion and Analysis of Financial Condition and Results of Operations and the accompanying notes to consolidated financial statements for additional information.
 
 
** All years presented are 52-week fiscal years except 2009 which was a 53-week year. The estimated net sales, gross margin and selling, delivery and administrative expenses for the additional selling week in 2009 of approximately $18 million, $6 million and $4 million, respectively, are included in reported results for 2009.


22


Table of Contents

 
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“M,D&A”) should be read in conjunction with Coca-Cola Bottling Co. Consolidated’s (the “Company”) consolidated financial statements and the accompanying notes to consolidated financial statements. M,D&A includes the following sections:
 
  •  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 three years ended 2009.
 
  •  Discussion of Critical Accounting Policies, Estimates and New Accounting Pronouncements — a discussion of accounting policies that are most important to the portrayal of the Company’s financial condition and results of operations and that require critical judgments and estimates and the expected impact of new accounting pronouncements.
 
  •  Results of Operations — an analysis of the Company’s results of operations for the three years presented in the consolidated financial statements.
 
  •  Financial Condition — an analysis of the Company’s financial condition as of the end of the last two years 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.
 
The fiscal years presented are the 53-week period ended January 3, 2010 (“2009”) and the 52-week periods ended December 28, 2008 (“2008”) and December 30, 2007 (“2007”). The Company’s fiscal year ends on the Sunday closest to December 31 of each year.
 
The consolidated financial statements include the consolidated operations of the Company and its majority-owned subsidiaries including Piedmont Coca-Cola Bottling Partnership (“Piedmont”). Noncontrolling interest consists of The Coca-Cola Company’s interest in Piedmont, which was 22.7% for all periods presented.
 
In December 2007, the Financial Accounting Standards Board (“FASB”) issued new guidance on accounting for the noncontrolling interest in the consolidated financial statements. The Company implemented the new guidance effective December 29, 2008, the beginning of the first quarter of 2009. The new guidance changes the accounting and reporting standards for the noncontrolling interest in a subsidiary (commonly referred to previously as minority interest). Piedmont is the Company’s only subsidiary that has a noncontrolling interest. Noncontrolling interest income of $2.4 million in 2009, $2.4 million in 2008, and $2.0 million in 2007 has been reclassified to be included in net income on the Company’s consolidated statements of operations. In addition, the amount of consolidated net income attributable to both the Company and the noncontrolling interest are shown on the Company’s consolidated statements of operations. Noncontrolling interest related to Piedmont totaled $52.8 million and $50.4 million at January 3, 2010 and December 28, 2008, respectively. These amounts have been reclassified as noncontrolling interest in the equity section of the Company’s consolidated balance sheets.
 


23


Table of Contents

Our Business and the Nonalcoholic Beverage Industry
 
The Company produces, markets and distributes nonalcoholic beverages, primarily products of The Coca-Cola Company, which include some of the most recognized and popular beverage brands in the world. The Company is the second largest bottler of products of The Coca-Cola Company in the United States, distributing these products in eleven states primarily in the Southeast. The Company also distributes several other beverage brands. These product offerings include both sparkling and still beverages. Sparkling beverages are carbonated beverages, including energy products. Still beverages are noncarbonated beverages such as bottled water, tea, ready-to-drink coffee, enhanced water, juices and sports drinks. The Company had net sales of $1.4 billion in 2009.
 
The nonalcoholic beverage market is highly competitive. The Company’s competitors include bottlers and distributors of nationally and regionally advertised and marketed products and private label products. In each region in which the Company operates, between 85% and 95% of sparkling beverage sales in bottles, cans and other containers are accounted for by the Company and its principal competitors, which in each region includes the local bottler of Pepsi-Cola and, in some regions, the local bottler of Dr Pepper, Royal Crown and/or 7-Up products. During the past several years, industry sales of sugar sparkling beverages, other than energy products, have declined. The decline in sales of sugar sparkling beverages has generally been offset by growth in other nonalcoholic beverage product categories. The sparkling beverage category (including energy products) represents 83% of the Company’s 2009 bottle/can net sales.
 
The Coca-Cola Company recently announced an agreement to acquire the North America operations of Coca-Cola Enterprises Inc., and the Company’s primary competitors were recently acquired by their franchisor. These transactions may cause uncertainty within the Coca-Cola bottler system or adversely impact the Company and its business. At this time, it is uncertain whether the transactions will have a material impact on the Company’s business and financial results.
 
The Company’s net sales by product category were as follows:
 
                         
    Fiscal Year  
In thousands
  2009     2008     2007  
 
Bottle/can sales:
                       
Sparkling beverages (including energy products)
  $ 1,006,356     $ 1,011,656     $ 1,007,583  
Still beverages
    206,691       227,171       201,952  
                         
Total bottle/can sales
    1,213,047       1,238,827       1,209,535  
                         
Other sales:
                       
Sales to other Coca-Cola bottlers
    131,153       128,651       127,478  
Post-mix and other
    98,786       96,137       98,986  
                         
Total other sales
    229,939       224,788       226,464  
                         
Total net sales
  $ 1,442,986     $ 1,463,615     $ 1,435,999  
                         
 
Areas of Emphasis
 
Key priorities for the Company include revenue management, product innovation and beverage portfolio expansion, distribution cost management and productivity.
 
Revenue Management
 
Revenue management requires a strategy which reflects consideration for pricing of brands and packages within product categories and channels, highly effective working relationships with customers and disciplined fact-based decision-making. Revenue management has been and continues to be a key driver which has a significant impact on the Company’s results of operations.


24


Table of Contents

Product Innovation and Beverage Portfolio Expansion
 
Sparkling beverage volume, other than energy products, has declined over the past several years. Innovation of both new brands and packages has been and will continue to be critical to the Company’s overall revenue. The Company began distributing Monster Energy drinks in certain of the Company’s territories beginning in November 2008. The Company introduced the following new products during 2007: smartwater, vitaminwater, vitaminenergy, Gold Peak and Country Breeze tea products, juice products from FUZE (a subsidiary of The Coca-Cola Company) and V8 juice products from Campbell Soup Company (“Campbell”). The Company also modified its energy product portfolio in 2007 with the addition of NOS© products from FUZE. New packaging introductions include the 2-liter contour bottle during 2009 and the 20-ounce “grip” bottle during 2007.
 
In October 2008, the Company entered into a distribution agreement with Hansen Beverage Company (“Hansen”), the developer, marketer, seller and distributor of Monster Energy drinks, the leading volume brand in the United States energy drink category. Under this agreement, the Company has the right to distribute Monster Energy drinks in certain of the Company’s territories. The agreement has a term of 20 years and can be terminated by either party under certain circumstances, subject to a termination penalty in certain cases. In conjunction with the execution of this agreement, the Company was required to pay Hansen $2.3 million. This amount equals the amount that Hansen was required to pay to the existing distributors of Monster Energy drinks to terminate the prior distribution agreements. The Company has recorded the payment to Hansen as distribution rights and will amortize the amount on a straight-line basis to selling, delivery and administrative (“S,D&A”) expenses over the 20-year term of the agreement.
 
In August 2007, the Company entered into a distribution agreement with Energy Brands Inc. (“Energy Brands”), a wholly-owned subsidiary of The Coca-Cola Company. Energy Brands, also known as glacéau, is a producer and distributor of branded enhanced beverages including vitaminwater, smartwater and vitaminenergy. The distribution agreement was effective November 1, 2007 for a period of ten years and, unless earlier terminated, will be automatically renewed for succeeding ten-year terms, subject to a one year non-renewal notification by the Company. In conjunction with the execution of the distribution agreement, the Company entered into an agreement with The Coca-Cola Company whereby the Company agreed not to introduce new third party brands or certain third party brand extensions in the United States through August 31, 2010 unless mutually agreed to by the Company and The Coca-Cola Company.
 
The Company has invested in its own brand portfolio with products such as Tum-E Yummies, a vitamin C enhanced flavored drink, Country Breeze tea and diet Country Breeze tea and is the exclusive licensee of Cinnabon Premium Coffee Lattes. These brands enable the Company to participate in strong growth categories and capitalize on distribution channels that include the Company’s traditional Coca-Cola franchise territory as well as third party distributors outside the Company’s traditional Coca-Cola franchise territory. While the growth prospects of Company-owned or exclusively licensed brands appear promising, the cost of developing, marketing and distributing these brands is anticipated to be significant as well.
 
Distribution Cost Management
 
Distribution costs represent the costs of transporting finished goods from Company locations to customer outlets. Total distribution costs amounted to $188.9 million, $201.6 million and $194.9 million in 2009, 2008 and 2007, respectively. Over the past several years, the Company has focused on converting its distribution system from a conventional routing system to a predictive system. This conversion to a predictive system has allowed the Company to more efficiently handle increasing numbers of products. In addition, the Company has closed a number of smaller sales distribution centers reducing its fixed warehouse-related costs.
 
The Company has three primary delivery systems for its current business:
 
  •  bulk delivery for large supermarkets, mass merchandisers and club stores;
 
  •  advanced sale delivery for convenience stores, drug stores, small supermarkets and on-premises accounts; and
 
  •  full service delivery for its full service vending customers.


25


Table of Contents

 
Distribution cost management will continue to be a key area of emphasis for the Company.
 
Productivity
 
A key driver in the Company’s S,D&A expense management relates to ongoing improvements in labor productivity and asset productivity. The Company initiated plans to reorganize the structure in its operating units and support services in July 2008. The reorganization resulted in the elimination of approximately 350 positions, or approximately 5% of the Company’s workforce. The Company implemented these changes in order to improve its efficiency and to help offset significant increases in the cost of raw materials and operating expenses. The plan was completed in the fourth quarter of 2008.
 
On February 2, 2007, the Company initiated a restructuring plan to simplify and streamline its operating management structure, which included a separation of the sales function from the delivery function to provide dedicated focus on each function and enhanced productivity. The Company continues to focus on its supply chain and distribution functions for ongoing opportunities to improve productivity.
 
Overview of Operations and Financial Condition
 
The comparison of operating results for 2009 to the operating results for 2008 and 2007 are affected by the impact of one additional selling week in 2009 due to the Company’s fiscal year ending on the Sunday closest to December 31st. The estimated net sales, gross margin and S,D&A expenses for the additional selling week in 2009 of approximately $18 million, $6 million and $4 million, respectively, are included in reported results for 2009.
 
The following items affect the comparability of the financial results presented below:
 
2009
 
  •  a $10.8 million pre-tax favorable mark-to-market adjustment to cost of sales related to the Company’s 2010 and 2011 aluminum hedging programs;
 
  •  a $5.4 million credit to income tax expense related to the reduction of the liability for uncertain tax positions due mainly to the lapse of applicable statutes of limitations;
 
  •  a $2.4 million pre-tax favorable mark-to-market adjustment to S,D&A expenses related to the Company’s 2009 and 2010 fuel hedging program; and
 
  •  a $1.7 million credit to income tax expense related to the agreement with a state tax authority to settle certain prior tax positions.
 
2008
 
  •  a $14.0 million pre-tax charge to freeze the Company’s liability to the Central States, Southeast and Southwest Areas Pension Fund (“Central States”), a multi-employer pension fund, while preserving the pension benefits previously earned by Company employees covered by the plan and the expense to settle a strike by the employees covered by this plan;
 
  •  a $4.6 million pre-tax charge for restructuring expense related to the Company’s plan initiated in the third quarter of 2008 to reorganize the structure of its operating units and support services, which resulted in the elimination of approximately 350 positions; and
 
  •  a $2.0 million pre-tax charge for a mark-to-market adjustment related to the Company’s 2009 fuel hedging program.
 
2007
 
  •  a $2.8 million pre-tax charge related to a simplification of the Company’s operating management structure and reduction in workforce.


26


Table of Contents

 
The following summarizes key information about the Company’s financial results for the three years ended January 3, 2010.
 
                         
    Fiscal Year  
In thousands (except per share data)
  2009     2008     2007  
 
Net sales
  $ 1,442,986     $ 1,463,615     $ 1,435,999  
Gross margin
    619,994       615,206       621,134  
S,D&A expenses
    525,491       555,728       539,251  
Income from operations
    94,503       59,478       81,883  
Interest expense, net
    37,379       39,601       47,641  
Income before taxes
    57,124       19,877       34,242  
Income tax provision
    16,581       8,394       12,383  
Net income
    40,543       11,483       21,859  
Net income attributable to the Company
    38,136       9,091       19,856  
Basic net income per share:
                       
Common Stock
  $ 4.16     $ .99     $ 2.18  
Class B Common Stock
  $ 4.16     $ .99     $ 2.18  
Diluted net income per share:
                       
Common Stock
  $ 4.15     $ .99     $ 2.17  
Class B Common Stock
  $ 4.13     $ .99     $ 2.17  
 
The Company’s net sales grew .5% from 2007 to 2009. The net sales increase was primarily due to an increase in average sales price per bottle/can unit of 3.5% offset by a 4.1% decrease in bottle/can volume. The increase in average sales price per bottle/can unit was primarily due to price increases in all bottle/can categories. The decrease in bottle/can volume was primarily due to decreases in sugar sparkling beverages (other than energy products) and bottled water volume partially offset by an increase in enhanced water volume.
 
