a n n u a l r e p o r t

2 0 1 1
Coca-Cola Bottling Co. Consolidated is the largest independent Coca-Cola

bottler in the United States. We are a leader in manufacturing, marketing

and distribution of soft drinks. With corporate offices in Charlotte, N.C.,

we have operations in 11 states, primarily in the Southeast. The Company

has one of the highest per capita soft drink consumption rates in the world

and manages bottling territories with a consumer base of approximately

20 million people. Coca-Cola Bottling Co. Consolidated is listed on the

NASDAQ Stock Market (Global Select Market) under the symbol COKE.

This annual report is

printed on recycled paper.
 L E T T E R T O S H A R E H O L D E R S

D ear Shareholders, expense of $0.6 million, or $0.06 per

share. Our 2010 results included non-
Since our founding in 1902, Coca‑Cola cash losses on our hedging programs
Bottling Co. Consolidated has focused of $3.2 million net of tax, or $0.35 per
on building strong relationships that share; an after-tax gain from the impact
have helped us grow and thrive through of the Nashville flood of $0.6 million,
the years. These associations are the or $0.06 per share; and favorable
foundation of our continued success and adjustments to income tax expense of
led to another solid performance in 2011. $1.0 million, or $0.11 per share. Excluding
Our key relationships include: these unusual items, net income and
basic net income per share for 2011 were
• Our Shareholders $33.3 million and $3.62 compared to
• Our Customers and Consumers $37.7 million and $4.11 for 2010.
• Our Employees
• Our Communities In 2011, the Company continued
• Our Business Partners its focus on key areas that drive our
business, including product innovation,
our distribution system, productivity and
Our Shareholders expense management. We had positive
volume growth and solid performances
The Company is committed to creating across our primary channels, particularly
long-term value for its shareholders. Our the value channel, which is consistent
operating results for 2011 reflect another with the current value orientation of
strong year in the face of significant consumer sentiment. We boosted 2011
challenges, including a slowly recovering sales in home market channels with
economy, increases and volatility in key innovative packaging such as the new
raw material costs, and consumers who 1.25-liter bottle, four-pack cans and the
are struggling economically and therefore reintroduction of six-pack cans. We also
seeking greater value. evolved our immediate consumption
strategy in convenience stores to a three-
The Company reported net income of package offering.
$28.6 million, or basic net income per
share of $3.11, compared to net income The Company experienced significant
of $36.1 million, or basic net income per increases in the cost of key raw materials
share of $3.93, in 2010. Several unusual in 2011, including sweetener, fuel and
items impacted the comparability of resin for our bottles. A combination of
earnings between 2011 and 2010. Our price increases and operating efficiency Dedicated employees
2011 results include non-cash losses on improvements helped offset the majority and new packaging
contributed to a solid
our hedging programs of $4.1 million of these increases. We operate in a
2011 performance.
net of tax, or $0.45 per share, and net highly competitive consumer segment
unfavorable adjustments to income tax in which passing along increased costs is
1
L E T T E R T O S H A R E H O L D E R S

extremely challenging. This magnifies the imperative that we continue to innovate

importance of continuing innovation to and deliver products that our customers
improve our supply chain and produce and consumers want.
and deliver our products more efficiently.
During 2011, we continued our process During the economic downturn,
of consolidating distribution facilities consumers have become increasingly
to drive additional economies of scale. value-conscious. We responded with new
We further leveraged our transportation packaging and price points, such as the
fleet, increasing utilization by expanding three-package strategy in our immediate
the scope of work we do for third parties. consumption channel. The three-package
strategy includes our new 12.5-ounce
The Company experienced very positive package at an $0.89 price point, along
results in 2011 from its proprietary with our 16- and 24-ounce packages.
branded Tum-E Yummies product. Similar to the consumer reaction when
This vitamin-enhanced drink now has we introduced the 16-ounce in 2008, the
distribution in approximately 95 percent new 12.5-ounce package has generated
of the U.S. – primarily through other incremental sales and important trial
Coca‑Cola bottlers – and is ranked from consumers.
second in its category in the convenience
retail channel.

Another key element in driving value for The Company has focused
our shareholders has been strengthening
on reducing its long-term
the Company’s financial position.
The Company has benefited through debt in the past decade
the years from strategic investments,
and is now well-positioned
including the acquisition of additional
Coca‑Cola distribution rights, and we to take advantage of
generated $29 million of free cash flow
strategic opportunities
in 2011. The Company has focused on
reducing its long-term debt in the past that may arise.
decade and is now well-positioned to
take advantage of strategic opportunities
that may arise. In the past 10 years, we
have reduced our long-term debt, net of We also unveiled the 1.25-liter as a

cash, by approximately $500 million. new value package in the home market
channel. This package has generally been
priced at $0.99 and has proven very
Our Customers and popular with our customers as a way to
Consumers provide our shared consumers with a new
CCBCC is focused on product at an attractive price.
innovation, consumer We are most fortunate to sell the
preferences and greatest brands in the world. However, Consistent with this value approach, we
customer service. we are very aware that consumer offered four-pack cans with retail pricing
tastes and preferences evolve, so it is from $0.99 – $1.19 as an in-and-out
2
 L E T T E R T O S H A R E H O L D E R S

promotional item for the convenience by company management, and customer

store channel. And, we began selling service satisfaction is determined by
six-pack cans in conjunction with 12- customers’ survey responses. Our 2011
pack cans on an everyday basis in results showed continuous improvement
convenience stores – again giving the in our in-outlet execution, and more than
consumer more choices and a lower 98 percent of the time our customers are
price point. satisfied or very satisfied with our sales
and delivery service. We believe the
What our customers think is very work we are doing to elevate the quality
important to us. A couple years ago, we of our in-outlet execution, and to better
implemented our Right Execution Daily communicate with our customers and
(RED) program to measure in-outlet understand their needs, has contributed
execution and customer service. Our to our strong financial performance
customer service execution is evaluated in 2011.

3
L E T T E R T O S H A R E H O L D E R S

Our Employees Our Communities

The Company currently has more than The Company is active in the
6,100 full- and part-time employees communities in which our employees live
concentrated mainly in 11 states across and serve. We believe that giving back
the southeastern U.S. A highly motivated is part of our mission to serve others.
and well-trained workforce is essential to Community involvement takes many
our ongoing success. We are fortunate forms including recycling, conservation
to have many long-serving employees and sustainability, in addition to
who have a wealth of knowledge and supporting people and organizations.
capability relating to our customers and As a Company, we provide ongoing
consumers, as well as our operations. We support to many nonprofit organizations
also continue to recruit new people to within our territory.
ensure we have a broad array of talent
with current and relevant skill sets. An important part of our Purpose
Statement is to help meet the physical,
Annually, our employees volunteer emotional and spiritual needs of the
thousands of hours, and we support communities where we live and do
and encourage them to be active in business and beyond. Our goal is
our communities. We also manage and to assist nonprofit organizations by
coordinate many community service providing resources enabling them to
activities through Coke Cares – our meet diverse needs.

Our community involvement stewardship program that encourages

takes many forms. employees to share their time, talents Our Company has always had a strong
and treasures. commitment to operate as efficiently

4
 L E T T E R T O S H A R E H O L D E R S

as possible, including our use of natural Our Business Partners

resources such as water, energy and
packaging materials. Our sustainability A major contributor to our ongoing
initiatives extend throughout our entire success has been the relationships
Company. We are a leader in several with our many great business partners.
sustainability categories in the Coca‑Cola We work closely with The Coca‑Cola
system, including using the least amount Company in all aspects of our business
including product development,
marketing and customer relationships.
Our relationship with The Coca‑Cola
Annually, our employees Company dates back to our founding
volunteer thousands in 1902 and is critical to our ability to
continue bringing the best products
of hours, and we in the world to our customers and

support and encourage consumers. We also have a close

relationship with the other Coca‑Cola
them to be active in bottlers in the U.S. and with other
beverage companies, including
our communities.
Dr Pepper and Monster, whose
products we distribute in certain parts
of our franchise territory.
of water to produce each liter of product.
And in 2011, we reduced the amount of In closing, we are pleased with our 2011 Sustainability initiatives
waste sent to landfills by approximately performance, which reflects the hard extend throughout CCBCC.
50 percent. work of many and the strength of our

5
L E T T E R T O S H A R E H O L D E R S

aforementioned relationships. We look world, we will continue to innovate, deliver

forward to 2012 and the opportunity to value for our customers and consumers,
continue building on these relationships and operate more efficiently – all while
and growing shareholder value. Many serving our important constituencies.
of the same issues we faced in 2011
will continue in 2012, including slow We remain committed to our Purpose
economic recovery, higher prices for key Statement and its primary goals of
raw materials, a highly competitive retail honoring God in all we do, serving
environment and consumers who are others, pursuing excellence and growing
very value-oriented. We believe we are profitably. We believe that we achieved all
well-prepared for these challenges. As these goals during 2011 and will strive to
stewards of the greatest brands in the do so each and every year.

J. Frank Harrison, III William B. Elmore

Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer

We strive to offer
consumers more products
and various price points.

6
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 2012
Commission file number 0-9286

(Exact name of registrant as specified in its charter)

Delaware 56-0950585
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)
(704) 557-4400
(Registrant’s telephone number, including area code)
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 ‘ No Í
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 ‘ No Í
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 Í No ‘
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 Í No ‘
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. Í
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.
Large accelerated filer ‘ Accelerated filer Í Non-accelerated filer ‘ Smaller reporting company ‘
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No Í
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
July 1, 2011
Common Stock, $1.00 Par Value $313,566,448
Class B Common Stock, $1.00 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 1, 2012
Common Stock, $1.00 Par Value 7,141,447
Class B Common Stock, $1.00 Par Value 2,066,522
Documents Incorporated by Reference
Portions of Proxy Statement to be filed pursuant to Section 14 of the Exchange Act with respect to the 2012 Annual
Meeting of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part III, Items 10-14
 Table of Contents

Page

Part I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . 25
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . 110
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

Part III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . 111
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

Part IV
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
 PART I

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 largest
independent Coca-Cola bottler in the United States.
As of January 1, 2012, The Coca-Cola Company had a 34.8% interest in the Company’s outstanding
Common Stock, representing 5.1% of the total voting power of the Company’s Common Stock and Class B
Common Stock voting together as a single class. The Coca-Cola Company does not own any shares of Class B
Common Stock of the Company. 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 83%, 83% and 84% of total net sales for fiscal 2011
(“2011”), fiscal 2010 (“2010”) and fiscal 2009 (“2009”), respectively. Sales of still beverages were approximately
17%, 17% and 16% of total net sales for 2011, 2010 and 2009, 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, distribute and market Dr Pepper in some of its regions. The
Company also distributes and markets various other products, including Monster Energy products 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 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% of the Company’s bottle/can volume to retail customers during 2011, 2010 and 2009.
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 five 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, Tum-E Yummies, a vitamin-C enhanced
flavored drink, Bean & Body coffee beverage and Fuel in a Bottle power shots. The Company markets and sells
these products nationally.

1
 The Coca-Cola Company acquired Coca-Cola Enterprises Inc. (“CCE”) on October 2, 2010. In connection
with the transaction, CCE changed its name to Coca-Cola Refreshments USA, Inc. (“CCR”) and transferred its
beverage operations outside of North America to an independent third party. As a result of the transaction, the
North American operations of CCE are now included in CCR. CCE began distributing Tum-E Yummies in the
first quarter of 2010 and CCR is continuing to do so nationally. Certain other Coca-Cola franchise bottlers are also
distributing the Tum-E Yummies product. References to “CCR” refer to CCR and CCE as it existed prior to the
acquisition by The Coca-Cola Company.
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 glacéau smartwater Dr Pepper Tum-E Yummies

Diet Coke glacéau vitaminwater Diet Dr Pepper Country Breeze tea
Coca-Cola Zero Dasani Sundrop Bean & Body
Sprite Dasani Flavors Monster Energy Fuel in a Bottle
Fanta Flavors POWERade products
Sprite Zero POWERade Zero
Mello Yello Minute Maid Adult
Cherry Coke Refreshments
Seagrams Ginger Ale Minute Maid Juices
Cherry Coke Zero To Go
Diet Coke Splenda® Nestea
Fresca Gold Peak tea
Pibb Xtra FUZE
Barqs Root Beer V8 juice products
TAB from Campbell
Full Throttle
NOS®

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,
Inc. and other beverage companies.

Cola and Allied Beverage Agreements with The Coca-Cola Company.

The Company purchases concentrates from The Coca-Cola Company and produces, markets 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 Allied Beverage Agreements for various specified territories.

Cola Beverage Agreements with The Coca-Cola Company.

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

2
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.

Company Obligations. The Company is obligated to:

• maintain such plant and equipment, staff and distribution and vending facilities that 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;

3
 • 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.
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.

Allied Beverage Agreements with 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 of 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 that Allied Beverage Agreement that
remains unresolved for 120 days after required prior written notice by The Coca-Cola Company.

Supplementary Agreement Relating to Cola and Allied Beverage Agreements with The Coca-Cola Company.
The Company and The Coca-Cola Company are also parties to a Letter 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;
• 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

4
 • 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.

Pricing of Coca-Cola Trademark Beverages and Allied Beverages.

Pursuant to the Cola and Allied Beverage Agreements, except as provided in the Supplementary Agreement
and the Incidence Pricing Agreement (described below), The Coca-Cola Company establishes the prices charged
to the Company for concentrates of 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 (the “Incidence Pricing Agreement”) with The Coca-Cola Company
to test an incidence-based concentrate pricing model for 2008 for all Coca-Cola Trademark Beverages and Allied
Beverages for which the Company purchases concentrate from The Coca-Cola Company. During the term of the
Incidence Pricing Agreement, the pricing of the concentrates for the Coca-Cola Trademark Beverages and Allied
Beverages is governed by the Incidence Pricing Agreement rather than the Cola and Allied Beverage Agreements.
The concentrate price The Coca-Cola Company charges under the Incidence Pricing Agreement is impacted by a
number of factors including the Company’s pricing of finished products, the channels in which the finished
products are sold and package mix. The Coca-Cola Company must give the Company at least 90 days written
notice before changing the price the Company pays for the concentrate. The Incidence Pricing Agreement has been
extended through December 31, 2013 under the same terms that were in effect for 2009 through 2011.

Still Beverage Agreements with The Coca-Cola Company.

The Company purchases and distributes certain still beverages such as sports drinks 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”). 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
products 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 goods, 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.

5
Other Beverage Agreements with The Coca-Cola Company.
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 and smartwater. 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.
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.
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, Inc. on a non-exclusive basis. The Coca-Cola Company establishes the
prices charged to the Company for post-mix products of The Coca-Cola Company. In addition, the Company
produces some products for sale to other Coca-Cola bottlers and CCR. These sales have lower margins but allow
the Company to achieve higher utilization of its production equipment and facilities.
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, Inc. 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 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 other agreements represented approximately 12% of the Company’s bottle/
can volume to retail customers for 2011, 2010 and 2009.

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,

6
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 surrounding
areas. The region has a population of approximately 9 million. A production/distribution facility is located in
Charlotte and 12 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 6 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 $1.6 million, $1.5 million and $1.2 million in 2011, 2010 and
2009, 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
$134 million, $131 million and $131 million in 2011, 2010 and 2009, respectively, or 26.2 million cases,
26.1 million cases and 25.0 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, 1.25-liter, 2-liter and 300 ml sizes) from manufacturing plants owned and operated by Southeastern
Container and Western Container, two entities owned by various Coca-Cola bottlers including the Company. The

7
Company currently obtains all of its aluminum cans (7.5-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 international or domestic geopolitical
or other events affecting or threatening to affect the supply of petroleum.
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 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 (a petroleum-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, although, under the
Incidence Pricing Agreement, The Coca-Cola Company must give the Company at least 90 days written notice of
a pricing change.

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 2011, 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 21% of the Company’s total bottle/can volume to retail
customers and the second largest customer, Food Lion, LLC, accounted for approximately 9% of the Company’s
total bottle/can volume to retail customers. Wal-Mart Stores, Inc. and Food Lion, LLC accounted for
approximately 15% and 7% of the Company’s total net sales, respectively. 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 six
years include Coca-Cola Zero, Dasani flavors, Full Throttle and Gold Peak tea products. In 2007, the Company
began distribution of its own products, Country Breeze tea and Tum-E Yummies. In 2010, the Company began
distribution of an additional Company-owned product, Bean & Body coffee beverages. In 2011, the Company
began distribution of Fuel in a Bottle Energy Shot and Fuel in a Bottle Protein Shot. 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 and smartwater. 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 1.25-liter bottle in 2011, the 7.5-ounce sleek can during

8
2010, the 2-liter contour bottle for Coca-Cola products during 2009 and the 20-ounce “grip” bottle during 2007.
During 2008, the Company tested the 16-ounce bottle/24-ounce bottle package in select convenience stores and
introduced it companywide in 2009. 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 22 different packages for Diet Coke within a single
geographic area. Bottle/can volume to retail customers during 2011 was approximately 47% cans, 52% 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, Inc. (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 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 of the Company’s products 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 84% of the Company’s bottle/can volume to retail customers in 2011. 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

9
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 such competition exists 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 excise
and other special taxes on certain beverages that the Company sells. The Company cannot predict whether any
such legislation will be enacted.
Some states and localities have also proposed barring the use of food stamps by recipients in their
jurisdictions to purchase some of the products the Company manufactures. The United States Department of
Agriculture rejected such a proposal by a major American city as recently as 2011.
The Company has experienced public policy challenges regarding the sale of soft drinks in schools,
particularly elementary, middle and high schools. At January 1, 2012, 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, 2012, the Company had approximately 5,100 full-time employees, of whom approximately
400 were union members. The total number of employees, including part-time employees, was approximately
6,100. Approximately 7% of the Company’s labor force is covered by collective bargaining agreements. Two
collective bargaining agreements covering approximately 6% of the Company’s employees expired during 2011
and the Company entered into new agreements in 2011. One collective bargaining agreement covering
approximately .4% of the Company’s employees will expire during 2012.

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

10
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.

The Company may not be able to respond successfully to changes in the marketplace.
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 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.

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 acquired the North American operations of Coca-Cola Enterprises Inc. in 2010, and
the Company’s primary competitors were acquired at approximately the same time 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 remains uncertain what the ultimate impact of these transactions will be on the
Company’s business and financial results.

Changes in how significant customers market or promote the Company’s products could reduce revenue.
The Company’s revenue is affected 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.

Changes in the Company’s top customer relationships could impact revenues and profitability.
The Company is exposed to risks resulting from several large customers that account for a significant portion
of its bottle/can volume and revenue. The Company’s two largest customers accounted for approximately 30% of
the Company’s 2011 bottle/can volume to retail customers and approximately 22% of the Company’s total net
sales. The loss of one or both of these customers could adversely affect the Company’s results of operations. These
customers typically make purchase decisions based on a combination of price, product quality, consumer demand
and customer service performance and generally do not enter into long-term contracts. In addition, these
significant customers may re-evaluate or refine their business practices related to inventories, product displays,
logistics or other aspects of the customer-supplier relationship. The Company’s results of operations could be
adversely affected if revenue from one or more of these customers is significantly reduced or if the cost of
complying with these customers’ demands is significant. If receivables from one or more of these customers
become uncollectible, the Company’s results of operations may be adversely impacted. One of these customers has
announced store closings in the United States, but the Company has not determined if this could affect the
Company’s results of operations.

11
 Changes in public and consumer preferences related to nonalcoholic beverages could reduce demand for the
Company’s products and reduce profitability.
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.

The Company’s sales can be impacted by the health and stability of the general economy.
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.

Miscalculation of the Company’s need for infrastructure investment could impact the Company’s financial
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.

The Company’s inability to meet requirements under its beverage agreements could result in the loss of
distribution rights.
Approximately 88% of the Company’s bottle/can volume to retail customers in 2011 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 2011
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, or the Company’s inability to satisfy, the performance requirements for marketing
funding support, or decreases from historic levels of marketing funding support, could reduce the Company’s
profitability.
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.

Changes in The Coca-Cola Company’s and other beverage companies’ levels of advertising, marketing
spending and product innovation could reduce the Company’s sales volume.
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

12
significant changes in the levels of marketing and advertising by the Beverage Companies, there can be no
assurance that historic levels will continue. The Company’s volume growth will also 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 inability of the Company’s aluminum can or plastic bottle suppliers to meet the Company’s purchase
requirements could reduce the Company’s profitability.
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.

The inability of the Company to offset higher raw material costs with higher selling prices, increased bottle/
can volume or reduced expenses could have an adverse impact on 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 and have increased in recent years at faster rates than the general rate of
inflation. 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.

The consolidation among suppliers of certain of the Company’s raw materials could have an adverse impact
on the Company’s profitability.
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.

The increasing reliance on purchased finished goods from external sources makes the Company subject to
incremental risks that could have an adverse impact on the Company’s profitability.
With the introduction of FUZE, Campbell and glacéau products into the Company’s portfolio during 2007
and Monster Energy products during 2008, the Company has become 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.

Sustained increases in fuel prices or the inability of the Company to secure adequate supplies of fuel could
have an adverse impact on the Company’s profitability.
The Company uses significant amounts of fuel in the distribution of its products. International or domestic
geopolitical or other events could impact the supply and cost 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 and manage the
Company’s fuel costs, there can be no assurance that the Company will succeed in limiting the impact on the
Company’s business or future cost increases. The Company may use derivative instruments to hedge some or all of
the Company’s projected diesel fuel and unleaded gasoline purchases. These derivative instruments relate to fuel
used in the Company’s delivery fleet and other vehicles. Continued upward pressure in these costs could reduce
the profitability of the Company’s operations.

13
 Sustained increases in workers’ compensation, employment practices and vehicle accident claims costs could
reduce the Company’s profitability.

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.

Sustained increases in the cost of employee benefits could reduce the Company’s profitability.
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.
On March 23, 2010, the Patient Protection and Affordable Care Act (“PPACA”) was signed into law. On
March 30, 2010, a companion bill, the Health Care and Education Reconciliation Act of 2010 (“Reconciliation Act”),
was also signed into law. The PPACA and the Reconciliation Act, when taken together, represent comprehensive
health care reform legislation that will likely affect the cost associated with providing employer-sponsored medical
plans. The Company is continuing to assess the impact this legislation will have on the Company’s employer-
sponsored medical plans. Additionally, the PPACA and the Reconciliation Act include provisions that reduce the tax
benefits available to employers that receive Medicare Part D subsidies.

Product liability claims brought against the Company or product recalls could negatively affect the
Company’s business, financial results and brand image.
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.

Cybersecurity risks - technology failures or cyberattacks on the Company’s systems could disrupt the
Company’s operations and negatively impact the Company’s business.
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
interruption due to a variety of 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 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.

Changes in interest rates could adversely affect the profitability of the Company.
None of the Company’s debt and capital lease obligations of $597.3 million as of January 1, 2012 were
subject to changes in short-term interest rates. The Company’s $200 million revolving credit facility is subject to

14
changes in short-term interest rates. On January 1, 2012, the Company had no outstanding borrowings on the $200
million revolving credit facility. If interest rates increase in the future, it could increase the Company’s borrowing
cost and it could reduce the Company’s overall profitability. The Company’s pension and postretirement medical
benefits costs are subject to changes in interest rates. A decline in interest rates used to discount the Company’s
pension and postretirement medical liabilities could increase the cost of these benefits and increase the overall
liability.

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 1, 2012, the Company had $597.3 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.

Recent volatility in the financial markets may negatively impact the Company’s ability to access the credit
markets.
Capital and credit markets have become increasingly volatile as a result of adverse conditions that caused the
failure and near failure of a number of large financial services companies. If the capital and credit markets
continue to experience volatility, 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. If the availability of funds is
limited, the Company may incur increased costs associated with borrowing to meet the Company’s requirements.
On September 21, 2011, the Company entered into a new $200 million five-year unsecured revolving credit
agreement (“$200 million facility”). This replaced the existing $200 million five-year unsecured revolving credit
agreement scheduled to mature in 2012. The new $200 million facility has a scheduled maturity date of
September 21, 2016. The Company repaid $176.7 million of debentures which matured in 2009. In 2009, the
Company issued $110 million of new senior notes, borrowed from its previous $200 million facility and used cash
flows generated by operations to fund the repayments. As of January 1, 2012, the Company had $200 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, including the $150 million Senior Notes due November 2012, and/
or react to changing economic and business conditions.

The Company’s credit rating could be negatively impacted by changes to The Coca-Cola Company’s credit
rating.
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.

Changes in legal contingencies could adversely impact the Company’s future profitability.
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

15
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, excise or other 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. If enacted, such taxes could materially affect the Company’s business and financial
results, particularly if they were enacted in a form that incorporated them into the shelf prices for the Company’s
products.

Significant additional labeling or warning requirements may inhibit sales of affected products.
Various jurisdictions may seek to adopt significant additional product labeling or warning requirements
relating to the content or perceived adverse health consequences of certain of the Company’s products. If these
types of requirements become applicable to one or more of the Company’s major products under current or future
environmental or health laws or regulations, they may inhibit sales of such products.

Additional taxes resulting from tax audits could adversely impact the Company’s future profitability.
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 and unfavorable weather could negatively impact the Company’s future profitability.
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, the United States Environmental Protection
Agency (USEPA) began imposing GHG regulations on utilities, refineries and major manufacturers in 2011.
Although the immediate effect was minor, as such regulations apply only to those that are planning to build large
new facilities or materially modify existing ones, over the next decade the USEPA plan to extend the scope of the
GHG regulations to cover virtually all sources of GHG’s. Those USEPA regulations or future laws enacted or
regulations adopted 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.

Issues surrounding labor relations could adversely impact the Company’s future profitability and/or its
operating efficiency.
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 fully implement operational changes to improve overall efficiency. Two collective

16
bargaining agreements covering approximately 6% of the Company’s employees expired during 2011 and the
Company entered into new agreements in 2011. One collective bargaining agreement covering approximately .4%
of the Company’s employees will expire during 2012.

The Company’s ability to change distribution methods and business practices could be negatively affected by
United States Coca-Cola bottler system disputes.
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.

Management’s use of estimates and assumptions could have a material effect on reported results.
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.

Changes in accounting standards could affect the Company’s reported financial results.
New accounting standards or pronouncements that may become applicable to the Company from time to time,
or changes in the interpretation of existing standards and pronouncements could have a significant effect on the
Company’s reported results for the affected periods.

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, including 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 adversely affect the Company’s profitability.

The Company has experienced public policy challenges regarding the sale of soft drinks in schools,
particularly elementary, middle and high schools.
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, three 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. 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 ownership may have the

17
effect of delaying or preventing a change in control otherwise favored by the Company’s other stockholders and
could depress the stock price. It also limits other stockholders’ ability to influence corporate matters and, as a
result, the Company may take actions that the Company’s other stockholders may not view as beneficial.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties
The principal properties of the Company include its corporate headquarters, four production/distribution
facilities and 42 sales distribution centers. The Company owns two production/distribution facilities and 35 sales
distribution centers, and leases its corporate headquarters, two production/distribution facilities and 7 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 $3.9 million in 2011.
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 pursuant to a lease with a ten-year term which
expires in December 2020. Rental payments under this lease totaled $3.4 million in 2011.
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 $.5 million in 2011.
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 $.9 million in 2011.
The Company leases a 220,000 square foot sales distribution center in Lavergne, Tennessee. This lease
replaced an existing lease on a 130,000 square foot center in the first quarter of 2011. The new lease requires
monthly payments through 2026, but does not require rental payments for the first eleven months of the lease.
Rental payments under the previous lease were $.1 million for the first quarter of 2011.
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 2011.
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 2011.
The Company leases 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 $.3 million in 2011.
In the first quarter of 2011, the Company began leasing a 233,000 square foot sales distribution center in
Clayton, North Carolina which replaced the Company’s former Raleigh, North Carolina sales distribution center.
This lease requires monthly lease payments through April 2026. Rental payments under this lease totaled $.7
million in 2011.
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.

18
 The approximate percentage utilization of the Company’s production facilities is indicated below:

Production Facilities
Percentage
Location Utilization *

Charlotte, North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72%

Mobile, Alabama . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54%
Nashville, Tennessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64%
Roanoke, Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65%
* Estimated 2012 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.
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 January 31, 2012 was as follows:

Sales Distribution Facilities

Number of
Region Facilities

North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
South Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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 1,800 vehicles in the sale and distribution of the Company’s
beverage products, of which approximately 1,200 are route delivery trucks. In addition, the Company owns
approximately 185,000 beverage dispensing and vending machines for the sale of the Company’s products in the
Company’s 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. Mine Safety Disclosures

Not applicable.

