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<SEC-DOCUMENT>0000950168-02-002302.txt : 20020813
<SEC-HEADER>0000950168-02-002302.hdr.sgml : 20020813
<ACCEPTANCE-DATETIME>20020813164059
ACCESSION NUMBER:		0000950168-02-002302
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20020630
FILED AS OF DATE:		20020813

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COCA COLA BOTTLING CO CONSOLIDATED /DE/
		CENTRAL INDEX KEY:			0000317540
		STANDARD INDUSTRIAL CLASSIFICATION:	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
		IRS NUMBER:				560950585
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0103

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-09286
		FILM NUMBER:		02730198

	BUSINESS ADDRESS:	
		STREET 1:		4100 COCA COLA PLZ
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28211
		BUSINESS PHONE:		7045514400

	MAIL ADDRESS:	
		STREET 1:		4100 COCA COLA PLZ
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28211
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>COCA-COLA BOTTLING CO. CONSOLIDATED
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[X] EXCHANGE ACT OF 1934

For the quarterly period ended                 June 30, 2002
                              --------------------------------------------------

Commission File Number                          0-9286
                      ----------------------------------------------------------

                       COCA-COLA BOTTLING CO. CONSOLIDATED
                       -----------------------------------
             (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 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)

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 X No
                                        -

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

             Class                             Outstanding at August 1, 2002
             -----                             ------------------------------
Common Stock, $1.00 Par Value                             6,456,397
Class B Common Stock, $1.00 Par Value                     2,380,852

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item l. Financial Statements

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Data)

<TABLE>
<CAPTION>
                                                                    Second Quarter                   First Half
                                                             ---------------------------     --------------------------
                                                                 2002            2001           2002             2001
                                                             ---------------------------     --------------------------
<S>                                                        <C>                <C>            <C>              <C>
Net sales (includes sales to Piedmont of                     $  341,119        $ 262,338     $ 624,317        $ 486,038
 $19,967 and $33,954 in 2001)
Cost of sales, excluding depreciation shown
 below (includes $14,768 and $25,689
 related to sales to Piedmont in 2001)                          181,448          144,407       330,064          265,208
                                                             ----------        ---------     ---------        ---------
Gross margin                                                    159,671          117,931       294,253          220,830
Selling, general and administrative expenses,
 excluding depreciation shown below                             106,984           76,733       203,504          150,324
Depreciation expense                                             18,857           16,595        36,842           32,398
Amortization of goodwill and intangibles                            686            3,720         1,373            7,440
                                                             ----------        ---------     ---------        ---------
Income from operations                                           33,144           20,883        52,534           30,668

Interest expense                                                 11,877           11,329        24,017           23,481
Other income (expense), net                                        (650)          (1,274)       (1,549)          (1,853)
Minority interest                                                 2,764                          3,523
                                                             ----------        ---------     ---------        ---------
Income before income taxes                                       17,853            8,280        23,445            5,334
Federal and state income taxes                                    7,070            3,271         9,284            2,107
                                                             ----------        ---------     ---------        ---------
Net income                                                   $   10,783        $   5,009     $  14,161        $   3,227
                                                             ==========        =========     =========        =========

Basic net income per share                                   $     1.23        $     .57     $    1.61        $     .37

Diluted net income per share                                 $     1.21        $     .57     $    1.60        $     .37

Weighted average number of common
 shares outstanding                                               8,784            8,753         8,779            8,753

Weighted average number of common
 shares outstanding-assuming dilution                             8,880            8,825         8,869            8,824

Cash dividends per share
 Common Stock                                                $      .25        $     .25     $     .50        $     .50
 Class B Common Stock                                        $      .25        $     .25     $     .50        $     .50
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)

<TABLE>
<CAPTION>
                                                                     June 30,         Dec. 30,          July 1,
                                                                       2002             2001             2001
                                                                    ----------       ----------       ----------
<S>                                                                 <C>              <C>              <C>
ASSETS
- ------

