8-K

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):

July 23, 2003

COCA-COLA BOTTLING CO. CONSOLIDATED

(Exact name of registrant as specified in its charter)

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

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)

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements. Not applicable.

(b) Pro Forma Financial Information. Not applicable.

(c) Exhibits. The following exhibit is filed herewith:

99.1     Press release issued on July 23, 2003.

Item 9.    Regulation FD Disclosure.

The following information is being furnished pursuant to Item 12 – Results of Operations and Financial Condition.

The Registrant issued a press release on July 23, 2003 covering the results of the second quarter of 2003.

Signatures

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 thereunto duly authorized:

	COCA-COLA BOTTLING CO. CONSOLIDATED (REGISTRANT)
Date: July 25, 2003	BY:	/s/    David V. Singer
		David V. Singer Principal Financial Officer of the Registrant and Executive Vice President and Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

EXHIBITS

CURRENT REPORT

ON

FORM 8-K

Date of Event Reported:	Commission File No:
July 23, 2003	0-9286

COCA-COLA BOTTLING CO. CONSOLIDATED

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press release issued on July 23, 2003.

EX-99.1

Exhibit 99.1

Coca-Cola Bottling Co. Consolidated, 4100 Coca-Cola Plaza, Charlotte, NC 28211

News Release

	Media Contact:	Lauren C. Steele VP Corporate Affairs 704-557-4551
	Investor Contact:	David V. Singer Executive VP & CFO 704-557-4604

FOR IMMEDIATE RELEASE	Symbol: COKE
July 23, 2003	Quoted:  The Nasdaq Stock Market (National Market)

Coca-Cola Bottling Co. Consolidated Reports Second Quarter 2003 Results

CHARLOTTE, NC — Coca-Cola Bottling Co. Consolidated today announced earnings of $11.9 million or $1.32 per share for the second quarter of 2003. This compares to net income of $10.8 million or $1.23 per share for the second quarter of 2002. For the first six months of 2003, net income was $13.3 million or $1.47 per share as compared to $14.2 million or $1.61 per share for the first six months of 2002.

Net sales declined 3.4% in the second quarter of 2003 as compared to the second quarter of 2002. This decline reflects lower bottle/can volume, which was down 4.3% in the second quarter and 1.9% in the first half. The difference between the growth rate in net sales and the growth rate in volume primarily reflects higher average revenue per case. The decline in net sales reflects unseasonably cool and abnormally wet weather across the Company’s territories as well as less aggressive retail pricing by several of the Company’s large customers. As a result of soft net sales performance, income from operations was down $6.3 million or 19% for the second quarter. The reduction in income from operations was partially offset by declines in interest expense and minority interest. In addition, the Company’s second quarter income tax provision was favorably impacted by a $3.1 million benefit resulting from the completion of a tax audit.

J. Frank Harrison, III, Chairman and CEO, said that he was disappointed with operating income through June, but was pleased with the Company’s expense control and continued success in debt reduction. Mr. Harrison said, “Due to the fixed nature of many of the Company’s costs, weaker than anticipated net sales translate into lower operating income.” Mr. Harrison said, “Despite higher wage rates and a significant increase in the cost of pension and health care benefits, the Company’s operating expenses were up less than 3% for the first half of 2003. Furthermore, the Company reduced overall debt and capital lease liabilities by more than $11 million over the past 12 months, despite the $53.5 million acquisition of an additional 22.7% interest in Piedmont Coca-Cola Bottling Partnership. The reductions in debt and capital lease liabilities along with the acquisition of another portion of Piedmont provided for lower interest expense and minority interest, which helped offset some of the Company’s shortfall in operating income in the first half of 2003.”

William B. Elmore, President and COO, attributes some of the Company’s net sales performance through the first six months to industry wide softness in the Company’s markets. Mr. Elmore said, “Although our volume has been weak during the first half of 2003, our market share has remained stable. The unseasonably cool and wet weather we have experienced so far this year appears to have had a dampening effect on overall beverage sales in our territories, especially in the higher margin immediate consumption market.” Mr. Elmore went on to say, “The Company is focused on improving net sales performance in the second half of the year through a combination of higher pricing and innovations in packaging, which include a 390 ml PET bottle for the immediate consumption market and 12 ounce PET bottles in Fridge Packs^™ for the take-home market.”

Forward-looking statements.