19
Executive Officers of the Company
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 57, 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 56, 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 57, 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.
WILLIAM J. BILLIARD, age 45, is Vice President of Operations Finance and Chief Accounting Officer. He
was named Vice President of Operations Finance on November 1, 2010 and was appointed Chief Accounting Officer
on February 20, 2006. Previously, he was also Vice President and Corporate Controller of the Company and was first
employed by the Company 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 46, is Senior Vice President of Sales and Marketing, a position he has held
since August 2010. Previously, he was Senior Vice President, Sales, a position he held since June 2008. 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, South Carolina
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 50, 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 56, is President, BYB Brands, Inc, a wholly-owned subsidiary of the Company
that distributes and markets 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 49, is Senior Vice President, Shared Services 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

20
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.
DAVID L. HOPKINS, age 52, is Senior Vice President of Operations. He was named Senior Vice President
of Operations in May 2011. Prior to that, he was Vice President of Logistics from 2003 to 2011 and Vice President
of Operations from 1994 to 2003. He served as Vice President of Manufacturing from 1990 to 1994. His career
with the Company began in 1988 as the Roanoke Plant Manager.
UMESH M. KASBEKAR, age 54, is Senior Vice President of 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.
LAUREN C. STEELE, age 57, is Senior Vice President, Corporate Affairs, a position to which he was
appointed in March 2012. Prior to that, he was Vice President of Corporate Affairs, a position he has held since
May 1989. He is responsible for governmental, media and community relations for the Company.
MICHAEL A. STRONG, age 58, is Senior Vice President of Human Resources, a position to which he was
appointed in March 2011. Previously, he was Vice President of Human Resources, a position to which he was
appointed in December 2009. He was Region Sales Manager for the North Carolina West Region from December
2006 to November 2009. Prior to that, he served as Division Sales Manager and General Manager as well as other
key sales related positions. He joined the Company in 1985 when the Company acquired Coca-Cola Bottling
Company in Mobile, Alabama, where he began his career.

21
 PART II

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
2011 2010
High Low High Low

First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $67.38 $52.80 $61.00 $48.38

Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76.32 64.97 59.38 46.07
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69.92 53.50 54.60 45.51
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59.81 50.26 60.46 52.56
A quarterly dividend rate of $.25 per share on both Common Stock and Class B Common Stock was
maintained throughout 2010 and 2011. 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 1,
2012, was 2,953 and 10, respectively.
On March 8, 2011, 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 2010 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, 17,680 of such shares were
settled in cash to satisfy tax withholding obligations in connection with the vesting of the performance units.
On March 6, 2012, 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 2011 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, 17,680 of such shares were
settled in cash 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.
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, 2006 and ending January 1, 2012. The peer group, which is labeled “New
Peer Group” in the legend below the line graph, is comprised of Dr Pepper Snapple Group, Inc., The Coca-Cola
Company, Cott Corporation, National Beverage Corp., and PepsiCo, Inc. The Company used a peer group of
companies that included a sixth company, Coca-Cola Enterprises Inc., in the line graph comparison of five year
cumulative return included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2,
2011. The Coca-Cola Company acquired Coca-Cola Enterprises Inc. in October 2010, and the North American
operations of that company are now included in a subsidiary of The Coca-Cola Company. The line labeled “Old

22
Peer Group” in the legend below the line graph includes the performance of Coca-Cola Enterprises Inc. through
the date of its acquisition by The Coca-Cola Company as well as the performance of the five companies included
in the “New Peer Group” for the entire five-year period.
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, 2006 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.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Coca-Cola Bottling Co. Consolidated, the S&P 500 Index, Old Peer Group,
and New Peer Group
$175

$150

$125

$100

$75

$50

$25

$0
12/31/06 12/30/07 12/28/08 1/3/10 1/2/11 1/1/12
CCBCC S&P 500 Old Peer Group New Peer Group

12/31/06 12/30/07 12/28/08 1/3/10 1/2/11 1/1/12

CCBCC $100 $ 88 $68 $ 84 $ 88 $ 94
S&P 500 $100 $105 $66 $ 84 $ 97 $ 99
Old Peer Group $100 $129 $93 $118 $136 $146
New Peer Group $100 $129 $94 $118 $137 $148

23
Item 6. Selected Financial Data
The following table sets forth certain selected financial data concerning the Company for the five years ended
January 1, 2012. The data for the five years ended January 1, 2012 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) 2011 2010 2009 2008 2007
Summary of Operations
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,561,239 $1,514,599 $1,442,986 $1,463,615 $1,435,999
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 931,996 873,783 822,992 848,409 814,865
Selling, delivery and administrative expenses . . . . . . . . . . 541,713 544,498 525,491 555,728 539,251
Total costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,473,709 1,418,281 1,348,483 1,404,137 1,354,116
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,530 96,318 94,503 59,478 81,883
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,979 35,127 37,379 39,601 47,641
Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,551 61,191 57,124 19,877 34,242
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,528 21,649 16,581 8,394 12,383
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,023 39,542 40,543 11,483 21,859
Less: Net income attributable to noncontrolling
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,415 3,485 2,407 2,392 2,003
Net income attributable to Coca-Cola Bottling Co.
Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 28,608 $ 36,057 $ 38,136 $ 9,091 $ 19,856
Basic net income per share based on net income
attributable to Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.11 $ 3.93 $ 4.16 $ .99 $ 2.18
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.11 $ 3.93 $ 4.16 $ .99 $ 2.18
Diluted net income per share based on net income
attributable to Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.09 $ 3.91 $ 4.15 $ .99 $ 2.17
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.08 $ 3.90 $ 4.13 $ .99 $ 2.17
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,141 7,141 7,072 6,644 6,644
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . 2,063 2,040 2,092 2,500 2,480
Weighted average number of common shares
outstanding — assuming dilution:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,244 9,221 9,197 9,160 9,141
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . 2,103 2,080 2,125 2,516 2,497
Year-End Financial Position
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,361,170 $1,307,622 $1,283,077 $1,315,772 $1,291,799
Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,000 — — 176,693 7,400
Current portion of obligations under capital leases . . . . . . 4,574 3,866 3,846 2,781 2,602
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . 69,480 55,395 59,261 74,833 77,613
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403,219 523,063 537,917 414,757 591,450
Total equity of Coca-Cola Bottling Co. Consolidated . . . . 131,301 127,895 116,291 76,309 120,504
* 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.

24
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Revision of Prior Period Financial Statements
During the second quarter of 2011, Coca-Cola Bottling Co. Consolidated (“the Company”) identified an error
in the treatment of accrued additions for property, plant and equipment in the Consolidated Statements of Cash
Flows. The Company has revised prior period financial statements to correct this immaterial error. Refer to Note 1
Significant Accounting Policies — Revision of Prior Period Financial Statements for further details. This error
affected the year-to-date Consolidated Statements of Cash Flows and Supplemental Disclosures of Cash Flow
Information presented for each of the quarters of 2010, including the year-end consolidated financial statements
for 2010, as well as the first quarter of 2011 and resulted in an understatement of net cash provided by operating
activities and net cash used in investing activities for each of the impacted periods. This revision did not affect the
Company’s Consolidated Statements of Operations or Consolidated Balance Sheets for any of these periods. The
discussion and analysis included herein is based on the financial results (and revised Consolidated Statements of
Cash Flows) for the year ended January 2, 2011.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“M,D&A”) of Coca-Cola Bottling Co. Consolidated (the “Company”) should be read in conjunction with the
consolidated financial statements of the Company and the accompanying notes to the 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 2011.
• 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 52-week periods ended January 1, 2012 (“2011”) and January 2, 2011
(“2010”) and the 53-week period ended January 3, 2010 (“2009”). 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
primarily consists of The Coca-Cola Company’s interest in Piedmont, which was 22.7% for all periods presented.
Piedmont is the Company’s only significant subsidiary that has a noncontrolling interest. Noncontrolling
interest income of $3.4 million in 2011, $3.5 million in 2010 and $2.4 million in 2009 are 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 noncontrolling interest are shown on the Company’s consolidated statements
of operations. Noncontrolling interest primarily related to Piedmont totaled $59.9 million and $56.5 million at

25
January 1, 2012 and January 2, 2011, respectively. These amounts are shown as noncontrolling interest in the
equity section of the Company’s consolidated balance sheets.
During May 2010, Nashville, Tennessee experienced a severe rain storm which caused extensive flood
damage in the area. The Company has a production/sales distribution facility located in the flooded area. Due to
damage incurred during this flood, the Company recorded a loss of $.2 million on uninsured cold drink equipment.
This loss was offset by gains of $1.1 million for the excess of insurance proceeds received over the net book value
of production equipment damaged as a result of the flood. In 2010, the Company received $7.1 million in
insurance proceeds related to losses from the flood.

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 largest independent 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 $1.6
billion in 2011.
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. The sparkling beverage category (including energy products) represents 83% of the Company’s 2011
bottle/can net sales.
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 each of these methods.
The Coca-Cola Company acquired Coca-Cola Enterprises Inc. (“CCE”) on October 2, 2010. In connection
with the transaction, CCE changed its name to Coca-Cola Refreshments USA, Inc. (“CCR”) and transferred its
beverage operations outside of North America to an independent third party. As a result of the transaction, the
North American operations of CCE are now included in CCR. In M,D&A, references to “CCR” refer to CCR and
CCE as it existed prior to the acquisition by The Coca-Cola Company. The Coca-Cola Company had a significant
equity interest in CCE prior to the acquisition.
The Company’s net sales in the last three fiscal years by product category were as follows:
Fiscal Year
In thousands 2011 2010 2009

Bottle/can sales:
Sparkling beverages (including energy products) . . . . . . . . . . . . . . . . . . $1,052,164 $1,031,423 $1,006,356
Still beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,628 213,570 202,079
Total bottle/can sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,271,792 1,244,993 1,208,435
Other sales:
Sales to other Coca-Cola bottlers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,274 140,807 131,153
Post-mix and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,173 128,799 103,398
Total other sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289,447 269,606 234,551
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,561,239 $1,514,599 $1,442,986

26
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.

Product Innovation and Beverage Portfolio Expansion

Innovation of both new brands and packages has been and will continue to be critical to the Company’s
overall revenue. During 2008, the Company tested the 16-ounce bottle/24-ounce bottle package in select
convenience stores and introduced it companywide in 2009. New packaging introductions include the 1.25-liter
bottle in 2011, 7.5-ounce sleek can in 2010 and the 2-liter contour bottle for Coca-Cola products during 2009.
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, Bean & Body coffee beverage and Fuel in a Bottle power shots.
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 $191.9 million, $187.2 million and $188.9 million in 2011, 2010 and
2009, 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.
Distribution cost management will continue to be a key area of emphasis for the Company.
Productivity
A key driver in the Company’s selling, delivery and administrative (“S,D&A”) expense management relates
to ongoing improvements in labor productivity and asset productivity.

Overview of Operations and Financial Condition

The comparability of operating results for 2011, 2010 and 2009 is affected by one additional selling week in
2009 due to the Company’s fiscal year ending on the Sunday closest to December 31. 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.

27
 The following items also affect the comparability of the financial results presented below:
2011
• a $6.7 million pre-tax unfavorable mark-to-market adjustment to cost of sales related to the Company’s
2011 aluminum hedging program;
• a $.2 million pre-tax unfavorable mark-to-market adjustment to S,D&A expenses related to the Company’s
2011 fuel hedging program; and
• a $.9 million credit to income tax expense related to the reduction of the liability for uncertain tax positions
in 2011 due mainly to the lapse of applicable statute of limitations.
2010
• a $3.8 million pre-tax unfavorable mark-to-market adjustment to cost of sales related to the Company’s
2010 and 2011 aluminum hedging program;
• a $.9 million pre-tax favorable adjustment to cost of sales related to the gain on the replacement of flood
damaged production equipment;
• a $1.4 million pre-tax unfavorable mark-to-market adjustment to S,D&A expenses related to the
Company’s 2010 fuel hedging program;
• a $3.7 million pre-tax unfavorable adjustment to S,D&A expenses related to the impairment/accelerated
depreciation of property, plant and equipment;
• a $.5 million unfavorable adjustment to income tax expense related to the elimination of the deduction
related to the Medicare Part D subsidy; and
• a $1.7 million credit to income tax expense related to the reduction of the liability for uncertain tax
positions due mainly to the lapse of applicable statute of limitations.
2009
• a $10.5 million pre-tax favorable mark-to-market adjustment to cost of sales related to the Company’s 2010
and 2011 aluminum hedging programs;
• a $3.6 million pre-tax favorable mark-to-market adjustment to S,D&A expenses related to the Company’s
2010 and 2009 fuel 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 statute of limitations; and
• a $1.7 million credit to income tax expense related to an agreement with a tax authority to settle certain
prior tax positions.
The following overview is a summary of key information concerning the Company’s financial results for
2011 compared to 2010 and 2009.
Fiscal Year
In thousands (except per share data) 2011 2010 2009

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,561,239 $1,514,599 $1,442,986

Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629,243 640,816 619,994
S,D&A expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 541,713 544,498 525,491
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,530 96,318 94,503
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,979 35,127 37,379
Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,551 61,191 57,124
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,528 21,649 16,581
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,023 39,542 40,543
Net income attributable to the Company . . . . . . . . . . . . . . . . 28,608 36,057 38,136

28
 Fiscal Year
In thousands (except per share data) 2011 2010 2009

Basic net income per share:

Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.11 $3.93 $4.16
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.11 $3.93 $4.16
Diluted net income per share:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.09 $3.91 $4.15
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.08 $3.90 $4.13
The Company’s net sales grew 8.2% from 2009 to 2011. The net sales increase was primarily due to an
increase in bottle/can volume and a $22.2 million increase in sales of the Company’s own brand portfolio. The
increase in sales of the Company’s own brand portfolio was primarily due to the distribution by CCR of the
Company’s Tum-E Yummies products beginning in the first quarter of 2010. Overall bottle/can volume increased
by 4.7% including a 1.9% increase in sparkling beverages and a 22.7% increase in still beverages.
Gross margin dollars increased 1.5% from 2009 to 2011. The Company’s gross margin as a percentage of net
sales decreased from 43.0% in 2009 to 40.3% in 2011. The decrease in gross margin percentage was primarily due
to increases in raw material costs and the aluminum hedging program partially offset by an increase in bottle/can
sales prices.
The following inputs represent a substantial portion of the Company’s total cost of goods sold: (1) sweeteners,
(2) packaging materials, including plastic bottles and aluminum cans, and (3) full goods purchased from other
vendors. The Company anticipates that the cost of the underlying commodities related to these inputs will continue to
face upward pressure and gross margins on all categories of products will be lower throughout 2012 compared to
2011 due to the impact of these rising commodity costs unless they can be offset by price increases.
S,D&A expenses increased 3.1% from 2009 to 2011. The increase in S,D&A expenses was primarily the
result of increases in employee salaries (normal salary increases); bonus, incentive and other performance pay
initiatives; marketing expenses; fuel expense; professional fees and payments to employees participating in the
Company auto allowance program (implemented in phases beginning in the second quarter of 2009). The increases
in S,D&A expenses were offset by decreases in bad debt expense, property and casualty insurance expense and
employee benefits costs primarily due to decreased pension expense. Depreciation and amortization expenses were
basically flat from 2009 to 2011 with the decrease due to the auto allowance program offset by increases primarily
due to increased purchases of refurbished vending machines with shorter useful lives, amortization from software
projects and two additional capital leases entered into during the first quarter of 2011.
Net interest expense decreased 3.7% in 2011 compared to 2009. The decrease was primarily due to lower
borrowing levels. The Company’s overall weighted average interest rate on its debt and capital lease obligations
increased to 6.0% during 2011 from 5.8% during 2009. This increase is the result of the conversion of one of the
Company’s capital leases from a floating rate to a fixed rate in late 2010, combined with the Company’s use of
short-term borrowings in 2009 at low variable rates relative to the fixed rates on the Company’s Senior Debt.
Income tax expense increased 17.8% from 2009 to 2011. The increase was primarily due to a lower reduction
in the liability for uncertain tax positions. The Company’s effective tax rate, as calculated by dividing income tax
expense by income before income taxes, was 37.9% for 2011 compared to 29.0% for 2009. The effective tax rates
differ from statutory rates as a result of adjustments to the liability for uncertain tax positions, adjustments to the
deferred tax asset valuation allowance and permanent items. The Company’s effective tax rate, as calculated by
dividing income tax expense by the difference of income before income taxes less net income attributable to
noncontrolling interest, was 40.6% for 2011 compared to 30.3% for 2009.

29
 Net debt and capital lease obligations at fiscal year ends were as follows:
Jan. 1, Jan. 2, Jan. 3,
In thousands 2012 2011 2010
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $523,219 $523,063 $537,917
Capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,054 59,261 63,107
Total debt and capital lease obligations . . . . . . . . . . . . . . . . . . . . . 597,273 582,324 601,024
Less: Cash, cash equivalents and restricted cash . . . . . . . . . . . . . . 93,758 49,372 22,270
Total net debt and capital lease obligations(1) . . . . . . . . . . . . . . . . $503,515 $532,952 $578,754

(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 evaluating 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 2011. 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.

Allowance for Doubtful Accounts

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

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 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.

30
 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.
During 2011, the Company performed a review of property, plant and equipment and determined there was
no impairment to be recorded.
During 2010, the Company performed a review of property, plant and equipment. As a result of this review,
$.9 million was recorded to impairment expense for five Company-owned sales distribution centers held-for-sale.
The Company also recorded accelerated depreciation of $.5 million for certain other property, plant and equipment
which was replaced in the first quarter of 2011. During 2010, the Company also determined the warehouse
operations in Sumter, South Carolina would be relocated to other facilities and recorded impairment and
accelerated depreciation of $2.2 million for the value of equipment and real estate related to the Sumter, South
Carolina property.

Franchise Rights
The Company considers franchise rights with The Coca-Cola Company and other beverage companies to be
indefinite lived because the agreements are perpetual or, when 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.

Impairment Testing of Franchise Rights and Goodwill

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, the Company utilizes 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. After
completing these analyses, there was no impairment of the Company’s recorded franchise rights in 2011, 2010 or
2009. 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 considering 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.

31
 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 2011, 2010 or
2009. The Company does not believe that the reporting unit is at risk of impairment in the future. The 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 2011 annual test date.

Income Tax Estimates

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 the statute 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 net favorable adjustments to its liability for uncertain tax positions in 2011, 2010
and 2009 primarily as a result of the expiration of the statute of limitations.

Revenue Recognition
Revenues are recognized when finished products are delivered to customers and both title and the risks and
benefits of ownership are transferred, price is fixed and determinable, collection is reasonably assured and, in the
case of full service vending, when cash is collected from the vending machines. Appropriate provision is made for
uncollectible accounts.
The Company receives service fees from The Coca-Cola Company related to the delivery of fountain syrup
products to The Coca-Cola Company’s fountain customers. In addition, the Company receives service fees from
The Coca-Cola Company related to the repair of fountain equipment owned by The Coca-Cola Company. The fees
received from The Coca-Cola Company for the delivery of fountain syrup products to their customers and the
repair of their fountain equipment are recognized as revenue when the respective services are completed. Service
revenue only represents approximately 1% of net sales.
Revenues do not include sales or other taxes collected from customers.

Risk Management Programs

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

32
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 1, 2012, these letters of credit totaled $20.8 million. The Company was required to maintain
$4.5 million of restricted cash for letters of credit beginning in the second quarter of 2009. This was reduced to
$3.5 million in the second quarter of 2010 and to $3.0 million in the second quarter of 2011. The requirement to
maintain restricted cash for these letters of credit has been eliminated in the first quarter of 2012.

Pension and Postretirement Benefit Obligations

The Company sponsors pension plans covering certain 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
discount rate used in determining the actuarial present value of the projected benefit obligation for the Company’s
pension plans was 5.18% in 2011 and 5.50% in 2010. 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 nonunion plan effective June 30, 2006.
Annual pension costs were $2.9 million expense in 2011, $5.7 million expense in 2010, and $11.2 million expense in
2009. The decrease in pension plan expense in 2011 compared to 2010 is primarily due to change in mortality
assumption offset by a change in amortization period for future benefits. The decrease in pension plan expense in
2010 compared to 2009 is primarily due to investment returns in 2009 that exceeded the expected rate of return.
Annual pension expense is estimated to be approximately $3.5 million in 2012.
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

Increase (decrease) in:

Projected benefit obligation at January 1, 2012 . . . . . . . . . . . . . . . . . . . $(9,502) $10,084
Net periodic pension cost in 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (220) 220
The weighted average expected long-term rate of return of plan assets was 7% for 2011 and 8% for 2010 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 1,
2012 and January 2, 2011, and the weighted average expected long-term rate of return of each asset type. The actual
return of pension plan assets were gains of 0.9% for 2011, 12.10% for 2010 and 24.5% for 2009.
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,

33
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 5.25% in 2010 and 4.94% in 2011. The discount rate for
2010 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. The discount rate for 2011 was derived using the Aon/Hewitt
AA above median yield curve. Projected benefit payouts for each plan were matched to the Citigroup Pension
Discount Curve for 2010 and to the Aon/Hewitt AA above median yield curve for 2011 and an equivalent flat
discount rate was derived. The Company believes that the Aon/Hewitt AA above median yield curve provides a
better estimate of the Company’s liabilities relative to assets that would be purchased to settle such liabilities.
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 1, 2012 . . . . . . . . . . . . . . $(1,777) $1,863
Service cost and interest cost in 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . (15) 17
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 1, 2012 . . . . . . . . . . . . . . . . . $7,671 $(6,880)
Service cost and interest cost in 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 481 (477)

New Accounting Pronouncements

Recently Adopted Pronouncements
In January 2010, the Financial Accounting Standards Board (“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. The new guidance was effective for 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 was effective for the Company in the first quarter of 2011. The Company’s adoption of this new guidance
did not have a material impact on the Company’s consolidated financial statements.
In September 2011, the FASB issued new guidance which requires additional disclosures about an employer’s
participating in multi-employer pension plans. The new guidance is effective for annual periods ending after
December 15, 2011. The Company’s adoption of this new guidance did not have a material impact on the
Company’s consolidated financial statements.

Recently Issued Pronouncements

In June 2011, the FASB amended its guidance on the presentation of comprehensive income in financial
statements to improve the comparability, consistency and transparency of financial reporting and to increase the

34
prominence of items that are recorded in other comprehensive income. The new accounting guidance requires
entities to report components of comprehensive income in either a continuous statement of comprehensive income
or two separate but consecutive statements. The provisions of this new guidance are effective for fiscal years, and
interim periods within those years, beginning after December 15, 2011. The Company expects that a new
statement of comprehensive income will be presented in future consolidated financial statements instead of the
current reporting of comprehensive income in the consolidated statement of stockholders’ equity.
In September 2011, the FASB issued new guidance relative to the test for goodwill impairment. The new
guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to
perform the two-step goodwill impairment test. The new guidance is effective for annual and interim goodwill
impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. The
Company does not expect the requirements of this new guidance to have a material impact on the Company’s
consolidated financial statements.

Results of Operations
2011 Compared to 2010
A summary of the Company’s financial results for 2011 and 2010 follows:
Fiscal Year
In thousands (except per share data) 2011 2010 Change % Change

Net sales . . . . . . . . . . . . . . . . . . . . . . . . $1,561,239 $1,514,599 $ 46,640 3.1

Gross margin . . . . . . . . . . . . . . . . . . . . 629,243(1) 640,816(4)(5) (11,573) (1.8)
S,D&A expenses . . . . . . . . . . . . . . . . . 541,713(2) 544,498(6)(7) (2,785) (0.5)
Interest expense, net . . . . . . . . . . . . . . . 35,979 35,127 852 2.4
Income before taxes . . . . . . . . . . . . . . . 51,551 61,191 (9,640) (15.8)
Income tax expense . . . . . . . . . . . . . . . 19,528(3) 21,649(8) (2,121) (9.8)
Net income . . . . . . . . . . . . . . . . . . . . . . 32,023(1)(2)(3) 39,542(4)(5)(6)(7)(8) (7,519) (19.0)
Net income attributable to
noncontrolling interest . . . . . . . . . . . 3,415 3,485 (70) (2.0)
Net income attributable to Coca-Cola
Bottling Co. Consolidated . . . . . . . . . 28,608(1)(2)(3) 36,057(4)(5)(6)(7)(8) (7,449) (20.7)
Basic net income per share:
Common Stock . . . . . . . . . . . . . . . . . $ 3.11 $ 3.93 $ (.82) (20.9)
Class B Common Stock . . . . . . . . . . $ 3.11 $ 3.93 $ (.82) (20.9)
Diluted net income per share:
Common Stock . . . . . . . . . . . . . . . . . $ 3.09 $ 3.91 $ (.82) (21.0)
Class B Common Stock . . . . . . . . . . $ 3.08 $ 3.90 $ (.82) (21.0)
(1) Results in 2011 included an unfavorable mark-to-market adjustment of $6.7 million (pre-tax), or $4.0 million
after tax, related to the Company’s aluminum hedging program, which was reflected as an increase in cost of
sales.
(2) Results in 2011 included an unfavorable mark-to market adjustment of $0.2 million (pre-tax), or $0.1 million
after tax, related to the Company’s fuel hedging program, which was reflected as an increase in S,D&A
expenses.
(3) Results in 2011 included a credit of $0.9 million related to the reduction of the Company’s liability for
uncertain tax positions mainly due to the lapse of applicable statute of limitations, which was reflected as a
reduction to the income tax provision.
(4) Results in 2010 included an unfavorable mark-to-market adjustment of $3.8 million (pre-tax), or $2.3 million
after tax, related to the Company’s aluminum hedging program, which was reflected as an increase in cost of
sales.
(5) Results in 2010 included a credit of $.9 million (pre-tax), or $.6 million after tax, related to the gain on the
replacement of flood damaged equipment, which was reflected as a reduction in cost of sales.

35
(6) Results in 2010 included an unfavorable mark-to-market adjustment of $1.4 million (pre-tax), or $0.9 million
after tax, related to the Company’s fuel hedging program, which was reflected as an increase in S,D&A
expenses.
(7) Results in 2010 included a debit of $3.7 million (pre-tax), or $2.2 million after tax, related to the impairment/
accelerated depreciation of property, plant and equipment, which was reflected as an increase in S,D&A
expenses.
(8) Results in 2010 included a credit of $1.7 million related to the reduction of the Company’s liability for
uncertain tax positions mainly due to the lapse of applicable statute of limitations, which was reflected as a
reduction to the income tax provision and a debit of $.5 million related to the impact of the change in the tax
law eliminating the tax deduction for Medicare Part D subsidy, which was reflected as an increase to the
income tax provision.

Net Sales
Net sales increased $46.6 million, or 3.1%, to $1.56 billion in 2011 compared to $1.51 billion in 2010.
This increase was principally attributable to the following:
Amount Attributable to:
(In millions)
$23.1 1.8% increase in bottle/can sales price per unit primarily due to an increase in sales price
per unit in sparkling beverages (except energy products) and a change in product mix due
to a higher percentage of still beverages sold, which have a higher sales price per unit
partially offset by a decrease in sales price per unit of still beverages
6.6 4.6% increase in sales price per unit of sales to other Coca-Cola bottlers primarily due to
an increase in sales price per unit in all product categories except energy products
7.9 Increase in freight revenue
3.7 .3% increase in bottle/can volume primarily due to a volume increase in still beverages
partially offset by a volume decrease in sparkling beverages except energy products
3.7 5.0% increase in post-mix sales volume
3.4 Increase in sales of the Company’s own brand portfolio (primarily Tum-E Yummies)
1.7 2.2% increase in post-mix sales price per unit
(1.2) .9% decrease in sales volume to other Coca-Cola bottlers primarily due to volume
decreases in sparkling beverages
(2.3) Other
$46.6 Total increase in net sales

In 2011, the Company’s bottle/can sales to retail customers accounted for 81.5% of 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 sales price per unit of sparkling beverages and the volume decrease in sparkling beverages in
2011 were primarily the result of an event that occurred in 2010 which was not repeated in 2011. During all of the
second quarter of 2010, the Company’s largest customer, Wal-Mart Stores, Inc., had a promotion on 24-pack
12-ounce cans which increased overall 12-ounce sparkling can sales volume and overall bottle/can volume in 2010
while lowering sparkling sales price per unit as 24-pack 12-ounce cans have a lower sales price per unit than other
sparkling beverages.