The Company has seen declines in the demand for sugar sparkling beverages (other than energy products) and bottled water over the past several years and anticipates this trend may continue. The Company anticipates overall bottle/can sales growth will be primarily dependent upon continued growth in diet sparkling products, sports drinks, enhanced water, tea and energy products as well as the introduction of new beverage products and the appropriate pricing of brands and packages within sales channels.
 
Gross margin dollars decreased .2% from 2007 to 2009. The Company’s gross margin as a percentage of net sales declined from 43.3% in 2007 to 43.0% in 2009. The decrease in gross margin percentage was primarily due to higher raw material costs and a higher percentage of sales of purchased products which have a lower gross margin percentage than manufactured products. This was partially offset by higher sales price per unit, increases in marketing funding support from The Coca-Cola Company and favorable mark-to-market adjustments related to the Company’s aluminum hedging program.
 
S,D&A expenses decreased 2.6% from 2007 to 2009. The decrease in S,D&A expenses was primarily the result of decreases in salaries and wages (excluding bonus and incentive expense), fuel costs, depreciation expense and restructuring costs. This was partially offset by increases in bonus and incentive expense, casualty and property insurance expense, bad debt expense and employee benefits costs, primarily pension expense.
 
Interest expense, net decreased 21.5% in 2009 compared to 2007. The decrease was primarily due to lower effective interest rates and lower borrowing levels. The Company’s overall weighted average interest rate was 5.8% for 2009 compared to 6.7% for 2007. Interest earned on short-term cash investments in 2009 was $.1 million compared to $2.7 million in 2007.
 
Income tax expense increased 33.9% from 2007 to 2009. The increase was primarily due to greater pre-tax earnings. The Company’s effective tax rate was 30.3% for 2009 compared to 38.4% for 2007. The effective tax rates differ from statutory rates as a result of adjustments to the reserve for uncertain tax positions, adjustments to the deferred tax asset valuation allowance and other nondeductible items.


27


Table of Contents

Net debt and capital lease obligations were summarized as follows:
 
                         
    Jan. 3,
    Dec. 28,
    Dec. 30,
 
In thousands
  2010     2008     2007  
 
Debt
  $ 537,917     $ 591,450     $ 598,850  
Capital lease obligations
    63,107       77,614       80,215  
                         
Total debt and capital lease obligations
    601,024       669,064       679,065  
Less: Cash, cash equivalents and restricted cash
    22,270       45,407       9,871  
                         
Total net debt and capital lease obligations(1)
  $ 578,754     $ 623,657     $ 669,194  
                         
 
(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 and Estimates
 
In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company believes the following discussion addresses the Company’s most critical accounting policies, which are those most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
 
The Company did not make changes in any critical accounting policies during 2009. Any changes in critical accounting policies and estimates are discussed with the Audit Committee of the Board of Directors of the Company during the quarter in which a change is contemplated and prior to making such change.
 
 
The Company evaluates the collectibility of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s recent past loss history and an overall assessment of past due trade accounts receivable outstanding.
 
The Company’s review of potential bad debts considers the specific industry in which a particular customer operates, such as supermarket retailers, convenience stores and mass merchandise retailers, and the general economic conditions that currently exist in that specific industry. The Company then considers the effects of concentration of credit risk in a specific industry and for specific customers within that industry.
 
 
Property, plant and equipment is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model or changes in the Company’s capital spending strategy could result in the actual useful lives differing from the Company’s current estimates. Factors such as changes in the planned use of manufacturing equipment, cold drink dispensing equipment, transportation equipment, warehouse facilities or software could also result in shortened useful lives. In those cases where the Company determines that the useful life of property, plant and equipment should be shortened or lengthened, the Company depreciates the net book value in excess of the estimated salvage value over its revised remaining useful life. The Company changed the estimate of the useful lives


28


Table of Contents

of certain cold drink dispensing equipment from thirteen to fifteen years in the first quarter of 2009 to better reflect useful lives based on actual experience.
 
The Company evaluates the recoverability of the carrying amount of its property, plant and equipment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These evaluations are performed at a level where independent cash flows may be attributed to either an asset or an asset group. If the Company determines that the carrying amount of an asset or asset group is not recoverable based upon the expected undiscounted future cash flows of the asset or asset group, an impairment loss is recorded equal to the excess of the carrying amounts over the estimated fair value of the long-lived assets.
 
 
The Company considers franchise rights with The Coca-Cola Company and other beverage companies to be indefinite lived because the agreements are perpetual or, in situations where agreements are not perpetual, the Company anticipates the agreements will continue to be renewed upon expiration. The cost of renewals is minimal and the Company has not had any renewals denied. The Company considers franchise rights as indefinite lived intangible assets and therefore, does not amortize the value of such assets. Instead, franchise rights are tested at least annually for impairment.
 
 
Generally accepted accounting principles (“GAAP”) requires testing of intangible assets with indefinite lives and goodwill for impairment at least annually. The Company conducts its annual impairment test as of the first day of the fourth quarter of each fiscal year. The Company also reviews intangible assets with indefinite lives and goodwill for impairment if there are significant changes in business conditions that could result in impairment.
 
For the annual impairment analysis of franchise rights in 2007 and 2008, the fair value for the Company’s franchise rights was estimated using a discounted cash flows approach. This approach involved projecting future cash flows attributable to the franchise rights and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value was compared to the carrying value on an aggregated basis. For the annual impairment analysis of franchise rights in 2009, the Company utilized the Greenfield Method to estimate the fair value. The Greenfield Method assumes the Company is starting new owning only franchise rights and makes investments required to build an operation comparable to the Company’s current operations. The Company estimates the cash flows required to build a comparable operation and the available future cash flows from these operations. The cash flows are then discounted using an appropriate discount rate. The estimated fair value based upon the discounted cash flows is then compared to the carrying value on an aggregated basis. As a result of these analyses, there was no impairment of the Company’s recorded franchise rights in 2009, 2008 or 2007. In addition to the discount rate, the estimated fair value includes a number of assumptions such as cost of investment to build a comparable operation, projected net sales, cost of sales, operating expenses and income taxes. Changes in the assumptions required to estimate the present value of the cash flows attributable to franchise rights could materially impact the fair value estimate.
 
The Company has determined that it has one reporting unit for purposes of assessing goodwill for potential impairment. For the annual impairment analysis of goodwill, the Company develops an estimated fair value for the reporting unit using an average of three different approaches:
 
  •  market value, using the Company’s stock price plus outstanding debt;
 
  •  discounted cash flow analysis; and
 
  •  multiple of earnings before interest, taxes, depreciation and amortization based upon relevant industry data.
 
The estimated fair value of the reporting unit is then compared to its carrying amount including goodwill. If the estimated fair value exceeds the carrying amount, goodwill will be considered not to be impaired and the second step of the GAAP impairment test is not necessary. If the carrying amount including goodwill exceeds its estimated fair value, the second step of the impairment test is performed to measure the amount of the impairment, if any. Based on this analysis, there was no impairment of the Company’s recorded goodwill in 2009, 2008 or 2007. The


29


Table of Contents

discounted cash flow analysis includes a number of assumptions such as weighted average cost of capital, projected sales volume, net sales, cost of sales and operating expenses. Changes in these assumptions could materially impact the fair value estimates.
 
The Company uses its overall market capitalization as part of its estimate of fair value of the reporting unit and in assessing the reasonableness of the Company’s internal estimates of fair value.
 
To the extent that actual and projected cash flows decline in the future, or if market conditions deteriorate significantly, the Company may be required to perform an interim impairment analysis that could result in an impairment of franchise rights and goodwill. The Company has determined that there has not been an interim impairment trigger since the first day of the fourth quarter of 2009 annual test date.
 
 
The Company records a valuation allowance to reduce the carrying value of its deferred tax assets if, based on the weight of available evidence, it is determined it is more likely than not that such assets will not ultimately be realized. While the Company considers future taxable income and prudent and feasible tax planning strategies in assessing the need for a valuation allowance, should the Company determine it will not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the valuation allowance will be charged to income in the period in which such determination is made. A reduction in the valuation allowance and corresponding adjustment to income may be required if the likelihood of realizing existing deferred tax assets increases to a more likely than not level. The Company regularly reviews the realizability of deferred tax assets and initiates a review when significant changes in the Company’s business occur that could impact the realizability assessment.
 
In addition to a valuation allowance related to net operating loss carryforwards, the Company records liabilities for uncertain tax positions related to certain state and federal income tax positions. These liabilities reflect the Company’s best estimate of the ultimate income tax liability based on currently known facts and information. Material changes in facts or information as well as the expiration of statutes of limitations and/or settlements with individual state or federal jurisdictions may result in material adjustments to these estimates in the future. The Company recorded adjustments to its valuation allowance and reserve for uncertain tax positions in 2008 and 2009 as a result of settlements reached on a basis more favorable than previously estimated. The Company did not record any adjustment to its valuation allowance and reserve for uncertain tax positions in 2007 as a result of settlements.
 
 
The Company uses various insurance structures to manage its workers’ compensation, auto liability, medical and other insurable risks. These structures consist of retentions, deductibles, limits and a diverse group of insurers that serve to strategically transfer and mitigate the financial impact of losses. The Company uses commercial insurance for claims as a risk reduction strategy to minimize catastrophic losses. Losses are accrued using assumptions and procedures followed in the insurance industry, adjusted for company-specific history and expectations. The Company has standby letters of credit, primarily related to its property and casualty insurance programs. On January 3, 2010, these letters of credit totaled $30.0 million. The Company was required to maintain $4.5 million of restricted cash for letters of credit beginning in the second quarter of 2009.
 
 
The Company sponsors pension plans covering substantially all full-time nonunion employees and certain union employees who meet eligibility requirements. As discussed below, the Company ceased further benefit accruals under the principal Company-sponsored pension plan effective June 30, 2006. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. These factors include assumptions about the discount rate, expected return on plan assets, employee turnover and age at retirement, as determined by the Company, within certain guidelines. In addition, the Company uses subjective factors such as mortality rates to estimate the projected benefit obligation. The actuarial assumptions used by the Company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. These differences may result in a significant impact to the amount of net periodic pension cost recorded by the Company in future periods. The


30


Table of Contents

discount rate used in determining the actuarial present value of the projected benefit obligation for the Company’s pension plans was 6.0% in both 2008 and 2009. The discount rate assumption is generally the estimate which can have the most significant impact on net periodic pension cost and the projected benefit obligation for these pension plans. The Company determines an appropriate discount rate annually based on the annual yield on long-term corporate bonds as of the measurement date and reviews the discount rate assumption at the end of each year.
 
On February 22, 2006, the Board of Directors of the Company approved an amendment to the principal Company-sponsored pension plan to cease further benefit accruals under the plan effective June 30, 2006. Annual pension costs were $11.2 million expense in 2009, $2.3 million income in 2008 and $.2 million expense in 2007. The large increase in pension expense in 2009 was primarily due to a significant decrease in the fair market value of pension plan assets in 2008.
 
Annual pension expense is estimated to be $6.0 million in 2010. The decrease in estimated pension plan expense in 2010 compared to 2009 is primarily due to investment returns in 2009 that exceeded the expected rate of return.
 
A .25% increase or decrease in the discount rate assumption would have impacted the projected benefit obligation and net periodic pension cost of the Company-sponsored pension plans as follows:
 
                 
In thousands
  .25% Increase     .25% Decrease  
 
(Decrease) increase in:
               
Projected benefit obligation at January 3, 2010
  $ (7,300 )   $ 7,735  
Net periodic pension cost in 2009
    (818 )     857  
 
The weighted average expected long-term rate of return of plan assets was 8% for 2007, 2008 and 2009. This rate reflects an estimate of long-term future returns for the pension plan assets. This estimate is primarily a function of the asset classes (equities versus fixed income) in which the pension plan assets are invested and the analysis of past performance of these asset classes over a long period of time. This analysis includes expected long-term inflation and the risk premiums associated with equity and fixed income investments. See Note 17 to the consolidated financial statements for the details by asset type of the Company’s pension plan assets at January 3, 2010 and December 28, 2008, and the weighted average expected long-term rate of return of each asset type. The actual return of pension plan assets was a gain of 24.52% for 2009, a loss of 28.6% for 2008 and a gain of 8.6% for 2007.
 
