8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

November 21, 2007

COCA-COLA BOTTLING CO. CONSOLIDATED

(Exact name of registrant as specified in its charter)

Delaware	0-9286	56-0950585
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

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)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On November 21, 2007, Coca-Cola Bottling Co. Consolidated issued its Report to Stockholders for the quarter ended September 30, 2007. A copy of the Report to Stockholders is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     99.1     Report to Stockholders for the quarter ended September 30, 2007.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COCA-COLA BOTTLING CO. CONSOLIDATED (REGISTRANT)
Date: November 21, 2007	BY:	/s/ Steven D. Westphal
		Steven D. Westphal Principal Financial Officer of the Registrant and Senior Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported:	Commission File No:
November 21, 2007	0-9286

COCA-COLA BOTTLING CO. CONSOLIDATED

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Report to Stockholders for the quarter ended September 30, 2007.

EX-99.1

Exhibit 99.1

Report to Stockholders for the Quarter Ended September 30, 2007

Dear Stockholders,

Your Company reported net income for the third quarter of 2007 of $5.3 million, or basic net income per share of $.58, compared to net income for the third quarter of 2006 of $4.9 million, or basic net income per share of $.54. Net income for the first nine months of 2007 was $21.6 million, or basic net income per share of $2.37, compared to $14.6 million, or basic net income per share of $1.61, for the same period in 2006. Our results in the third quarter and first nine months of 2007 included the after-tax impact of restructuring costs of $0.1 million, or basic net income per share of $.01, and $1.6 million, or basic net income per share of $.18, respectively, related to our simplification of the Company’s operating management structure and reduction in workforce to improve operating efficiencies across the Company’s business. This restructuring was announced in the first quarter of this year.

Net sales decreased $3.3 million, or .9%, in the third quarter of 2007 compared to the third quarter of 2006. Net sales increased $4.9 million, or .5%, in the first nine months of 2007 compared to the first nine months of 2006. The decrease in revenue for the third quarter was primarily due to a decrease in sales to other Coca-Cola bottlers offset somewhat by an increase in selling prices. The increase in revenue for the first nine months of 2007 was primarily due to increases in selling prices offset by a decrease in sales to other Coca-Cola bottlers. Bottle/can volume was relatively flat in both the third quarter and the first nine months of 2007 compared to the same periods in 2006 due to a decrease in sales of sparkling beverages, excluding energy drinks, offset by increases in the sales of still beverages, primarily tea products.

Gross margin decreased $2.2 million, or 1.4%, in the third quarter of 2007 compared to the third quarter of 2006. Gross margin increased $4.9 million, or 1.0%, in the first nine months of 2007 compared to the same period in 2006. The decrease in gross margin dollars in the third quarter was primarily attributable to an increase in the costs of raw materials that was offset by higher selling prices, additional marketing funding from The Coca-Cola Company and reduced manufacturing overhead costs. The increase in gross margin dollars in the first nine months was primarily attributable to higher selling prices, additional marketing funding from The Coca-Cola Company and reduced manufacturing overhead costs offset by an increase in the costs of raw materials.

Selling, delivery and administrative (“S,D&A”) expenses decreased $.6 million, or .4%, and $3.1 million, or .8%, in the third quarter and first nine months of 2007, respectively, compared to the same periods in 2006. During the third quarter and first nine months of 2007, the Company recorded restructuring costs of $.2 million and $2.6 million, respectively. Excluding these pre-tax restructuring costs, S,D&A expenses decreased $.8 million in the third quarter of 2007 and $5.7 million in the first nine months of 2007. The Company’s focus on resource efficiency is evidenced by these favorable trends in S,D&A expenses.

During the third quarter of 2007, operating income was $20.2 million, a decrease of $1.6 million or 7.3%, compared to $21.8 million during the third quarter of 2006. Operating income in the first nine months of 2007 was $73.3 million, an increase of $8.1 million or 12.4%, from $65.2 million during the first nine months of 2006. During the third quarter of 2007, the decrease in gross margin exceeded the favorable decrease in S,D&A expenses. The increase in operating income during the first nine months of 2007 was due to the combination of increased gross margin and the favorable decrease in S,D&A expenses.

The Company expanded its product offerings in the energy drink category during the third quarter of 2007 with the addition of NOS^® products from Fuze, a subsidiary of The Coca-Cola Company. The Company’s product innovation during the third quarter of 2007 also included juice products from Fuze, V8 juice products from Campbell’s and Country Breeze tea products. The Company plans to add glaceau’s vitaminwater products during the fourth quarter of 2007. The Company is focused on continuing to drive operating results with the combination of resource efficiency and the addition of new products to improve our competitive position in the marketplace.