36
 Product category sales volume in 2011 and 2010 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 2011 2010 % Increase (Decrease)

Sparkling beverages (including energy products) . . . . . . . . . . 84.1% 85.0% (0.7)

Still beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.9% 15.0% 6.1
Total bottle/can volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 0.3

The Company’s products are sold and distributed through various channels. They include selling directly to
retail stores and other outlets such as food markets, institutional accounts and vending machine outlets. During
2011, approximately 69% of the Company’s bottle/can volume was sold for future consumption, while 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 21% of the Company’s total bottle/can volume and
approximately 15% of the Company’s total net sales during 2011. The Company’s second largest customer,
Food Lion, LLC, accounted for approximately 9% of the Company’s total bottle/can volume and approximately
7% of the Company’s total net sales during 2011. All of the Company’s beverage sales are to customers in the
United States.
The Company recorded delivery fees in net sales of $7.1 million in 2011 and $7.5 million in 2010. These fees
are used to offset a portion of the Company’s delivery and handling costs.

Cost of Sales
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 increased 6.7%, or $58.2 million, to $932.0 million in 2011 compared to $873.8 million in 2010.
This increase in cost of sales was principally attributable to the following:
Amount Attributable to:
(In millions)
$45.3 Increases in raw material costs such as plastic bottles
7.4 Increase in freight cost of sales
(3.9) Increase in marketing funding support received primarily from The Coca-Cola Company
2.5 5.0% increase in post-mix sales volume
2.1 .3% increase in bottle/can volume primarily due to a volume increase in still beverages
that was partially offset by a decrease in sparkling beverages (except energy products)
1.3 Increase in sales of the Company’s own brand portfolio (primarily Tum-E Yummies)
(1.1) .9% decrease in sales volume to other Coca-Cola bottlers primarily due to decreases in
sparkling beverages
0.9 Gain on the replacement of flood damaged production equipment in 2010
(0.4) Decrease in cost due to the Company’s aluminum hedging program
4.1 Other
$58.2 Total increase in cost of sales

The following inputs represent a substantial portion of the Company’s total cost of goods sold:
(1) sweeteners, (2) packaging materials, including plastic bottles and aluminum cans, and (3) full goods purchased
from other vendors. The Company anticipates that the cost of the underlying commodities related to these inputs

37
will continue to face upward pressure and gross margins on all categories of products will be lower throughout
2012 compared to 2011 due to the impact of these rising commodity costs unless they can be offset by price
increases.
The Company entered into an agreement (the “Incidence Pricing Agreement”) in 2008 with The Coca-Cola
Company to test an incidence-based concentrate pricing model for 2008 for all Coca-Cola Trademark Beverages
and Allied Beverages for which the Company purchases concentrate from The Coca-Cola Company. During the
term of the Incidence Pricing Agreement, the pricing of the concentrates for the Coca-Cola Trademark Beverages
and Allied Beverages is governed by the Incidence Pricing Agreement rather than the Cola and Allied Beverage
Agreements. The concentrate price under the Incidence Pricing Agreement is impacted by a number of factors
including the Company’s pricing of finished products, the channels in which the finished products are sold and
package mix. The Coca-Cola Company must give the Company at least 90 days written notice before changing the
price the Company pays for the concentrate. The Incidence Pricing Agreement has been extended through
December 31, 2013.
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 the Company’s customers for marketing programs, was
$57.5 million in 2011 compared to $53.6 million in 2010.
The Company’s production facility located in Nashville, Tennessee was damaged by a flood in May 2010.
The Company recorded a gain of $.9 million from the replacement of production equipment damaged by the flood.
The gain was based on replacement value insurance coverage that exceeded the net book value of the damaged
production equipment.

Gross Margin
Gross margin dollars decreased 1.8%, or $11.6 million, to $629.2 million in 2011 compared to $640.8 million
in 2010. Gross margin as a percentage of net sales decreased to 40.3% in 2011 from 42.3% in 2010.

38
 This decrease in gross margin was principally attributable to the following:
Amount Attributable to:
(In millions)
$(45.3) Increases in raw material costs such as plastic bottles
23.1 1.8% increase in bottle/can sales price per unit primarily due to an increase in sales price
per unit in sparkling beverages (except energy products) and a change in product mix due
to a higher percentage of still beverages sold, which have a higher sales price per unit
partially offset by a decrease in sales price per unit of still beverages
6.6 4.6% increase in sales price per unit of sales to other Coca-Cola bottlers primarily due to
an increase in sales price per unit in all product categories except energy products
3.9 Increase in marketing funding support received primarily from The Coca-Cola Company
2.1 Increase in sales of the Company’s own brand portfolio (primarily Tum-E Yummies)
1.7 2.2% increase in post-mix sales price per unit
1.6 .3% increase in bottle/can volume primarily due to a volume increase in still beverages
partially offset by a decrease in sparkling beverages except energy products
1.2 5.0% increase in post-mix sales volume
(0.9) Gain on the replacement of flood damaged production equipment in 2010
0.5 Increase in freight gross margin
0.4 Decrease in cost due to the Company’s aluminum hedging program
(0.1) .9% decrease in sales volume to other Coca-Cola bottlers primarily due to volume
decreases in sparkling beverages
(6.4) Other
$(11.6) Total decrease in gross margin

The decrease in gross margin percentage was primarily due to higher costs of raw materials that were
partially offset by higher bottle/can sales prices per unit.
The Company’s gross margins may not be comparable to other peer companies, since some of them include
all costs related to their distribution network in cost of sales. The Company includes a portion of these costs in
S,D&A expenses.

S,D&A Expenses
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 $2.8 million, or .5%, to $541.7 million in 2011 from $544.5 million in 2010.
S,D&A expenses as a percentage of sales decreased to 34.7% in 2011 from 35.9% in 2010.

39
 This decrease in S,D&A expenses was principally attributable to the following:
Amount Attributable to:
(In millions)
$(3.7) Decrease in impairment/accelerated depreciation of property, plant and equipment
($3.7 million in 2010)
(2.5) Decrease in bonus expense, incentive expense and other performance pay initiatives due to
the Company’s financial performance
2.3 Increase in marketing expense primarily due to various marketing programs
(2.2) Decrease in property and casualty insurance expense primarily due to a decrease in auto
and workers’ compensation claims
1.9 Increase in employee salaries primarily due to normal salary increases
1.8 Increase in depreciation and amortization of property, plant and equipment primarily due
to increased purchases of refurbished vending machines with shorter useful lives,
increased amortization from software projects and two additional capital leases entered
into the first quarter of 2011
0.7 Increase in fuel costs related to the movement of finished goods from sales distribution
centers to customer locations
(0.6) Decrease in loss on sale of property, plant and equipment
(0.5) Decrease in professional fees primarily due to consulting project support in 2010
0.5 Increase in bad debt expense
0.2 Increase in employee benefit costs primarily due to increased medical insurance (active
and retiree) offset by decreased pension expense
(0.7) Other
$(2.8) 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
$191.9 million and $187.2 million in 2011 and 2010, respectively.
The net impact of the Company’s fuel hedging program was to increase fuel costs by $.6 million and
$1.7 million in 2011 and 2010, respectively.
During 2010, the Company performed a review of property, plant and equipment. As a result of this review,
$.9 million was recorded to impairment expense for five Company-owned sales distribution centers held-for-sale.
The Company also recorded accelerated depreciation of $.5 million for certain other property, plant and equipment
which was replaced in the first quarter of 2011. During 2010, the Company also determined the warehouse
operations in Sumter, South Carolina would be relocated to other facilities and recorded impairment and
accelerated depreciation of $2.2 million for the value of equipment and real estate related to the Sumter, South
Carolina property.
The Company’s expense recorded in S,D&A expenses related to the two Company-sponsored pension plans
decreased by $2.4 million from $4.9 million in 2010 to $2.5 million in 2011.
The Company provides a 401(k) Savings Plan for substantially all of the Company’s full-time employees who
are not covered by a collective bargaining agreement. The Company matched the first 3% of participants’
contributions for 2010 and 2011. The Company maintained the option to increase the Company’s matching
contributions by up to an additional 2%, for a total of 5%, based on the Company’s financial results. Based on the
Company’s financial results, the Company decided to increase the matching contributions for the additional 2% for

40
the entire year of 2010. The Company made these additional contribution payments for each quarter in 2010 in the
following quarter concluding with the fourth quarter of 2010 payment being made in the first quarter of 2011.
Based on the Company’s financial results, the Company decided to increase the matching contributions for the
additional 2% for the entire year of 2011. The 2% matching contributions have been accrued during 2011. The
Company made the additional contribution payment for 2011 in the first quarter of 2012. The total cost, including
the 2% matching contributions, for this benefit was $7.5 million and $7.6 million in 2011 and 2010, respectively.
During the first quarter of 2012, the Company decided to change the Company’s matching from fixed to
discretionary and no longer match the first 3% of the participant’s contributions. The Company maintains the
option to make matching contributions for eligible participants of up to 5% based on the Company’s financial
results in the future.

Interest Expense
Net interest expense increased 2.4%, or $.9 million in 2011 compared to 2010. The increase was primarily
due to the Company entering into two new capital leases in the first quarter of 2011. The Company’s overall
weighted average interest rate on its debt and capital lease obligations increased to 6.0% during 2011 from 5.9%
during 2010. This increase is the result of the conversion of one of the Company’s capital leases from a floating
rate to a fixed rate in late 2010, combined with the Company’s use of short-term borrowings in 2010 at low
variable rates relative to the fixed rates on the Company’s Senior Debt. See the “Liquidity and Capital Resources
— Hedging Activities — Interest Rate Hedging” section of M,D&A for additional information.

Income Taxes
The Company’s effective tax rate, as calculated by dividing income tax expense by income before income
taxes, for 2011 and 2010 was 37.9% and 35.4%, respectively. The increase in the effective tax rate for 2011
resulted primarily from a comparatively lower reduction in the liability for uncertain tax positions and an increase
to the valuation allowance in 2011 as compared to 2010. The Company’s effective tax rate, as calculated by
dividing income tax expense by the difference of income before income taxes minus net income attributable to
noncontrolling interest, for 2011 and 2010 was 40.6% and 37.5%, respectively.
In the third quarter of 2010, the Company reduced its liability for uncertain tax positions by $1.7 million. The
net effect of the adjustment was a decrease to income tax expense of approximately $1.7 million. The reduction of
the liability for uncertain tax positions was due mainly to the lapse of the applicable statute of limitations. In the
third quarter of 2011, the Company reduced its liability for uncertain tax positions by $.9 million. The net effect of
the adjustment was a decrease to income tax expense. The reduction of the liability for uncertain tax positions was
due mainly to the lapse of the applicable statute of limitations. See Note 14 to 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 noncontrolling interest of $3.4 million in 2011 compared to
$3.5 million in 2010 primarily related to the portion of Piedmont owned by The Coca-Cola Company.

2010 Compared to 2009

The comparability of operating results for 2010 to the operating results for 2009 is affected by one additional
selling week in 2009 due to the Company’s fiscal year ending on the Sunday closest to December 31. 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.

41
 A summary of the Company’s financial results for 2010 and 2009 follows:

Fiscal Year
In thousands (except per share data) 2010 2009 Change % Change

Net sales . . . . . . . . . . . . . . . . . . . . . . . . $1,514,599 $1,442,986 $71,613 5.0

Gross margin . . . . . . . . . . . . . . . . . . . . 640,816(1)(2) 619,994(6) 20,822 3.4
S,D&A expenses . . . . . . . . . . . . . . . . . 544,498(3)(4) 525,491(7) 19,007 3.6
Interest expense, net . . . . . . . . . . . . . . . 35,127 37,379 (2,252) (6.0)
Income before taxes . . . . . . . . . . . . . . . 61,191 57,124 4,067 7.1
Income tax expense . . . . . . . . . . . . . . . 21,649(5) 16,581(8) 5,068 30.6
Net income . . . . . . . . . . . . . . . . . . . . . . 39,542(1)(2)(3)(4)(5) 40,543(6)(7)(8) (1,001) (2.5)
Net income attributable to
noncontrolling interest . . . . . . . . . . . 3,485 2,407 1,078 44.8
Net income attributable to Coca-Cola
Bottling Co. Consolidated . . . . . . . . 36,057(1)(2)(3)(4)(5) 38,136(6)(7)(8) (2,079) (5.5)
Basic net income per share:
Common Stock . . . . . . . . . . . . . . . . . $ 3.93 $ 4.16 $ (.23) (5.5)
Class B Common Stock . . . . . . . . . . $ 3.93 $ 4.16 $ (.23) (5.5)
Diluted net income per share:
Common Stock . . . . . . . . . . . . . . . . . $ 3.91 $ 4.15 $ (.24) (5.8)
Class B Common Stock . . . . . . . . . . $ 3.90 $ 4.13 $ (.23) (5.6)
(1) Results in 2010 included an unfavorable mark-to-market adjustment of $3.8 million (pre-tax), or $2.3 million
after tax, related to the Company’s aluminum hedging program, which was reflected as an increase in cost of
sales.
(2) Results in 2010 included a credit of $.9 million (pre-tax), or $.6 million after tax, related to the gain on the
replacement of flood damaged equipment, which was reflected as a reduction in cost of sales.
(3) Results in 2010 included an unfavorable mark-to-market adjustment of $1.4 million (pre-tax), or $0.9 million
after tax, related to the Company’s fuel hedging program, which was reflected as an increase in S,D&A
expenses.
(4) Results in 2010 included a debit of $3.7 million (pre-tax), or $2.2 million after tax, related to the impairment/
accelerated depreciation of property, plant and equipment, which was reflected as an increase in S,D&A
expenses.
(5) Results in 2010 included a credit of $1.7 million related to the reduction of the Company’s liability for
uncertain tax positions mainly due to the lapse of applicable statute of limitations, which was reflected as a
reduction to the income tax provision and a debit of $.5 million related to the impact of the change in the tax
law eliminating the tax deduction for Medicare Part D subsidy, which was reflected as an increase to the
income tax provision.
(6) Results in 2009 included a favorable mark-to-market adjustment of $10.5 million (pre-tax), or $6.4 million
after tax, related to the Company’s aluminum hedging program, which was reflected as a reduction in cost of
sales.
(7) Results in 2009 included a favorable mark-to-market adjustment of $3.6 million (pre-tax), or $2.2 million
after tax, related to the Company’s fuel hedging program, which was reflected as a reduction in S,D&A
expenses.
(8) Results in 2009 included a credit of $1.7 million related to the Company’s agreement with a 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 statute of limitations, which was reflected as a reduction to the income tax provision.

42
 Net Sales
Net sales increased $71.6 million, or 5.0%, to $1.51 billion in 2010 compared to $1.44 billion in 2009.
This increase in net sales was principally attributable to the following:
Amount Attributable to:
(In millions)
$52.8 4.4% increase in bottle/can volume primarily due to a volume increase in all beverages
18.8 Increase in sales of the Company’s own brand portfolio (primarily Tum-E Yummies)
(16.2) 1.3% decrease in bottle/can sales price per unit primarily due to lower per unit prices in all
product categories except diet sparkling beverages
6.1 4.5% increase in sales price per unit for sales to other Coca-Cola bottlers
3.6 2.7% increase in sales volume to other Coca-Cola bottlers primarily due to an increase in
still beverages
1.8 Increase in fees to facilitate distribution of certain brands
1.3 1.8% increase in sales price per unit for post-mix sales
3.4 Other
$71.6 Total increase in net sales

The immediate consumption business sales volume increased by 4.7% driven by the Company’s 16/24 ounce
convenience store strategy and the Company’s focus on on-premise accounts. Future consumption business sales
volume increased by 4.2% primarily due to volume increases in the food stores.
In 2010, the Company’s bottle/can sales to retail customers accounted for 82% of 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 decrease in the Company’s bottle/can net price per unit in 2010
compared to 2009 was primarily due to sales price decreases in all product categories, except diet sparkling
beverages.
The decrease in sales price per unit of sparkling beverages and the volume increase in sparkling beverages in
2010 were also the result of an event that occurred in 2010 which did not occur in 2009. During all of the second
quarter of 2010, the Company’s largest customer, Wal-Mart Stores, Inc., had a promotion on 24-pack 12-ounce
cans which increased overall 12-ounce sparkling cans sales volume and overall bottle/can volume in 2010 while
lowering sparkling sales price per unit as 24-pack 12-ounce cans have a lower sales price per unit than other
sparkling beverages.
Product category sales volume in 2010 and 2009 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 2010 2009 % Increase

Sparkling beverages (including energy products) . . . . . . . . . . 85.0% 86.5% 2.6

Still beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.0% 13.5% 15.7
Total bottle/can volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0% 4.4

The Company’s products are sold and distributed through various channels. They include selling directly to
retail stores and other outlets such as food markets, institutional accounts and vending machine outlets. During
2010, 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 24% of the Company’s total bottle/can volume and
approximately 17% of the Company’s total net sales during 2010. The Company’s second largest customer, Food

43
Lion, LLC, accounted for approximately 10% of the Company’s total bottle/can volume and approximately 7% of
the Company’s total net sales during 2010. All of the Company’s beverage sales are to customers in the United
States.
The Company recorded delivery fees in net sales of $7.5 million in 2010 and $7.8 million in 2009. These fees
are used to offset a portion of the Company’s delivery and handling costs.

Cost of Sales
Cost of sales increased 6.2%, or $50.8 million, to $873.8 million in 2010 compared to $823.0 million in 2009.
This increase in cost of sales was principally attributable to the following:
Amount Attributable to:
(In Millions)
$31.1 4.4% increase in bottle/can volume primarily due to a volume increase in all beverages
(18.9) Decrease in raw material costs such as concentrate, aluminum and high fructose corn
syrup
13.5 Increase in cost due to the Company’s aluminum hedging program
12.6 Increase in sales of the Company’s own brand portfolio (primarily Tum-E Yummies)
3.4 2.7% increase in sales volume to other Coca-Cola bottlers primarily due to an increase in
still beverages
1.0 Decrease in marketing funding support received primarily from The Coca-Cola Company
(0.9) Gain on the replacement of flood damaged production equipment
9.0 Other
$50.8 Total increase in cost of sales

The Company entered into the Incidence Pricing Agreement with The Coca-Cola Company to test an
incidence-based concentrate pricing model for 2008 for all Coca-Cola Trademark Beverages and Allied Beverages
for which the Company purchases concentrate from The Coca-Cola Company. During the term of the Incidence
Pricing Agreement, the pricing of the concentrates for the Coca-Cola Trademark Beverages and Allied Beverages
is governed by the Incidence Pricing Agreement rather than the Cola and Allied Beverage Agreements. The
concentrate price under the Incidence Pricing Agreement is impacted by a number of factors including the
Company’s pricing of finished products, the channels in which the finished products are sold and package mix.
The Coca-Cola Company must give the Company at least 90 days written notice before changing the price the
Company pays for the concentrate. For 2009 and 2010, the Company continued to utilize the incidence pricing
model.
Total marketing funding support from The Coca-Cola Company and other beverage companies, which
includes direct payments to the Company and payments to the Company’s customers for marketing programs, was
$53.6 million in 2010 compared to $54.6 million in 2009.
The Company’s production facility located in Nashville, Tennessee was damaged by a flood in May 2010.
The Company recorded a gain of $.9 million from the replacement of production equipment damaged by the flood.
The gain was based on replacement value insurance coverage that exceeded the net book value of the damaged
production equipment.

Gross Margin
Gross margin dollars increased 3.4%, or $20.8 million, to $640.8 million in 2010 compared to $620.0 million
in 2009. Gross margin as a percentage of net sales decreased to 42.3% in 2010 from 43.0% in 2009.

44
 This increase in gross margin was principally attributable to the following:
Amount Attributable to:
(In millions)
$21.7 4.4% increase in bottle/can volume primarily due to a volume increase in all beverages
18.9 Decrease in raw material costs such as concentrate, aluminum and high fructose corn
syrup
(16.2) 1.3% decrease in bottle/can sales price per unit primarily due to lower per unit prices in all
product categories except diet sparkling beverages
(13.5) Increase in cost due to the Company’s aluminum hedging program
6.2 Increase in sales of the Company’s own brand portfolio (primarily Tum-E Yummies)
6.1 4.5% increase in sales price per unit for sales to other Coca-Cola bottlers
1.4 Increase in fees to facilitate distribution of certain brands
1.3 1.8% increase in sales price per unit for post-mix sales
(1.0) Decrease in marketing funding support received primarily from The Coca-Cola Company
0.9 Gain on the replacement of flood damaged production equipment
0.2 2.7% increase in sales volume to other Coca-Cola bottlers primarily due to an increase in
still beverages
(5.2) Other
$20.8 Total increase in gross margin

The decrease in gross margin percentage was primarily due to lower sales price per bottle/can unit and
increased cost due to the Company’s aluminum hedging program.

S,D&A Expenses
S,D&A expenses increased by $19.0 million, or 3.6%, to $544.5 million in 2010 from $525.5 million in 2009.
S,D&A expenses as a percentage of sales decreased to 35.9% in 2010 from 36.4% in 2009.
This increase in S,D&A expenses was principally attributable to the following:
Amount Attributable to:
(In millions)
$ 7.2 Payments to employees participating in Company auto allowance program (implemented
in phases beginning in the second quarter of 2009)
5.3 Increase in employee salaries including bonus and incentive expense
4.9 Increase in fuel costs primarily due to mark-to-market adjustment on fuel hedging ($3.6
million gain in 2009 as compared to $1.4 million loss in 2010)
(3.9) Decrease in employee benefit costs primarily due to decreased pension expense
3.7 Impairment/accelerated depreciation of property, plant and equipment
(3.5) Decrease in property and casualty insurance expense
2.7 Increase in professional fees primarily due to consulting project support
(2.6) Decrease in bad debt expense due to improvement in customer trade receivable portfolio
performance
2.1 Increase in marketing expense
(2.0) Decrease in depreciation expense primarily due to new auto allowance program
5.1 Other
$19.0 Total increase in S,D&A expenses

45
 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
$187.2 million and $188.9 million in 2010 and 2009, respectively.
The net impact of the Company’s fuel hedging program was to increase fuel costs by $1.7 million in 2010 and
decrease fuel costs by $2.4 million in 2009.
During 2010, the Company performed a review of property, plant and equipment. As a result of this review,
$.9 million was recorded to impairment expense for five Company-owned sales distribution centers held-for-sale.
The Company also recorded accelerated depreciation of $.5 million for certain other property, plant and equipment
which was replaced in the first quarter of 2011. During 2010, the Company also determined the warehouse
operations in Sumter, South Carolina would be relocated to other facilities and recorded impairment and
accelerated depreciation of $2.2 million for the value of equipment and real estate related to the Sumter, South
Carolina property.
Primarily due to the performance of the Company’s pension plan investments during 2009, the Company’s
expense recorded in S,D&A expenses related to the two Company-sponsored pension plans decreased by
$4.8 million from $9.7 million in 2009 to $4.9 million in 2010.
The Company suspended matching contributions to its 401(k) Savings Plan effective April 1, 2009. The
Company maintained the option to match participants’ 401(k) Savings Plan contributions based on the financial
results for 2009. The Company subsequently decided to match the first 5% of eligible participants’ contributions
(consistent with the first quarter of 2009 matching contribution percentage) for the entire year of 2009. The
Company matched the first 3% of participants’ contribution for 2010. The Company maintained the option to
increase the matching contributions an additional 2%, for a total of 5%, for the Company’s eligible employees
based on the financial results for 2010. Based on the Company’s financial results, the Company decided to
increase the matching contributions for the additional 2% for the entire year of 2010. The Company made these
additional contribution payments for each quarter in 2010 in the following quarter concluding with the fourth
quarter of 2010 payment being made in the first quarter of 2011. The Company accrued $.7 million in the fourth
quarter for the payment in the first quarter of 2011. The total expense for this benefit was $7.6 million and
$7.7 million in 2010 and 2009, respectively.

Interest Expense
Interest expense, net decreased 6.0%, or $2.3 million in 2010 compared to 2009. The decrease in interest
expense, net in 2010 was primarily due to lower levels of borrowing. The Company’s overall weighted average
interest rate increased to 5.9% during 2010 from 5.8% in 2009. See the “Liquidity and Capital Resources —
Hedging Activities — Interest Rate Hedging” section of M,D&A for additional information.

Income Taxes
The Company’s effective tax rate, as calculated by dividing income tax expense by income before income
taxes, for 2010 and 2009 was 35.4% and 29.0%, respectively. The increase in the effective tax rate for 2010
resulted primarily from a lower reduction in the liability for uncertain tax positions in 2010 as compared to 2009
and the elimination of the tax deduction associated with Medicare Part D subsidy as required by the Patient
Protection and Affordable Care Act enacted on March 23, 2010 and the Health Care and Education Reconciliation
Act of 2010 enacted on March 30, 2010. During 2010, the Company recorded tax expense totaling $.5 million
related to changes made to the tax deductibility of Medicare Part D subsidies. The Company’s effective tax rate, as
calculated by dividing income tax expense by the difference of income before income taxes minus net income
attributable to noncontrolling interest, for 2010 and 2009 was 37.5% and 30.3%, respectively.
In the first quarter of 2009, the Company reached an agreement with a tax authority to settle prior tax
positions for which the Company had previously provided reserves due to uncertainty of resolution. As a result,
the Company reduced the liability for uncertain tax positions by $1.7 million. The net effect of the adjustment was

46
a decrease to income tax expense of approximately $1.7 million. In the third quarter of 2009, the Company
reduced its liability for uncertain tax positions by $5.4 million. The net effect of the adjustment was a decrease to
income tax expense of approximately $5.4 million. The reduction of the liability for uncertain tax positions was
due mainly to the lapse of the applicable statute of limitations. In the third quarter of 2010, the Company reduced
its liability for uncertain tax positions by $1.7 million. The net effect of the adjustment was a decrease to income
tax expense of approximately $1.7 million. The reduction of the liability for uncertain tax positions was due
mainly to the lapse of the applicable statute of limitations. See Note 14 to the consolidated financial statements for
additional information.

Noncontrolling Interest
The Company recorded net income attributable to noncontrolling interest of $3.5 million in 2010 compared to
$2.4 million in 2009 primarily related to the portion of Piedmont owned by The Coca-Cola Company.

Financial Condition
Total assets increased to $1.36 billion at January 1, 2012 from $1.31 billion at January 2, 2011 primarily due
to increases in leased property under capital leases, net, cash and cash equivalents and accounts receivables. The
increase in leased property under capital leases, net was primarily due to the Company entering into leases for two
sales distribution centers in the first quarter of 2011.
Net working capital, defined as current assets less current liabilities, decreased by $78.7 million to
$9.3 million at January 1, 2012 from $88.0 million at January 2, 2011.
Significant changes in net working capital from January 2, 2011 to January 1, 2012 were as follows:
• An increase in cash and cash equivalents of $44.9 million primarily due to funds generated from
operations.
• An increase in accounts receivable, trade of $8.7 million primarily due to increased sales for the month of
December 2011 compared to the month of December 2010.
• A decrease in prepaid expenses and other current assets of $3.7 million primarily due to transactions
related to the Company’s hedging programs.
• A decrease in accounts receivable from The Coca-Cola Company and an increase in accounts payable to
The Coca-Cola Company of $3.6 million and $9.1 million, respectively, primarily due to the timing of
payments.
• An increase in current portion of long-term debt of $120.0 million due to the reclassification of current
maturities on long-term debt of $120 million from long-term debt. This is the portion of the $150.0 million
of Senior Notes due November 2012 which is expected to be paid from available cash plus amounts to be
borrowed from the uncommitted line of credit. The remaining $30.0 million of Senior Notes due 2012 is
expected to be paid from amounts to be borrowed on the new $200 million five-year unsecured revolving
credit facility discussed below.
Debt and capital lease obligations were $597.3 million as of January 1, 2012 compared to $582.3 million as
of January 2, 2011. Debt and capital lease obligations as of January 1, 2012 and January 2, 2011 included
$74.1 million and $59.2 million, respectively, of capital lease obligations related primarily to Company facilities.
Contributions to the Company’s pension plans were $9.5 million in both 2011 and 2010. The Company
anticipates that contributions to the principal Company-sponsored pension plan in 2012 will be in the range of
$18 million to $21 million.