The Company sponsors a postretirement health care plan for employees meeting specified qualifying criteria. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the net periodic postretirement benefit cost and postretirement benefit obligation for this plan. These factors include assumptions about the discount rate and the expected growth rate for the cost of health care benefits. In addition, the Company uses subjective factors such as withdrawal and mortality rates to estimate the projected liability under this plan. The actuarial assumptions used by the Company may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. The Company does not pre-fund its postretirement benefits and has the right to modify or terminate certain of these benefits in the future.
 
The discount rate assumption, the annual health care cost trend and the ultimate trend rate for health care costs are key estimates which can have a significant impact on the net periodic postretirement benefit cost and postretirement obligation in future periods. The Company annually determines the health care cost trend based on recent actual medical trend experience and projected experience for subsequent years.
 
The discount rate assumptions used to determine the pension and postretirement benefit obligations are based on yield rates available on double-A bonds as of each plan’s measurement date. The discount rate used in determining the postretirement benefit obligation was 6.25% and 5.75% in 2008 and 2009, respectively. The discount rate for 2009 was derived using the Citigroup Pension Discount Curve which is a set of yields on hypothetical double-A zero-coupon bonds with maturities up to 30 years. Projected benefit payouts from each plan are matched to the Citigroup Pension Discount Curve and an equivalent flat discount rate is derived and then rounded to the nearest quarter percent.


31


Table of Contents

A .25% increase or decrease in the discount rate assumption would have impacted the projected benefit obligation and service cost and interest cost of the Company’s postretirement benefit plan as follows:
 
                 
In thousands
  .25% Increase     .25% Decrease  
 
Increase (decrease) in:
               
Postretirement benefit obligation at January 3, 2010
  $ (1,137 )   $ 1,191  
Service cost and interest cost in 2009
    11       (12 )
 
A 1% increase or decrease in the annual health care cost trend would have impacted the postretirement benefit obligation and service cost and interest cost of the Company’s postretirement benefit plan as follows:
 
                 
In thousands
  1% Increase     1% Decrease  
 
Increase (decrease) in:
               
Postretirement benefit obligation at January 3, 2010
  $ 3,983     $ (3,473 )
Service cost and interest cost in 2009
    353       (307 )
 
New Accounting Pronouncements
 
 
In September 2006, the FASB issued new guidance which defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. The new guidance does not require any new fair value measurements but could change the Company’s current practices in measuring fair value. The new guidance was effective at the beginning of the first quarter of 2008 for all financial assets and liabilities and for nonfinancial assets and liabilities recognized or disclosed at fair value on a recurring basis. In February 2008, the FASB issued additional guidance which deferred the application date of the provisions of the new guidance for all nonfinancial assets and liabilities until the first quarter of 2009 except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements. See Note 11 to the consolidated financial statements for additional information.
 
In December 2007, the FASB issued new guidance which established principles and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed and any noncontrolling interest in an acquisition, at their fair values as of the acquisition date. The new guidance was effective for the first quarter of 2009. The impact on the Company of adopting this new guidance will depend on the nature, terms and size of business combinations completed after the effective date.
 
In December 2007, the FASB issued new guidance to establish new accounting and new reporting standards for the noncontrolling interest in a subsidiary (commonly referred to previously as minority interest) and for the deconsolidation of a subsidiary. This new guidance was effective for the Company as of the beginning of 2009 and is being applied prospectively, except for the presentation and disclosure requirements, which have been applied retrospectively. The adoption of this new guidance did not have a significant impact on the Company’s consolidated financial statements. See Note 1 to the consolidated financial statements for additional information.
 
In March 2008, the FASB issued new guidance which amends and expands the disclosure requirements relative to derivative instruments to provide an enhanced understanding of why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how they affect an entity’s financial position, financial performance and cash flows. The new guidance was effective for the first quarter of 2009. The adoption of this new guidance did not impact the Company’s consolidated financial statements other than expanded footnote disclosures related to derivative instruments and related hedged items. See Note 10 to the consolidated financial statements for additional information.
 
In April 2008, the FASB issued new guidance which amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets. The intent of the new guidance is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. The new guidance was effective for the first quarter of 2009. The Company does not expect


32


Table of Contents

this new guidance to have a material impact on the accounting for future acquisitions or renewals of intangible assets, but the potential impact is dependent upon the acquisitions or renewals of intangible assets in the future.
 
In September 2008, the FASB issued new guidance which requires a seller of credit derivatives to provide certain disclosures for each credit derivative (or group of similar credit derivatives). The new guidance also requires guarantors to disclose “the current status of payment/performance risk of guarantees” and clarifies the effective date of the new guidance relative to derivative instruments discussed above. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.
 
In April 2009, the FASB issued new guidance on (1) estimating the fair value of an asset or liability when the volume and level of activity for the asset or liability have significantly decreased and (2) identifying transactions that are not orderly. The new guidance was effective for interim and annual periods ending after June 15, 2009. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.
 
In April 2009, the FASB issued new guidance which amends the other-than-temporary impairment guidance for debt securities to make the other-than-temporary impairment guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities. The new guidance was effective for interim and annual periods ending after June 15, 2009. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.
 
In April 2009, the FASB issued new guidance which requires disclosures about the fair value of financial instruments in interim reporting periods of publicly traded companies as well as in annual financial statements. The new guidance was effective for interim periods ending after June 15, 2009. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.
 
In May 2009, the FASB issued new guidance relative to subsequent events which does not result in significant changes in the subsequent events that an entity reports in its financial statements. The new guidance requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The new guidance was effective for the Company in the second quarter of 2009. In February 2010, the FASB amended the guidance on subsequent events to remove the requirement to disclose the date through which the entity has evaluated subsequent events. The adoption of this new guidance did not have a significant impact on the Company’s consolidated financial statements.
 
In June 2009, the FASB issued guidance which established the FASB Accounting Standards Codificationtm (“Codification”). The Codification became the source of authoritative United States GAAP recognized by the FASB to be applied by nongovernmental entities. The Codification did not change GAAP and was effective for interim and annual periods ending after September 15, 2009. Pursuant to the provision of the Codification, the Company updated references to GAAP in the Company’s consolidated financial statements. The Codification did not change GAAP and therefore did not impact the Company’s consolidated financial statements other than the change in references.
 
In December 2008, the FASB issued new guidance which requires enhanced disclosures about plan assets of a company’s defined benefit pension and other postretirement plans. The enhanced disclosures are intended to provide users of financial statements with a greater understanding of (1) employers’ investment strategies; (2) major categories of plan assets; (3) the inputs and valuation techniques used to measure the fair value of plan assets; (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (5) concentration of risk within plan assets. The new guidance is effective for fiscal years ending after December 15, 2009. The adoption of this new guidance did not impact the Company’s consolidated financial statements other than expanded footnote disclosures related to the Company’s pension plan assets. See Note 17 to the consolidated financial statements for additional information.
 
In August 2009, FASB issued new guidance on measuring the fair value of liabilities. The new guidance clarifies that the quoted price for the identical liability, when traded as an asset in an active market, is a Level 1 measurement for that liability when no adjustment to the quoted price is required. The new guidance also gives guidance on valuation techniques in the absence of a Level 1 measurement. The new guidance is effective for the


33


Table of Contents

Company in the fourth quarter of 2009. The adoption of this new guidance did not have a significant impact on the Company’s consolidated financial statements.
 
 
In June 2009, the FASB issued new guidance which eliminates the exceptions for qualifying special-purpose entities from consolidation guidance and the exception that permitted sale accounting for certain mortgage securitization when a transferor has not surrendered control over the transferred financial assets. The new guidance is effective for annual reporting periods that begin after November 15, 2009. The Company does not expect this new guidance to have a material impact on the Company’s consolidated financial statements.
 
In June 2009, the FASB issued new guidance which replaces the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity (“VIE”) with an approach focused on identifying which enterprise has the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity. The new guidance is effective for annual reporting periods that begin after November 15, 2009. The Company does not expect this new guidance to have a material impact on the Company’s consolidated financial statements.
 
In January 2010, the FASB issued new guidance that clarifies the decrease-in-ownership of subsidiaries provisions of GAAP. The new guidance clarifies to which subsidiaries the decrease-in-ownership provision of Accounting Standards Codification 810-10 apply. The new guidance is effective for the Company in the first quarter of 2010. The Company does not expect this new guidance to have a material impact on the Company’s consolidated financial statements.
 
In January 2010, the FASB issued new guidance related to the disclosures about transfers into and out of Levels 1 and 2 fair value classifications and separate disclosures about purchases, sales, issuances and settlements relating to the Level 3 fair value classification. The new guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure the fair value. In addition, the new guidance amends guidance on employers’ disclosures about postretirement benefit plan assets to require that disclosures be provided by classes of assets instead of by major categories of assets. The new guidance is effective to the Company in the first quarter of 2010 except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which is effective for the Company in the first quarter of 2011. The Company does not expect this new guidance to have a material impact on the Company’s consolidated financial statements.


34


Table of Contents

Results of Operations
 
2009 Compared to 2008
 
The comparison of operating results for 2009 to the operating results for 2008 are affected by the impact of one additional selling week in 2009 due to the Company’s fiscal year ending on the Sunday closest to December 31st. The estimated net sales, gross margin and S,D&A expenses for the additional selling week in 2009 of approximately $18 million, $6 million and $4 million, respectively, are included in reported results for 2009.
 
A summary of key information concerning the Company’s financial results for 2009 and 2008 follows:
 
                                 
    Fiscal Year        
In thousands (except per share data)
  2009   2008   Change   % Change
 
Net sales
  $ 1,442,986     $ 1,463,615     $ (20,629 )     (1.4 )
Gross margin
    619,994 (1)     615,206       4,788       0.8  
S,D&A expenses
    525,491 (2)     555,728 (4)     (30,237 )     (5.4 )
Interest expense, net
    37,379       39,601       (2,222 )     (5.6 )
Income before taxes
    57,124       19,877       37,247       187.4  
Income tax provision
    16,581 (3)     8,394       8,187       97.5  
Net income
    40,543 (1)(2)(3)     11,483 (4)     29,060       NM  
Net income attributable to the noncontrolling interest
    2,407       2,392       15       0.6  
Net income attributable to Coca-Cola
                               
Bottling Co. Consolidated
    38,136 (1)(2)(3)     9,091 (4)     29,045       NM  
Basic net income per share:
                               
Common Stock
  $ 4.16     $ .99     $ 3.17       NM  
Class B Common Stock
  $ 4.16     $ .99     $ 3.17       NM  
Diluted net income per share:
                               
Common Stock
  $ 4.15     $ .99     $ 3.16       NM  
Class B Common Stock
  $ 4.13     $ .99     $ 3.14       NM  
 
(1) Results in 2009 included a credit of $10.8 million (pre-tax) or $6.6 million after tax, related to the Company’s aluminum hedging program, which was reflected as a reduction in cost of sales.
 
(2) Results in 2009 included a credit of $2.4 million (pre-tax), or $1.5 million after tax, related to the Company’s fuel hedging program, which was reflected as a reduction in S,D&A expenses.
 
(3) Results in 2009 included a credit of $1.7 million related to the Company’s agreement with a state tax authority to settle certain prior tax positions, which was reflected as a reduction to the income tax provision and a credit of $5.4 million related to the reduction of the Company’s liability for uncertain tax positions mainly due to the lapse of applicable statutes of limitations, which was reflected as a reduction to the income tax provisions.
 
(4) Results in 2008 included restructuring costs of $4.6 million (pre-tax), or $2.4 million after tax, related to the Company’s plan to reorganize the structure of its operating units and support services and resulted in the elimination of approximately 350 positions, which were reflected in S,D&A expenses; a charge of $14.0 million (pre-tax), or $7.3 million after tax, to freeze the Company’s liability to the Central States pension plan and to settle a strike by employees covered by this plan, while preserving the pension benefits previously earned by these employees, which was reflected in S,D&A expenses; and a charge of $2.0 million (pre-tax), or $1.0 million after tax, related to the Company’s 2009 fuel hedging program, which was reflected in S,D&A expenses.