J. Frank Harrison, III	William B. Elmore
Chairman and Chief Executive Officer	President and Chief Operating Officer

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

In Thousands

	Sept. 30,		Dec. 31,		Oct. 1,
	2007		2006		2006
Assets
Current Assets:
Cash and cash equivalents	$	88,400	$	61,823	$	57,420
Trade accounts receivable, net		96,914		91,299		90,749
Accounts receivable, other		29,896		13,480		17,053
Inventories		62,822		67,055		56,799
Prepaids and other current assets		16,000		13,485		14,627
Total current assets		294,032		247,142		236,648
Property, plant and equipment, net		359,391		384,464		389,856
Leased property under capital leases, net		71,896		69,851		70,681
Other assets		34,670		35,542		36,791
Franchise rights, net		520,672		520,672		520,672
Goodwill, net		102,049		102,049		102,049
Other identifiable intangible assets, net		4,413		4,747		4,871
Total	$	1,387,123	$	1,364,467	$	1,361,568
Liabilities and Stockholders’ Equity
Current Liabilities:
Current portion of debt	$	100,000	$	100,000	$	—
Current portion of obligations under capital leases		2,559		2,435		1,583
Accounts payable and accrued expenses		149,746		146,507		150,262
Total current liabilities		252,305		248,942		151,845
Deferred income taxes		152,392		162,694		158,529
Pension, postretirement and other liabilities		154,239		146,355		155,554
Obligations under capital leases		78,280		75,071		76,328
Long-term debt		591,450		591,450		691,450
Total liabilities		1,228,666		1,224,512		1,233,706
Minority interest		47,963		46,002		45,330
Stockholders’ equity		110,494		93,953		82,532
Total	$	1,387,123	$	1,364,467	$	1,361,568

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

In Thousands (Except Per Share Data)

	Third Quarter				First Nine Months
	2007		2006		2007		2006
Net sales	$	367,360	$	370,626	$	1,095,359	$	1,090,429
Cost of sales		212,148		213,237		619,366		619,325
Gross margin		155,212		157,389		475,993		471,104
Selling, delivery and administrative expenses		134,861		135,421		402,376		405,459
Amortization of intangibles		111		136		334		426
Income from operations		20,240		21,832		73,283		65,219
Interest expense		12,135		12,745		36,647		37,808
Minority interest		110		841		1,960		2,546
Income before income taxes		7,995		8,246		34,676		24,865
Income taxes		2,722		3,305		13,061		10,222
Net income	$	5,273	$	4,941	$	21,615	$	14,643
Basic net income per share:
Common Stock	$	.58	$	.54	$	2.37	$	1.61
Weighted average number of Common Stock shares outstanding		6,644		6,643		6,644		6,643
Class B Common Stock	$	.58	$	.54	$	2.37	$	1.61
Weighted average number of Class B Common Stock shares outstanding		2,480		2,460		2,480		2,460
Diluted net income per share:
Common Stock	$	.58	$	.54	$	2.36	$	1.61
Weighted average number of Common Stock shares outstanding — assuming dilution		9,144		9,123		9,140		9,120
Class B Common Stock	$	.58	$	.54	$	2.36	$	1.60
Weighted average number of Class B Common Stock shares outstanding — assuming dilution		2,500		2,480		2,496		2,476
Cash dividends per share:
Common Stock	$	.25	$	.25	$	.75	$	.75
Class B Common Stock	$	.25	$	.25	$	.75	$	.75

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, 59 Maiden Lane, New York, New York 10038. Communication may also be made by telephone toll-free (800) 937-5449 or via the internet at www.amstock.com.

Stock Listing

Coca-Cola Bottling Co. Consolidated is listed on The NASDAQ Stock Market (Global Market) under the ticker symbol COKE.

Company Website

www.cokeconsolidated.com

Corporate Office

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

Periodic Reports and Code of Ethics for Senior Financial Officers

Copies of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K to the United States Securities and Exchange Commission and its Code of Ethics for Senior Financial Officers are available without charge upon written request to Steven D. Westphal, Senior Vice President and Chief Financial Officer, Coca-Cola Bottling Co. Consolidated, P.O. Box 31487, Charlotte, NC 28231. This information may also be obtained from the Company’s website noted above.

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Included in this Report to Stockholders and other information that we make publicly available from time to time are forward-looking management comments and other statements that reflect management’s current outlook for future periods. These statements include, among others, statements about the Company’s focus on driving its results through the combined efforts of resource efficiency and the introduction of new products, such as vitaminwater.

These statements and expectations are based on currently available competitive, financial and economic data along with our 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. Among the events or uncertainties which could adversely affect future periods are: lower than expected selling pricing resulting from increased marketplace competition; changes in how significant customers market or promote our products; changes in public and consumer preferences related to nonalcoholic beverages; our inability to meet requirements under bottling contracts; material changes in the performance requirements for marketing funding support or our inability to meet such requirements; decreases from historic levels of marketing funding support; changes in The Coca-Cola Company’s and other beverage companies’ levels of advertising, marketing and spending on brand innovation; the inability of our aluminum can or plastic bottle suppliers to meet our purchase requirements; our inability to offset higher raw material costs with higher selling prices, increased bottle/can sales volume or reduced expenses; sustained increases in fuel costs or our inability to secure adequate supplies of fuel; sustained increases in workers’ compensation, employment practices and vehicle accident costs; sustained increases in the cost of employee benefits; changes in interest rates; adverse changes in our credit rating (whether as a result of our operations or prospects or as a result of those of The Coca-Cola Company or other bottlers in the Coca-Cola system); changes in legal contingencies; additional taxes resulting from tax audits; natural disasters and unfavorable weather; issues surrounding labor relations; our use of estimates and assumptions; our ability to declare dividends on our Common Stock without declaring equal or any dividends on our Class B Common Stock; public policy challenges regarding the sale of soft drinks in schools; and the concentration of our capital stock ownership. The forward-looking statements in this Report to Stockholders should be read in conjunction with the more detailed descriptions of the above factors included in our Annual Report on Form 10-K for the year ended December 31, 2006 under Part I, Item 1A “Risk Factors.” The Company undertakes no obligation to update or revise any forward-looking statements contained in this Report to Stockholders as a result of new information or future events or developments.