Liquidity and Capital Resources

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

47
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 1, 2012, the Company had all $200 million available under a new $200 million five-year
unsecured revolving credit facility (“$200 million facility”) to meet its cash requirements. On September 21, 2011,
the Company entered into the new $200 million facility replacing the Company’s existing $200 million five-year
unsecured revolving credit facility, dated March 8, 2007, scheduled to mature in March 2012. The new
$200 million facility has a scheduled maturity date of September 21, 2016 and up to $25 million is available for
the issuance of letters of credit. Borrowings under the agreement will bear interest at a floating base rate or a
floating Eurodollar rate plus an interest rate spread, dependent on the Company’s credit rating at the time of
borrowing. The Company must pay an annual facility fee of .175% of the lenders’ aggregate commitments under
the facility. The $200 million facility contains two financial covenants: a cash flow/fixed charges ratio (“fixed
charges coverage ratio”) and funded indebtedness/cash flow ratio (“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 1.0 or higher. The operating cash flow ratio requires the Company to maintain a
debt to operating cash flow ratio of 6.0 to 1.0 or lower. The Company is currently in compliance with these
covenants. These covenants do not currently, and the Company does not anticipate they will, restrict its liquidity or
capital resources. The Company currently believes that all of the banks participating in the Company’s new $200
million facility have the ability to and will meet any funding requests from the Company.
The Company has $150 million of Senior Notes which mature in November 2012. The Company expects to
use a combination of available cash on hand, borrowings on the uncommitted line of credit and borrowings under
the $200 million facility to repay the notes when due. The Company has classified $30 million of these Senior
Notes due November 2012 as long-term representing the portion the Company expects to be paid using the $200
million facility.
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 at the discretion of the participating bank.
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 net proceeds from $110 million of 7% Senior Notes due 2019 that the Company
issued in April 2009 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 previous revolving credit facility to repay the
$57.4 million debt maturity on July 1, 2009.
The Company has obtained the majority of its long-term financing, other than capital leases, from public
markets. As of January 1, 2012, $523.2 million of the Company’s total outstanding balance of debt and capital
lease obligations of $597.3 million was financed through publicly offered debt. The Company had capital lease
obligations of $74.1 million as of January 1, 2012. There were no amounts outstanding on the $200 million facility
or the Company’s uncommitted line of credit as of January 1, 2012.

Cash Sources and Uses

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.

48
 A summary of cash activity for 2011 and 2010 follows:

Fiscal Year
In millions 2011 2010

Cash sources
Cash provided by operating activities (excluding income tax and pension
payments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $139.6 $127.6
Proceeds from insurance for flood damage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 7.1
Proceeds from the reduction of restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 1.0
Proceeds from the sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . 1.8 1.8
Total cash sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $141.9 $137.5

Cash uses
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53.2 $ 57.8
Payment on $200 million facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 15.0
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 —
Pension payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.5 9.5
Payment of capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8 3.8
Income tax payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.4 14.1
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2 9.2
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 —
Total cash uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 97.0 $109.4
Increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44.9 $ 28.1

Note: The table above reflects the revisions discussed in Note 1 of the consolidated financial statements.
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 $15 million and
$20 million in 2012.

Investing Activities
Additions to property, plant and equipment during 2011 were $49.0 million of which $6.2 million were
accrued in accounts payable, trade as unpaid. This amount compared to $58.1 million in additions to property,
plant and equipment during 2010 of which $10.4 million were accrued in accounts payable, trade as unpaid and
$1.5 million was a trade allowance on manufacturing equipment. Capital expenditures during 2011 were funded
with cash flows from operations. The Company anticipates that additions to property, plant and equipment in 2012
will be in the range of $60 million to $70 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.

Financing Activities
As of January 1, 2012, the Company had all $200 million available under a new $200 million five-year
unsecured revolving credit facility (“$200 million facility”) to meet its short-term borrowing requirements. On
September 21, 2011, the Company entered into the new $200 million facility replacing the Company’s existing
$200 million five-year unsecured revolving credit facility, dated March 8, 2007 scheduled to mature in March
2012. The new $200 million facility has a scheduled maturity date of September 21, 2016 and up to $25 million is
available for the issuance of letters of credit. Borrowings under the agreement will bear interest at a floating base
rate or a floating Eurodollar rate plus an interest rate spread, dependent on the Company’s credit rating at the time
of borrowing. The Company must pay an annual facility fee of .175% of the lenders’ aggregate commitments
under the facility. The $200 million facility contains two financial covenants: a cash flow/fixed charges ratio
(“fixed charges coverage ratio”) and funded indebtedness/cash flow ratio (“operating cash flow ratio”), each as

49
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 1.0 or higher. The operating cash flow ratio requires the Company to
maintain a debt to operating cash flow ratio of 6.0 to 1.0 or lower. The Company is currently in compliance with
these covenants. These covenants do not currently, and the Company does not anticipate they will, restrict its
liquidity or capital resources. The Company currently believes that all of the banks participating in the Company’s
new $200 million facility have the ability to and will meet any funding requests from the Company. On January 1,
2012, the Company had no outstanding borrowings on the $200 million facility. On January 2, 2011, the Company
had no outstanding borrowings under the previous $200 million facility.
The Company has $150 million of Senior Notes which mature in November 2012. The Company expects to
use a combination of available cash on hand, borrowings on the uncommitted line of credit and borrowings under
the $200 million facility to repay the notes when due. The Company has classified $30 million of these Senior
Notes due November 2012 as long-term representing the portion the Company expects to be paid using the $200
million facility.
On July 1, 2009 the Company borrowed $55 million under the previous $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. In April 2009, the Company issued $110 million of 7% Senior Notes due 2019 and
used the net proceeds plus cash on hand on May 1, 2009 to repay at maturity the Company’s $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 at the discretion of the participating bank. On both January 1, 2012 and January 2, 2011, the Company had no
amount outstanding under the uncommitted line of credit.
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 seven capital leases.
At January 1, 2012, 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.

Off-Balance Sheet Arrangements

The Company is a member of two manufacturing cooperatives and has guaranteed $38.3 million of their debt
and related lease obligations as of January 1, 2012. 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 its 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 its products to adequately mitigate the risk of material loss from the Company’s
guarantees. As of January 1, 2012, the Company’s maximum exposure, if both of these cooperatives borrowed up
to their aggregate borrowing capacity, would have been $71.2 million including the Company’s equity interest.
See Note 13 and Note 18 of the consolidated financial statements for additional information.

50
 Aggregate Contractual Obligations
The following table summarizes the Company’s contractual obligations and commercial commitments as of
January 1, 2012:
Payments Due by Period
2017 and
In thousands Total 2012 2013-2014 2015-2016 Thereafter

Contractual obligations:
Total debt, net of interest . . . . . . $ 523,219 $150,000 $ — $264,757 $108,462
Capital lease obligations, net of
interest . . . . . . . . . . . . . . . . . . 74,054 4,574 10,775 12,894 45,811
Estimated interest on debt and
capital lease obligations(1) . . 147,208 32,808 51,237 35,948 27,215
Purchase obligations(2) . . . . . . . 230,961 95,570 135,391 — —
Other long-term liabilities(3) . . . 120,285 11,200 18,638 12,464 77,983
Operating leases . . . . . . . . . . . . . 29,566 4,930 7,792 5,245 11,599
Long-term contractual
arrangements(4) . . . . . . . . . . . 22,202 7,741 9,845 2,820 1,796
Postretirement obligations . . . . . 64,696 3,027 6,413 7,376 47,880
Purchase orders(5) . . . . . . . . . . . 33,617 33,617 — — —
Total contractual obligations . . . . . . . $1,245,808 $343,467 $240,091 $341,504 $320,746

(1) Includes interest payments based on contractual terms.

(2) Represents an estimate of the Company’s obligation to purchase 17.5 million cases of finished product on an
annual basis through May 2014 from South Atlantic Canners, a manufacturing cooperative.
(3) Includes obligations under executive benefit plans, the liability to exit from a multi-employer pension plan
and other long-term liabilities.
(4) Includes contractual arrangements with certain prestige properties, 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 $4.7 million of uncertain tax positions including accrued interest, as of January 1, 2012
(excluded from other long-term liabilities in the table above because the Company is uncertain if or when such
amounts will be recognized) of which $2.3 million would affect the Company’s effective tax rate if recognized.
While it is expected that the amount of uncertain tax positions may change in the next 12 months, the Company
does not expect such change would 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. See Note 13 and Note 18 to the consolidated
financial statements for additional information related to Southeastern.
As of January 1, 2012, the Company had $20.8 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 $9.5 million to its two Company-sponsored pension plans in 2011. Based on
information currently available, the Company estimates it will be required to make cash contributions in 2012 in
the range of $18 million to $21 million to those two plans. Postretirement medical care payments are expected to
be approximately $3 million in 2012. See Note 17 to the consolidated financial statements for additional
information related to pension and postretirement obligations.

51
 Hedging Activities
Interest Rate Hedging
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.
The Company has not had any interest rate swap agreements outstanding since September 2008.
Interest expense was reduced by $1.2 million, $1.2 million and $2.1 million due to amortization of the
deferred gains on previously terminated interest rate swap agreements and forward interest rate agreements during
2011, 2010 and 2009, respectively. Interest expense will be reduced by the amortization of these deferred gains in
2012 through 2015 as follows: $1.1 million, $.5 million, $.6 million and $.1 million, respectively.
As of January 1, 2012 and January 2, 2011, the Company had a weighted average interest rate of 5.9% and
5.8%, respectively, for its outstanding debt and capital lease obligations. The Company’s overall weighted average
interest rate on its debt and capital lease obligations increased to 6.0% in 2011 from 5.9% in 2010. None of the
Company’s debt and capital lease obligations of $597.3 million as of January 1, 2012 was maintained on a floating
rate basis or was subject to changes in short-term interest rates.

Fuel Hedging
The Company used derivative instruments to hedge substantially all of the projected diesel fuel and unleaded
gasoline used in the Company’s delivery fleet and other vehicles for the second, third and fourth quarter of 2011.
The Company used derivative instruments to hedge essentially all of the Company’s projected diesel fuel
purchases for 2010 and 2009. The Company paid a fee for these instruments which was amortized over the
corresponding period of the instrument. The Company accounted for its fuel hedges on a mark-to-market basis
with any expense or income reflected as an adjustment of fuel costs.
The Company uses several different financial institutions for commodity derivative instruments 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.
In October 2008, the Company entered into derivative instruments 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.
In February 2009, the Company entered into derivative instruments to hedge essentially all of its projected
diesel fuel purchases for 2010 establishing an upper limit to the Company’s price of diesel fuel.
In February 2011, the Company entered into derivative instruments to hedge all of its projected diesel fuel
and unleaded gasoline purchases for the second, third and fourth quarters of 2011 establishing an upper limit on
the Company’s price of diesel fuel and unleaded gasoline.
The net impact of the fuel hedges was to increase fuel costs by $.6 million in 2011, increase fuel costs by
$1.7 million in 2010 and decrease fuel costs by $2.4 million in 2009.
There were no outstanding fuel derivative agreements as of January 1, 2012.

Aluminum Hedging
At the end of the first quarter of 2009, the Company entered into derivative instruments to hedge
approximately 75% of the Company’s projected 2010 aluminum purchase requirements. The Company paid a fee
for these instruments which was amortized over the corresponding period of the instruments. The Company
accounted for its aluminum hedges on a mark-to-market basis with any expense or income being reflected as an
adjustment to cost of sales.

52
 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 increase the cost of sales by
$2.3 million in 2011, increase cost of sales by $2.6 million in 2010 and decrease cost of sales by $10.8 million in
2009.
There were no outstanding aluminum derivative agreements as of January 1, 2012.

53
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
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 as a result of these claims and legal proceedings;
• management’s belief that the Company has adequately provided for any ultimate amounts that are likely to
result from tax audits;
• management’s belief that the Company has sufficient resources available to finance its business plan, meet
its working capital requirements and maintain an appropriate level of capital spending;
• the Company’s expectations to pay the $150 million of Senior Notes which mature in November 2012 with
available cash on hand, borrowings on the uncommitted line of credit and borrowing under the $200
million facility;
• 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 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 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 $15 million to
$20 million in 2012;
• the Company’s anticipation that pension expense related to the two Company-sponsored pension plans is
estimated to be approximately $3.5 million in 2012;
• the Company’s belief that cash contributions in 2012 to its two Company-sponsored pension plans will be
in the range of $18 million to $21 million;
• the Company’s belief that postretirement benefit payments are expected to be approximately $3 million in
2012;
• the Company’s belief that the Aon/Hewitt AA above median yield curve provides a better discount rate to
determine the pension and postretirement benefit obligations;

54
 • the Company’s expectation that additions to property, plant and equipment in 2012 will be in the range of
$60 million to $70 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;
• 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 expectations that raw materials will rise significantly in 2012;
• 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 uncertain tax positions may change over the next 12 months 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 new $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 $24 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.

55
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.

Debt and Derivative Financial Instruments

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 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 1, 2012. None
of the Company’s debt and capital lease obligations of $597.3 million as of January 1, 2012 were subject to
changes in short-term interest rates.

Raw Material and Commodity Prices

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 periodically uses 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
$24 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. In February 2011, the Company entered into derivative instruments to hedge all
of the Company’s projected diesel fuel and unleaded gasoline purchases for the second, third and fourth quarters of
2011. These derivative instruments relate to diesel fuel and unleaded gasoline used in the Company’s delivery fleet
and other vehicles. The Company paid a fee for these instruments which was 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.
At the end of the first quarter of 2009, the Company entered into 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 paid a fee for these instruments which was 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.
There were no outstanding derivative agreements as of January 1, 2012.

Effect of Changing Prices

The annual rate of inflation in the United States, as measured by year-over-year changes in the consumer
price index, was 3.0% in 2011 compared to 1.5% in 2010 and 2.7% in 2009. Inflation in the prices of those
commodities important to our business is reflected in changes in the consumer price index, but commodity prices
are volatile and have in recent years increased at a faster rate than the rate of inflation as measured by the
consumer price index.
The principal effect of inflation in both commodity and consumer prices on the Company’s operating results
is to increase costs, both of goods sold and selling, general and administrative costs. Although the Company can
offset these cost increases by increasing selling prices for its products, consumers may not have the buying power
to cover those increased costs and may reduce their volume of purchases of those products. In that event, selling
price increases may not be sufficient to offset completely the Company’s cost increases.

56
Item 8. Financial Statements and Supplementary Data

COCA-COLA BOTTLING CO. CONSOLIDATED

CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Year
In thousands (except per share data) 2011 2010 2009

Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,561,239 $1,514,599 $1,442,986

Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 931,996 873,783 822,992
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629,243 640,816 619,994
Selling, delivery and administrative expenses . . . . . . . . . . . . . . . . . . . . . 541,713 544,498 525,491
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,530 96,318 94,503
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,979 35,127 37,379
Income before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,551 61,191 57,124
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,528 21,649 16,581
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,023 39,542 40,543
Less: Net income attributable to noncontrolling interest . . . . . . . . . 3,415 3,485 2,407
Net income attributable to Coca-Cola Bottling Co. Consolidated . . . . . . $ 28,608 $ 36,057 $ 38,136
Basic net income per share based on net income attributable to
Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.11 $ 3.93 $ 4.16

Weighted average number of Common Stock shares outstanding . . . . 7,141 7,141 7,072

Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.11 $ 3.93 $ 4.16

Weighted average number of Class B Common Stock shares

outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,063 2,040 2,092
Diluted net income per share based on net income attributable to
Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.09 $ 3.91 $ 4.15

Weighted average number of Common Stock shares outstanding —

assuming dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,244 9,221 9,197

Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.08 $ 3.90 $ 4.13

Weighted average number of Class B Common Stock shares

outstanding — assuming dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,103 2,080 2,125

See Accompanying Notes to Consolidated Financial Statements.

57
 COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED BALANCE SHEETS
Jan. 1, Jan. 2,
In thousands (except share data) 2012 2011

ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,758 $ 45,872
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000 3,500
Accounts receivable, trade, less allowance for doubtful accounts
of $1,521 and $1,300, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,515 96,787
Accounts receivable from The Coca-Cola Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,439 12,081
Accounts receivable, other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,874 15,829
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,158 64,870
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,069 25,760
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311,813 264,699
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312,789 322,143
Leased property under capital leases, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,804 46,856
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,604 46,332
Franchise rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 520,672 520,672
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,049 102,049
Other identifiable intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,439 4,871
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,361,170 $1,307,622

See Accompanying Notes to Consolidated Financial Statements.

58
 COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED BALANCE SHEETS
Jan. 1, Jan. 2,
2012 2011

LIABILITIES AND EQUITY

Current liabilities:
Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 120,000 $ —
Current portion of obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,574 3,866
Accounts payable, trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,203 41,878
Accounts payable to The Coca-Cola Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,150 25,058
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,922 69,471
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,218 30,944
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,448 5,523
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302,515 176,740
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142,260 143,962
Pension and postretirement benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,156 114,163
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,302 109,882
Obligations under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,480 55,395
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403,219 523,063
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,169,932 1,123,205
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 shares . . . . . . . . . . . . . . . . . . . . . . 10,204 10,204
Class B Common Stock, $1.00 par value:
Authorized-10,000,000 shares; Issued-2,694,636 and 2,672,316 shares,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,693 2,671
Class C Common Stock, $1.00 par value:
Authorized-20,000,000 shares; Issued-None
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,201 104,835
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,277 134,872
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (80,820) (63,433)
192,555 189,149
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 . . . . . . . . . . . . . . . . . . . . . . . 131,301 127,895
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,937 56,522
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191,238 184,417
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,361,170 $1,307,622

See Accompanying Notes to Consolidated Financial Statements.

59
 COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year
In thousands 2011 2010 2009

Cash Flows from Operating Activities

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,023 $ 39,542 $ 40,543
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,686 58,672 60,455
Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 432 489 560
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,888 (4,906) 7,633
Loss on sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 547 1,195 1,271
Impairment/accelerated depreciation of property, plant and equipment . . . . . . . — 3,665 353
Net gain on property, plant and equipment damaged in flood . . . . . . . . . . . . . . — (892) —
Amortization of debt costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,330 2,330 2,303
Stock compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,342 2,223 2,161
Amortization of deferred gains related to terminated interest rate
agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,221) (1,211) (2,071)
Insurance proceeds received for flood damage . . . . . . . . . . . . . . . . . . . . . . . . . . — 5,682 —
(Increase) decrease in current assets less current liabilities . . . . . . . . . . . . . . . . 5,529 1,920 (27,412)
Increase in other noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,563) (1,726) (13,700)
Increase in other noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,652 2,788 7,409
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (15) (2)
Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,627 70,214 38,960
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,650 109,756 79,503
Cash Flows from Investing Activities
Additions to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,156) (57,798) (43,339)
Proceeds from the sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . 1,772 1,795 8,282
Insurance proceeds received for property, plant and equipment damaged in
flood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,418 —
Investment in subsidiary net of assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . — (32) —
Change in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500 1,000 (4,500)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,884) (53,617) (39,557)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 108,160
Borrowing (repayment) under revolving credit facility . . . . . . . . . . . . . . . . . . . . . — (15,000) 15,000
Payment of current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (176,693)
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,203) (9,180) (9,162)
Excess tax (benefit) expense from stock-based compensation . . . . . . . . . . . . . . . . 61 77 (98)
Principal payments on capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,839) (3,846) (3,263)
Payments for the termination of interest rate lock agreements . . . . . . . . . . . . . . . . — — (340)
Debt issuance costs paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (716) — (1,042)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (183) (88) (145)
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,880) (28,037) (67,583)
Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,886 28,102 (27,637)
Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,872 17,770 45,407
Cash at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,758 $ 45,872 $ 17,770
Significant non-cash investing and financing activities
Issuance of Class B Common Stock in connection with stock award . . . . . . . . $ 1,327 $ 1,316 $ 1,130
Capital lease obligations incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,632 — 660

See Accompanying Notes to Consolidated Financial Statements.

60
 COCA-COLA BOTTLING CO. CONSOLIDATED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Class B Capital in Other Total
In thousands Common Common Excess of Retained Comprehensive Treasury Equity of Noncontrolling Total
(except share data) Stock Stock Par Value Earnings Loss Stock CCBCC Interest Equity
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 shares 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

Comprehensive income:
Net income . . . . . . . . . . . . . . . . . . 36,057 36,057 3,485 39,542
Ownership share of Southeastern
OCI . . . . . . . . . . . . . . . . . . . . . . 49 49 49
Foreign currency translation
adjustments, net of tax . . . . . . . (9) (9) (9)
Pension and postretirement benefit
adjustments, net of tax . . . . . . . (16,706) (16,706) (16,706)
Total comprehensive income . . . 19,391 3,485 22,876
Acquisition of noncontrolling
interest . . . . . . . . . . . . . . . . . . . . 233 233
Cash dividends paid
Common ($1 per share) . . . . . . . (7,141) (7,141) (7,141)
Class B Common
($1 per share) . . . . . . . . . . . . (2,039) (2,039) (2,039)
Issuance of 22,320 shares of Class
B Common Stock . . . . . . . . . . . 22 1,294 1,316 1,316
Stock compensation adjustment . . 77 77 77
Balance on Jan. 2, 2011 . . . . . . . . $10,204 $2,671 $104,835 $134,872 $(63,433) $(61,254) $127,895 $56,522 $184,417
Comprehensive income:
Net income . . . . . . . . . . . . . . . . . . 28,608 28,608 3,415 32,023
Foreign currency translation
adjustments, net of tax . . . . . . . 2 2 2
Pension and postretirement benefit
adjustments, net of tax . . . . . . . (17,389) (17,389) (17,389)
Total comprehensive income . . . 11,221 3,415 14,636
Cash dividends paid
Common ($1 per share) . . . . . . . (7,141) (7,141) (7,141)
Class B Common
($1 per share) . . . . . . . . . . . . (2,062) (2,062) (2,062)
Issuance of 22,320 shares of Class
B Common Stock . . . . . . . . . . . 22 1,305 1,327 1,327
Stock compensation adjustment . . 61 61 61
Balance on Jan. 1, 2012 . . . . . . . . $10,204 $2,693 $106,201 $154,277 $(80,820) $(61,254) $131,301 $59,937 $191,238

See Accompanying Notes to Consolidated Financial Statements.

61
 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 United States generally accepted
accounting principles (GAAP) 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 52-week periods ended January 1, 2012 (“2011”) and January 2, 2011
(“2010”) and the 53-week period ended January 3, 2010 (“2009”). The Company’s fiscal year ends on the Sunday
closest to December 31 of each year.
Piedmont Coca-Cola Bottling Partnership (“Piedmont”) is the Company’s only subsidiary that has a
significant noncontrolling interest. Noncontrolling interest income of $3.4 million in 2011, $3.5 million in 2010
and $2.4 million in 2009 are 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 noncontrolling interest are
shown on the Company’s consolidated statements of operations. Noncontrolling interest primarily related to
Piedmont totaled $59.9 million and $56.5 million at January 1, 2012 and January 2, 2011, respectively. These
amounts are shown as noncontrolling interest in the equity section of the Company’s consolidated balance sheets.
Certain prior year amounts have been reclassified to conform to current classifications.

Revision of Prior Period Financial Statements

In connection with the preparation of the consolidated financial statements for the second quarter of 2011, the
Company identified an error in the treatment of accrued additions for property, plant and equipment in the
Consolidated Statements of Cash Flows. This error affected the year-to-date Consolidated Statements of Cash
Flows presented in each of the quarters of 2010, including the year-end consolidated financial statements for 2010,
as well as the first quarter of 2011 and resulted in an understatement of net cash provided by operating activities
and net cash used in investing activities for each of the impacted periods. In accordance with accounting guidance
presented in ASC 250-10 (SEC Staff Accounting Bulletin No. 99, Materiality), the Company assessed the
materiality of the error and concluded that the error was not material to any of the Company’s previously issued
financial statements taken as a whole. The Company will revise previously issued financial statements to correct
the effect of this error. This revision did not affect the Company’s Consolidated Statements of Operations or
Consolidated Balance Sheets for any of these periods.

62
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

First Quarter Ended April 3, 2011 Year Ended January 2, 2011

As As
Previously As Previously As
(In thousands) Reported Adjustment Revised Reported Adjustment Revised

Cash Flows from Operating Activities

(Increase) decrease in current assets less
current liabilities . . . . . . . . . . . . . . . . . . $(23,356) $ 10,433 $(12,923) $ (9,709) $ 11,629 $ 1,920
Total adjustments . . . . . . . . . . . . . . . . . . . (9,549) 10,433 884 58,585 11,629 70,214
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . . . . . . . . . . . (3,080) 10,433 7,353 98,127 11,629 109,756
Cash Flows from Investing Activities
Additions to property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . (9,069) (10,433) (19,502) (46,169) (11,629) (57,798)
Net cash used in investing activities . . . . . (9,047) (10,433) (19,480) (41,988) (11,629) (53,617)

First 9 Months Ended Oct. 3, 2010 First Half Ended July 4, 2010
As As
Previously As Previously As
(In thousands) Reported Adjustment Revised Reported Adjustment Revised

Cash Flows from Operating Activities

Increase in current assets less current
liabilities . . . . . . . . . . . . . . . . . . . . . . . . $(22,043) $ 11,629 $(10,414) $(30,623) $ 11,629 $ (18,994)
Total adjustments . . . . . . . . . . . . . . . . . . . 28,374 11,629 40,003 (6,259) 11,629 5,370
Net cash provided by operating
activities . . . . . . . . . . . . . . . . . . . . . . . . 64,124 11,629 75,753 12,280 11,629 23,909
Cash Flows from Investing Activities
Additions to property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . (29,011) (11,629) (40,640) (16,496) (11,629) (28,125)
Net cash used in investing activities . . . . . (26,638) (11,629) (38,267) (14,184) (11,629) (25,813)

First Quarter Ended Apr. 4, 2010

As
Previously As
(In thousands) Reported Adjustment Revised

Cash Flows from Operating Activities

Increase in current assets less current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $(19,321) $ 11,629 $ (7,692)
Total adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 583 11,629 12,212
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,718 11,629 17,347
Cash Flows from Investing Activities
Additions to property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,977) (11,629) (19,606)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,915) (11,629) (18,544)

63
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s significant accounting policies are as follows:

Cash and Cash Equivalents

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.

Credit Risk of Trade Accounts Receivable

The Company sells its products to supermarkets, convenience stores and other customers and extends credit,
generally without requiring collateral, based on an ongoing evaluation of the customer’s business prospects and
financial condition. The Company’s trade accounts receivable are typically collected within approximately 30 days
from the date of sale. The Company monitors its exposure to losses on trade accounts receivable and maintains an
allowance for potential losses or adjustments. Past due trade accounts receivable balances are written off when the
Company’s collection efforts have been unsuccessful in collecting the amount due.

Inventories
Inventories are stated at the lower of cost or market. Cost is determined on the first-in, first-out method for
finished products and manufacturing materials and on the average cost method for plastic shells, plastic pallets and
other inventories.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the
estimated useful lives of the assets. Leasehold improvements on operating leases are depreciated over the shorter
of the estimated useful lives or the term of the lease, including renewal options the Company determines are
reasonably assured. Additions and major replacements or betterments are added to the assets at cost. Maintenance
and repair costs and minor replacements are charged to expense when incurred. When assets are replaced or
otherwise disposed, the cost and accumulated depreciation are removed from the accounts and the gains or losses,
if any, are reflected in the statement of operations. Gains or losses on the disposal of manufacturing equipment and
manufacturing facilities are included in cost of sales. Gains or losses on the disposal of all other property, plant
and equipment are included in selling, delivery and administrative (“S,D&A”) expenses. Disposals of property,
plant and equipment generally occur when it is not cost effective to repair an asset.
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.

Leased Property Under Capital Leases

Leased property under capital leases is depreciated using the straight-line method over the lease term.

Internal Use Software

The Company capitalizes costs incurred in the development or acquisition of internal use software. The
Company expenses costs incurred in the preliminary project planning stage. Costs, such as maintenance and

64
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

training, are also expensed as incurred. Capitalized costs are amortized over their estimated useful lives using the
straight-line method. Amortization expense, which is included in depreciation expense, for internal-use software
was $7.0 million, $6.5 million and $6.7 million in 2011, 2010 and 2009, respectively.

Franchise Rights and Goodwill

Under the provisions of generally accepted accounting principles (GAAP), all business combinations are
accounted for using the acquisition method and goodwill and intangible assets with indefinite useful lives are not
amortized but instead are tested for impairment annually, or more frequently if facts and circumstances indicate
such assets may be impaired. The only intangible assets the Company classifies as indefinite lived are franchise
rights and goodwill. The Company performs its annual impairment test as of the first day of the fourth quarter of
each year.
For the annual impairment analysis of franchise rights, the Company utilizes 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.
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 considering 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 is considered not impaired, and the second step of
the 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.
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.

Other Identifiable Intangible Assets

Other identifiable intangible assets primarily represent customer relationships and distribution rights and are
amortized on a straight-line basis over their estimated useful lives.