35


Table of Contents

 
 
Net sales decreased $20.6 million, or 1.4%, to $1.44 billion in 2009 compared to $1.46 billion in 2008. The decrease in net sales was a result of the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ (40.5 )   3.4% decrease in bottle/can volume primarily due to a volume decrease in all product categories except energy products
  14.7     1.0% increase in bottle/can sales price per unit primarily due to higher per unit prices in all product categories except enhanced water products
  4.6     6.7% increase in post-mix sales price per unit
  4.5     3.6% increase in sales price per unit for sales to other Coca-Cola bottlers primarily due to higher per unit prices in all product categories
  (4.3 )   6.0% decrease in post-mix volume
  (2.0 )   1.6% decrease in sales volume to other Coca-Cola bottlers primarily due to a decrease in sparkling beverages
  2.4     Other
         
$ (20.6 )   Total decrease in net sales
         
 
In 2009, the Company’s bottle/can sales to retail customers accounted for 84.1% of the Company’s total net sales. Bottle/can net pricing is based on the invoice price charged to customers reduced by promotional allowances. Bottle/can net pricing per unit is impacted by the price charged per package, the volume generated in each package and the channels in which those packages are sold. The increase in the Company’s bottle/can net price per unit in 2009 compared to 2008 was primarily due to sales price increases in all product categories, except enhanced water products, and increases in sales volume of energy products which have a higher sales price per unit, partially offset by decreases in sales of higher price packages (primarily in the convenience store and cold drink channels) and a lower sales price per unit for bottled water.
 
Product category sales volume in 2009 and 2008 as a percentage of total bottle/can sales volume and the percentage change by product category were as follows:
 
                         
    Bottle/Can Sales Volume     Bottle/Can Sales Volume
 
Product Category
  2009     2008     % Increase (Decrease)  
 
Sparkling beverages (including energy products)
    86.1 %     84.6 %     (1.7 )
Still beverages
    13.9 %     15.4 %     (12.4 )
                         
Total bottle/can volume
    100.0 %     100.0 %     (3.4 )
                         
 
The Company’s products are sold and distributed through various channels. These channels include selling directly to retail stores and other outlets such as food markets, institutional accounts and vending machine outlets. During 2009, approximately 69% of the Company’s bottle/can volume was sold for future consumption. The remaining bottle/can volume of approximately 31% was sold for immediate consumption. The Company’s largest customer, Wal-Mart Stores, Inc., accounted for approximately 19% of the Company’s total bottle/can volume during 2009. The Company’s second largest customer, Food Lion, LLC, accounted for approximately 11% of the Company’s total bottle/can volume in 2009. All of the Company’s beverage sales are to customers in the United States.
 
The Company recorded delivery fees in net sales of $7.8 million in 2009 and $6.7 million in 2008. These fees are used to offset a portion of the Company’s delivery and handling costs.


36


Table of Contents

 
Cost of sales includes the following: raw material costs, manufacturing labor, manufacturing overhead including depreciation expense, manufacturing warehousing costs and shipping and handling costs related to the movement of finished goods from manufacturing locations to sales distribution centers.
 
Cost of sales decreased 3.0%, or $25.4 million, to $823.0 million in 2009 compared to $848.4 million in 2008.
 
The decrease in cost of sales was principally attributable to the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ (23.4 )   3.4% decrease in bottle/can volume primarily due to a volume decrease in all product categories except energy products
  12.4     Increase in raw material costs such as concentrate and high fructose corn syrup, partially offset by a decrease in purchased products
  (10.8 )   Decrease in cost due to the Company’s aluminum hedging program
  (2.9 )   6.0% decrease in post-mix volume
  2.6     Increase in equity investment in a plastic bottle cooperative in 2008
  (1.9 )   1.6% decrease in sales volume to other Coca-Cola bottlers primarily due to a decrease in sparkling beverages
  (2.8 )   Increase in marketing funding support received primarily from The Coca-Cola Company
  1.4     Other
         
$ (25.4 )   Total decrease in cost of sales
         
 
The Company recorded an increase in its equity investment in a plastic bottle cooperative in the second quarter of 2008 which resulted in a pre-tax credit of $2.6 million. This increase was made based on information received from the cooperative during the quarter and reflected a higher share of the cooperative’s retained earnings compared to the amount previously recorded by the Company. The Company classifies its equity in earnings of the cooperative in cost of sales consistent with the classification of purchases from the cooperative.
 
The Company entered into an agreement with The Coca-Cola Company to test an incidence pricing model for 2008 for all sparkling beverage products for which the Company purchases concentrate from The Coca-Cola Company. For 2009, the Company continued to utilize the incidence pricing model and did not purchase concentrates at standard concentrate prices as was the practice in prior years. The Company will continue to utilize the incidence pricing model in 2010 under the same terms as 2009 and 2008.
 
The Company relies extensively on advertising and sales promotion in the marketing of its products. The Coca-Cola Company and other beverage companies that supply concentrates, syrups and finished products to the Company make substantial marketing and advertising expenditures to promote sales in the local territories served by the Company. The Company also benefits from national advertising programs conducted by The Coca-Cola Company and other beverage companies. Certain of the marketing expenditures by The Coca-Cola Company and other beverage companies are made pursuant to annual arrangements. Although The Coca-Cola Company has advised the Company that it intends to continue to provide marketing funding support, it is not obligated to do so under the Company’s Beverage Agreements. Significant decreases in marketing funding support from The Coca-Cola Company or other beverage companies could adversely impact operating results of the Company in the future.
 
Total marketing funding support from The Coca-Cola Company and other beverage companies, which includes direct payments to the Company and payments to customers for marketing programs, was $54.6 million in 2009 compared to $51.8 million in 2008.
 
 
Gross margin dollars increased .8%, or $4.8 million, to $620.0 million in 2009 compared to $615.2 million in 2008. Gross margin as a percentage of net sales increased to 43.0% in 2009 from 42.0% in 2008.


37


Table of Contents

The increase in gross margin was primarily the result of the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ (17.1 )   3.4% decrease in bottle/can volume primarily due to a volume decrease in all product categories except energy products
  14.7     1.0% increase in bottle/can sales price per unit primarily due to higher per unit prices in all product categories except enhanced water products
  (12.4 )   Increase in raw material costs such as concentrate and high fructose corn syrup, partially offset by a decrease in purchased products
  10.8     Increase in gross margin due to the Company’s aluminum hedging program
  4.6     6.7% increase in post-mix sales price per unit
  4.5     3.6% increase in sales price per unit for sales to other Coca-Cola bottlers primarily due to higher per unit prices in all product categories
  (2.6 )   Increase in equity investment in a plastic bottle cooperative in 2008
  2.8     Increase in marketing funding support received primarily from The Coca-Cola Company
  (1.4 )   6.0% decrease in post-mix volume
  0.9     Other
         
$ 4.8     Total increase in gross margin
         
 
The increase in gross margin percentage was primarily due to higher sales prices per unit and a decrease in cost of sales due to the Company’s aluminum hedging program partially offset by higher raw material costs.
 
 
S,D&A expenses include the following: sales management labor costs, distribution costs from sales distribution centers to customer locations, sales distribution center warehouse costs, depreciation expense related to sales centers, delivery vehicles and cold drink equipment, point-of-sale expenses, advertising expenses, cold drink equipment repair costs, amortization of intangibles and administrative support labor and operating costs such as treasury, legal, information services, accounting, internal control services, human resources and executive management costs.
 
S,D&A expenses decreased by $30.2 million, or 5.4%, to $525.5 million in 2009 from $555.7 million in 2008.


38


Table of Contents

The decrease in S,D&A expenses was primarily due to the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ (14.3 )   Decrease in fuel and other energy costs related to the movement of finished goods from sales distribution centers to customer locations
  (14.0 )   Charge in 2008 to freeze the Company’s liability to a multi-employer pension plan and settle a strike by employees covered by this plan
  12.4     Increase in employee benefit costs primarily due to higher pension plan costs
  (8.8 )   Decrease in employee salaries 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
  (8.0 )   Decrease in depreciation expense due to the change in the useful lives of certain cold drink dispensing equipment and lower levels of capital spending
  (4.6 )   Decrease in restructuring costs
  4.2     Increase in bonuses and incentive expense accrual due to the Company’s financial performance
  1.3     Increase in bad debt expense
  (1.1 )   Decrease in property and casualty insurance
  2.7     Other
         
$ (30.2 )   Total decrease in S,D&A expenses
         
 
Shipping and handling costs related to the movement of finished goods from manufacturing locations to sales distribution centers are included in cost of sales. Shipping and handling costs related to the movement of finished goods from sales distribution centers to customer locations are included in S,D&A expenses and totaled $188.9 million and $201.6 million in 2009 and 2008, respectively.
 
On July 15, 2008, the Company initiated a plan to reorganize the structure of its operating units and support services, which resulted in the elimination of approximately 350 positions, or approximately 5% of its workforce. As a result of this plan, the Company incurred $4.6 million in restructuring expenses in 2008 for one-time termination benefits. The plan was completed in 2008 and the majority of cash expenditures occurred in 2008.
 
The Company entered into a new agreement with a collective bargaining unit in the third quarter of 2008. The collective bargaining unit represents approximately 270 employees, or approximately 4% of the Company’s total workforce. The new agreement allows the Company to freeze its liability to Central States, a multi-employer pension fund, while preserving the pension benefits previously earned by the employees. As a result of the new agreement, the Company recorded a charge of $13.6 million in 2008. The Company paid $3.0 million in 2008 to the Southern States Savings and Retirement Plan (“Southern States”) under this agreement. The remaining $10.6 million is the present value amount, using a discount rate of 7%, which will be paid under the agreement and has been recorded in other liabilities. The Company will pay approximately $1 million annually over the next 20 years to Central States. The Company will also make future contributions on behalf of these employees to the Southern States, a multi-employer defined contribution plan. In addition, the Company incurred approximately $.4 million in expense to settle a strike by union employees covered by this plan.
 
Primarily due to the performance of the Company’s pension plan investments during 2008, the Company’s expense related to the two Company-sponsored pension plans increased from a $2.3 million credit in 2008 to an expense of $11.2 million in 2009.
 
The Company suspended matching contributions to its 401(k) Savings Plan effective April 1, 2009. The Company maintained the option to match its employees’ 401(k) Savings Plan contributions based on the financial results for 2009. In the third quarter of 2009, the Company decided to match the first 5% of its employees’ contributions for the period of April 1, 2009 through August 31, 2009. In the fourth quarter of 2009, the Company paid $3.6 million to the 401(k) Savings Plan for the five month period. In the fourth quarter of 2009, the Company


39


Table of Contents

decided to match the first 5% of its employees’ contributions from September 1, 2009 to the end of the fiscal year. The Company accrued $2.9 million in the fourth quarter for this payment.
 
 
Interest expense, net decreased 5.6%, or $2.2 million in 2009 compared to 2008. The decrease in interest expense, net in 2009 was primarily due to lower levels of borrowing. The Company’s overall weighted average interest rate increased to 5.8% during 2009 from 5.7% in 2008. See the “Liquidity and Capital Resources — Hedging Activities — Interest Rate Hedging” section of M,D&A for additional information.
 
 
The Company’s effective income tax rate for 2009 was 30.3% compared to 48.0% in 2008. The lower effective income tax rate for 2009 resulted primarily from a decrease in the Company’s reserve for uncertain tax positions. See Note 14 of the consolidated financial statements for additional information.
 
The Company’s income tax assets and liabilities are subject to adjustment in future periods based on the Company’s ongoing evaluations of such assets and liabilities and new information that becomes available to the Company.
 
Noncontrolling Interest
 
The Company recorded net income attributable to the noncontrolling interest of $2.4 million in both 2009 and 2008 related to the portion of Piedmont owned by The Coca-Cola Company.
 
 
A summary of key information concerning the Company’s financial results for 2008 and 2007 follows:
 
                                 
    Fiscal Year        
In thousands (except per share data)
  2008   2007   Change   % Change
 
Net sales
  $ 1,463,615     $ 1,435,999     $ 27,616       1.9  
Gross margin
    615,206       621,134       (5,928 )     (1.0 )
S,D&A expenses
    555,728 (1)     539,251 (2)     16,477       3.1  
Interest expense, net
    39,601       47,641       (8,040 )     (16.9 )
Income before taxes
    19,877 (1)     34,242 (2)     (14,365 )     (42.0 )
Income tax provision
    8,394       12,383       (3,989 )     (32.2 )
Net income
    11,483 (1)     21,859 (2)     (10,376 )     (47.5 )
Net income attributable to the noncontrolling interest
    2,392       2,003       389       19.4  
Net income attributable to Coca-Cola Bottling Co. Consolidated
    9,091 (1)     19,856 (2)     (10,765 )     (54.2 )
Basic net income per share:
                               
Common Stock
  $ .99     $ 2.18     $ (1.19 )     (54.6 )
Class B Common Stock
  $ .99     $ 2.18     $ (1.19 )     (54.6 )
Diluted net income per share:
                               
Common Stock
  $ .99     $ 2.17     $ (1.18 )     (54.4 )
Class B Common Stock
  $ .99     $ 2.17     $ (1.18 )     (54.4 )
 
(1) Results in 2008 included restructuring costs of $4.6 million (pre-tax), or $2.4 million after tax, related to the Company’s plan to reorganize the structure of its operating units and support services and resulted in the elimination of approximately 350 positions, which were reflected in S,D&A expenses; a charge of $14.0 million (pre-tax), or $7.3 million after tax, to freeze the Company’s liability to the Central States pension plan and to settle a strike by employees covered by this plan, while preserving the pension benefits previously earned by these employees, which was reflected in S,D&A expenses; and a charge of $2.0 million (pre-tax), or $1.0 million after tax, related to the Company’s 2009 fuel hedging program, which was reflected in S,D&A expenses.