Current Assets:
- ---------------
Cash                                                                $    8,667       $   16,912       $    6,833
Accounts receivable, trade, less allowance for
 doubtful accounts of $1,951, $1,863 and $904                           93,548           63,974           68,149
Accounts receivable from The Coca-Cola Company                          15,729            3,935            4,784
Accounts receivable, other                                               5,610            5,253            6,187
Inventories                                                             42,020           39,916           36,014
Prepaid expenses and other current assets                               17,715           13,379           15,201
                                                                    ----------       ----------       ----------
 Total current assets                                                  183,289          143,369          137,168
                                                                    ----------       ----------       ----------

Property, plant and equipment, net                                     472,790          457,306          473,666
Leased property under capital leases, net                               48,532            5,383            6,290
Investment in Piedmont Coca-Cola Bottling Partnership                                    60,203           59,858
Other assets                                                            63,065           52,140           60,280
Franchise rights and goodwill, net                                     607,007          335,662          341,435
Other identifiable intangible assets, net                                7,340           10,396           12,478
                                                                    ----------       ----------       ----------


Total                                                               $1,382,023       $1,064,459       $1,091,175
                                                                    ==========       ==========       ==========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
In Thousands (Except Share Data)

<TABLE>
<CAPTION>
                                                                      June 30,          Dec. 30,            July 1,
                                                                       2002               2001               2001
                                                                    -----------        -----------        -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<S>                                                                 <C>                <C>                <C>
Current Liabilities:
- --------------------
Portion of long-term debt payable within one year                   $   215,631        $    56,708        $    57,132
Current portion of obligations under capital leases                       4,777              1,489              1,967
Accounts payable, trade                                                  42,257             28,370             29,624
Accounts payable to The Coca-Cola Company                                 6,646              7,925              5,794
Due to Piedmont Coca-Cola Bottling Partnership                                              24,682             23,121
Accrued compensation                                                     11,570             17,350             10,041
Other accrued liabilities                                                82,261             49,169             55,349
Accrued interest payable                                                 11,140             11,878             13,413
                                                                    -----------        -----------        -----------
 Total current liabilities                                              374,282            197,571            196,441
Deferred income taxes                                                   164,485            133,743            149,240
Pension and retiree benefit obligations                                  30,893             37,203             24,950
Other liabilities                                                        61,133             57,770             51,299
Obligations under capital leases                                         42,123                935              1,291
Long-term debt                                                          620,125            620,156            641,456
                                                                    -----------        -----------        -----------
 Total liabilities                                                    1,293,041          1,047,378          1,064,677
                                                                    -----------        -----------        -----------

Commitments and Contingencies (Note 13)

Minority interest in Piedmont Coca-Cola
 Bottling Partnership                                                    59,356

Stockholders' Equity:
- ---------------------
Common Stock, $1.00 par value:
 Authorized - 30,000,000 shares;
 Issued - 9,497,916, 9,454,651 and 9,454,651 shares                       9,498              9,454              9,454
Class B Common Stock, $1.00 par value:
 Authorized - 10,000,000 shares;
 Issued - 3,008,966, 2,989,166 and 2,989,166 shares                       3,009              2,989              2,989
Capital in excess of par value                                           88,843             91,004             95,380
Retained earnings (accumulated deficit)                                   1,854            (12,307)           (18,550)
Accumulated other comprehensive loss                                    (12,324)           (12,805)            (1,521)
                                                                    -----------        -----------        -----------
                                                                         90,880             78,335             87,752
Less-Treasury stock, at cost:
 Common - 3,062,374 shares                                               60,845             60,845             60,845
 Class B Common - 628,114 shares                                            409                409                409
                                                                    -----------        -----------        -----------
 Total stockholders' equity                                              29,626             17,081             26,498
                                                                    -----------        -----------        -----------

Total                                                               $ 1,382,023        $ 1,064,459        $ 1,091,175
                                                                    ===========        ===========        ===========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
In Thousands