Pension and Postretirement Benefit Plans

The Company has a noncontributory pension plan covering certain nonunion employees and one
noncontributory pension plan covering certain union employees. Costs of the plans are charged to current
operations and consist of several components of net periodic pension cost based on various actuarial assumptions
regarding future experience of the plans. In addition, certain other union employees are covered by plans provided
by their respective union organizations and the Company expenses amounts as paid in accordance with union
agreements. The Company recognizes the cost of postretirement benefits, which consist principally of medical
benefits, during employees’ periods of active service.

65
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts recorded for benefit plans reflect estimates related to interest rates, investment returns, employee
turnover and health care costs. 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.
On February 22, 2006, the Board of Directors of the Company approved an amendment to the pension plan
covering substantially all nonunion employees to cease further accruals under the plan effective June 30, 2006.

Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to operating loss and tax credit carryforwards as well as
differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
A valuation allowance will be provided against deferred tax assets, if the Company determines it is more
likely than not such assets will not ultimately be realized.
The Company does not recognize a tax benefit unless it concludes that it is more likely than not that the
benefit will be sustained on audit by the taxing authority based solely on the technical merits of the associated tax
position. If the recognition threshold is met, the Company recognizes a tax benefit measured at the largest amount
of the tax benefit that, in the Company’s judgment, is greater than 50 percent likely to be realized. The Company
records interest and penalties related to unrecognized tax positions in income tax expense.

Revenue Recognition
Revenues are recognized when finished products are delivered to customers and both title and the risks and
benefits of ownership are transferred, price is fixed and determinable, collection is reasonably assured and, in the
case of full service vending, when cash is collected from the vending machines. Appropriate provision is made for
uncollectible accounts.
The Company receives service fees from The Coca-Cola Company related to the delivery of fountain syrup
products to The Coca-Cola Company’s fountain customers. In addition, the Company receives service fees from
The Coca-Cola Company related to the repair of fountain equipment owned by The Coca-Cola Company. The fees
received from The Coca-Cola Company for the delivery of fountain syrup products to their customers and the
repair of their fountain equipment are recognized as revenue when the respective services are completed. Service
revenue only represents approximately 1% of net sales.
Revenues do not include sales or other taxes collected from customers.

Marketing Programs and Sales Incentives

The Company participates in various marketing and sales programs with The Coca-Cola Company and other
beverage companies and arrangements with customers to increase the sale of its products by its customers. Among
the programs negotiated with customers are arrangements under which allowances can be earned for attaining
agreed-upon sales levels and/or for participating in specific marketing programs.
Coupon programs are also developed on a territory-specific basis. The cost of these various marketing
programs and sales incentives with The Coca-Cola Company and other beverage companies, included as
deductions to net sales, totaled $53.0 million, $51.8 million and $53.0 million in 2011, 2010 and 2009,
respectively.

66
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Marketing Funding Support

The Company receives marketing funding support payments in cash from The Coca-Cola Company and other
beverage companies. Payments to the Company for marketing programs to promote the sale of bottle/can volume
and fountain syrup volume are recognized in earnings primarily on a per unit basis over the year as product is sold.
Payments for periodic programs are recognized in the periods for which they are earned.
Under GAAP, cash consideration received by a customer from a vendor is presumed to be a reduction of the
prices of the vendor’s products or services and is, therefore, to be accounted for as a reduction of cost of sales in
the statements of operations unless those payments are specific reimbursements of costs or payments for services.
Payments the Company receives from The Coca-Cola Company and other beverage companies for marketing
funding support are classified as reductions of cost of sales.

Derivative Financial Instruments

The Company records all derivative instruments in the financial statements at fair value.
The Company uses derivative financial instruments to manage its exposure to movements in interest rates,
fuel prices and aluminum prices. The use of these financial instruments modifies the Company’s exposure to these
risks with the intent of reducing risk over time. The Company does not use financial instruments for trading
purposes, nor does it use leveraged financial instruments. Credit risk related to the derivative financial instruments
is managed by requiring high credit standards for its counterparties and periodic settlements.

Interest Rate Hedges

The Company periodically enters into derivative financial instruments. The Company has standardized
procedures for evaluating the accounting for financial instruments. These procedures include:
• Identifying and matching of the hedging instrument and the hedged item to ensure that significant features
coincide such as maturity dates and interest reset dates;
• Identifying the nature of the risk being hedged and the Company’s intent for undertaking the hedge;
• Assessing the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s
fair value or variability to cash flows attributable to the hedged risk;
• Assessing evidence that, at the hedge’s inception and on an ongoing basis, it is expected that the hedging
relationship will be highly effective in achieving an offsetting change in the fair value or cash flows that
are attributable to the hedged risk; and
• Maintaining a process to review all hedges on an ongoing basis to ensure continued qualification for hedge
accounting.
To the extent the interest rate agreements meet the specified criteria, they are accounted for as either fair
value or cash flow hedges. Changes in the fair values of designated and qualifying fair value hedges are
recognized in earnings as offsets to changes in the fair value of the related hedged liabilities. Changes in the fair
value of cash flow hedging instruments are recognized in accumulated other comprehensive income and are
subsequently reclassified to earnings as an adjustment to interest expense in the same periods the forecasted
payments affect earnings. Ineffectiveness of a cash flow hedge, defined as the amount by which the change in the
value of the hedge does not exactly offset the change in the value of the hedged item, is reflected in current results
of operations.
The Company evaluates its mix of fixed and floating rate debt on an ongoing basis. Periodically, the
Company may terminate an interest rate derivative when the underlying debt remains outstanding in order to
achieve its desired fixed/floating rate mix. Upon termination of an interest rate derivative accounted for as a cash

67
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

flow hedge, amounts reflected in accumulated other comprehensive income are reclassified to earnings consistent
with the variability of the cash flows previously hedged, which is generally over the life of the related debt that
was hedged. Upon termination of an interest rate derivative accounted for as a fair value hedge, the value of the
hedge as recorded on the Company’s balance sheet is eliminated against either the cash received or cash paid for
settlement and the fair value adjustment of the related debt is amortized to earnings over the remaining life of the
debt instrument as an adjustment to interest expense.
Interest rate derivatives designated as cash flow hedges are used to hedge the variability of cash flows related
to a specific component of the Company’s long-term debt. Interest rate derivatives designated as fair value hedges
are used to hedge the fair value of a specific component of the Company’s long-term debt. If the hedged
component of long-term debt is repaid or refinanced, the Company generally terminates the related hedge due to
the fact the forecasted schedule of payments will not occur or the changes in fair value of the hedged debt will not
occur and the derivative will no longer qualify as a hedge. Any gain or loss on the termination of an interest rate
derivative related to the repayment or refinancing of long-term debt is recognized currently in the Company’s
statement of operations as an adjustment to interest expense. In the event a derivative previously accounted for as a
hedge was retained and did not qualify for hedge accounting, changes in the fair value would be recognized in the
statement of operations currently as an adjustment to interest expense.

Fuel Hedges
The Company may use derivative instruments to hedge some or all of the Company’s projected diesel fuel
and unleaded gasoline purchases. These derivative instruments relate to fuel used in the Company’s delivery fleet
and other vehicles. 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 which are included in S,D&A expenses.

Aluminum Hedges
The Company may use derivative instruments to hedge some or all of the Company’s projected aluminum
purchases. 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.

Risk Management Programs

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.

Cost of Sales
The following expenses are included in cost of sales: 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.

Selling, Delivery and Administrative Expenses

The following expenses are included in S,D&A expenses: sales management labor costs, distribution costs
from sales distribution centers to customer locations, sales distribution center warehouse costs, depreciation

68
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Shipping and Handling Costs

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 were $191.9
million, $187.2 million and $188.9 million in 2011, 2010 and 2009, respectively.
The Company recorded delivery fees in net sales of $7.1 million, $7.5 million and $7.8 million in 2011, 2010
and 2009, respectively. These fees are used to offset a portion of the Company’s delivery and handling costs.

Stock Compensation with Contingent Vesting

On April 29, 2008, the stockholders of the Company approved a Performance Unit Award Agreement for J. Frank
Harrison, III, the Company’s Chairman of the Board of Directors and Chief Executive Officer, consisting of 400,000
performance units (“Units”). Each Unit represents the right to receive one share of the Company’s Class B Common
Stock, subject to certain terms and conditions. The Units vest in annual increments over a ten-year period starting in
fiscal year 2009. The number of Units that vest each year will equal the product of 40,000 multiplied by the overall goal
achievement factor (not to exceed 100%) under the Company’s Annual Bonus Plan.
Each annual 40,000 unit tranche has an independent performance requirement, as it is not established until the
Company’s Annual Bonus Plan targets are approved each year by the Compensation Committee of the Board of
Directors. As a result, each 40,000 unit tranche is considered to have its own service inception date, grant-date and
requisite service period. The Company’s Annual Bonus Plan targets, which establish the performance
requirements for the Performance Unit Award Agreement, are approved by the Compensation Committee in the
first quarter of each year. The Performance Unit Award Agreement does not entitle Mr. Harrison, III to participate
in dividends or voting rights until each installment has vested and the shares are issued. If requested by
Mr. Harrison, III, a portion of the Units will be settled in cash to meet the maximum statutory tax withholding
requirements. The Company recognizes compensation expense over the requisite service period (one fiscal year)
based on the Company’s stock price at the end of each accounting period, unless the achievement of the
performance requirement for the fiscal year is considered unlikely.
See Note 16 to the consolidated financial statements for additional information on Mr. Harrison, III’s stock
compensation program.

Net Income Per Share

The Company applies the two-class method for calculating and presenting net income per share. The
two-class method is an earnings allocation formula that determines earnings per share for each class of common
stock according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under
this method:
(a) Income from continuing operations (“net income”) is reduced by the amount of dividends declared
in the current period for each class of stock and by the contractual amount of dividends that must be
paid for the current period.
(b) The remaining earnings (“undistributed earnings”) are allocated to Common Stock and Class B
Common Stock to the extent that each security may share in earnings as if all of the earnings for the
period had been distributed. The total earnings allocated to each security is determined by adding
together the amount allocated for dividends and the amount allocated for a participation feature.

69
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(c) The total earnings allocated to each security is then divided by the number of outstanding shares of
the security to which the earnings are allocated to determine the earnings per share for the security.
(d) Basic and diluted earnings per share (“EPS”) data are presented for each class of common stock.
In applying the two-class method, the Company determined that undistributed earnings should be allocated
equally on a per share basis between the Common Stock and Class B Common Stock due to the aggregate
participation rights of the Class B Common Stock (i.e., the voting and conversion rights) and the Company’s
history of paying dividends equally on a per share basis on the Common Stock and Class B Common Stock.
Under the Company’s certificate of incorporation, the Board of Directors may declare dividends on Common
Stock without declaring equal or any dividends on the Class B Common Stock. Notwithstanding this provision,
Class B Common Stock has voting and conversion rights that allow the Class B Common Stock to participate
equally on a per share basis with the Common Stock.
The Class B Common Stock is entitled to 20 votes per share and the Common Stock is entitled to one vote per
share with respect to each matter to be voted upon by the stockholders of the Company. Except as otherwise
required by law, the holders of the Class B Common Stock and Common Stock vote together as a single class on
all matters submitted to the Company’s stockholders, including the election of the Board of Directors. As a result,
the holders of the Class B Common Stock control approximately 85% of the total voting power of the stockholders
of the Company and control the election of the Board of Directors. The Board of Directors has declared and the
Company has paid dividends on the Class B Common Stock and Common Stock and each class of common stock
has participated equally in all dividends declared by the Board of Directors and paid by the Company since 1994.
The Class B Common Stock conversion rights allow the Class B Common Stock to participate in dividends
equally with the Common Stock. The Class B Common Stock is convertible into Common Stock on a one-for-one
per share basis at any time at the option of the holder. Accordingly, the holders of the Class B Common Stock can
participate equally in any dividends declared on the Common Stock by exercising their conversion rights.
As a result of the Class B Common Stock’s aggregated participation rights, the Company has determined that
undistributed earnings should be allocated equally on a per share basis to the Common Stock and Class B
Common Stock under the two-class method.
Basic EPS excludes potential common shares that were dilutive and is computed by dividing net income
available for common stockholders by the weighted average number of Common and Class B Common shares
outstanding. Diluted EPS for Common Stock and Class B Common Stock gives effect to all securities representing
potential common shares that were dilutive and outstanding during the period.

2. Piedmont Coca-Cola Bottling Partnership

On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont to distribute and market
nonalcoholic beverages primarily in portions of North Carolina and South Carolina. The Company provides a
portion of the nonalcoholic beverage products to Piedmont at cost and receives a fee for managing the operations
of Piedmont pursuant to a management agreement. These intercompany transactions are eliminated in the
consolidated financial statements.
Noncontrolling interest as of January 1, 2012, January 2, 2011 and January 3, 2010 primarily represents the
portion of Piedmont which is owned by The Coca-Cola Company. The Coca-Cola Company’s interest in Piedmont
was 22.7% in all periods reported.

70
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Inventories
Inventories were summarized as follows:

Jan. 1, Jan. 2,
In thousands 2012 2011

Finished products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $33,394 $36,484

Manufacturing materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,061 10,619
Plastic shells, plastic pallets and other inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,703 17,767
Total inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $66,158 $64,870

4. Property, Plant and Equipment

The principal categories and estimated useful lives of property, plant and equipment were as follows:
Jan. 1, Jan. 2, Estimated
In thousands 2012 2011 Useful Lives

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,537 $ 12,965

Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118,603 119,471 10-50 years
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,268 136,821 5-20 years
Transportation equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153,252 147,960 4-17 years
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,170 37,120 4-10 years
Cold drink dispensing equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312,221 312,176 5-15 years
Leasehold and land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74,500 69,996 5-20 years
Software for internal use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,648 70,891 3-10 years
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,796 8,733
Total property, plant and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . 924,995 916,133
Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 612,206 593,990
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $312,789 $322,143

Depreciation and amortization expense was $61.7 million, $58.7 million and $60.5 million in 2011, 2010 and
2009, respectively. These amounts included amortization expense for leased property under capital leases.
During 2011, the Company performed a review of property, plant and equipment and determined there was
no impairment to be recorded.
During 2010, the Company performed a review of property, plant and equipment. As a result of this review,
$.9 million was recorded to impairment expense for five Company-owned sales distribution centers held-for-sale.
The Company also recorded accelerated depreciation of $.5 million for certain other property, plant and equipment
which was replaced in the first quarter of 2011. During 2010, the Company also determined the warehouse
operations in Sumter, South Carolina would be relocated to other facilities and recorded impairment and
accelerated depreciation of $2.2 million for the value of equipment and real estate related to the Sumter, South
Carolina property.
The Company changed the estimate of the useful lives of certain cold drink dispensing equipment from
thirteen to fifteen years in the first quarter of 2009 to better reflect actual useful lives. The change in the estimate
of the useful lives reduced depreciation expense by $4.4 million in 2009.

71
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Leased Property Under Capital Leases

Leased property under capital leases was summarized as follows:

Jan. 1, Jan. 2, Estimated

In thousands 2012 2011 Useful Lives

Leased property under capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $95,509 $76,877 3-20 years

Less: Accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,705 30,021
Leased property under capital leases, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $59,804 $46,856

As of January 1, 2012, real estate represented $59.6 million of the leased property under capital leases and
$40.9 million of this real estate is leased from related parties as described in Note 18 to the consolidated financial
statements.
In the first quarter of 2011, the Company entered into leases for two sales distribution centers. Each lease has
a term of fifteen years with various monthly rental payments. The two leases added $18.6 million, at inception, to
the leased property under capital leases balance.
The Company modified a related party lease and terminated a second lease in the first quarter of 2009. See
Note 18 to the consolidated financial statements for additional information on the lease modification.
The Company’s outstanding lease obligations for these capital leases were $74.1 million and $59.2 million as
of January 1, 2012 and January 2, 2011.

6. Franchise Rights and Goodwill

Franchise rights and goodwill were summarized as follows:

Jan. 1, Jan. 2,
In thousands 2012 2011

Franchise rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $520,672 $520,672

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102,049 102,049
Total franchise rights and goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $622,721 $622,721

The Company performed its annual impairment test of franchise rights and goodwill as of the first day of the
fourth quarter of 2011, 2010 and 2009 and determined there was no impairment of the carrying value of these
assets. There has been no impairment of franchise rights or goodwill since acquisition.
There was no activity for franchise rights or goodwill in 2011 or 2010.

72
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Other Identifiable Intangible Assets

Other identifiable intangible assets were summarized as follows:

Jan. 1, Jan. 2, Estimated

In thousands 2012 2011 Useful Lives

Other identifiable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,557 $8,675 1-20 years

Less: Accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,118 3,804
Other identifiable intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,439 $4,871

Other identifiable intangible assets primarily represent customer relationships and distribution rights.
Amortization expense related to other identifiable intangible assets was $.4 million, $.5 million and $.6 million in
2011, 2010 and 2009, respectively. Assuming no impairment of these other identifiable intangible assets,
amortization expense in future years based upon recorded amounts as of January 1, 2012 will be $.4 million, $.3
million, $.3 million, $.3 million, and $.3 million for 2012 through 2016, respectively.

8. Other Accrued Liabilities

Other accrued liabilities were summarized as follows:
Jan. 1, Jan. 2,
In thousands 2012 2011

Accrued marketing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,743 $15,894

Accrued insurance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,880 18,005
Accrued taxes (other than income taxes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,636 2,023
Employee benefit plan accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,348 9,790
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 4,839
Checks and transfers yet to be presented for payment from zero balance cash accounts . . . . . . 8,608 8,532
All other accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,707 10,388
Total other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $66,922 $69,471

9. Debt
Debt was summarized as follows:
Interest Interest Jan. 1, Jan. 2,
In thousands Maturity Rate Paid 2012 2011

Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 5.00% Semi-annually $150,000 $150,000

Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2015 5.30% Semi-annually 100,000 100,000
Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 5.00% Semi-annually 164,757 164,757
Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 7.00% Semi-annually 110,000 110,000
Unamortized discount on Senior Notes . . . . . . . . . . . . . (1,538) (1,694)
523,219 523,063
Less: Current portion of debt . . . . . . . . . . . . . . . . . . . . 120,000 —
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $403,219 $523,063

73
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The principal maturities of debt outstanding on January 1, 2012 were as follows:

In thousands

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $150,000
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,757
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,462
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $523,219

The Company has obtained the majority of its long-term debt financing, other than capital leases, from the
public markets. As of January 1, 2012, the Company’s total outstanding balance of debt and capital lease
obligations was $597.3 million of which $523.2 million was financed through publicly offered debt. The Company
had capital lease obligations of $74.1 million as of January 1, 2012. The Company mitigates its financing risk by
using multiple financial institutions and enters into credit arrangements only with institutions with investment
grade credit ratings. The Company monitors counterparty credit ratings on an ongoing basis.
On September 21, 2011, the Company entered into a new $200 million five-year unsecured revolving credit
agreement (“$200 million facility”) replacing the Company’s existing $200 million five-year unsecured revolving
credit facility, dated March 8, 2007 scheduled to mature in March 2012. The new $200 million facility has a
scheduled maturity date of September 21, 2016 and up to $25 million is available for the issuance of letters of
credit. Borrowings under the agreement will bear interest at a floating base rate or a floating Eurodollar rate plus
an interest rate spread, dependent on the Company’s credit rating at the time of borrowing. The Company must pay
an annual facility fee of .175% of the lenders’ aggregate commitments under the facility. The $200 million facility
contains two financial covenants: a cash flow/fixed charges ratio (“fixed charges coverage ratio”) and a funded
indebtedness/cash flow ratio (“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
1.0 or higher. The operating cash flow ratio requires the Company to maintain a debt to operating cash flow ratio
of 6.0 to 1.0 or lower. The Company is currently in compliance with these covenants. These covenants do not
currently, and the Company does not anticipate they will, restrict its liquidity or capital resources. On January 1,
2012 and January 2, 2011, the Company had no outstanding borrowings on either $200 million facility.
The Company has $150 million of Senior Notes which mature in November 2012. The Company expects to
use a combination of available cash on hand, borrowings on the uncommitted line of credit and borrowings under
the $200 million facility to repay the notes when due. The Company has classified $30 million of these Senior
Notes due November 2012 as long-term representing the portion the Company expects to be paid using the $200
million facility.
In April 2009, the Company issued $110 million of unsecured 7% Senior Notes due 2019. The proceeds plus
cash on hand were used to repay the $119.3 million debt maturity on May 1, 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 at the discretion of the participating bank. On January 1, 2012 and January 2, 2011, the Company had no
outstanding borrowings under the uncommitted line of credit.
The Company currently provides financing for Piedmont under an agreement that expires on December 31,
2015. Piedmont pays the Company interest on its borrowings at the Company’s average cost of funds plus 0.50%.
The loan balance at January 1, 2012 was $17.8 million. The loan and interest were eliminated in consolidation.

74
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of January 1, 2012 and January 2, 2011, the Company had a weighted average interest rate of 5.9% and
5.8%, respectively, for its outstanding debt and capital lease obligations. The Company’s overall weighted average
interest rate on its debt and capital lease obligations was 6.0%, 5.9% and 5.8% for 2011, 2010 and 2009,
respectively. As of January 1, 2012, none of the Company’s debt and capital lease obligations of $597.3 million
were subject to changes in short-term interest rates.
The Company’s public debt is not subject to financial covenants but does limit the incurrence of certain liens
and encumbrances as well as the incurrence of indebtedness by the Company’s subsidiaries in excess of certain
amounts.
All of the outstanding long-term debt has been issued by the Company with none being issued by any of the
Company’s subsidiaries. There are no guarantees of the Company’s debt.

10. Derivative Financial Instruments

Interest
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 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.
On September 18, 2008, the Company terminated six outstanding interest rate swap agreements with a
notional amount of $225 million receiving $6.2 million in cash proceeds including $1.1 million for previously
accrued interest receivable. After accounting for previously accrued interest receivable, the Company began
amortizing a gain of $5.1 million over the remaining term of the underlying debt. The remaining amount to be
amortized is $1.5 million. All of the Company’s interest rate swap agreements were LIBOR-based.
During 2011, 2010 and 2009, the Company amortized deferred gains related to previously terminated interest
rate swap agreements and forward interest rate agreements, which reduced interest expense by $1.2 million, $1.2
million and $2.1 million, respectively. Interest expense will be reduced by the amortization of these deferred gains
in 2012 through 2015 as follows: $1.1 million, $0.5 million, $0.6 million and $0.1 million, respectively.
The Company had no interest rate swap agreements outstanding at January 1, 2012 and January 2, 2011.

Commodities
The Company is subject to the risk of loss arising from adverse changes in commodity prices. In the normal
course of business, the Company manages these risks through a variety of strategies, including the use of
derivative instruments. The Company does not use derivative instruments for trading or speculative purposes. All
derivative instruments are recorded at fair value as either assets or liabilities in the Company’s consolidated
balance sheets. These derivative instruments are not designated as hedging instruments under GAAP and are used
as “economic hedges” to manage certain commodity risk. At January 1, 2012, the Company had no derivative
instruments to hedge its projected diesel fuel, unleaded gasoline and aluminum purchase requirements. Derivative
instruments held are marked to market on a monthly basis and recognized in earnings consistent with the expense
classification of the underlying hedged item. Settlements of derivative agreements are included in cash flows from
operating activities on the Company’s consolidated statements of cash flows.
The Company uses several different financial institutions for commodity derivative instruments, to minimize
the concentration of credit risk. While the Company is exposed to credit loss in the event of nonperformance by
these counterparties, the Company does not anticipate nonperformance by these parties.

75
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has master agreements with the counterparties to its derivative financial agreements that
provide for net settlement of derivative transactions.
The Company used derivative instruments to hedge essentially all of its diesel fuel purchases for 2009 and
2010 and used derivative instruments to hedge all of the Company’s projected diesel fuel and unleaded gasoline
purchases for the second, third and fourth quarters of 2011. These derivative instruments related to diesel fuel and
unleaded gasoline used by the Company’s delivery fleet and other vehicles. During the first quarter of 2009, the
Company began using derivative instruments to hedge approximately 75% of the Company’s 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.
There were no outstanding derivative agreements as of January 1, 2012.
The following summarizes 2011, 2010 and 2009 net gains and losses on the Company’s fuel and aluminum
derivative financial instruments and the classification, either as cost of sales or S,D&A expenses, of such net gains
and losses in the consolidated statements of operations:
Fiscal Year
In thousands Classification of Gain (Loss) 2011 2010 2009

Fuel hedges – contract premium and contract

settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S,D&A expenses $ (460) $ (267) $ (1,189)
Fuel hedges – mark-to-market adjustment . . . . . . . . . . . . S,D&A expenses (171) (1,445) 3,601
Aluminum hedges – contract premium and contract
settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales 4,400 1,158 385
Aluminum hedges – mark-to-market adjustment . . . . . . . Cost of sales (6,666) (3,786) 10,452
Total Net Gain (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(2,897) $(4,340) $13,249

The following summarizes the fair values and classification in the consolidated balance sheets of derivative
instruments held by the Company as of January 1, 2012 and January 2, 2011:
Balance Sheet Jan. 1, Jan. 2,
In thousands Classification 2012 2011

Assets
Fuel hedges at fair market value . . . . . . . . . . . . Prepaid expenses and other current assets $ — $ 171
Aluminum hedges at fair market value . . . . . . . Prepaid expenses and other current assets — 6,666
Unamortized cost of aluminum hedging
agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets — 2,453
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $9,290

11. Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating the fair values of its
financial instruments:

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable
The fair values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable
approximate carrying values due to the short maturity of these items.

Public Debt Securities

The fair values of the Company’s public debt securities are based on estimated current market prices.

76
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Non-Public Variable Rate Debt

The carrying amounts of the Company’s variable rate borrowings approximate their fair values.

Deferred Compensation Plan Assets/Liabilities

The fair values of deferred compensation plan assets and liabilities, which are held in mutual funds, are based
upon the quoted market value of the securities held within the mutual funds.

Derivative Financial Instruments

The fair values for the Company’s fuel hedging and aluminum hedging agreements are based on current
settlement values. The fair values of the fuel hedging and aluminum hedging agreements at each balance sheet date
represent the estimated amounts the Company would have received or paid upon termination of these agreements.
Credit risk related to the derivative financial instruments is managed by requiring high standards for its
counterparties and periodic settlements. The Company considers nonperformance risk in determining the fair value
of derivative financial instruments.
The carrying amounts and fair values of the Company’s debt, deferred compensation plan assets and
liabilities and derivative financial instruments were as follows:

Jan. 1, 2012 Jan. 2, 2011

Carrying Carrying
In thousands Amount Fair Value Amount Fair Value

Public debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(523,219) $(576,127) $(523,063) $(564,671)

Deferred compensation plan assets . . . . . . . . . . . . . . . . . . . . . . . 10,709 10,709 9,780 9,780
Deferred compensation plan liabilities . . . . . . . . . . . . . . . . . . . . . (10,709) (10,709) (9,780) (9,780)
Fuel hedging agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 171 171
Aluminum hedging agreements . . . . . . . . . . . . . . . . . . . . . . . . . . — — 6,666 6,666
The fair value of the fuel hedging and aluminum hedging agreements at January 2, 2011 represented the
estimated amount the Company would have received upon termination of these agreements. There were no fuel
hedging or aluminum hedging agreements outstanding at January 1, 2012.
In December 2009, the Company terminated certain 2010 aluminum hedging agreements resulting in a net
gain of $0.4 million. The agreements were terminated to balance the risk of future prices and projected aluminum
requirements of the Company.
GAAP requires that assets and liabilities carried at fair value be classified and disclosed in one of the
following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

77
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes, by assets and liabilities, the valuation of the Company’s deferred
compensation plan, fuel hedging agreements and aluminum hedging agreements:
Jan. 1, 2012 Jan. 2, 2011
In thousands Level 1 Level 2 Level 1 Level 2

Assets
Deferred compensation plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,709 $9,780
Fuel hedging agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 171
Aluminum hedging agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 6,666
Liabilities
Deferred compensation plan liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,709 9,780
The Company maintains a non-qualified deferred compensation plan for certain executives and other highly
compensated employees. The investment assets are held in mutual funds. The fair value of the mutual funds is
based on the quoted market value of the securities held within the funds (Level 1). The related deferred
compensation liability represents the fair value of the investment assets.
The Company’s fuel hedging agreements were based on NYMEX rates that are observable and quoted
periodically over the full term of the agreement and are considered Level 2 items.
The Company’s aluminum hedging agreements were based upon LME rates that are observable and quoted
periodically over the full term of the agreements and are considered Level 2 items.
The Company does not have Level 3 assets or liabilities. Also, there were no transfers of assets or liabilities
between Level 1 and Level 2 for 2011, 2010 or 2009.