40


Table of Contents

 
(2) Results for 2007 included restructuring costs of $2.8 million (pre-tax), or $1.7 million after tax, related to the simplification of the Company’s operating management structure to improve operating efficiencies across its business, which were reflected in S,D&A expenses.
 
 
Net sales increased $27.6 million, or 1.9%, to $1.46 billion in 2008 compared to $1.44 billion in 2007. The increase in net sales was a result of the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ 26.3     3.2% increase in bottle/can sales price per unit (in response to increases in product costs) primarily due to increased sales of enhanced water, which have higher per unit prices, and higher per unit prices of sparkling products other than energy products, offset by decreases in sales of higher price packages in higher margin channels (primarily convenience) and lower sales price per unit for bottled water
  3.3     4.8% increase in post-mix sales price per unit (in response to increases in product costs)
  3.0     .6% decrease in bottle/can volume primarily due to a decrease in sparkling products other than energy products and bottled water volume offset by an increase in enhanced water volume (higher per unit prices of enhanced products resulted in increased sales despite volume decrease)
  2.6     2.0% increase in sales volume to other Coca-Cola bottlers primarily due to an increase in sparkling products (excluding energy) offset by decreases in tea products volume
  (8.1 )   10.4% decrease in post-mix volume
  (1.4 )   1.1% decrease in sales price per unit for sales to other Coca-Cola bottlers primarily due to a decrease in energy drink volume as a percentage of total volume (energy drinks have a higher sales price per unit)
  1.9     Other
         
$ 27.6     Total increase in net sales
         
 
In 2008, the Company’s bottle/can sales to retail customers accounted for 85% of the Company’s total net sales. The increase in the Company’s bottle/can net price per unit in 2008 compared to 2007 was primarily due to sales price increases in all product categories, except water and energy, and increases in sales volume of enhanced water which has a higher sales price per unit, partially offset by decreases in sales of higher price packages (primarily in the convenience store channel) and a lower sales price per unit for bottled water.
 
Product category sales volume in 2008 and 2007 as a percentage of total bottle/can sales volume and the percentage change by product category were as follows:
 
                         
    Bottle/Can Sales Volume     Bottle/Can Sales Volume
 
Product Category
  2008     2007     % Increase (Decrease)  
 
Sparkling beverages (including energy products)
    84.6 %     85.1 %     (1.3 )
Still beverages
    15.4 %     14.9 %     2.3  
                         
Total bottle/can volume
    100.0 %     100.0 %     (0.6 )
                         
 
The Company’s products are sold and distributed through various channels. These channels include selling directly to retail stores and other outlets such as food markets, institutional accounts and vending machine outlets. During 2008, approximately 68% of the Company’s bottle/can volume was sold for future consumption. The remaining bottle/can volume of approximately 32% was sold for immediate consumption. The Company’s largest customer, Wal-Mart Stores, Inc., accounted for approximately 19% of the Company’s total bottle/can volume during 2008. The Company’s second largest customer, Food Lion, LLC, accounted for approximately 12% of the Company’s total bottle/can volume in 2008. All of the Company’s beverage sales are to customers in the United States.


41


Table of Contents

The Company recorded delivery fees in net sales of $6.7 million in both 2008 and 2007. These fees are used to offset a portion of the Company’s delivery and handling costs.
 
 
Cost of sales increased 4.1%, or $33.5 million, to $848.4 million in 2008 compared to $814.9 million in 2007.
 
The increase in cost of sales was principally attributable to the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ 38.2     Increase in costs primarily due to an increase in purchased products and an increase in raw material costs such as high fructose corn syrup and plastic bottles
  6.6     .6% decrease in bottle/can volume primarily due to a decrease in sparkling products other than energy products and bottled water volume offset by an increase in enhanced water volume (higher per unit costs of enhanced products resulted in increased costs despite volume decrease)
  2.5     2.0% increase in sales volume to other Coca-Cola bottlers primarily due to an increase in sparkling products (excluding energy) offset by decreases in tea products volume
  (5.5 )   10.4% decrease in post-mix volume
  (4.6 )   Increase in marketing funding support received primarily from The Coca-Cola Company
  (2.6 )   Increase in equity investment in a plastic bottle cooperative
  (1.8 )   Decrease in cost per unit for sales to other Coca-Cola bottlers primarily due to a decrease in energy drink volume as a percentage of total volume (energy drinks have a higher cost per unit)
  0.7     Other
         
$ 33.5     Total increase in cost of sales
         
 
The Company recorded an increase in its equity investment in a plastic bottle cooperative in the second quarter of 2008 which resulted in a pre-tax credit of $2.6 million. This increase was made based on information received from the cooperative during the quarter and reflected a higher share of the cooperative’s retained earnings compared to the amount previously recorded by the Company. The Company classifies its equity in earnings of the cooperative in cost of sales consistent with the classification of purchases from the cooperative.
 
Total marketing funding support from The Coca-Cola Company and other beverage companies, which includes direct payments to the Company and payments to customers for marketing programs, was $51.8 million in 2008 compared to $47.2 million in 2007.
 
 
Gross margin dollars decreased 1.0%, or $5.9 million, to $615.2 million in 2008 compared to $621.1 million in 2007. Gross margin as a percentage of net sales decreased to 42.0% in 2008 from 43.3% in 2007.


42


Table of Contents

The decrease in gross margin was primarily the result of the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ (38.2 )   Increase in costs primarily due to an increase in purchased products and an increase in raw material costs such as high fructose corn syrup and plastic bottles
  26.3     3.2% increase in bottle/can sales price per unit (in response to increases in product costs) primarily due to increased sales of enhanced water, which have higher per unit prices, and higher per unit prices of sparkling products other than energy products, offset by decreases in sales of higher price packages in higher margin channels (primarily convenience) and a lower sales price per unit for bottled water
  4.6     Increase in marketing funding support received primarily from The Coca-Cola Company
  (3.6 )   .6% decrease in bottle/can volume primarily due to a decrease in sparkling products other than energy products and bottled water volume offset by an increase in enhanced water volume
  3.3     4.8% increase in post-mix sales price per unit (in response to increases in product costs)
  (1.4 )   1.1% decrease in sales price per unit for sales to other Coca-Cola bottlers primarily due to a decrease in energy drink volume as a percentage of total volume (energy drinks have a higher sales price per unit)
  (2.6 )   10.4% decrease in post-mix volume
  2.6     Increase in equity investment in a plastic bottle cooperative
  3.1     Other
         
$ (5.9 )   Total decrease in gross margin
         
 
The decrease in gross margin percentage was primarily due to increased raw material costs, increased sales of purchased products, a lower percentage of sales of higher margin packages and a lower sales price per unit for bottled water, partially offset by higher sales prices per unit for other products, increased marketing funding support and the increase in the equity investment in a plastic bottle cooperative.
 
 
S,D&A expenses increased by $16.5 million, or 3.1%, to $555.7 million in 2008 from $539.3 million in 2007.
 
The increase in S,D&A expenses was primarily due to the following:
 
         
Amount
   
Attributable to:
(In millions)      
 
$ 14.0     Charge to freeze the Company’s liability to a multi-employer pension plan and settle a strike by employees covered by this plan
  7.9     Increase in fuel and other energy costs related to the movement of finished goods from sales distribution centers to customer locations
  (3.2 )   Decrease in employee benefit costs primarily due to lower pension plan costs and health insurance costs offset by increases in the Company’s 401(k) Savings Plan contributions
  3.1     Increase in property and casualty insurance costs
  (2.6 )   Decrease in marketing costs
  1.9     Increase in restructuring costs
  (1.7 )   Decrease in depreciation costs due to decreased capital expenditures
  (2.9 )   Other
         
$ 16.5     Total increase in S,D&A expenses
         
 
Shipping and handling costs related to the movement of finished goods from manufacturing locations to sales distribution centers are included in cost of sales. Shipping and handling costs related to the movement of finished


43


Table of Contents

goods from sales distribution centers to customer locations are included in S,D&A expenses and totaled $201.6 million and $194.9 million in 2008 and 2007, respectively.
 
The net impact of the fuel hedges was to increase fuel costs by $.8 million in 2008 and decrease fuel costs by $.9 million in 2007. Included in the 2008 increase was a $2.0 million charge for a mark-to-market adjustment related to fuel hedging contracts for 2009 diesel fuel purchases.
 
On February 2, 2007, the Company initiated plans to simplify its management structure and reduce its workforce in order to improve operating efficiencies across the Company’s business. The restructuring expenses consisted primarily of one-time termination benefits and other associated costs, primarily relocation expenses for certain employees. The Company incurred $2.8 million in restructuring expenses in 2007.
 
On July 15, 2008, the Company initiated a plan to reorganize the structure of its operating units and support services, which resulted in the elimination of approximately 350 positions, or approximately 5% of its workforce. As a result of this plan, the Company incurred $4.6 million in restructuring expenses in 2008 for one-time termination benefits. The plan was completed in 2008 and the majority of cash expenditures occurred in 2008.
 
The Company entered into a new agreement with a collective bargaining unit in the third quarter of 2008. The collective bargaining unit represents approximately 270 employees, or approximately 4% of the Company’s total workforce. The new agreement allows the Company to freeze its liability to Central States, a multi-employer pension fund, while preserving the pension benefits previously earned by the employees. As a result of the new agreement, the Company recorded a charge of $13.6 million in 2008. The Company paid $3.0 million in 2008 to the Southern States Savings and Retirement Plan (“Southern States”) under this agreement. The remaining $10.6 million is the present value amount, using a discount rate of 7% that will be paid under the agreement and has been recorded in other liabilities. The Company will pay approximately $1 million annually over the next 20 years to Central States. The Company will also make future contributions on behalf of these employees to the Southern States, a multi-employer defined contribution plan. In addition, the Company incurred approximately $.4 million in expense to settle a strike by union employees covered by this plan.
 
 
Interest expense, net decreased 16.9%, or $8.0 million in 2008 compared to 2007. The decrease in interest expense, net in 2008 was primarily due to lower interest rates and lower levels of borrowing offset by a $2.6 million decrease in interest earned on short-term investments. The Company’s overall weighted average interest rate decreased to 5.7% during 2008 from 6.7% in 2007. See the “Liquidity and Capital Resources — Hedging Activities — Interest Rate Hedging” section of M,D&A for additional information.
 
 
The Company’s effective income tax rate for 2008 was 48.0% compared to 38.4% in 2007. The higher effective income tax rate for 2008 resulted primarily from an increase in the Company’s reserve for uncertain tax positions. See Note 14 of the consolidated financial statements for additional information.
 
Noncontrolling Interest
 
The Company recorded net income attributable to the noncontrolling interest of $2.4 million in 2008 compared to $2.0 million in 2007 related to the portion of Piedmont owned by The Coca-Cola Company. The increased amount in 2008 was due to higher net income at Piedmont.
 
Financial Condition
 
Total assets decreased to $1.28 billion at January 3, 2010 from $1.32 billion at December 28, 2008 primarily due to decreases in cash and cash equivalents, property, plant and equipment, net and capital lease, net offset by an increase in other assets. Property, plant and equipment, net decreased primarily due to lower levels of capital spending over the past several years. Leased property under capital leases, net decreased primarily due to the termination of one lease and the modification of a second lease. Other assets increased primarily due to unamortized cost and mark-to-market adjustments related to the Company’s hedging programs.


44


Table of Contents

Net working capital, defined as current assets less current liabilities, increased by $166.0 million to $68.3 million at January 3, 2010 from a negative $97.8 million at December 28, 2008.
 