<TABLE>
<CAPTION>
                                                             Capital        Retained    Accumulated
                                               Class B          in          Earnings       Other
                                 Common        Common       Excess of       (Accum.    Comprehensive    Treasury
                                  Stock         Stock       Par Value       Deficit)        Loss          Stock            Total
                                  -----         -----       ---------       --------        ----          -----            -----
<S>                             <C>           <C>           <C>             <C>        <C>              <C>              <C>
Balance on
 December 31, 2000              $   9,454     $  2,969      $  99,020      $ (21,777)     $              $(61,254)       $  28,412
Comprehensive income:
  Net income                                                                   3,227                                         3,227
  Proportionate share
   of Piedmont's accum.
   other comprehensive
   loss at adoption of
   SFAS 133, net of tax                                                                       (924)                           (924)
  Change in proportionate
   share of Piedmont's
   accum. other compre-
   hensive loss, net of tax                                                                   (597)                           (597)
                                                                                                                         ---------
 Total comprehensive
  income                                                                                                                     1,706
Cash dividends paid                                            (4,377)                                                      (4,377)
Class B Common Stock
 issued related to
 stock award                                        20            737                                                          757
                                ---------     --------      ---------      ---------      --------      ---------        ---------
Balance on
 July 1, 2001                   $   9,454     $  2,989      $  95,380      $ (18,550)     $ (1,521)     $ (61,254)       $  26,498
                                =========     ========      =========      =========      ========      =========        =========
Balance on
 December 30, 2001              $   9,454     $  2,989      $  91,004      $ (12,307)     $(12,805)     $ (61,254)       $  17,081
Comprehensive income:
  Net income                                                                  14,161                                        14,161
  Change in fair market
   value of cash flow
   hedges, net of tax                                                                          (48)                            (48)
  Change in proportionate
   share of Piedmont's
   accum. other compre-
   hensive loss, net of tax                                                                    529                             529
                                                                                                                         ---------
 Total comprehensive
  income                                                                                                                    14,642
Cash dividends paid                                            (4,388)                                                      (4,388)
Class B Common Stock
 issued related to
 stock award                                        20            748                                                          768
Exercise of stock
 options                               44                       1,191                                                        1,235
Deferred tax adjustments
 related to exercise
 of stock options                                                 288                                                          288
                                ---------     --------      ---------      ---------      --------      ---------        ---------
Balance on
 June 30, 2002                  $   9,498     $  3,009      $  88,843      $   1,854      $(12,324)     $ (61,254)       $  29,626
                                =========     ========      =========      =========      ========      =========        =========
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>

Coca-Cola Bottling Co. Consolidated
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands

<TABLE>
<CAPTION>

                                                                                            First  Half
                                                                                     ---------------------------
                                                                                        2002             2001
                                                                                     ---------         ---------
<S>                                                                                 <C>               <C>
Cash Flows from Operating Activities
- ------------------------------------
Net income                                                                            $ 14,161         $   3,227
Adjustments to reconcile net income to net cash provided
 by operating activities:
  Depreciation expense                                                                  36,842            32,398
  Amortization of goodwill and intangibles                                               1,373             7,440
  Deferred income taxes                                                                  9,284             2,107
  Losses on sale of property, plant and equipment                                        1,685             1,447
  Amortization of debt costs                                                               354               420
  Amortization of deferred gains related to terminated
   interest rate swaps                                                                    (964)             (517)
  Undistributed losses of Piedmont Coca-Cola Bottling Partnership                                            357
  Minority interest                                                                      3,523
  Decrease in current assets less current liabilities                                    6,002            26,860
  (Increase) decrease in other noncurrent assets                                        (5,663)              180
  Increase (decrease) in other noncurrent liabilities                                   (7,058)              587
  Other                                                                                   (394)               52
                                                                                     ---------         ---------
Total adjustments                                                                       44,984            71,331
                                                                                     ---------         ---------
Net cash provided by operating activities                                               59,145            74,558
                                                                                     ---------         ---------

Cash Flows from Financing Activities
- ------------------------------------
Repayment of current portion of long-term debt                                        (154,208)           (1,961)
Proceeds from lines of credit and revolving credit facility, net                       118,100             8,400
Cash dividends paid                                                                     (4,388)           (4,377)
Payments on capital lease obligations                                                     (996)           (1,644)
Proceeds from exercise of stock options                                                  1,235
Other                                                                                      133              (448)
                                                                                     ---------         ---------
Net cash used in financing activities                                                  (40,124)              (30)
                                                                                     ---------         ---------