78
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12. Other Liabilities

Other liabilities were summarized as follows:
Jan. 1, Jan. 2,
In thousands 2012 2011

Accruals for executive benefit plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,242 $ 90,906

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,060 18,976
Total other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $114,302 $109,882

The accruals for executive benefit plans relate to four benefit programs for eligible executives of the
Company. These benefit programs are the Supplemental Savings Incentive Plan (“Supplemental Savings Plan”),
the Officer Retention Plan (“Retention Plan”), a replacement benefit plan and a Long-Term Performance Plan
(“Performance Plan”).
Pursuant to the Supplemental Savings Plan, as amended, eligible participants may elect to defer a portion of
their annual salary and bonus. Participants are immediately vested in all deferred contributions they make and
become fully vested in Company contributions upon completion of five years of service, termination of
employment due to death, retirement or a change in control. Participant deferrals and Company contributions made
in years prior to 2006 are deemed invested in either a fixed benefit option or certain investment funds specified by
the Company. In 2009, the Company matched 50% of the first 6% of salary (excluding bonuses) deferred by the
participant. The Company also made additional contributions during 2009 of 20% of a participant’s annual salary
(excluding bonuses). Beginning in 2010, the Company may elect at its discretion to match up to 50% of the first
6% of salary (excluding bonuses) deferred by the participant. During 2011 and 2010, the Company matched up to
50% of the first 6% of salary (excluding bonus) deferred by the participant. The Company may also make
discretionary contributions to participants’ accounts. The long-term liability under this plan was $58.1 million and
$55.6 million as of January 1, 2012 and January 2, 2011, respectively. The current liability under this plan was
$4.8 million and $4.6 million as of January 1, 2012 and January 2, 2011, respectively.
Under the Retention Plan, as amended effective January 1, 2007, eligible participants may elect to receive an
annuity payable in equal monthly installments over a 10, 15 or 20-year period commencing at retirement or, in
certain instances, upon termination of employment. The benefits under the Retention Plan increase with each year
of participation as set forth in an agreement between the participant and the Company. Benefits under the
Retention Plan are 50% vested until age 50. After age 50, the vesting percentage increases by an additional 5%
each year until the benefits are fully vested at age 60. The long-term liability under this plan was $33.2 million and
$30.6 million as of January 1, 2012 and January 2, 2011, respectively. The current liability under this plan was
$2.2 million and $2.0 million as of January 1, 2012 and January 2, 2011.
In conjunction with the elimination in 2003 of a split-dollar life insurance benefit for officers of the
Company, a replacement benefit plan was established. The replacement benefit plan provides a supplemental
benefit to eligible participants that increases with each additional year of service and is comparable to benefits
provided to eligible participants previously through certain split-dollar life insurance agreements. Upon separation
from the Company, participants receive an annuity payable in up to ten annual installments or a lump sum. The
long-term liability was $.8 million under this plan as of January 1, 2012 and January 2, 2011. The current liability
under this plan was $.1 million as of January 1, 2012 and January 2, 2011.
Under the Performance Plan, adopted as of January 1, 2007, the Compensation Committee of the Company’s
Board of Directors establishes dollar amounts to which a participant shall be entitled upon attainment of the
applicable performance measures. Bonus awards under the Performance Plan are made based on the relative
achievement of performance measures in terms of the Company-sponsored objectives or objectives related to the
performance of the individual participants or of the subsidiary, division, department, region or function in which

79
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the participant is employed. The long-term liability under this plan was $4.1 million and $3.9 million as of
January 1, 2012 and January 2, 2011, respectively. The current liability under this plan was $3.6 million and $3.0
million as of January 1, 2012 and January 2, 2011, respectively.

13. Commitments and Contingencies

Rental expense incurred for noncancellable operating leases was $5.2 million, $5.0 million and $4.5 million
during 2011, 2010 and 2009, respectively. See Note 5 and Note 18 to the consolidated financial statements for
additional information regarding leased property under capital leases.
The Company leases office and warehouse space, machinery and other equipment under noncancellable
operating lease agreements which expire at various dates through 2021. These leases generally contain scheduled
rent increases or escalation clauses, renewal options, or in some cases, purchase options. The Company leases
certain warehouse space and other equipment under capital lease agreements which expire at various dates through
2026. These leases contain scheduled rent increases or escalation clauses. Amortization of assets recorded under
capital leases is included in depreciation expense.
The following is a summary of future minimum lease payments for all capital leases and noncancellable
operating leases as of January 1, 2012.
In thousands Capital Leases Operating Leases Total

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,581 $ 4,930 $ 14,511

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,685 4,300 13,985
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,852 3,492 13,344
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,976 2,682 12,658
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,126 2,563 12,689
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,380 11,599 66,979
Total minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,600 $29,566 $134,166
Less: Amounts representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,546
Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . 74,054
Less: Current portion of obligations under capital leases . . . . . . . . . . . . 4,574
Long-term portion of obligations under capital leases . . . . . . . . . . . . . . $ 69,480

Future minimum lease payments for noncancellable operating leases in the preceding table include renewal
options the Company has determined to be reasonably assured.
In the first quarter of 2011, the Company entered into capital leases for two sales distribution centers. Each
lease has a term of 15 years. The capitalized value for the two leases was $11.3 million and $7.3 million,
respectively.
The Company is a member of South Atlantic Canners, Inc. (“SAC”), a manufacturing cooperative from which
it is obligated to purchase 17.5 million cases of finished product on an annual basis through May 2014. The
Company is also a member of Southeastern Container (“Southeastern”), a plastic bottle manufacturing
cooperative, from which it is obligated to purchase at least 80% of its requirements of plastic bottles for certain
designated territories. See Note 18 to the consolidated financial statements for additional information concerning
SAC and Southeastern.
The Company guarantees a portion of SAC’s and Southeastern’s debt and lease obligations. The amounts
guaranteed were $38.3 million and $29.0 million as of January 1, 2012 and January 2, 2011, respectively. The
Company holds no assets as collateral against these guarantees, the fair value of which was immaterial. The

80
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

guarantees relate to debt and lease obligations of SAC and Southeastern, which resulted primarily from the
purchase of production equipment and facilities. These guarantees expire at various times through 2021. 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 its products to adequately mitigate the risk of material loss from the Company’s guarantees. In the
event either of these cooperatives fail to fulfill their commitments under the related debt and lease obligations, the
Company would be responsible for payments to the lenders up to the level of the guarantees. If these cooperatives
had borrowed up to their aggregate borrowing capacity, the Company’s maximum exposure under these guarantees
on January 1, 2012 would have been $23.9 million for SAC and $25.3 million for Southeastern and the Company’s
maximum total exposure, including its equity investment, would have been $28.0 million for SAC and $43.2
million for Southeastern.
The Company has been purchasing plastic bottles from Southeastern and finished products from SAC for
more than ten years and has never had to pay against these guarantees.
The Company has an equity ownership in each of the entities in addition to the guarantees of certain
indebtedness and records its investment in each under the equity method. As of January 1, 2012, SAC had total
assets of approximately $46 million and total debt of approximately $23 million. SAC had total revenues for 2011
of approximately $178 million. As of January 1, 2012, Southeastern had total assets of approximately $375 million
and total debt of approximately $183 million. Southeastern had total revenue for 2011 of approximately $693
million.
The Company has standby letters of credit, primarily related to its property and casualty insurance programs.
On January 1, 2012, these letters of credit totaled $20.8 million. The Company was required to maintain $4.5
million of restricted cash for letters of credit beginning in the second quarter of 2009 which was reduced to $3.5
million in the second quarter of 2010 and to $3.0 million in the second quarter of 2011. As of January 1, 2012, the
Company maintained $3.0 million of restricted cash for these letters of credit. The requirement to maintain
restricted cash for these letters of credit has been eliminated in the first quarter of 2012.
The Company participates in long-term marketing contractual arrangements with certain prestige properties,
athletic venues and other locations. The future payments related to these contractual arrangements as of January 1,
2012 amounted to $22.2 million and expire at various dates through 2020.
During May 2010, Nashville, Tennessee experienced a severe rain storm which caused extensive flood
damage in the area. The Company has a production/sales distribution facility located in the flooded area. Due to
damage incurred during this flood, the Company recorded a loss of approximately $.2 million on uninsured cold
drink equipment. This loss was offset by gains of approximately $1.1 million for the excess of insurance proceeds
received as compared to the net book value of equipment damaged as a result of the flood. In 2010, the Company
received $7.1 million in insurance proceeds related to insured losses from the flood. All receivables were recorded
for insured losses during fiscal 2010 and were collected in 2010.
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 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.
The Company is subject to audit by tax 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.

81
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

14. Income Taxes

The current income tax provision represents the estimated amount of income taxes paid or payable for the
year, as well as changes in estimates from prior years. The deferred income tax provision represents the change in
deferred tax liabilities and assets. The following table presents the significant components of the provision for
income taxes for 2011, 2010 and 2009.
Fiscal Year
In thousands 2011 2010 2009

Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,295 $25,988 $ 8,657
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,345 567 291
Total current provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,640 $26,555 $ 8,948
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,636 $ (6,695) $ 6,349
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,252 1,789 1,284
Total deferred provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,888 $ (4,906) $ 7,633
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,528 $21,649 $16,581

The Company’s effective income tax rate, as calculated by dividing income tax expense by income before
income taxes, for 2011, 2010 and 2009 was 37.9%, 35.4% and 29.0%, respectively. The Company’s effective tax
rate, as calculated by dividing income tax expense by the difference of income before income taxes minus net
income attributable to noncontrolling interest, for 2011, 2010 and 2009 was 40.6%, 37.5% and 30.3%,
respectively. The following table provides a reconciliation of income tax expense at the statutory federal rate to
actual income tax expense.
Fiscal Year
In thousands 2011 2010 2009

Statutory expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16,848 $20,197 $19,151

State income taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,096 2,516 2,315
Adjustments for uncertain tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (221) (985) (6,266)
Valuation allowance change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 445 (56) (5)
Manufacturing deduction benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,190) (1,995) (420)
Meals and entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,113 1,008 871
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 437 964 935
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,528 $21,649 $16,581

As of January 1, 2012, the Company had $4.7 million of uncertain tax positions, including accrued interest, of
which $2.3 million would affect the Company’s effective rate if recognized. As of January 2, 2011, the Company
had $4.8 million of uncertain tax positions, including accrued interest, of which $2.5 million would affect the
Company’s effective tax rate if recognized. While it is expected that the amount of uncertain tax positions may
change in the next 12 months, the Company does not expect such change would have a significant impact on the
consolidated financial statements.

82
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the beginning and ending balances of the total amounts of uncertain tax positions
(excludes accrued interest) is as follows:
Fiscal Year
In thousands 2011 2010 2009

Gross uncertain tax positions at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . $4,386 $ 4,649 $ 8,000
Increase as a result of tax positions taken during a prior period . . . . . . . . . . . . . . . . . . 28 — —
Decrease as a result of tax positions taken in a prior period . . . . . . . . . . . . . . . . . . . . . — — (214)
Increase as a result of tax positions taken in the current period . . . . . . . . . . . . . . . . . . 641 769 2,535
Decrease relating to settlements with tax authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (594)
Reduction as a result of a lapse of the applicable statute of limitations . . . . . . . . . . . . (774) (1,032) (5,078)
Gross uncertain tax positions at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,281 $ 4,386 $ 4,649

The Company recognizes potential interest and penalties related to uncertain tax positions in income tax
expense. As of January 1, 2012 and January 2, 2011, the Company had approximately $.4 million of accrued
interest related to uncertain tax positions. Income tax expense included an interest credit of $15,000 in 2011, an
interest credit of $.5 million in 2010 and interest credit of $1.6 million in 2009 primarily due to the reduction in the
liability for uncertain tax positions.
The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of
2010 include provisions that will reduce the tax benefits available to employers that receive Medicare Part D
subsidies. As a result, during the first quarter of 2010, the Company recorded tax expense totaling $.5 million
related to changes made to the tax deductibility of Medicare Part D subsidies.
Tax years from 2008 remain open to examination by the Internal Revenue Service, and various tax years from
1993 remain open to examination by certain state tax jurisdictions to which the Company is subject due to loss
carryforwards.
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.
In the first quarter of 2009, the Company reached an agreement with a tax authority to settle prior tax
positions for which the Company had previously provided a liability due to uncertainty of resolution. As a result,
the Company reduced the liability for uncertain tax positions by $1.7 million. The net effect of the adjustment was
a decrease in income tax expense in 2009 of approximately $1.7 million.
In the third quarter of 2009, 2010 and 2011, the Company reduced its liability for uncertain tax positions by
$5.4 million, $1.7 million and $.9 million, respectively. The net effect of the adjustments was a decrease to income
tax expense in 2009, 2010 and 2011 by $5.4 million, $1.7 million and $.9 million, respectively. The reduction of
the liability for uncertain tax positions during these years was due mainly to the lapse of the applicable statute of
limitations.
The valuation allowance increase in 2011 and the decreases in 2010 and 2009 were due to the Company’s
assessments of its ability to use certain net operating loss carryforwards.

83
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred income taxes are recorded based upon temporary differences between the financial statement and
tax bases of assets and liabilities and available net operating loss and tax credit carryforwards. Temporary
differences and carryforwards that comprised deferred income tax assets and liabilities were as follows:
In thousands Jan. 1, 2012 Jan. 2, 2011

Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 123,995 $ 122,963

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,758 70,226
Investment in Piedmont . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41,504 41,755
Debt exchange premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,099 2,634
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,511 6,173
Deferred income tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253,867 243,751
Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,527) (5,706)
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38,398) (36,322)
Postretirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (25,666) (22,950)
Capital lease agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,567) (4,830)
Pension (nonunion) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,412) (22,608)
Pension (union) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,550) (3,671)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,837) (7,732)
Deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (117,957) (103,819)
Valuation allowance for deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,464 499
Total deferred income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,374 140,431
Net current deferred income tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,886) (3,531)
Net noncurrent deferred income tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 142,260 $ 143,962

Note: Net current deferred income tax asset from the table is included in prepaid expenses and other current
assets on the consolidated balance sheets.
Deferred tax assets are recognized for the tax benefit of deductible temporary differences and for federal and
state net operating loss and tax credit carryforwards. Valuation allowances are recognized on these assets if the
Company believes that it is more likely than not that some or all of the deferred tax assets will not be realized. The
Company believes the majority of the deferred tax assets will be realized due to the reversal of certain significant
temporary differences and anticipated future taxable income from operations.
In addition to a valuation allowance related to net operating loss carryforwards, the Company records
liabilities for uncertain tax positions related to certain 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 statute and/or settlements with individual tax jurisdictions may
result in material adjustments to these estimates in the future.
The valuation allowance of $1.5 million as of January 1, 2012 and $.5 million as of January 2, 2011,
respectively, was established primarily for certain net operating loss carryforwards which expire in varying
amounts through 2030.

84
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

15. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive loss is comprised of adjustments relative to the Company’s pension and
postretirement medical benefit plans, foreign currency translation adjustments required for a subsidiary of the
Company that performs data analysis and provides consulting services outside the United States and the
Company’s share of Southeastern’s other comprehensive loss.
A summary of accumulated other comprehensive loss is as follows:

Jan. 2, Pre-tax Tax Jan. 1,

In thousands 2011 Activity Effect 2012

Net pension activity:

Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(51,822) $(21,385) $ 8,418 $(64,789)
Prior service costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (43) (2) 1 (44)
Net postretirement benefits activity:
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,875) (5,555) 2,186 (21,244)
Prior service costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,292 (1,717) 676 5,251
Transition asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 (18) 7 —
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . 4 4 (2) 6
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(63,433) $(28,673) $11,286 $(80,820)

Jan. 3, Pre-tax Tax Jan. 2,

In thousands 2010 Activity Effect 2011

Net pension activity:

Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(40,626) $(18,423) $ 7,227 $(51,822)
Prior service costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (37) (10) 4 (43)
Net postretirement benefits activity:
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13,470) (8,036) 3,631 (17,875)
Prior service costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,376 (1,784) 700 6,292
Transition asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 (25) 10 11
Ownership share of Southeastern OCI . . . . . . . . . . . . . . . . . . . . . . . . . (49) 81 (32) —
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . 13 (15) 6 4
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(46,767) $(28,212) $11,546 $(63,433)

85
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. Capital Transactions

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 Marketsm under the symbol COKE. There is no
established public trading market for the Class B Common Stock. Shares of the Class B Common Stock are
convertible on a share-for-share basis into shares of Common Stock at any time at the option of the holders of
Class B Common Stock.
No cash dividend or dividend of property or stock other than stock of the Company, as specifically described
in the Company’s 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. During 2011, 2010 and 2009, dividends of
$1.00 per share were declared and paid on both Common Stock and Class B Common Stock.
Each share of Common Stock is entitled to one vote per share and each share of Class B Common Stock is
entitled to 20 votes per share at all meetings of shareholders. Except as otherwise required by law, holders of the
Common Stock and Class B Common Stock vote together as a single class on all matters brought before the
Company’s stockholders. In the event of liquidation, there is no preference between the two classes of common stock.
On February 19, 2009, the Company entered into an Amended and Restated Stock Rights and Restrictions
Agreement (the “Amended Rights and Restrictions Agreement”) with The Coca-Cola Company and J. Frank
Harrison, III, the Company’s Chairman and Chief Executive Officer. The Amended Rights and Restrictions
Agreement provides, among other things, (1) that so long as no person or group controls more of the Company’s
voting power than is controlled by Mr. Harrison, III, trustees under the will of J. Frank Harrison, Jr. and any trust
that holds shares of the Company’s stock for the benefit of descendents of J. Frank Harrison, Jr. (collectively, the
“Harrison Family”), The Coca-Cola Company will not acquire additional shares of the Company without the
Company’s consent and the Company will have a right of first refusal with respect to any proposed sale by The
Coca-Cola Company of shares of Company stock; (2) the Company has the right through January 2019 to redeem
shares of the Company’s stock to reduce The Coca-Cola Company’s equity ownership to 20% at a price not less
than $42.50 per share; (3) registration rights for the shares of Company stock owned by The Coca-Cola Company;
and (4) certain rights to The Coca-Cola Company regarding the election of a designee on the Company’s Board of
Directors. The Amended Rights and Restrictions Agreement also provides The Coca-Cola Company the right to
convert its 497,670 shares of the Company’s Common Stock into shares of the Company’s Class B Common
Stock in the event any person or group acquires more of the Company’s voting power than is controlled by the
Harrison Family.
On April 29, 2008, the stockholders of the Company approved a Performance Unit Award Agreement for
Mr. Harrison, III consisting of 400,000 performance units (“Units”). Each Unit represents the right to receive one
share of the Company’s Class B Common Stock, subject to certain terms and conditions. The Units are subject to
vesting in annual increments over a ten-year period starting in fiscal year 2009. The number of Units that vest each
year equal the product of 40,000 multiplied by the overall goal achievement factor (not to exceed 100%) under the
Company’s Annual Bonus Plan.
Each annual 40,000 unit tranche has an independent performance requirement as it is not established until the
Company’s Annual Bonus Plan targets are approved each year by the Compensation Committee of the Board of
Directors. As a result, each 40,000 unit tranche is considered to have its own service inception date, grant-date and
requisite service period. The Company’s Annual Bonus Plan targets, which establish the performance
requirements for the Performance Unit Award Agreement, are approved by the Compensation Committee in the
first quarter of each year. The Performance Unit Award Agreement does not entitle Mr. Harrison, III to participate
in dividends or voting rights until each installment has vested and the shares are issued. Mr. Harrison, III may
satisfy tax withholding requirements in whole or in part by requiring the Company to settle in cash such number of
Units otherwise payable in Class B Common Stock to meet the maximum statutory tax withholding requirements.

86
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Compensation expense for the Performance Unit Award Agreement recognized in 2011 was $2.3 million,
which was based upon a share price of $58.55 on December 30, 2011 (the last trading date prior to January 1,
2012). Compensation expense for the Performance Unit Award Agreement recognized in 2010 was $2.2 million
which was based upon a share price of $55.58 on December 31, 2010. Compensation expense for the Performance
Unit Award Agreement recognized in 2009 was $2.2 million which was based upon a share price of $54.02 on
December 31, 2009.
On March 6, 2012, March 8, 2011 and March 9, 2010, the Compensation Committee determined that 40,000
shares of the Company’s Class B Common Stock should be issued in each year pursuant to a Performance Unit
Award Agreement to J. Frank Harrison, III, in connection with his services in 2011, 2010 and 2009, respectively,
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, 17,680 of such shares were settled in cash in each year to satisfy tax
withholding obligations in connection with the vesting of the performance units.
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 increase in the number of shares outstanding in 2011 and 2010 was due to the issuance of 22,320 shares
of Class B Common Stock related to the Performance Unit Award Agreement in each year, respectively.

87
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

17. Benefit Plans

Pension Plans
Retirement benefits under the two Company-sponsored pension plans are based on the employee’s length of
service, average compensation over the five consecutive years which gives the highest average compensation and
the average of the Social Security taxable wage base during the 35-year period before a participant reaches Social
Security retirement age. Contributions to the plans are based on the projected unit credit actuarial funding method
and are limited to the amounts currently deductible for income tax purposes. On February 22, 2006, the Board of
Directors of the Company approved an amendment to the principal Company-sponsored pension plan covering
nonunion employees to cease further benefit accruals under the plan effective June 30, 2006.
The following tables set forth pertinent information for the two Company-sponsored pension plans:

Changes in Projected Benefit Obligation

Fiscal Year
In thousands 2011 2010

Projected benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $227,784 $193,583

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96 79
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,340 11,441
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,570 29,105
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,819) (6,449)
Change in plan provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 25
Projected benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $244,990 $227,784

The Company recognized an actuarial loss of $18.4 million in 2010 primarily due to a change in the discount
rate from 6.0% in 2009 to 5.5% in 2010 and a change in the mortality assumption tables. The actuarial loss, net of
tax, was also recorded in other comprehensive loss. The Company recognized an actuarial loss of $21.4 million in
2011 primarily due to a change in the discount rate from 5.5% in 2010 to 5.18% in 2011 and lower than expected
investment return on plan assets. The actuarial loss, net of tax, was recorded in other comprehensive loss.
The projected benefit obligations and accumulated benefit obligations for both of the Company’s pension
plans were in excess of plan assets at January 1, 2012 and January 2, 2011. The accumulated benefit obligation
was $245.0 million and $227.8 million at January 1, 2012 and January 2, 2011, respectively.

Change in Plan Assets

In thousands 2011 2010

Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $166,130 $146,564

Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (262) 16,485
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,453 9,530
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,819) (6,449)
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $168,502 $166,130

88
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Funded Status
In thousands Jan. 1, 2012 Jan. 2, 2011

Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(244,990) $(227,784)

Plan assets at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168,502 166,130
Net funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (76,488) $ (61,654)

Amounts Recognized in the Consolidated Balance Sheets

In thousands Jan. 1, 2012 Jan. 2, 2011

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ —
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (76,488) (61,654)
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(76,488) $(61,654)

Net Periodic Pension Cost

Fiscal Year
In thousands 2011 2010 2009

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96 $ 79 $ 71
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,340 11,441 11,136
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,684) (11,525) (9,342)
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 14 13
Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,130 5,723 9,327
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,900 $ 5,732 $11,205

Significant Assumptions Used 2011 2010 2009

Projected benefit obligation at the measurement date:

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.18% 5.50% 6.00%
Weighted average rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A
Net periodic pension cost for the fiscal year:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.50% 6.00% 6.00%
Weighted average expected long-term rate of return on plan assets . . . . . . . . . 7.00% 8.00% 8.00%
Weighted average rate of compensation increase . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A

89
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash Flows
In thousands

Anticipated future pension benefit payments for the fiscal years:

2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,489
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,921
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,343
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,797
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,342
2017 – 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,212
Anticipated contributions for the two Company-sponsored pension plans will be in the range of $18 million to
$21 million in 2012.

Plan Assets
The Company’s pension plans target asset allocation for 2012, actual asset allocation at January 1, 2012 and
January 2, 2011 and the expected weighted average long-term rate of return by asset category were as follows:
Percentage of
Plan Weighted
Assets at Average
Fiscal Year-
Target Expected
End
Allocation Long-Term
2012 2011 2010 Rate of Return - 2011

U.S. large capitalization equity securities . . . . . . . . . . . . . . . . . . . . 40% 41% 42% 3.5%

U.S. small/mid-capitalization equity securities . . . . . . . . . . . . . . . . 5% 4% 4% 0.4%
International equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15% 11% 12% 1.4%
Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40% 44% 42% 1.7%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100% 100% 7.0%

All of the assets in the Company’s pension plans include investments in institutional investment funds
managed by professional investment advisors which hold U.S. equities, international equities and debt securities.
The objective of the Company’s investment philosophy is to earn the plans’ targeted rate of return over longer
periods without assuming excess investment risk. The general guidelines for plan investments include
30% — 50% in large capitalization equity securities, 0% — 20% in U.S. small and mid-capitalization equity
securities, 0% — 20% in international equity securities and 10% — 50% in debt securities. The Company
currently has 56% of its plan investments in equity securities and 44% in debt securities.
U.S. large capitalization equity securities include domestic based companies that are generally included in
common market indices such as the S&P 500™ and the Russell 1000™. U.S. small and mid-capitalization equity
securities include small domestic equities as represented by the Russell 2000™ index. International equity
securities include companies from developed markets outside of the United States. Debt securities at January 1,
2012 are comprised of investments in two institutional bond funds with a weighted average duration of
approximately three years.
The weighted average expected long-term rate of return of plan assets of 7% and 8% was used in determining
net periodic pension cost in 2011 and 2010, respectively. 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 investments and fixed income investments.

90
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the Company’s pension plan assets measured at fair value on a recurring
basis (at least annually) at January 1, 2012:

Quoted Prices in
Active Market for Significant Other
Identical Assets Observable Input
In thousands (Level 1) (Level 2) Total

Cash equivalents(1)
Common/collective trust funds . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 453 $ 453
Equity securities(2)
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,620 — 10,620
U.S. mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,007 — 2,007
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,181 — 1,181
Common/collective trust funds(3) . . . . . . . . . . . . . . . . . . . . . . . . . — 79,041 79,041
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 584 — 584
Fixed income
Common/collective trust funds(3) . . . . . . . . . . . . . . . . . . . . . . . . . — 74,616 74,616
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,392 $154,110 $168,502

(1) Cash equivalents are valued at $100/unit which approximates fair value.
(2) Equity securities other than common/collective trust funds consist primarily of common stock. Investments in
common stocks are valued using quoted market prices multiplied by the number of shares owned.
(3) The underlying investments held in common/collective trust funds are actively managed equity securities and
fixed income investment vehicles that are valued at the net asset value per share multiplied by the number of
shares held as of the measurement date.
The following table summarizes the Company’s pension plan assets measured at fair value on a recurring
basis (at least annually) at January 2, 2011:

Quoted Prices in
Active Market for Significant Other
Identical Assets Observable Input
In thousands (Level 1) (Level 2) Total

Cash equivalents(1)
Common/collective trust funds . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 871 $ 871
Equity securities(2)
U.S. large capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,395 — 19,395
U.S. mid-capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,186 — 4,186
International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,123 — 2,123
Common/collective trust funds(3) . . . . . . . . . . . . . . . . . . . . . . . . . — 69,916 69,916
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,053 — 1,053
Fixed income
Common/collective trust funds(3) . . . . . . . . . . . . . . . . . . . . . . . . . — 68,586 68,586
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $26,757 $139,373 $166,130

91
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Cash equivalents are valued at $100/unit which approximates fair value.
(2) Equity securities other than common/collective trust funds consist primarily of common stock. Investments in
common stocks are valued using quoted market prices multiplied by the number of shares owned.
(3) The underlying investments held in common/collective trust funds are actively managed equity securities and
fixed income investment vehicles that are valued at the net asset value per share multiplied by the number of
shares held as of the measurement date.
The Company does not have any unobservable inputs (Level 3) pension plan assets.