Significant changes in net working capital from December 28, 2008 to January 3, 2010 were as follows:
 
  •  A decrease in current portion of long-term debt of $176.7 million primarily due to the payment of $119.3 million of debentures on May 1, 2009 and the payment of $57.4 million of debentures on July 1, 2009. In April 2009, the Company issued $110.0 million of unsecured 7% Senior Notes due 2019 and used the proceeds for the May 2009 maturity. In addition, $55.0 million in borrowings on the Company’s $200 million revolving credit facility (“$200 million facility”) which is not due until March 2012 were used for the July 2009 maturity. The $200 million facility has been paid down to $15 million as of January 3, 2010.
 
  •  An increase in other accrued liabilities of $4.5 million primarily due to an increase in employee benefit plan accruals.
 
  •  A decrease in accounts payable, trade of $5.6 million primarily due to the timing of payments.
 
  •  An increase in accounts receivable from and a decrease in accounts payable to The Coca-Cola Company of $.7 million and $7.4 million, respectively, primarily due to the timing of payments.
 
  •  A decrease in cash and cash equivalents of $27.6 million primarily due to the net reduction of debt of $53.5 million.
 
  •  An increase in prepaid expenses and other current assets of $13.9 million primarily due to transactions related to the Company’s hedging programs.
 
Debt and capital lease obligations were $601.0 million as of January 3, 2010 compared to $669.1 million as of December 28, 2008. Debt and capital lease obligations as of January 3, 2010 and December 28, 2008 included $63.1 million and $77.6 million, respectively, of capital lease obligations related primarily to Company facilities.
 
The Company increased its pension liability by $73.1 million with a corresponding increase in other comprehensive loss, net of tax, in 2008 primarily as a result of the decrease in the value of the pension plan assets during 2008. Contributions to the Company’s pension plans were $10.1 million and $.2 million in 2009 and 2008, respectively. The Company anticipates that contributions to the principal Company-sponsored pension plan in 2010 will be in the range of $5 million to $7 million.
 
Liquidity and Capital Resources
 
 
The Company’s sources of capital include cash flows from operations, available credit facilities and the issuance of debt and equity securities. Management believes the Company has sufficient financial resources available to finance its business plan, meet its working capital requirements and maintain an appropriate level of capital spending. The amount and frequency of future dividends will be determined by the Company’s Board of Directors in light of the earnings and financial condition of the Company at such time, and no assurance can be given that dividends will be declared or paid in the future.
 
As of January 3, 2010, the Company had $185 million available under its $200 million facility to meet its cash requirements. The $200 million facility contains two financial covenants: a fixed charges coverage ratio and a debt to operating cash flow ratio, each as defined in the credit agreement. The fixed charges coverage ratio requires the Company to maintain a consolidated cash flow to fixed charges ratio of 1.5 to 1 or higher. The operating cash flow ratio requires the Company to maintain a debt to operating cash flow ratio of 6.0 to 1 or lower. The Company is currently in compliance with these covenants and has been throughout 2009.
 
In April 2009, the Company issued $110 million of unsecured 7% Senior Notes due 2019.


45


Table of Contents

The Company had debt maturities of $119.3 million in May 2009 and $57.4 million in July 2009. On May 1, 2009, the Company used the proceeds from the $110 million 7% Senior Notes due 2019 plus cash on hand to repay the debt maturity of $119.3 million. The Company used cash flow generated from operations and $55.0 million in borrowings under its $200 million facility to repay the $57.4 million debt maturity on July 1, 2009. The Company currently believes 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 has obtained the majority of its long-term financing, other than capital leases, from public markets. As of January 3, 2010, $537.9 million of the Company’s total outstanding balance of debt and capital lease obligations of $601.0 million was financed through the Company’s $200 million facility and publicly offered debt. The Company had capital lease obligations of $63.1 million as of January 3, 2010. There was $15.0 million outstanding on the $200 million facility as of January 3, 2010.
 
 
The primary sources of cash for the Company has been cash provided by operating activities, investing activities and financing activities. The primary uses of cash have been for capital expenditures, the payment of debt and capital lease obligations, dividend payments, income tax payments and pension payments.
 
A summary of cash activity for 2009 and 2008 follows:
 
                 
    Fiscal Year  
In millions
  2009     2008  
 
Cash sources
               
Cash provided by operating activities (excluding income tax and pension payments)
  $ 103.4     $ 103.8  
Proceeds from $200 million facility
    15.0        
Proceeds from issuance of debt
    108.1        
Proceeds from the termination of interest rate swap agreements
          5.1  
Proceeds from the sale of property, plant and equipment
    8.3       4.2  
                 
Total cash sources
  $ 234.8     $ 113.1  
                 
Cash uses
               
Capital expenditures
  $ 43.3     $ 47.9  
Investment in a plastic bottle manufacturing cooperative
          1.0  
Investment in restricted cash
    4.5        
Payment of lines of credit, net
          7.4  
Debt issuance costs
    1.0        
Pension payments
    10.1       0.2  
Investment in distribution agreement
          2.3  
Payment of capital lease obligations
    3.3       2.6  
Payment of current maturities on long-term debt
    176.7        
Income tax payments
    13.8       7.0  
Dividends
    9.2       9.1  
Other
    .5       .1  
                 
Total cash uses
  $ 262.4     $ 77.6  
                 
Increase (decrease) in cash
  $ (27.6 )   $ 35.5  
                 
 
Based on current projections, which include a number of assumptions such as the Company’s pre-tax earnings, the Company anticipates its cash requirements for income taxes will be between $20 million and $25 million in 2010.


46


Table of Contents

 
Additions to property, plant and equipment during 2009 were $55.0 million of which $11.6 million were accrued in accounts payable, trade as unpaid. This compared to $47.9 million in 2008. Capital expenditures during 2009 were funded with cash flows from operations. The Company anticipates that additions to property, plant and equipment in 2010 will be in the range of $50 million to $60 million. Leasing is used for certain capital additions when considered cost effective relative to other sources of capital. The Company currently leases its corporate headquarters, two production facilities and several sales distribution facilities and administrative facilities.
 
 
On March 8, 2007, the Company entered into a $200 million facility replacing its $100 million credit facility. The $200 million facility matures in March 2012 and includes an option to extend the term for an additional year at the discretion of the participating banks. The $200 million facility bears interest at a floating base rate or a floating rate of LIBOR plus an interest rate spread of .35%, dependent on the length of the term of the interest period. In addition, the Company must pay an annual facility fee of .10% of the lenders’ aggregate commitments under the facility. Both the interest rate spread and the facility fee are determined from a commonly-used pricing grid based on the Company’s long-term senior unsecured debt rating. The $200 million facility contains two financial covenants: a fixed charges coverage ratio and a debt to operating cash flow ratio, each as defined in the credit agreement. The fixed charges coverage ratio requires the Company to maintain a consolidated cash flow to fixed charges ratio of 1.5 to 1 or higher. The operating cash flow ratio requires the Company to maintain a debt to operating cash flow ratio of 6.0 to 1 or lower. On August 25, 2008, the Company entered into an amendment to the $200 million facility. The amendment clarified that charges incurred by the Company resulting from the Company’s withdrawal from Central States would be excluded from the calculations of the financial covenants to the extent they were incurred on or before March 31, 2009 and did not exceed $15 million. See Note 17 of the consolidated financial statements for additional details on the withdrawal from Central States. The Company is currently in compliance with these covenants as amended by the amendment to the $200 million facility. These covenants do not currently, and the Company does not anticipate they will restrict its liquidity or capital resources. On July 1, 2009 the Company borrowed $55 million under the $200 million facility and used the proceeds, along with $2.4 million of cash on hand, to repay at maturity the Company’s $57.4 million outstanding 7.2% Debentures due 2009. On January 3, 2010, the Company had $15.0 million outstanding under the $200 million facility. There were no amounts outstanding under the $200 million facility at December 28, 2008.
 
The Company borrowed periodically under an uncommitted line of credit provided by a bank participating in the $200 million facility. This uncommitted line of credit made available at the discretion of the participating bank was temporarily terminated in the fourth quarter of 2008. In January 2009, the participating bank reinstated its uncommitted line of credit for $65 million. This uncommitted line of credit was terminated on March 29, 2009.
 
In April 2009, the Company issued $110 million of 7% Senior Notes due 2019. The proceeds plus cash on hand were used on May 1, 2009 to repay at maturity the $119.3 million outstanding 6.375% Debentures due 2009.
 
On February 10, 2010, the Company entered into an agreement for an uncommitted line of credit. Under this agreement, the Company may borrow up to a total of $20 million for periods of 7 days, 30 days, 60 days or 90 days.
 
The Company filed a $300 million shelf registration for debt and equity securities in November 2008. The Company currently has $190 million available for use under this shelf registration which, subject to the Company’s ability to consummate a transaction on acceptable terms, could be used for long-term financing or refinancing of debt maturities.
 
All of the outstanding debt has been issued by the Company with none having been issued by any of the Company’s subsidiaries. There are no guarantees of the Company’s debt. The Company or its subsidiaries have entered into four capital leases.


47


Table of Contents

At January 3, 2010, the Company’s credit ratings were as follows:
 
         
    Long-Term Debt  
 
Standard & Poor’s
    BBB  
Moody’s
    Baa2  
 
The Company’s credit ratings are reviewed periodically by the respective rating agencies. Changes in the Company’s operating results or financial position could result in changes in the Company’s credit ratings. Lower credit ratings could result in higher borrowing costs for the Company or reduced access to capital markets, which could have a material impact on the Company’s financial position or results of operations. There were no changes in these credit ratings from the prior year and the credit ratings are currently stable.
 
The Company’s public debt is not subject to financial covenants but does limit the incurrence of certain liens and encumbrances as well as indebtedness by the Company’s subsidiaries in excess of certain amounts.
 
 
The Company is a member of two manufacturing cooperatives and has guaranteed $30.5 million of debt and related lease obligations for these entities as of January 3, 2010. In addition, the Company has an equity ownership in each of the entities. The members of both cooperatives consist solely of Coca-Cola bottlers. The Company does not anticipate either of these cooperatives will fail to fulfill their commitments. The Company further believes each of these cooperatives has sufficient assets, including production equipment, facilities and working capital, and the ability to adjust selling prices of their products to adequately mitigate the risk of material loss from the Company’s guarantees. As of January 3, 2010, the Company’s maximum exposure, if the entities borrowed up to their borrowing capacity, would have been $69.3 million including the Company’s equity interest. See Note 13 and Note 18 of the consolidated financial statements for additional information about these entities.
 
 
The following table summarizes the Company’s contractual obligations and commercial commitments as of January 3, 2010:
 
                                         
    Payments Due by Period  
                            2015 and
 
In thousands
  Total     2010     2011-2012     2013-2014     Thereafter  
 
Contractual obligations:
                                       
Total debt, net of interest
  $ 537,917     $     $ 165,000     $     $ 372,917  
Capital lease obligations, net of interest
    63,107       3,846       7,966       9,214       42,081  
Estimated interest on debt and capital lease obligations(1)
    204,266       33,010       65,000       49,270       56,986  
Purchase obligations(2)
    393,724       89,145       178,290       126,289        
Other long-term liabilities(3)
    110,529       7,390       14,643       13,301       75,195  
Operating leases
    19,542       3,578       5,101       3,123       7,740  
Long-term contractual arrangements(4)
    21,452       6,868       10,131       4,227       226  
Postretirement obligations
    44,811       2,524       5,446       5,871       30,970  
Purchase orders(5)
    31,019       31,019                    
                                         
Total contractual obligations
  $ 1,426,367     $ 177,380     $ 451,577     $ 211,295     $ 586,115  
                                         
 
(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.


48


Table of Contents

 
(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, athletic 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 performed.
 
The Company has $5.6 million of unrecognized income tax benefits including accrued interest as of January 3, 2010 (included in other long-term liabilities in the above table) of which $3.5 million would affect the Company’s effective tax rate if recognized. It is expected that the amount of unrecognized tax benefits may change in the next 12 months; however, the Company does not expect the change to have a significant impact on the consolidated financial statements. See Note 14 of the consolidated financial statements for additional information.
 
The Company is a member of Southeastern Container, a plastic bottle manufacturing cooperative, from which the Company is obligated to purchase at least 80% of its requirements of plastic bottles for certain designated territories. This obligation is not included in the Company’s table of contractual obligations and commercial commitments since there are no minimum purchase requirements.
 
As of January 3, 2010, the Company has $30.0 million of standby letters of credit, primarily related to its property and casualty insurance programs. See Note 13 of the consolidated financial statements for additional information related to commercial commitments, guarantees, legal and tax matters.
 
The Company contributed $10.1 million to one of its Company-sponsored pension plans in 2009. The Company anticipates that it will be required to make contributions to its two Company-sponsored pension plans in 2010. Based on information currently available, the Company estimates cash contributions in 2010 will be in the range of $5 million to $7 million. Postretirement medical care payments are expected to be approximately $2.5 million in 2010. See Note 17 to the consolidated financial statements for additional information related to pension and postretirement obligations.
 