Included in this news release are several forward-looking management comments and other statements that reflect management’s current outlook for future periods. These 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. These statements may include, among others, statements relating to our expectations concerning improving net sales performance in the second half of 2003 and our introduction of a 390 ml PET bottle for the immediate consumption market and 12 ounce PET bottles in Fridge Packs^™ for the take-home market. Among the events or uncertainties which could adversely affect future periods are lower-than-expected net pricing resulting from increased marketplace competition, an inability to meet requirements under bottling contracts, an inability to meet performance requirements for expected levels of marketing support payments from The Coca-Cola Company, material changes from expectations in the cost of raw materials, the inability of our aluminum can or PET bottle suppliers to meet our demand, higher than expected fuel prices, adverse weather conditions and unfavorable interest rate fluctuations. The forward-looking statements in this news release should be read in conjunction with the detailed cautionary statements found on pages 27 and 28 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2002.

-Enjoy Coca-Cola-

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

In Thousands (Except Per Share Data)

	Second Quarter						First Half
	2003			2002			2003			2002
Net sales	$	318,165		$	329,512		$	593,365		$	601,130
Cost of sales		164,505			170,068			304,811			307,212
Gross margin		153,660			159,444			288,554			293,918
Selling, general and administrative expenses		106,789			106,757			208,914			203,169
Depreciation expense		19,282			18,857			38,297			36,842
Amortization of intangibles		767			686			1,465			1,373
Income from operations		26,822			33,144			39,878			52,534
Interest expense		10,916			11,877			21,287			24,017
Other income (expense), net		(246	)		(650	)		(445	)		(1,549	)
Minority interest		1,142			2,764			1,258			3,523
Income before income taxes		14,518			17,853			16,888			23,445
Income taxes		2,618			7,070			3,581			9,284
Net income	$	11,900		$	10,783		$	13,307		$	14,161
Basic net income per share	$	1.32		$	1.23		$	1.47		$	1.61
Diluted net income per share	$	1.32		$	1.21		$	1.47		$	1.60
Weighted average number of common shares outstanding		9,043			8,784			9,043			8,779
Weighted average number of common shares outstanding—assuming dilution		9,043			8,880			9,043			8,869

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

In Thousands

	June 29, 2003		Dec. 29, 2002		June 30, 2002
ASSETS
Current Assets:
Cash	$	7,272	$	18,193	$	8,667
Accounts receivable, trade, net		84,858		79,548		93,548
Accounts receivable from The Coca-Cola Company		12,586		12,992		15,729
Accounts receivable, other		2,770		17,001		5,610
Inventories		40,114		38,648		42,020
Prepaid expenses and other current assets		8,565		4,588		7,404
Total current assets		156,165		170,970		172,978
Property, plant and equipment, net		461,707		466,840		472,790
Leased property under capital leases, net		44,342		44,623		48,532
Other assets		60,912		58,167		73,376
Franchise rights and goodwill, net		622,426		606,128		607,007
Other identifiable intangible assets, net		9,631		6,797		7,340
Total	$	1,355,183	$	1,353,525	$	1,382,023

Coca-Cola Bottling Co. Consolidated

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

In Thousands

	June 29, 2003			Dec. 29, 2002			June 30, 2002
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Portion of long-term debt payable within one year	$	39		$	31		$	215,631
Current portion of obligations under capital leases		4,091			3,960			4,777
Accounts payable, trade		38,083			38,303			42,257
Accounts payable to The Coca-Cola Company		8,229			9,823			6,646
Other accrued liabilities		76,748			72,647			82,261
Accrued compensation		12,904			20,462			11,570
Accrued interest payable		11,962			10,649			11,140
Total current liabilities		152,056			155,875			374,282
Deferred income taxes		158,874			155,964			164,485
Pension and retiree benefit obligations		39,286			37,227			30,893
Other liabilities		60,248			58,261			61,133
Obligations under capital leases		42,182			42,066			42,123
Long-term debt		825,078			807,725			620,125
Total liabilities		1,277,724			1,257,118			1,293,041
Minority interest		32,832			63,540			59,356
Stockholders’ Equity:
Common Stock		9,704			9,704			9,498
Class B Common Stock		3,029			3,009			3,009
Capital in excess of par value		97,220			95,986			88,843
Retained earnings		14,828			6,043			1,854
Accumulated other comprehensive loss		(18,900	)		(20,621	)		(12,324	)
		105,881			94,121			90,880
Less-Treasury stock, at cost:
Common		60,845			60,845			60,845
Class B Common		409			409			409
Total stockholders’ equity		44,627			32,867			29,626
Total	$	1,355,183		$	1,353,525		$	1,382,023