401(k) Savings Plan

The Company provides a 401(k) Savings Plan for substantially all of its employees who are not part of
collective bargaining agreements. The Company suspended matching contributions to its 401(k) Savings Plan
effective April 1, 2009, while maintaining the option to match participants’ 401(k) Savings Plan contributions
based on the financial results for 2009. The Company subsequently decided to match the first 5% of participants’
contributions (consistent with the first quarter of 2009 matching contribution percentage) for the entire year of
2009.
The Company matched the first 3% of participants’ contributions for 2010, while maintaining the option to
increase the matching contributions an additional 2%, for a total of 5%, for the Company’s employees based on the
financial results for 2010. Based on the Company’s financial results, the Company decided to increase the
matching contributions for the additional 2% for the entire year of 2010. The Company made these additional
contribution payments for each quarter in 2010 in the following quarter concluding with the fourth quarter of 2010
payment being made in the first quarter of 2011. The Company had accrued $.7 million in the fourth quarter for
the payment in the first quarter of 2011.
The Company matched the first 3% of participants’ contributions for 2011, while maintaining the option to
increase the matching contributions an additional 2%, for a total of 5%, for the Company’s employees based on the
financial results for 2011. The 2% matching contributions were accrued during 2011 for a total accrual of $2.8
million. Based on the Company’s financial results, the Company decided to increase the matching contributions
for the additional 2% for the entire year of 2011. The Company made this additional contribution payment for
2011 in the first quarter of 2012.
The total expense for this benefit was $8.5 million, $8.7 million and $8.6 million in 2011, 2010 and 2009,
respectively.
During the first quarter of 2012, the Company decided to change the Company’s matching from fixed to
discretionary and no longer match the first 3% of participants’ contributions. The Company maintains the option to
make matching contributions for eligible participants of up to 5% based on the Company’s financial results in the
future.

Postretirement Benefits
The Company provides postretirement benefits for a portion of its current employees. The Company
recognizes the cost of postretirement benefits, which consist principally of medical benefits, during employees’
periods of active service. The Company does not pre-fund these benefits and has the right to modify or terminate
certain of these benefits in the future.

92
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables set forth a reconciliation of the beginning and ending balances of the benefit obligation,
a reconciliation of the beginning and ending balances of the fair value of plan assets and funded status of the
Company’s postretirement benefit plan:

Fiscal Year
In thousands 2011 2010

Benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $55,311 $44,811

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 961 752
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,926 2,521
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568 548
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,901 9,539
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,095) (2,963)
Medicare Part D subsidy reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 103
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $64,696 $55,311

Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ —

Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,403 2,312
Plan participants’ contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 568 548
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,095) (2,963)
Medicare Part D subsidy reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 103
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ —

Jan. 1, Jan. 2,
In thousands 2012 2011

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (3,028) $ (2,802)

Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (61,668) (52,509)
Accrued liability at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(64,696) $(55,311)

The components of net periodic postretirement benefit cost were as follows:

Fiscal Year
In thousands 2011 2010 2009

Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 961 $ 752 $ 617

Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,926 2,521 2,295
Amortization of unrecognized transitional assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18) (25) (25)
Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,345 1,502 1,043
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,717) (1,784) (1,784)
Net periodic postretirement benefit cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,497 $ 2,966 $ 2,146

93
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant Assumptions Used 2011 2010 2009

Benefit obligation at the measurement date:

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.94% 5.25% 5.75%
Net periodic postretirement benefit cost for the fiscal year:
Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.25% 5.75% 6.25%
The weighted average health care cost trend used in measuring the postretirement benefit expense in 2011
was 10% graded down to an ultimate rate of 5% by 2015. The weighted average health care cost trend used in
measuring the postretirement benefit expense in 2010 was 9% graded down to an ultimate rate of 5% by 2014. The
weighted average health care cost trend used in measuring the postretirement benefit expense in 2009 was 9%
graded down to an ultimate rate of 5% by 2013.
A 1% increase or decrease in this 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 1, 2012 . . . . . . . . . . . . . . . . . $7,671 $(6,880)
Service cost and interest cost in 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 481 (477)

Cash Flows
In thousands

Anticipated future postretirement benefit payments reflecting expected future service for the fiscal years:
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,028
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,090
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,323
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,552
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,824
2017 — 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,966
Anticipated future postretirement benefit payments are shown net of Medicare Part D subsidy
reimbursements, which are not material.

94
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The amounts in accumulated other comprehensive loss that have not yet been recognized as components of
net periodic benefit cost at January 2, 2011, the activity during 2011, and the balances at January 1, 2012 are as
follows:
Actuarial Reclassification
In thousands Jan. 2, 2011 Gain (Loss) Adjustments Jan. 1, 2012

Pension Plans:
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (85,622) $(23,516) $ 2,130 $(107,008)
Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . (71) (20) 18 (73)
Postretirement Medical:
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,268) (7,900) 2,345 (35,823)
Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,417 — (1,717) 8,700
Transition asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 — (18) —
$(105,526) $(31,436) $ 2,758 $(134,204)

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of
net periodic cost during 2012 are as follows:
Pension Postretirement
In thousands Plans Medical Total

Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,771 $ 2,448 $ 5,219

Prior service cost (credit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 (1,513) (1,496)
$2,788 $ 935 $ 3,723

Multi-Employer Benefits
The Company currently participates in one multi-employer defined benefit pension plan covering certain
employees whose employment is covered under collective bargaining agreements. The risks of participating in this
multi-employer plan are different from single-employer plans in that assets contributed are pooled and may be
used to provide benefits to employees of other participating employers. If a participating employer stops
contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating
employers. If the Company chooses to stop participating in the multi-employer plan, the Company could be
required to pay the plan a withdrawal liability based on the underfunded status of the plan. The Company stopped
participation in one multi-employer defined pension plan in 2008. See below for additional information.
The Company’s participation in the plan is outlined in the table below. The most recent Pension Protection
Act (“PPA”) zone status available in 2011 and 2010 is for the plan’s years ending at December 31, 2010 and 2009,
respectively. The plan is in the green zone which represents at least 80% funded and does not require a financial
improvement plan (“FIP”) or a rehabilitation plan (“RP”).
Contribution
Pension Protection FIP/RP Status
Act Zone Status (In thousands)
Pending/ Surcharge
Pension Fund 2011 2010 Implemented 2011 2010 2009 Imposed

Employer-Teamsters Local Nos. 175 & 505

Pension Trust Fund (EIN/Pension Plan
No. 55-6021850) . . . . . . . . . . . . . . . . . . . . . . . . Green Green No $555 $481 $516 No
Other multi-employer plans . . . . . . . . . . . . . . . . . 264 247 273
$819 $728 $789

95
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the plan years ended December 31, 2010 and December 31, 2009, respectively, the Company was not
listed in Employer-Teamsters Local Nos. 175 & 505 Pension Trust Fund Forms 5500 as providing more than 5%
of the total contributions for the plan. At the date these financial statements were issued, Forms 5500 were not
available for the plan year ending December 31, 2011.
The collective bargaining agreements covering the Employer-Teamsters Local Nos. 175 & 505 Pension Trust
Fund will expire on July 22, 2012 and April 27, 2014, respectively.
The Company entered into a new agreement in the third quarter of 2008 after one of its collective bargaining
contracts expired in July 2008. The new agreement allowed the Company to freeze its liability to Southeast and
Southwest Areas Pension Plan (“Central States”), a multi-employer defined benefit pension fund, while preserving
the pension benefits previously earned by the employees. As a result of freezing the Company’s liability to Central
States, 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 the agreement to freeze Central States
liability. The remaining $10.6 million is the present value amount, using a discount rate of 7%, that will be paid to
Central States and had been recorded in other liabilities. The Company will pay approximately $1 million annually
through 2028. Including the $3.0 million paid to Southern States in 2008, the Company has paid $5.9 million from
the fourth quarter of 2008 through the end of 2011 and will pay approximately $1 million annually over the next
17 years.

96
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

18. Related Party Transactions

The Company’s business consists primarily of the production, marketing and distribution of nonalcoholic
beverages of The Coca-Cola Company, which is the sole owner of the secret formulas under which the primary
components (either concentrate or syrup) of its soft drink products are manufactured. As of January 1, 2012, The
Coca-Cola Company had a 34.8% interest in the Company’s outstanding Common Stock, representing 5.1% of the
total voting power of the Company’s Common Stock and Class B Common Stock voting together as a single class.
The Coca-Cola Company does not own any shares of Class B Common Stock of the Company.
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 and smartwater. The distribution
agreement is 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 following table summarizes the significant transactions between the Company and The Coca-Cola
Company:
Fiscal Year
In millions 2011 2010 2009

Payments by the Company for concentrate, syrup, sweetener and other purchases . . . . $399.1 $393.5 $361.7
Marketing funding support payments to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . (47.3) (45.1) (46.0)
Payments by the Company net of marketing funding support . . . . . . . . . . . . . . . . . . . $351.8 $348.4 $315.7
Payments by the Company for customer marketing programs . . . . . . . . . . . . . . . . . . . . $ 51.4 $ 50.7 $ 52.0
Payments by the Company for cold drink equipment parts . . . . . . . . . . . . . . . . . . . . . . . 9.3 8.6 7.2
Fountain delivery and equipment repair fees paid to the Company . . . . . . . . . . . . . . . . . 11.4 10.4 11.2
Presence marketing support provided by The Coca-Cola Company on the Company’s
behalf . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1 4.4 4.5
Payments to the Company to facilitate the distribution of certain brands and packages
to other Coca-Cola bottlers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 2.8 1.0
Sales of finished products to The Coca-Cola Company . . . . . . . . . . . . . . . . . . . . . . . . . . — .1 1.1
The Company has a production arrangement with Coca-Cola Refreshments USA, Inc. (“CCR”) to buy and
sell finished products at cost. The Coca-Cola Company acquired Coca-Cola Enterprises Inc. (“CCE”) on
October 2, 2010. In connection with the transaction, CCE changed its name to CCR and transferred its beverage
operations outside of North America to an independent third party. As a result of the transaction, the North
American operations of CCE are now included in CCR. References to “CCR” refer to CCR and CCE as it existed
prior to the acquisition by The Coca-Cola Company. Sales to CCR under this agreement were $55.0 million, $48.5
million and $50.0 million in 2011, 2010 and 2009, respectively. Purchases from CCR under this arrangement were
$23.4 million, $24.8 million and $22.9 million in 2011, 2010 and 2009, respectively. In addition, CCR began
distributing one of the Company’s own brands (Tum-E Yummies) in the first quarter of 2010. Total sales to CCR
for this brand were $16.8 million and $12.9 million in 2011 and 2010, respectively.
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 various procurement functions and distributing certain specified beverage products of The Coca-Cola

97
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Company with the intention of enhancing the efficiency and competitiveness of the Coca-Cola bottling system in
the United States. CCBSS negotiates the procurement for the majority of the Company’s raw materials (excluding
concentrate). The Company pays an administrative fee to CCBSS for its services. Administrative fees to CCBSS
for its services were $.4 million, $.5 million and $.5 million in 2011, 2010 and 2009, respectively. Amounts due
from CCBSS for rebates on raw material purchases were $5.2 million and $3.6 million as of January 1, 2012 and
January 2, 2011, respectively. CCR is also a member of CCBSS.
The Company leases from Harrison Limited Partnership One (“HLP”) the Snyder Production Center (“SPC”)
and an adjacent sales facility, which are located in Charlotte, North Carolina. HLP is directly and indirectly owned
by trusts of which J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the
Company, and Deborah H. Everhart, a director of the Company, are trustees and beneficiaries. Morgan H. Everett,
a director of the Company, is a permissible, discretionary beneficiary of the trusts that directly or indirectly own
HLP. The original lease expired on December 31, 2010. On March 23, 2009, the Company modified the lease
agreement (new terms began January 1, 2011) with HLP related to the SPC lease. The modified lease would not
have changed the classification of the existing lease had it been in effect in the first quarter of 2002, when the
capital lease was recorded, as the Company received a renewal option to extend the term of the lease, which it
expected to exercise. The modified lease did not extend the term of the existing lease (remaining lease term was
reduced from approximately 22 years to approximately 12 years). Accordingly, the present value of the leased
property under capital leases and capital lease obligations was adjusted by an amount equal to the difference
between the future minimum lease payments under the modified lease agreement and the present value of the
existing obligation on the modification date. The capital lease obligations and leased property under capital leases
were both decreased by $7.5 million in March 2009. The annual base rent the Company is obligated to pay under
the modified lease is subject to an adjustment for an inflation factor. The prior lease annual base rent was subject
to adjustment for an inflation factor and for increases or decreases in interest rates, using LIBOR as the
measurement device. The principal balance outstanding under this capital lease as of January 1, 2012 was $25.8
million.
The minimum rentals and contingent rental payments that relate to this lease were as follows:

Fiscal Year
In millions 2011 2010 2009

Minimum rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.4 $ 4.9 $ 4.8

Contingent rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1.7) (1.4)
Total rental payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.4 $ 3.2 $ 3.4

The contingent rentals in 2010 and 2009 reduce the minimum rentals as a result of changes in interest rates,
using LIBOR as the measurement device. Increases or decreases in lease payments that result from changes in the
interest rate factor were recorded as adjustments to interest expense.
The Company leases from Beacon Investment Corporation (“Beacon”) the Company’s headquarters office
facility and an adjacent office facility. The lease expires on December 31, 2021. Beacon’s sole shareholder is
J. Frank Harrison, III. The principal balance outstanding under this capital lease as of January 1, 2012 was $27.1
million. The annual base rent the Company is obligated to pay under the lease is subject to adjustment for
increases in the Consumer Price Index.

98
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The minimum rentals and contingent rental payments that relate to this lease were as follows:

Fiscal Year
In millions 2011 2010 2009

Minimum rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.5 $3.6 $3.6

Contingent rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 .2 .1
Total rental payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3.9 $3.8 $3.7

The contingent rentals in 2011, 2010 and 2009 are a result of changes in the Consumer Price Index. Increases
or decreases in lease payments that result from changes in the Consumer Price Index were recorded as adjustments
to interest expense.
The Company is a shareholder in two entities from which it purchases substantially all of its requirements for
plastic bottles. Net purchases from these entities were $83.9 million, $74.0 million and $68.3 million in 2011,
2010 and 2009, respectively. In conjunction with the Company’s participation in one of these entities,
Southeastern, the Company has guaranteed a portion of the entity’s debt. Such guarantee amounted to $15.2
million as of January 1, 2012. The Company’s equity investment in Southeastern was $17.9 million and $15.7
million as of January 1, 2012 and January 2, 2011, respectively, and was recorded in other assets on the
Company’s consolidated balance sheets.
The Company is a member of SAC, a manufacturing cooperative. SAC sells finished products to the
Company and Piedmont at cost. Purchases from SAC by the Company and Piedmont for finished products were
$134 million, $131 million and $131 million in 2011, 2010 and 2009, respectively. The Company also manages
the operations of SAC pursuant to a management agreement. Management fees earned from SAC were $1.6
million, $1.5 million and $1.2 million in 2011, 2010 and 2009, respectively. The Company has also guaranteed a
portion of debt for SAC. Such guarantee amounted to $23.1 million as of January 1, 2012. The Company’s equity
investment in SAC was $4.1 million and $5.6 million on January 1, 2012 and January 2, 2011, respectively.
The Company holds no assets as collateral against the Southeastern or SAC guarantees, the fair value of
which is immaterial.
The Company monitors its investments in cooperatives and would be required to write down its investment if
an impairment is identified and the Company determined it to be other than temporary. No impairment of the
Company’s investments in cooperatives has been identified as of January 1, 2012 nor was there any impairment in
2011, 2010 and 2009.

99
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19. Net Sales by Product Category

Net sales in the last three fiscal years by product category were as follows:

Fiscal Year
In thousands 2011 2010 2009

Bottle/can sales:
Sparkling beverages (including energy products) . . . . . . . . . . . . . . . . . . $1,052,164 $1,031,423 $1,006,356
Still beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 219,628 213,570 202,079
Total bottle/can sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,271,792 1,244,993 1,208,435
Other sales:
Sales to other Coca-Cola bottlers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,274 140,807 131,153
Post-mix and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139,173 128,799 103,398
Total other sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 289,447 269,606 234,551
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,561,239 $1,514,599 $1,442,986

Sparkling beverages are carbonated beverages and energy products while still beverages are noncarbonated
beverages.

100
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. Net Income Per Share

The following table sets forth the computation of basic net income per share and diluted net income per share
under the two-class method. See Note 1 to the consolidated financial statements for additional information related
to net income per share.
Fiscal Year
In thousands (except per share data) 2011 2010 2009

Numerator for basic and diluted net income per Common Stock and Class B
Common Stock share:
Net income attributable to Coca-Cola Bottling Co. Consolidated . . . . . . . . . . . . . $28,608 $36,057 $38,136
Less dividends:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,141 7,141 7,070
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,062 2,039 2,092
Total undistributed earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,405 $26,877 $28,974

Common Stock undistributed earnings — basic . . . . . . . . . . . . . . . . . . . . . . . . . . $15,056 $20,905 $22,360

Class B Common Stock undistributed earnings — basic . . . . . . . . . . . . . . . . . . . . 4,349 5,972 6,614
Total undistributed earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,405 $26,877 $28,974

Common Stock undistributed earnings — diluted . . . . . . . . . . . . . . . . . . . . . . . . . $14,990 $20,814 $22,279

Class B Common Stock undistributed earnings — diluted . . . . . . . . . . . . . . . . . . 4,415 6,063 6,695
Total undistributed earnings — diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19,405 $26,877 $28,974

Numerator for basic net income per Common Stock share:

Dividends on Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,141 $ 7,141 $ 7,070
Common Stock undistributed earnings — basic . . . . . . . . . . . . . . . . . . . . . . . . . . 15,056 20,905 22,360
Numerator for basic net income per Common Stock share . . . . . . . . . . . . . . $22,197 $28,046 $29,430

Numerator for basic net income per Class B Common Stock share:
Dividends on Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,062 $ 2,039 $ 2,092
Class B Common Stock undistributed earnings — basic . . . . . . . . . . . . . . . . . . . . 4,349 5,972 6,614
Numerator for basic net income per Class B Common Stock share . . . . . . . $ 6,411 $ 8,011 $ 8,706

Numerator for diluted net income per Common Stock share:

Dividends on Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,141 $ 7,141 $ 7,070
Dividends on Class B Common Stock assumed converted to Common Stock . . . 2,062 2,039 2,092
Common Stock undistributed earnings — diluted . . . . . . . . . . . . . . . . . . . . . . . . . 19,405 26,877 28,974
Numerator for diluted net income per Common Stock share . . . . . . . . . . . . . $28,608 $36,057 $38,136

101
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year
In thousands (Except Per Share Data) 2011 2010 2009

Numerator for diluted net income per Class B Common Stock share:
Dividends on Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,062 $2,039 $2,092
Class B Common Stock undistributed earnings — diluted . . . . . . . . . . . . . . . . . . . . . 4,415 6,063 6,695
Numerator for diluted net income per Class B Common Stock share . . . . . . . . . . . $6,477 $8,102 $8,787

Denominator for basic net income per Common Stock and Class B Common Stock
share:
Common Stock weighted average shares outstanding — basic . . . . . . . . . . . . . . . . . . 7,141 7,141 7,072
Class B Common Stock weighted average shares outstanding — basic . . . . . . . . . . . 2,063 2,040 2,092
Denominator for diluted net income per Common Stock and Class B Common Stock
share:
Common Stock weighted average shares outstanding — diluted (assumes
conversion of Class B Common Stock to Common Stock) . . . . . . . . . . . . . . . . . . . 9,244 9,221 9,197
Class B Common Stock weighted average shares outstanding — diluted . . . . . . . . . . 2,103 2,080 2,125
Basic net income per share:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.11 $ 3.93 $ 4.16

Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.11 $ 3.93 $ 4.16

Diluted net income per share:

Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.09 $ 3.91 $ 4.15

Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.08 $ 3.90 $ 4.13

NOTES TO TABLE
(1) For purposes of the diluted net income per share computation for Common Stock, shares of Class B Common
Stock are assumed to be converted; therefore, 100% of undistributed earnings is allocated to Common Stock.
(2) For purposes of the diluted net income per share computation for Class B Common Stock, weighted average
shares of Class B Common Stock are assumed to be outstanding for the entire period and not converted.
(3) Denominator for diluted net income per share for Common Stock and Class B Common Stock includes the
diluted effect of shares relative to the Performance Unit Award.

102
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

21. Risks and Uncertainties

Approximately 88% of the Company’s 2011 bottle/can volume to retail customers are 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 2011 bottle/can volume to retail customers are
products of other beverage companies or those owned by the Company. The Company has beverage agreements
under which it has various requirements to meet. Failure to meet the requirements of these beverage agreements
could result in the loss of distribution rights for the respective product.
The Company’s products are sold and distributed directly by its employees to retail stores and other outlets.
During 2011, approximately 69% of the Company’s bottle/can volume to retail customers was sold for future
consumption, while the remaining bottle/can volume to retail customers of approximately 31% was sold for
immediate consumption. The Company’s largest customers, Wal-Mart Stores, Inc. and Food Lion, LLC, accounted
for approximately 21% and 9%, respectively, of the Company’s total bottle/can volume to retail customers during
2011; accounted for approximately 24% and 10%, respectively, of the Company’s total bottle/can volume to retail
customers during 2010; and accounted for approximately 19% and 12%, respectively, of the Company’s total
bottle/can volume during 2009. Wal-Mart Stores, Inc. accounted for approximately 15%, 17% and 15% of the
Company’s total net sales during 2011, 2010 and 2009, respectively. No other customer represented greater than
10% of the Company’s total net sales for any years presented.
The Company obtains all of its aluminum cans from two domestic suppliers. The Company currently obtains
all of its plastic bottles from two domestic entities. See Note 13 and Note 18 of the consolidated financial
statements for additional information.
The Company is exposed to price risk on such commodities as aluminum, corn and resin 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 crude 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. In addition, there is no limit on the price The Coca-Cola
Company and other beverage companies can charge for concentrate.
Certain liabilities of the Company are subject to risk of changes in both long-term and short-term interest
rates. These liabilities include floating rate debt, retirement benefit obligations and the Company’s pension
liability.
Approximately 7% of the Company’s labor force is covered by collective bargaining agreements. Two
collective bargaining agreements covering approximately 6% of the Company’s employees expired during 2011
and the Company entered into new agreements in 2011. One collective bargaining agreement covering
approximately .4% of the Company’s employees will expire during 2012.

103
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

22. Supplemental Disclosures of Cash Flow Information

As discussed in Note 1 of the consolidated financial statements, a revision was made to the 2010 comparative
statements of cash flows to correct an immaterial error. This revision has been applied to the 2010 amounts in the
table below.
Changes in current assets and current liabilities affecting cash were as follows:

Fiscal Year
In thousands 2011 2010 2009

Accounts receivable, trade, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(8,728) $(4,015) $ 7,122

Accounts receivable from The Coca-Cola Company . . . . . . . . . . . . . . . . . . . . . . . . . 3,642 (7,972) (655)
Accounts receivable, other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45) (1,875) (4,015)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,288) (7,887) 6,375
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,707 9,142 (13,963)
Accounts payable, trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,514 6,252 (17,218)
Accounts payable to The Coca-Cola Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,092 (2,822) (7,431)
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,549) 7,487 4,474
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,741) 3,608 517
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (75) 2 (2,618)
(Increase) decrease in current assets less current liabilities . . . . . . . . . . . . . . . . . . . . $ 5,529 $ 1,920 $(27,412)

Non-cash activity
Additions to property, plant and equipment of $6.2 million and $10.4 million have been accrued but not paid
and are recorded in accounts payable, trade as of January 1, 2012 and January 2, 2011, respectively. Additions to
property, plant and equipment included $1.5 million for a trade-in allowance on manufacturing equipment in 2010.
Cash payments for interest and income taxes were as follows:
Fiscal Year
In thousands 2011 2010 2009

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $34,989 $34,117 $39,268

Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,414 14,117 13,825

104
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

23. New Accounting Pronouncements

Recently Adopted Pronouncements
In January 2010, the Financial Accounting Standards Board (“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. The new guidance was effective for 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 was effective for the Company in the first quarter of 2011. The Company’s adoption of this new guidance
did not have a material impact on the Company’s consolidated financial statements.
In September 2011, the FASB issued new guidance which requires additional disclosures about an employer’s
participating in multi-employer pension plans. The new guidance is effective for annual periods ending after
December 15, 2011. The Company’s adoption of this new guidance did not have a material impact on the
Company’s consolidated financial statements.

Recently Issued Pronouncements

In June 2011, the FASB amended its guidance on the presentation of comprehensive income in financial
statements to improve the comparability, consistency and transparency of financial reporting and to increase the
prominence of items that are recorded in other comprehensive income. The new accounting guidance requires
entities to report components of comprehensive income in either a continuous statement of comprehensive income
or two separate but consecutive statements. The provisions of this new guidance are effective for fiscal years, and
interim periods within those years, beginning after December 15, 2011. The Company expects that a new
statement of comprehensive income will be presented in future consolidated financial statements instead of the
current reporting of comprehensive income in the consolidated statement of stockholders’ equity.
In September 2011, the FASB issued new guidance relative to the test for goodwill impairment. The new
guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to
perform the two-step goodwill impairment test. The new guidance is effective for annual and interim goodwill
impairment tests performed for fiscal years beginning after December 15, 2011 with early early adoption
permitted. The Company does not expect the requirements of this new guidance to have a material impact on the
Company’s consolidated financial statements.

105
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

24. Quarterly Financial Data (Unaudited)

Set forth below are unaudited quarterly financial data for the fiscal years ended January 1, 2012 and
January 2, 2011.
Quarter
Year Ended January 1, 2012 1(1) 2(2) 3(3)(4) 4(5)
In thousands (except per share data)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $359,629 $422,893 $405,858 $372,859
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,161 165,573 162,716 151,793
Net income attributable to Coca-Cola Bottling Co. Consolidated . . 5,913 11,101 9,768 1,826
Basic net income per share based on net income attributable to
Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .64 $ 1.21 $ 1.06 $ .20
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .64 $ 1.21 $ 1.06 $ .20
Diluted net income per share based on net income attributable to
Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .64 $ 1.20 $ 1.06 $ .20
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .64 $ 1.20 $ 1.05 $ .19
Quarter
Year Ended January 2, 2011 1(6) 2(7)(8)(9) 3(10)(11)(12) 4(13)
In thousands (except per share data)
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $347,498 $417,361 $395,364 $354,376
Gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,703 168,008 173,117 152,988
Net income attributable to Coca-Cola Bottling Co. Consolidated . . 4,660 12,043 15,533 3,821
Basic net income per share based on net income attributable to
Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .51 $ 1.31 $ 1.69 $ .42
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .51 $ 1.31 $ 1.69 $ .42
Diluted net income per share based on net income attributable to
Coca-Cola Bottling Co. Consolidated:
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .51 $ 1.31 $ 1.68 $ .41
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ .50 $ 1.30 $ 1.68 $ .41
Sales are seasonal with the highest sales volume occurring in May, June, July and August.
See Note 1 to the consolidated financial statements for information concerning the revision of prior period
financial statements.
(1) Net income in the first quarter of 2011 included a $0.5 million ($0.3 million, net of tax, or $0.03 per basic
common share) debit for a mark-to-market adjustment related to the Company’s aluminum hedging program.
(2) Net income in the second quarter of 2011 included a $1.7 million ($1.0 million, net of tax, or $0.11 per basic
common share) debit for a mark-to-market adjustment related to the Company’s aluminum hedging program.
(3) Net income for the third quarter of 2011 included a $1.8 million ($1.2 million, net of tax, or $0.10 per basic
common share) debit for a mark-to-market adjustment related to the Company’s aluminum hedging program.
(4) Net income in the third quarter of 2011 included a $0.9 million credit to income tax expense ($0.10 per basic
common share) related to the reduction of the liability for uncertain tax positions due mainly to the lapse of
applicable statute of limitations.

106
 COCA-COLA BOTTLING CO. CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) Net income in the fourth quarter of 2011 included a $2.6 million ($1.6 million, net of tax, or $0.17 per basic
common share) debit for a mark-to-market adjustment related to the Company’s aluminum hedging program.
(6) Net income in the first quarter of 2010 included a $0.5 million debit to income tax expense ($0.05 per basic
common share) related to the change in tax law eliminating the tax deduction available for Medicare Part D
subsidy.
(7) Net income in the second quarter of 2010 included a $1.1 million ($0.7 million, net of tax, or $0.07 per basic
common share) debit for a mark-to-market adjustment related to the Company’s fuel hedging program.
(8) Net income in the second quarter of 2010 included a $6.7 million ($4.1 million, net of tax, or $0.45 per basic
common share) debit for a mark-to-market adjustment related to the Company’s aluminum hedging program.
(9) Net income in the second quarter of 2010 included a $0.8 million ($0.5 million, net of tax, or $0.05 per basic
common share) credit related to the gain on the replacement of flood damaged production equipment.
(10) Net income in the third quarter of 2010 included a $3.0 million ($1.8 million, net of tax, or $0.20 per basic
common share) credit for a mark-to-market adjustment related to the Company’s aluminum hedging program.
(11) Net income in the third quarter of 2010 included a $0.8 million ($0.5 million, net of tax, or $0.05 per basic
common share) debit related to the impairment/accelerated depreciation of property, plant and equipment.
(12) Net income in the third quarter of 2010 included a $1.7 million credit to income tax expense ($0.18 per basic
common share) related to the reduction of the liability for uncertain tax positions due mainly to the lapse of
applicable statute of limitations.
(13) Net income in the fourth quarter of 2010 included a $2.9 million ($1.7 million, net of tax, or $0.19 per basic
common share) debit related to the impairment/accelerated depreciation of property, plant and equipment.