Hedging Activities
 
 
The Company periodically uses interest rate hedging products to mitigate risk from interest rate fluctuations. The Company has historically altered its fixed/floating rate mix based upon anticipated cash flows from operations relative to the Company’s debt level and the potential impact of changes in interest rates on the Company’s overall financial condition. Sensitivity analyses are performed to review the impact on the Company’s financial position and coverage of various interest rate movements. The Company does not use derivative financial instruments for trading purposes nor does it use leveraged financial instruments.
 
In September 2008, the Company terminated six interest rate swap agreements with a notional amount of $225 million it had outstanding. The Company received $6.2 million in cash proceeds including $1.1 million for previously accrued interest receivable. After accounting for the previously accrued interest receivable, the Company will amortize a gain of $5.1 million over the remaining term of the underlying debt. The Company has no interest rate swap agreements outstanding as of January 3, 2010.
 
Interest expense was reduced by $2.1 million, $2.2 million and $1.7 million, respectively, due to amortization of the deferred gains on previously terminated interest rate swap agreements and forward interest rate agreements during 2009, 2008 and 2007, respectively. Interest expense will be reduced by the amortization of these deferred gains in 2010 through 2014 as follows: $1.2 million, $1.2 million, $1.1 million, $.5 million and $.6 million, respectively.
 
The Company uses several different financial institutions for interest rate derivative contracts and commodity derivative instruments, described below, to minimize the concentration of credit risk. The Company has master agreements with the counterparties to its derivative financial agreements that provide for net settlement of derivative transactions.


49


Table of Contents

The weighted average interest rate of the Company’s debt and capital lease obligations after taking into account all of the interest rate hedging activities was 5.6% as of January 3, 2010 compared to 5.9% as of December 28, 2008. The Company’s overall weighted average interest rate on its debt and capital lease obligations, increased to 5.8% in 2009 from 5.7% in 2008. Approximately 7.3% of the Company’s debt and capital lease obligations of $601.0 million as of January 3, 2010 was maintained on a floating rate basis and was subject to changes in short-term interest rates.
 
Assuming no changes in the Company’s capital structure, if market interest rates average 1% higher for the next twelve months than the interest rates as of January 3, 2010, interest expense for the next twelve months would increase by approximately $.4 million. This amount is determined by calculating the effect of a hypothetical interest rate increase of 1% on outstanding floating rate debt and capital lease obligations as of January 3, 2010. This calculated, hypothetical increase in interest expense for the following twelve months may be different from the actual increase in interest expense from a 1% increase in interest rates due to varying interest rate reset dates on the Company’s floating rate debt.
 
 
During the first quarter of 2007, the Company began using derivative instruments to hedge the majority of the Company’s vehicle fuel purchases. These derivative instruments related to diesel fuel and unleaded gasoline used in the Company’s delivery fleet. The Company used derivative instruments to hedge essentially all of the Company’s projected diesel fuel purchases for 2009 and 2010. These derivative instruments relate to diesel fuel used by the Company’s delivery fleet. The Company pays a fee for these instruments which is amortized over the corresponding period of the instrument. The Company accounts for its fuel hedges on a mark-to-market basis with any expense or income reflected as an adjustment of fuel costs.
 
In October 2008, the Company entered into derivative contracts to hedge essentially all of its projected diesel fuel purchases for 2009 establishing an upper and lower limit on the Company’s price of diesel fuel. During the fourth quarter of 2008, the Company recorded a pre-tax mark-to-market loss of $2.0 million related to these 2009 contracts.
 
In February 2009, the Company entered into derivative contracts to hedge essentially all of its projected diesel purchases for 2010 establishing an upper limit to the Company’s price of diesel fuel.
 
The net impact of the fuel hedges was to decrease fuel costs by $2.4 million in 2009, increase fuel costs by $.8 million in 2008 and decrease fuel costs by $.9 million in 2007.
 
Aluminum Hedging
 
At the end of the first quarter of 2009, the Company began using derivative instruments to hedge approximately 75% of the Company’s projected 2010 aluminum purchase requirements. The Company pays a fee for these instruments which is amortized over the corresponding period of the instruments. The Company accounts for its aluminum hedges on a mark-to-market basis with any expense or income being reflected as an adjustment to cost of sales.
 
During the second quarter of 2009, the Company entered into derivative agreements to hedge approximately 75% of the Company’s projected 2011 aluminum purchase requirements.
 
The net impact of the Company’s aluminum hedging program was to decrease cost of sales by $10.8 million in 2009.
 
CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
This Annual Report on Form 10-K, as well as information included in future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company, contains, or may contain, forward-looking management


50


Table of Contents

comments and other statements that reflect management’s current outlook for future periods. These statements include, among others, statements relating to:
 
  •  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 the risk of loss with respect to funds deposited with banks is minimal;
 
  •  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 ability to issue $190 million of securities under acceptable terms under its shelf registration statement;
 
  •  the Company’s belief that certain franchise rights are perpetual or will be renewed upon expiration;
 
  •  the Company’s key priorities which are revenue management, product innovation and beverage portfolio expansion, distribution cost management and productivity;
 
  •  the Company’s expectation that new product introductions, packaging changes and sales promotions will continue to require substantial expenditures;
 
  •  the Company’s belief that there is substantial and effective competition in each of the exclusive geographic territories in the United States in which it operates for the purposes of the United States Soft Drink Interbrand Competition Act;
 
  •  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 January 3, 2010;
 
  •  the Company’s belief that it may market and sell nationally certain products it has developed and owns;
 
  •  the Company’s belief that cash requirements for income taxes will be in the range of $20 million to $25 million in 2010;
 
  •  the Company’s anticipation that pension expense related to the two Company-sponsored pension plans is estimated to be approximately $6 million in 2010;
 
  •  the Company’s belief that cash contributions in 2010 to its two Company-sponsored pension plans will be in the range of $5 million to $7 million;
 
  •  the Company’s belief that postretirement benefit payments are expected to be approximately $2.5 million in 2010;
 
  •  the Company’s expectation that additions to property, plant and equipment in 2010 will be in the range of $50 million to $60 million;
 
  •  the Company’s belief that compliance with environmental laws will not have a material adverse effect on its capital expenditures, earnings or competitive position;


51


Table of Contents

 
  •  the Company’s belief that the demand for sugar sparkling beverages (other than energy products) may continue to decline;
 
  •  the Company’s belief that the majority of its deferred tax assets will be realized;
 
  •  the Company’s intention to renew substantially all the Allied Beverage Agreements and Still Beverage Agreements as they expire;
 
  •  the Company’s beliefs and estimates regarding the impact of the adoption of certain new accounting pronouncements;
 
  •  the Company’s belief that innovation of new brands and packages will continue to be critical to the Company’s overall revenue;
 
  •  the Company’s 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 change over the next 12 months as a result of tax audits but will not have a significant impact on the consolidated financial statements;
 
  •  the Company’s belief that 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; and
 
  •  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.
 
These statements and expectations are based on currently available competitive, financial and economic data along with the Company’s operating plans, and are subject to future events and uncertainties that could cause anticipated events not to occur or actual results to differ materially from historical or anticipated results. Factors that could impact those differences or adversely affect future periods include, but are not limited to, the factors set forth under Item 1A. — Risk Factors.
 
Caution should be taken not to place undue reliance on the Company’s forward-looking statements, which reflect the expectations of management of the Company only as of the time such statements are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk
 
The Company is exposed to certain market risks that arise in the ordinary course of business. The Company may enter into derivative financial instrument transactions to manage or reduce market risk. The Company does not enter into derivative financial instrument transactions for trading purposes. A discussion of the Company’s primary market risk exposure and interest rate risk is presented below.
 
 
The Company is subject to interest rate risk on its fixed and floating rate debt. The Company periodically uses interest rate hedging products to modify risk from interest rate fluctuations. The Company has historically altered its fixed/floating rate mix based upon anticipated cash flows from operations relative to the Company’s overall financial condition. Sensitivity analyses are performed to review the impact on the Company’s financial position and coverage of various interest rate movements. The counterparties to these interest rate hedging arrangements were major financial institutions with which the Company also has other financial relationships. The Company did not have any interest rate hedging products as of January 3, 2010. The Company generally maintains between 40% and 60% of total borrowings at variable interest rates after taking into account all of the interest rate hedging activities. While this is the target range for the percentage of total borrowings at variable interest rates, the financial


52


Table of Contents

position of the Company and market conditions may result in strategies outside of this range at certain points in time. Approximately 7.3% of the Company’s debt and capital lease obligations of $601.0 million as of January 3, 2010 was subject to changes in short-term interest rates.
 
As it relates to the Company’s variable rate debt and variable rate leases, assuming no changes in the Company’s financial structure, if market interest rates average 1% more over the next twelve months than the interest rates as of January 3, 2010, interest expense for the next twelve months would increase by approximately $.4 million. This amount was determined by calculating the effect of the hypothetical interest rate on our variable rate debt and variable rate leases. This calculated, hypothetical increase in interest expense for the following twelve months may be different from the actual increase in interest expense from a 1% increase in interest rates due to varying interest rate reset dates on the Company’s floating rate debt.
 
 
The Company is also subject to commodity price risk arising from price movements for certain commodities included as part of its raw materials. The Company manages this commodity price risk in some cases by entering into contracts with adjustable prices. The Company has not historically used derivative commodity instruments in the management of this risk. The Company estimates that a 10% increase in the market prices of these commodities over the current market prices would cumulatively increase costs during the next 12 months by approximately $23 million assuming no change in volume.
 
The Company entered into derivative instruments to hedge essentially all of the Company’s projected diesel fuel purchases for 2009 and 2010. These derivative instruments relate to diesel fuel used in the Company’s delivery fleet. The Company pays a fee for these instruments which is amortized over the corresponding period of the instrument. The Company currently accounts for its fuel hedges on a mark-to-market basis with any expense or income reflected as an adjustment of fuel costs.
 
At the end of the first quarter of 2009, the Company began using derivative instruments to hedge approximately 75% of its projected 2010 aluminum purchase requirements. During the second quarter of 2009, the Company entered into derivative agreements to hedge approximately 75% of the Company’s projected 2011 aluminum purchase requirements. The Company pays a fee for these instruments which is amortized over the corresponding period of the instruments. The Company accounts for its aluminum hedges on a mark-to-market basis with any expense or income being reflected as an adjustment to cost of sales.
 
 
The principal effect of inflation on the Company’s operating results is to increase costs. The Company may raise selling prices to offset these cost increases; however, the resulting impact on retail prices may reduce volumes purchased by consumers.


53


Table of Contents

Item 8.   Financial Statements and Supplementary Data
 
COCA-COLA BOTTLING CO. CONSOLIDATED
 
 
                 
    Jan. 3,
    Dec. 28,
 
In thousands (except share data)
  2010     2008  
 
ASSETS
Current assets:
               
Cash and cash equivalents
  $ 17,770     $ 45,407  
Restricted cash
    4,500        
Accounts receivable, trade, less allowance for doubtful accounts
of $2,187 and $1,188, respectively
    92,727       99,849  
Accounts receivable from The Coca-Cola Company
    4,109       3,454  
Accounts receivable, other
    17,005       12,990  
Inventories
    59,122       65,497  
Prepaid expenses and other current assets
    35,016       21,121  
                 
Total current assets
    230,249       248,318  
                 
Property, plant and equipment, net
    326,701       338,156  
Leased property under capital leases, net
    51,548       66,730  
Other assets
    46,508       33,937  
Franchise rights
    520,672       520,672  
Goodwill
    102,049       102,049  
Other identifiable intangible assets, net
    5,350       5,910  
                 
Total
  $ 1,283,077     $ 1,315,772  
                 
 
See Accompanying Notes to Consolidated Financial Statements.


54


Table of Contents

 
COCA-COLA BOTTLING CO. CONSOLIDATED
 
 
                 
    Jan. 3,
    Dec. 28,
 
    2010     2008  
 
LIABILITIES AND EQUITY
Current liabilities:
               
Current portion of debt
  $     $ 176,693  
Current portion of obligations under capital leases
    3,846       2,781  
Accounts payable, trade
    36,794       42,383  
Accounts payable to The Coca-Cola Company
    27,880       35,311  
Other accrued liabilities
    61,978       57,504  
Accrued compensation
    25,963       23,285  
Accrued interest payable
    5,521       8,139  
                 
Total current liabilities
    161,982       346,096  
                 
Deferred income taxes
    158,548       139,338  
Pension and postretirement benefit obligations
    89,306       107,005  
Other liabilities
    106,968       107,037  
Obligations under capital leases
    59,261       74,833  
Long-term debt
    537,917       414,757  
                 
Total liabilities
    1,113,982       1,189,066  
                 
Commitments and Contingencies (Note 13) 
               
Equity:
               
Convertible Preferred Stock, $100.00 par value:
               
Authorized-50,000 shares; Issued-None
               
Nonconvertible Preferred Stock, $100.00 par value:
               
Authorized-50,000 shares; Issued-None
               
Preferred Stock, $.01 par value:
               
Authorized-20,000,000 shares; Issued-None
               
Common Stock, $1.00 par value:
               
Authorized-30,000,000 shares; Issued — 10,203,821 and 9,706,051 shares, respectively
    10,204       9,706  
Class B Common Stock, $1.00 par value:
               
Authorized-10,000,000 shares; Issued — 2,649,996 and 3,127,766 shares, respectively
    2,649       3,127  
Class C Common Stock, $1.00 par value:
               
Authorized-20,000,000 shares; Issued-None
               
Capital in excess of par value
    103,464       103,582  
Retained earnings
    107,995       79,021  
Accumulated other comprehensive loss
    (46,767 )     (57,873 )
                 
      177,545       137,563  
                 
Less-Treasury stock, at cost:
               
Common Stock-3,062,374 shares
    60,845       60,845  
Class B Common Stock-628,114 shares
    409       409  
                 
Total equity of Coca-Cola Bottling Co. Consolidated
    116,291       76,309  
Noncontrolling interest
    52,804       50,397  
                 
Total equity
    169,095       126,706  
                 
Total
  $ 1,283,077     $ 1,315,772  
                 
 
See Accompanying Notes to Consolidated Financial Statements.


55


Table of Contents

 
COCA-COLA BOTTLING CO. CONSOLIDATED
 
 
                         
    Fiscal Year  
In thousands (except per share data)
  2009     2008     2007  
 
Net sales
  $ 1,442,986     $ 1,463,615     $ 1,435,999  
Cost of sales
    822,992       848,409       814,865  
                         
Gross margin
    619,994       615,206       621,134  
Selling, delivery and administrative expenses
    525,491       555,728       539,251  
                         
Income from operations
    94,503       59,478       81,883  
                         
Interest expense, net
    37,379       39,601       47,641  
                         
Income before taxes
    57,124       19,877       34,242  
Income tax provision
    16,581       8,394       12,383  
                         
Net income
    40,543       11,483       21,859  
Less: Net income attributable to the noncontrolling interest
    2,407       2,392       2,003  
                         
Net income attributable to Coca-Cola Bottling Co. Consolidated
  $ 38,136     $ 9,091     $ 19,856  
                         
Basic net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated:
                       
Common Stock
  $ 4.16     $ .99     $ 2.18  
                         
Weighted average number of Common Stock shares outstanding
    7,072       6,644       6,644  
Class B Common Stock
  $ 4.16     $ .99     $ 2.18  
                         
Weighted average number of Class B Common Stock shares outstanding
    2,092       2,500       2,480  
Diluted net income per share based on net income attributable to Coca-Cola Bottling Co. Consolidated:
                       
Common Stock
  $ 4.15     $ .99     $ 2.17  
                         
Weighted average number of Common Stock shares outstanding — assuming dilution
    9,197       9,160       9,141  
Class B Common Stock
  $ 4.13     $ .99     $ 2.17  
                         
Weighted average number of Class B Common Stock shares outstanding — assuming dilution
    2,125       2,516       2,497  
 
See Accompanying Notes to Consolidated Financial Statements.


56


Table of Contents

 
COCA-COLA BOTTLING CO. CONSOLIDATED
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                         
    Fiscal Year  
In thousands
  2009     2008     2007  
 
Cash Flows from Operating Activities
                       
Net income
  $ 40,543     $ 11,483     $ 21,859  
Adjustments to reconcile net income to net cash provided by
                       
operating activities:
                       
Depreciation expense
    60,808       67,572       67,881  
Amortization of intangibles
    560       701       445  
Deferred income taxes
    7,633       559       (4,165 )
Losses on sale of property, plant and equipment
    1,271       159       445  
Provision for liabilities to exit multi-employer pension plan
          14,012        
Amortization of debt costs
    2,303       2,449       2,678  
Stock compensation expense
    2,161       1,130       1,171  
Amortization of deferred gains related to terminated interest
rate agreements
    (2,071 )     (2,160 )     (1,698 )
(Increase) decrease in current assets less current liabilities
    (18,464 )     5,912       1,947  
(Increase) decrease in other noncurrent assets
    (13,700 )     627       1,058  
Increase (decrease) in other noncurrent liabilities
    (1,539 )     (5,635 )     3,854  
Other
    (2 )     (180 )     23  
                         
Total adjustments
    38,960       85,146       73,639  
                         
Net cash provided by operating activities
    79,503       96,629       95,498  
                         
Cash Flows from Investing Activities
                       
Additions to property, plant and equipment
    (43,339 )     (47,866 )     (48,226 )
Proceeds from the sale of property, plant and equipment
    8,282       4,231       8,566  
Investment in a plastic bottle manufacturing cooperative
          (968 )     (3,377 )
Investment in distribution agreement
          (2,309 )      
Investment in restricted cash
    (4,500 )            
                         
Net cash used in investing activities
    (39,557 )     (46,912 )     (43,037 )
                         
Cash Flows from Financing Activities
                       
Proceeds from issuance of long-term debt
    108,160              
Borrowing under revolving credit facility
    15,000              
Payment of current portion of long-term debt
    (176,693 )           (100,000 )
Proceeds (payment) of lines of credit, net
          (7,400 )     7,400  
Cash dividends paid
    (9,162 )     (9,144 )     (9,124 )
Excess tax benefits from stock-based compensation
    (98 )     3       173  
Principal payments on capital lease obligations
    (3,263 )     (2,602 )     (2,435 )
Proceeds from termination of interest rate swap agreements
          5,142        
Payments for the termination of interest rate lock agreements
    (340 )            
Debt issuance costs paid
    (1,042 )            
Other
    (145 )     (180 )     (427 )
                         
Net cash used in financing activities
    (67,583 )     (14,181 )     (104,413 )
                         
Net increase (decrease) in cash
    (27,637 )     35,536       (51,952 )
                         
Cash at beginning of year
    45,407       9,871       61,823  
                         
Cash at end of year
  $ 17,770     $ 45,407     $ 9,871  
                         
Significant non-cash investing and financing activities
                       
Issuance of Class B Common Stock in connection with stock award
  $ 1,130     $ 1,171     $ 929  
Capital lease obligations incurred
    660             5,144  
 
See Accompanying Notes to Consolidated Financial Statements


57


Table of Contents

COCA-COLA BOTTLING CO. CONSOLIDATED
 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
                                                                         
                            Accumulated
          Total
             
          Class B
    Capital in
          Other
          Equity
             
    Common
    Common
    Excess of
    Retained
    Comprehensive
    Treasury
    of
    Noncontrolling
    Total
 
In thousands
  Stock     Stock     Par Value     Earnings     Loss     Stock     CCBCC     Interest     Equity  
 
Balance on Dec. 31, 2006
  $ 9,705     $ 3,088     $ 101,145     $ 68,495     $ (27,226 )   $ (61,254 )   $ 93,953     $ 46,002     $ 139,955  
Comprehensive income:
                                                                       
Net income
                            19,856                       19,856       2,003       21,859  
Foreign currency translation adjustments, net of tax
                                    23               23               23  
Pension and postretirement benefit adjustments, net of tax
                                    14,452               14,452               14,452  
                                                                         
Total comprehensive income
                                                    34,331       2,003       36,334  
Cash dividends paid
                                                                       
Common ($1 per share)
                            (6,644 )                     (6,644 )             (6,644 )
Class B Common ($1 per share)
                            (2,480 )                     (2,480 )             (2,480 )
Issuance of 20,000 shares of Class B Common Stock
            20       (20 )                                            
Stock compensation expense
                    1,344                               1,344               1,344  
Conversion of Class B Common Stock into Common Stock
    1       (1 )                                                    
                                                                         
Balance on Dec. 30, 2007
  $ 9,706     $ 3,107     $ 102,469     $ 79,227     $ (12,751 )   $ (61,254 )   $ 120,504     $ 48,005     $ 168,509  
                                                                         
Comprehensive income:
                                                                       
Net income
                            9,091                       9,091       2,392       11,483  
Foreign currency translation adjustments, net of tax
                                    (9 )             (9 )             (9 )
Pension and postretirement benefit adjustments, net of tax
                                    (44,999 )             (44,999 )             (44,999 )
                                                                         
Total comprehensive income
                                                    (35,917 )     2,392       (33,525 )
Adjustment to change measurement date for pension and postretirement benefits, net of tax
                            (153 )     (114 )             (267 )             (267 )
Cash dividends paid
                                                                       
Common ($1 per share)
                            (6,644 )                     (6,644 )             (6,644 )
Class B Common ($1 per share)
                            (2,500 )                     (2,500 )             (2,500 )
Issuance of 20,000 shares of Class B Common Stock
            20       (20 )                                            
Stock compensation expense
                    1,133                               1,133               1,133  
                                                                         
Balance on Dec. 28, 2008
  $ 9,706     $ 3,127     $ 103,582     $ 79,021     $ (57,873 )   $ (61,254 )   $ 76,309     $ 50,397     $ 126,706  
                                                                         
Comprehensive income:
                                                                       
Net income
                            38,136                       38,136       2,407       40,543  
Ownership share of Southeastern OCI
                                    (49 )             (49 )             (49 )
Foreign currency translation adjustments, net of tax
                                    (1 )             (1 )             (1 )
Pension and postretirement benefit adjustments, net of tax
                                    11,156               11,156               11,156  
                                                                         
Total comprehensive income
                                                    49,242       2,407       51,649  
Cash dividends paid
                                                                       
Common ($1 per share)
                            (7,017 )                     (7,017 )             (7,017 )
Class B Common ($1 per share)
                            (2,145 )                     (2,145 )             (2,145 )
Issuance of 20,000 share of Class B Common Stock
            20       (20 )                                            
Stock compensation adjustment
                    (98 )                             (98 )             (98 )
Conversion of Class B Common Stock into Common Stock
    498       (498 )                                                    
                                                                         
Balance on Jan. 3, 2010
  $ 10,204     $ 2,649     $ 103,464     $ 107,995     $ (46,767 )   $ (61,254 )   $ 116,291     $ 52,804     $ 169,095  
                                                                         
 
See Accompanying Notes to Consolidated Financial Statements


58


Table of Contents

COCA-COLA BOTTLING CO. CONSOLIDATED
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.   Significant Accounting Policies
 
Coca-Cola Bottling Co. Consolidated (the “Company”) produces, markets and distributes nonalcoholic beverages, primarily products of The Coca-Cola Company. The Company operates principally in the southeastern region of the United States and has one reportable segment.
 
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
The fiscal years presented are the 53-week period ended January 3, 2010 (“2009”) and the 52-week periods ended December 28, 2008 (“2008”) and December 30, 2007 (“2007”). The Company’s fiscal year ends on the Sunday closest to December 31 of each year.
 
In December 2007, the Financial Accounting Standards Board (“FASB”) issued new guidance on accounting for the noncontrolling interest in the consolidated financial statements. The Company implemented the new guidance effective December 29, 2008, the beginning of the first quarter of 2009. The new guidance changes the accounting and reporting standards for the noncontrolling interest in a subsidiary (commonly referred to previously as minority interest). Piedmont Coca-Cola Bottling Partnership (“Piedmont”) is the Company’s only subsidiary that has a noncontrolling interest. Noncontrolling interest income of $2.4 million in 2009, $2.4 million in 2008 and $2.0 million in 2007 has been reclassified to be included in net income on the Company’s consolidated statements of operations. In addition, the amount of consolidated net income attributable to both the Company and the noncontrolling interest are shown on the Company’s consolidated statements of operations. Noncontrolling interest related to Piedmont totaled $52.8 million and $50.4 million at January 3, 2010 and December 28, 2008, respectively. These amounts have been reclassified as noncontrolling interest in the equity section of the Company’s consolidated balance sheets.
 
The Company’s significant accounting policies are as follows:
 
 
Cash and cash equivalents include cash on hand, cash in banks and cash equivalents, which are highly liquid debt instruments with maturities of less than 90 days. The Company maintains cash deposits with major banks which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of the institutions and believes that the risk of any loss is minimal.
 
 
The Company sells its products to supermarkets, convenience stores and other customers and extends credit, generally without requiring collateral, bas