107
 Management’s Report on Internal Control over Financial Reporting
Management of Coca-Cola Bottling Co. Consolidated (the “Company”) is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act. The Company’s internal control over financial reporting is a process designed under the
supervision of the Company’s chief executive and chief financial officers to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial
statements for external purposes in accordance with the U.S. generally accepted accounting principles. The
Company’s internal control over financial reporting includes policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
transactions and dispositions of assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and
expenditures are being made only in accordance with authorizations of management and the directors of the
Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the Company’s financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
As of January 1, 2012, management assessed the effectiveness of the Company’s internal control over
financial reporting based on the framework established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment,
management determined that the Company’s internal control over financial reporting as of January 1, 2012 was
effective.
The effectiveness of the Company’s internal control over financial reporting as of January 1, 2012, has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their
report appearing on page 109.

March 16, 2012

108
 Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Coca-Cola Bottling Co. Consolidated:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present
fairly, in all material respects, the financial position of Coca-Cola Bottling Co. Consolidated and its subsidiaries at
January 1, 2012 and January 2, 2011, and the results of their operations and their cash flows for each of the three
years in the period ended January 1, 2012 in conformity with accounting principles generally accepted in the
United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing
under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of January 1, 2012, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and
the financial statement schedule, for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on
these financial statements, on the financial statement schedule, and on the Company’s internal control over
financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement
and whether effective internal control over financial reporting was maintained in all material respects. Our audits
of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Charlotte, North Carolina

March 16, 2012

109
 The financial statement schedule required by Regulation S-X is set forth in response to Item 15 below.
The supplementary data required by Item 302 of Regulation S-K is set forth in Note 24 to the consolidated
financial statements.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the
supervision and with the participation of the Company’s management, including the Company’s Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure
controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange
Act”)) pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of
January 1, 2012.
See page 108 for “Management’s Report on Internal Control over Financial Reporting.” See page 109 for the
“Report of Independent Registered Public Accounting Firm.”
There has been no change in the Company’s internal control over financial reporting during the quarter ended
January 1, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.

Item 9B. Other Information

Not applicable.

110
 PART III

Item 10. Directors, Executive Officers and Corporate Governance

For information with respect to the executive officers of the Company, see “Executive Officers of the
Company” included as a separate item at the end of Part I of this Report. For information with respect to the
Directors of the Company, see the “Proposal 1: Election of Directors” section of the Proxy Statement for the 2012
Annual Meeting of Stockholders, which is incorporated herein by reference. For information with respect to
Section 16 reports, see the “Additional Information About Directors and Executive Officers — Section 16(a)
Beneficial Ownership Reporting Compliance” section of the Proxy Statement for the 2012 Annual Meeting of
Stockholders, which is incorporated herein by reference. For information with respect to the Audit Committee of
the Board of Directors, see the “Corporate Governance — Board Committees” section of the Proxy Statement for
the 2012 Annual Meeting of Stockholders, which is incorporated herein by reference.
The Company has adopted a Code of Ethics for Senior Financial Officers, which is intended to qualify as a
“code of ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act (the “Code of Ethics”).
The Code of Ethics applies to the Company’s Chief Executive Officer; Chief Operating Officer; Chief Financial
Officer; Chief Accounting Officer; Vice President and Treasurer and any other person performing similar
functions. The Code of Ethics is available on the Company’s website at www.cokeconsolidated.com. The
Company intends to disclose any substantive amendments to, or waivers from, its Code of Ethics on its website or
in a report on Form 8-K.

Item 11. Executive Compensation

For information with respect to executive and director compensation, see the “Executive Compensation
Tables,” “Additional Information About Directors and Executive Officers — Compensation Committee Interlocks
and Insider Participation,” “Compensation Committee Report,” “Director Compensation” and “Corporate
Governance — The Board’s Role in Risk Oversight” sections of the Proxy Statement for the 2012 Annual Meeting
of Stockholders, which are incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
For information with respect to security ownership of certain beneficial owners and management, see the
“Principal Stockholders” and “Security Ownership of Directors and Executive Officers” sections of the Proxy
Statement for the 2012 Annual Meeting of Stockholders, which are incorporated herein by reference. For
information with respect to securities authorized for issuance under equity compensation plans, see the “Equity
Compensation Plan Information” section of the Proxy Statement for the 2012 Annual Meeting of Stockholders,
which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
For information with respect to certain relationships and related transactions, see the “Related Person
Transactions” section of the Proxy Statement for the 2012 Annual Meeting of Stockholders, which is incorporated
herein by reference. For certain information with respect to director independence, see the disclosures in the
“Corporate Governance” section of the Proxy Statement for the 2012 Annual Meeting of Stockholders regarding
director independence, which are incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

For information with respect to principal accountant fees and services, see “Proposal 2: Ratification of
Appointment of Independent Registered Public Accounting Firm” of the Proxy Statement for the 2012 Annual
Meeting of Stockholders, which is incorporated herein by reference.

111
 PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) List of documents filed as part of this report.

1. Financial Statements

Consolidated Statements of Operations

Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders’ Equity
Notes to Consolidated Financial Statements
Management’s Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm

2. Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts and Reserves

All other financial statements and schedules not listed have been omitted because the required
information is included in the consolidated financial statements or the notes thereto, or is not applicable
or required.

3. Listing of Exhibits

The agreements included in the following exhibits to this report are included to provide information regarding
their terms and are not intended to provide any other factual or disclosure information about the Company or the
other parties to the agreements. Some of the agreements contain representations and warranties by each of the
parties to the applicable agreements. These representations and warranties have been made solely for the benefit of
the other parties to the applicable agreements and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the
risk to one of the parties if those statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party in connection with the
negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or
other investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified
in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date
they were made or at any other time.

112
 Exhibit Index
Incorporated by Reference
Number Description or Filed Herewith

(3.1) Restated Certificate of Incorporation of the Company. Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q
for the quarter ended June 29,
2003 (File No. 0-9286).
(3.2) Amended and Restated Bylaws of the Company. Exhibit 3.1 to the Company’s
Current Report on Form 8-K
filed on December 10, 2007
(File No. 0-9286).
(4.1) Specimen of Common Stock Certificate. Exhibit 4.1 to the Company’s
Registration Statement (File
No. 2-97822) on Form S-1 as
filed on May 31, 1985.
(4.2) Supplemental Indenture, dated as of March 3, 1995, between the Exhibit 4.2 to the Company’s
Company and Citibank, N.A. (as successor to NationsBank of Annual Report on Form 10-K
Georgia, National Association, the initial trustee). for the fiscal year ended
December 29, 2002
(File No. 0-9286).
(4.3) Officers’ Certificate pursuant to Sections 102 and 301 of the Exhibit 4.2 to the Company’s
Indenture, dated as of July 20, 1994, as supplemented and restated by Quarterly Report on Form 10-Q
the Supplemental Indenture, dated as of March 3, 1995, between the for the quarter ended July 4,
Company and The Bank of New York Mellon Trust Company, N.A., 2010 (File No. 0-9286).
as successor trustee, relating to the establishment of the Company’s
$110,000,000 aggregate principal amount of 7.00% Senior Notes
due 2019.
(4.4) Resolutions adopted by Executive Committee of the Board of Exhibit 4.3 to the Company’s
Directors of the Company related to the establishment of the Quarterly Report on Form10Q
Company’s $110,000,000 aggregate principal amount of 7.00% for the quarter ended July 4,
Senior Notes due 2019. 2010 (File No. 0-9286).
(4.5) Form of the Company’s 5.00% Senior Notes due 2012. Exhibit 4.1 to the Company’s
Current Report on Form 8-K
filed on November 21, 2002
(File No. 0-9286).
(4.6) Form of the Company’s 5.30% Senior Notes due 2015. Exhibit 4.1 to the Company’s
Current Report on Form 8-K
filed on March 27, 2003
(File No. 0-9286).
(4.7) Form of the Company’s 5.00% Senior Notes due 2016. Exhibit 4.1 to the Company’s
Quarterly Report on Form 10-Q
for the quarter ended October 2,
2005 (File No. 0-9286).
(4.8) Form of the Company’s 7.00% Senior Notes due 2019. Exhibit 4.1 to the Company’s
Current Report on Form 8- K
filed on April 7, 2009
(File No. 0-9286).
(4.9) Third Amended and Restated Promissory Note, dated as of June 16, Exhibit 4.1 to the Company’s
2010, by and between the Company and Piedmont Coca-Cola Quarterly Report on Form 10-Q
Bottling Partnership. for the quarter ended July 4,
2010 (File No. 0-9286).

113
 Incorporated by Reference
Number Description or Filed Herewith

(4.10) The registrant, by signing this report, agrees to furnish the Securities
and Exchange Commission, upon its request, a copy of any instrument
which defines the rights of holders of long-term debt of the registrant
and its consolidated subsidiaries which authorizes a total amount of
securities not in excess of 10 percent of the total assets of the
registrant and its subsidiaries on a consolidated basis.
(10.1) U.S. $200,000,000 Credit Agreement, dated as of September 21, 2011, Exhibit 10.1 to the Company’s
by and among the Company, the banks named therein and JP Morgan Quarterly Report on Form 10-Q
Chase Bank, N.A., as Administrative Agent. for the quarter ended October 2,
2011 (File No. 0-9286).
(10.2) Amended and Restated Guaranty Agreement, effective as of July 15, Exhibit 10.10 to the Company’s
1993, made by the Company and each of the other guarantor parties Annual Report on Form 10-K
thereto in favor of Trust Company Bank and Teachers Insurance and for the fiscal year ended
Annuity Association of America. December 29, 2002
(File No. 0-9286).
(10.3) Amended and Restated Guaranty Agreement, dated as of May 18, Exhibit 10.17 to the Company’s
2000, made by the Company in favor of Wachovia Bank, N.A. Annual Report on Form 10-K
for the fiscal year ended
December 30, 2001
(File No. 0-9286).
(10.4) Guaranty Agreement, dated as of December 1, 2001, made by the Exhibit 10.18 to the Company’s
Company in favor of Wachovia, Bank, N.A. Annual Report on Form 10-K
for the fiscal year ended
December 30, 2001
(File No. 0-9286).
(10.5) Amended and Restated Stock Rights and Restrictions Agreement, Exhibit 10.1 to the Company’s
dated February 19, 2009, by and among the Company, The Coca-Cola Current Report on Form 8-K
Company, Carolina Coca-Cola Bottling Investments, Inc. and J. Frank filed on February 19, 2009
Harrison, III. (File No. 0-9286).
(10.6) Termination of Irrevocable Proxy and Voting Agreement, dated Exhibit 10.2 to the Company’s
February 19, 2009, by and between The Coca-Cola Company Current Report on Form 8-K
and J. Frank Harrison, III. filed on February 19, 2009
(File No. 0-9286).
(10.7) Form of Master Bottle Contract (“Cola Beverage Agreement”), made Exhibit 10.1 to the Company’s
and entered into, effective January 27, 1989, between The Coca-Cola Quarterly Report on Form 10-Q
Company and the Company, together with Form of Home Market for the quarter ended October 3,
Amendment to Master Bottle Contract, effective as of 2010 (File No. 0-9286).
October 29, 1999.
(10.8) Form of Allied Bottle Contract (“Allied Beverage Agreement”), made Exhibit 10.2 to the Company’s
and entered into, effective January 11, 1990, between The Coca-Cola Quarterly Report on Form 10-Q
Company and the Company (as successor to Coca-Cola Bottling for the quarter ended October 3,
Company of Anderson, S.C.). 2010 (File No. 0-9286).
(10.9) Letter Agreement, dated January 27, 1989, between The Coca-Cola Exhibit 10.3 to the Company’s
Company and the Company, modifying the Cola Beverage Quarterly Report on Form 10-Q
Agreements and Allied Beverage Agreements. for the quarter ended October 3,
2010 (File No. 0-9286).

114
 Incorporated by Reference
Number Description or Filed Herewith

(10.10) Form of Marketing and Distribution Agreement (“Still Beverage Exhibit 10.4 to the Company’s
Agreement”), made and entered into effective October 1, 2000, Quarterly Report on Form 10-Q
between The Coca-Cola Company and the Company (as successor to for the quarter ended October 3,
Metrolina Bottling Company), with respect to Dasani. 2010 (File No. 0-9286).
(10.11) Form of Letter Agreement, dated December 10, 2001, between The Exhibit 10.5 to the Company’s
Coca-Cola Company and the Company, together with Letter Quarterly Report on Form 10-Q
Agreement, dated December 14, 1994, modifying the Still Beverage for the quarter ended October 3,
Agreements. 2010 (File No. 0-9286).
(10.12) Incidence Pricing Letter Agreement (“Pricing Agreement”), dated Exhibit 10.6 to the Company’s
March 16, 2009, between The Coca-Cola Company, by and through Quarterly Report on Form 10-Q
its Coca-Cola North America division, and the Company. ** for the quarter ended October 3,
2010 (File No. 0-9286).
(10.13) Amendment No. 2 to Pricing Agreement, dated December 15, 2011, Exhibit 10.1 to the Company’s
between the Company and The Coca-Cola Company, by and through Current Report on Form 8-K
its Coca-Cola North America division. filed on December 22, 2011
(File No. 0-9286).
(10.14) Letter Agreement, dated as of March 10, 2008, by and between the Exhibit 10.1 to the Company’s
Company and The Coca-Cola Company.** Quarterly Report on Form 10-Q
for the quarter ended March 30,
2008 (File No. 0-9286).
(10.15) Lease, dated as of January 1, 1999, by and between the Company Exhibit 10.5 to the Company’s
and Ragland Corporation. Annual Report on Form 10-K
for the fiscal year ended
December 31, 2000
(File No. 0-9286).
(10.16) First Amendment to Lease and First Amendment to Memorandum Exhibit 10.33 to the Company’s
of Lease, dated as of August 30, 2002, between the Company and Annual Report on Form 10-K
Ragland Corporation. for the fiscal year ended
December 29, 2002
(File No. 0-9286).
(10.17) Lease Agreement, dated as of March 23, 2009, between the Company Exhibit 10.1 to the Company’s
and Harrison Limited Partnership One. Current Report on Form 8-K
filed on March 26, 2009
(File No. 0-9286).
(10.18) Lease Agreement, dated as of December 18, 2006, between CCBCC Exhibit 10.1 to the Company’s
Operations, LLC and Beacon Investment Corporation. Current Report on Form 8-K
filed on December 21, 2006
(File No. 0-9286).
(10.19) Limited Liability Company Operating Agreement of Coca-Cola Exhibit 10.35 to the Company’s
Bottlers’ Sales & Services Company LLC, made as of January 1, Annual Report on Form 10-K
2003, by and between Coca-Cola Bottlers’ Sales & Services Company for the fiscal year ended
LLC and Consolidated Beverage Co., a wholly-owned subsidiary of December 29, 2002
the Company. (File No. 0-9286).
(10.20) Partnership Agreement of Piedmont Coca-Cola Bottling Partnership Exhibit 10.7 to the Company’s
(formerly known as Carolina Coca-Cola Bottling Partnership), dated Annual Report on Form 10-K
as of July 2, 1993, by and among Carolina Coca-Cola Bottling for the fiscal year ended
Investments, Inc., Coca-Cola Ventures, Inc., Coca-Cola Bottling Co. December 29, 2002
Affiliated, Inc., Fayetteville Coca-Cola Bottling Company and (File No. 0-9286).
Palmetto Bottling Company.

115
 Incorporated by Reference
Number Description or Filed Herewith

(10.21) Master Amendment to Partnership Agreement, Management Exhibit 10.1 to the Company’s
Agreement and Definition and Adjustment Agreement, dated as of Current Report on Form 8-K
January 2, 2002, by and among Piedmont Coca-Cola Bottling filed on January 14, 2002
Partnership, CCBC of Wilmington, Inc., The Coca-Cola Company, (File No. 0-9286).
Piedmont Partnership Holding Company, Coca-Cola Ventures, Inc.
and the Company.
(10.22) Fourth Amendment to Partnership Agreement, dated as of March 28, Exhibit 4.2 to the Company’s
2003, by and among Piedmont Coca-Cola Bottling Partnership, Quarterly Report on Form 10-Q
Piedmont Partnership Holding Company and Coca-Cola Ventures, for the quarter ended March 30,
Inc. 2003 (File No. 0-9286).
(10.23) Management Agreement, dated as of July 2, 1993, by and among the Exhibit 10.8 to the Company’s
Company, Piedmont Coca-Cola Bottling Partnership (formerly known Annual Report on Form 10-K
as Carolina Coca-Cola Bottling Partnership), CCBC of Wilmington, for the fiscal year ended
Inc., Carolina Coca-Cola Bottling Investments, Inc., Coca-Cola December 29, 2002
Ventures, Inc. and Palmetto Bottling Company. (File No. 0-9286).
(10.24) First Amendment to Management Agreement (relating to the Exhibit 10.14 to the Company’s
Management Agreement designated as Exhibit 10.23 of this Exhibit Annual Report on Form 10-K
Index) effective as of January 1, 2001. for the fiscal year ended
December 31, 2000
(File No. 0-9286).
(10.25) Management Agreement, dated as of June 1, 2004, by and among Exhibit 10.1 to the Company’s
CCBCC Operations, LLC, a wholly-owned subsidiary of the Quarterly Report on Form 10-Q
Company, and South Atlantic Canners, Inc. for the quarter ended June 27,
2004 (File No. 0-9286).
(10.26) Agreement, dated as of March 1, 1994, between the Company and Exhibit 10.12 to the Company’s
South Atlantic Canners, Inc. Annual Report on Form 10-K
for the fiscal year ended
December 29, 2002
(File No. 0-9286).
(10.27) Coca-Cola Bottling Co. Consolidated Amended and Restated Annual Appendix B to the Company’s
Bonus Plan, effective January 1, 2007.* Proxy Statement for the 2007
Annual Meeting of
Stockholders (File No. 0-9286).
(10.28) Coca-Cola Bottling Co. Consolidated Long-Term Performance Plan, Appendix C to the Company’s
effective January 1, 2007.* Proxy Statement for the 2007
Annual Meeting of
Stockholders (File No. 0-9286).
(10.29) Form of Long-Term Performance Plan Bonus Award Agreement.* Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q
for the quarter ended July 4,
2010 (File No. 0-9286).
(10.30) Performance Unit Award Agreement, dated February 27, 2008.* Appendix A to the Company’s
Proxy Statement for the 2008
Annual Meeting of
Stockholders (File No. 0-9286).
(10.31) Coca-Cola Bottling Co. Consolidated Supplemental Savings Incentive Filed herewith.
Plan, as amended and restated effective November 1, 2011.*

116
 Incorporated by Reference
Number Description or Filed Herewith

(10.32) Coca-Cola Bottling Co. Consolidated Director Deferral Plan, Exhibit 10.17 to the Company’s
effective January 1, 2005.* Annual Report on Form 10-K
for the fiscal year ended
January 1, 2006
(File No. 0-9286).
(10.33) Coca-Cola Bottling Co. Consolidated Officer Retention Plan, as Exhibit 10.4 to the Company’s
amended and restated effective January 1, 2007.* Quarterly Report on Form 10-Q
for the quarter ended April 1,
2007 (File No. 0-9286).
(10.34) Amendment No. 1 to Coca-Cola Bottling Co. Consolidated Officer Exhibit 10.32 to the Company’s
Retention Plan, as amended and restated effective January 1, 2009. * Annual Report on Form 10-K
for the fiscal year ended
December 28, 2008
(File No. 0-9286).
(10.35) Life Insurance Benefit Agreement, effective as of December 28, 2003, Exhibit 10.37 to the Company’s
by and between the Company and Jan M. Harrison, Trustee under the Annual Report on Form 10-K
J. Frank Harrison, III 2003 Irrevocable Trust, John R. Morgan, for the fiscal year ended
Trustee under the Harrison Family 2003 Irrevocable Trust, December 28, 2003
and J. Frank Harrison, III.* (File No. 0-9286).
(10.36) Form of Amended and Restated Split-Dollar and Deferred Exhibit 10.24 to the Company’s
Compensation Replacement Benefit Agreement, effective as of Annual Report on Form 10-K
November 1, 2005, between the Company and eligible employees for the fiscal year ended
of the Company.* January 1, 2006
(File No. 0-9286).
(10.37) Form of Split-Dollar and Deferred Compensation Replacement Exhibit 10.1 to the Company’s
Benefit Agreement Election Form and Agreement Amendment, Current Report on Form 8-K
effective as of June 20, 2005, between the Company and certain filed on June 24, 2005
executive officers of the Company.* (File No. 0-9286).
(12) Ratio of earnings to fixed charges. Filed herewith.
(21) List of subsidiaries. Filed herewith.
(31.1) Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. Filed herewith.
(31.2) Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. Filed herewith.
(32) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Filed herewith.
Section 906 of the Sarbanes-Oxley Act of 2002.
101 Financial statement from the annual report on Form 10-K of Coca-Cola
Bottling Co. Consolidated for the fiscal year ended January 1, 2012, filed
on March 16, 2012, formatted in XBRL (Extensible Business Reporting
Language): (i) the Consolidated Statements of Operations; (ii) the
Consolidated Balance Sheets; (iii) the Consolidated Statements of
Changes in Equity; (iv) the Consolidated Statements of Cash Flows and
(v) the Notes to the Consolidated Financial Statements tagged as blocks
of text.

* Management contracts and compensatory plans and arrangements required to be filed as exhibits to this form
pursuant to Item 15(c) of this report.
** Certain portions of the exhibit have been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested for such portions of the exhibit.
(b) Exhibits.
See Item 15(a)3

(c) Financial Statement Schedules.

See Item 15(a)2

117
 Schedule II
COCA-COLA BOTTLING CO. CONSOLIDATED
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In thousands)
Allowance for Doubtful Accounts
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions of Year

Fiscal year ended January 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,300 $ 518 $297 $1,521

Fiscal year ended January 2, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,187 $ (445) $442 $1,300
Fiscal year ended January 3, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,188 $1,593 $594 $2,187

Deferred Income Tax Valuation Allowance

Additions
Balance at Charged to Additions Balance
Beginning Costs and Charged to at End
of Year Expenses Other Deductions of Year

Fiscal year ended January 1, 2012 . . . . . . . . . . . . . . . . . . . $499 $707 $286 $28 $1,464
Fiscal year ended January 2, 2011 . . . . . . . . . . . . . . . . . . . $530 $ 25 $ — $56 $ 499
Fiscal year ended January 3, 2010 . . . . . . . . . . . . . . . . . . . $535 $ 41 $ — $46 $ 530

118
 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)

Date: March 16, 2012 By: /s/ J. Frank Harrison, III

J. Frank Harrison, III
Chairman of the Board of Directors
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date

By: /s/ J. FRANK HARRISON, III Chairman of the Board of Directors, March 16, 2012
J. Frank Harrison, III Chief Executive Officer and Director

By: /s/ H. W. MCKAY BELK Director March 16, 2012

H. W. McKay Belk

By: /s/ ALEXANDER B. CUMMINGS, JR. Director March 16, 2012

Alexander B. Cummings, Jr.

By: /s/ SHARON A. DECKER Director March 16, 2012

Sharon A. Decker

By: /s/ WILLIAM B. ELMORE President, Chief Operating Officer and March 16, 2012
William B. Elmore Director

By: /s/ MORGAN H. EVERETT Director March 16, 2012

Morgan H. Everett

By: /s/ DEBORAH H. EVERHART Director March 16, 2012

Deborah H. Everhart

By: /s/ HENRY W. FLINT Vice Chairman of the Board of Directors and March 16, 2012
Henry W. Flint Director

By: /s/ WILLIAM H. JONES Director March 16, 2012

William H. Jones

By: /s/ JAMES H. MORGAN Director March 16, 2012

James H. Morgan

By: /s/ JOHN W. MURREY, III Director March 16, 2012

John W. Murrey, III

By: /s/ DENNIS A. WICKER Director March 16, 2012

Dennis A. Wicker

By: /s/ JAMES E. HARRIS Senior Vice President, Shared Services and March 16, 2012
James E. Harris Chief Financial Officer

By: /s/ WILLIAM J. BILLIARD Vice President, Operations Finance and March 16, 2012
William J. Billiard Chief Accounting Officer

119
 CORPORATE INFORMATION

Transfer Agent and Dividend Disbursing Agent

The Company’s transfer agent is responsible for stockholder records, issuance of stock certificates
and distribution of dividend payments and IRS Form 1099s. The transfer agent also administers plans
for dividend reinvestment and direct deposit. Stockholder requests and inquiries concerning these
matters are most efficiently answered by corresponding directly with American Stock Transfer & Trust
Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. Communication may also be made by
telephone Toll-Free (866) 627-2648 or via the Internet at www.amstock.com.

Stock Listing
The NASDAQ Stock Market LLC (Global Select Market)
NASDAQ Symbol – COKE

Company Website
www.cokeconsolidated.com
The Company makes available free of charge through its Internet website 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 material is electronically filed with or
furnished to the Securities and Exchange Commission.

Corporate Office
The corporate office is located at 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211. The
mailing address is Coca-Cola Bottling Co. Consolidated, P. O. Box 31487, Charlotte, NC 28231.

Annual Meeting
The Annual Meeting of Stockholders of Coca-Cola Bottling Co. Consolidated will be held at the
Marriott SouthPark, 2200 Rexford Road, Charlotte, NC 28211 on Tuesday, May 8, 2012, at 9:00 a.m.,
local time.

Form 10-K and Code of Ethics for Senior Financial Officers

A copy of the Company’s Annual Report to the Securities and Exchange Commission (Form 10-K)
and its Code of Ethics for Senior Financial Officers is available to stockholders without charge
upon written request to James E. Harris, Senior Vice President, Shared Services and Chief
Financial Officer, Coca-Cola Bottling Co. Consolidated, P. O. Box 31487, Charlotte, North
Carolina 28231. This information may also be obtained from the Company’s website listed
above.
 BOARD OF DIRECTORS

J. Frank Harrison, III Deborah H. Everhart

Chairman of the Board of Directors and affiliate Broker
Chief executive officer assist2Sell
Coca-Cola Bottling Co. Consolidated
Henry W. Flint
H.W. McKay Belk Vice Chairman of the Board of Directors
Vice Chairman Coca-Cola Bottling Co. Consolidated
Belk, Inc.
Dr. William H. Jones
Alexander B. Cummings, Jr. president
executive Vice president and Columbia International university
Chief administrative officer
the Coca-Cola Company James H. Morgan
Chairman of the Board of Directors and
Sharon A. Decker Chief executive officer
Chief executive officer Krispy Kreme Doughnuts, Inc.
the tapestry Group
John W. Murrey, III
William B. Elmore assistant professor
president and Chief operating officer appalachian School of law
Coca-Cola Bottling Co. Consolidated
Dennis A. Wicker
Morgan H. Everett partner
Community relations Director nelson, Mullins, riley & Scarborough llp
Coca-Cola Bottling Co. Consolidated Former lieutenant Governor of the
State of north Carolina

EXECUTIVE OFFICERS

J. Frank Harrison, III Norman C. George

Chairman of the Board of Directors and president, BYB Brands, Inc.
Chief executive officer
James E. Harris
William B. Elmore Senior Vice president, Shared Services and
president and Chief operating officer Chief Financial officer

Henry W. Flint David L. Hopkins

Vice Chairman of the Board of Directors Senior Vice president, operations

William J. Billiard Umesh M. Kasbekar

Vice president, operations Finance and Senior Vice president, planning and administration
Chief accounting officer
Lauren C. Steele
Robert G. Chambless Senior Vice president, Corporate affairs
Senior Vice president, Sales and Marketing
Michael A. Strong
Clifford M. Deal, III Senior Vice president, Human resources
Vice president and treasurer
 Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, NC 28211

Mailing Address:
Post Office Box 31487
Charlotte, NC 28231

704.557.4400

CokeConsolidated.com

facebook.com/CokeConsolidated twitter.com/CokeCCBCC