Cash Flows from Investing Activities
- ------------------------------------
Additions to property, plant and equipment                                             (21,482)          (78,063)
Proceeds from the sale of property, plant and equipment                                  2,895             1,943
Acquisition of additional interest in Piedmont Coca-Cola
 Bottling Partnership, net                                                              (8,679)
                                                                                     ---------         ---------
Net cash used in investing activities                                                  (27,266)          (76,120)
                                                                                     ---------         ---------
Net decrease in cash                                                                    (8,245)           (1,592)
Cash at beginning of period                                                             16,912             8,425
                                                                                     ---------         ---------

Cash at end of period                                                                $   8,667         $   6,833
                                                                                     =========         =========

Significant non-cash investing and financing activities:
 Issuance of Class B Common Stock related to stock award                             $     768         $     757
 Capital lease obligations incurred                                                     41,620
</TABLE>

           See Accompanying Notes to Consolidated Financial Statements


<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)

1.  Accounting Policies

The consolidated financial statements include the accounts of Coca-Cola Bottling
Co. Consolidated and its majority owned subsidiaries (the "Company"). All
significant intercompany accounts and transactions have been eliminated.

The information contained in the financial statements is unaudited. The
statements reflect all adjustments which, in the opinion of management, are
necessary for a fair statement of the results for the interim periods presented.
All such adjustments are of a normal, recurring nature.

The preparation of financial statements in conformity with generally accepted
accounting principles 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 accounting policies followed in the presentation of interim financial
results are the same as those followed on an annual basis. These policies are
presented in Note 1 to the Consolidated Financial Statements included in the
Company's Annual Report on Form 10-K for the year ended December 30, 2001 filed
with the Securities and Exchange Commission. See Note 14 for new accounting
pronouncements.

Certain prior year amounts have been reclassified to conform to current year
classifications.

2.  Piedmont Coca-Cola Bottling Partnership

On July 2, 1993, the Company and The Coca-Cola Company formed Piedmont Coca-Cola
Bottling Partnership ("Piedmont") to distribute and market carbonated and
noncarbonated beverages primarily in portions of North Carolina and South
Carolina. Prior to January 2, 2002, the Company and The Coca-Cola Company,
through their respective subsidiaries, each beneficially owned a 50% interest in
Piedmont. The Company provides a portion of the soft drink products to Piedmont
at cost and receives a fee for managing the business of Piedmont pursuant to a
management agreement.

On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont from The Coca-Cola Company for $10.0 million, increasing the Company's
ownership in Piedmont to 54.651%. Due to the increase in ownership, the results
of operations, financial position and cash flows of Piedmont have been
consolidated with those of the Company beginning in the first quarter of 2002.
The excess of the purchase price over the net book value of the interest of
Piedmont acquired was $4.4 million and has been recorded principally as an
addition to franchise rights. The Company's investment in Piedmont has been
accounted for using the equity method in 2001 and prior years.

The following financial information includes the 2002 unaudited consolidated
financial position and results of operations of the Company and includes the
2001 unaudited pro forma financial position and results of operations. The 2001
unaudited pro forma financial information reflects the consolidation of
Piedmont's financial position and results of operations with those of the
Company as if the additional purchase had occurred at the beginning of 2001.


<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)

Note 2 continued

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

In Thousands (Except Per Share Data)                            Second Quarter                       First Half
- --------------------------------------------------------------------------------------------------------------------------
                                                                            Pro forma                          Pro forma
                                                              2002             2001              2002             2001
                                                          ------------     ------------      ------------     ------------
<S>                                                      <C>             <C>               <C>              <C>
Net sales                                                 $    341,119     $    314,362      $    624,317     $    584,689
Cost of sales, excluding depreciation
 shown below                                                   181,448          169,696           330,064          313,103
                                                          ------------     ------------      ------------     ------------
Gross margin                                                   159,671          144,666           294,253          271,586
Selling, general and administrative expenses,
 excluding depreciation shown below                            106,984           96,080           203,504          187,939
Depreciation expense                                            18,857           17,985            36,842           35,192
Amortization of goodwill and intangibles                           686            5,848             1,373           11,697
                                                          ------------     ------------      ------------     ------------
Income from operations                                          33,144           24,753            52,534           36,758

Interest expense                                                11,877           14,844            24,017           30,608
Other income (expense), net                                       (650)          (1,238)           (1,549)          (1,550)
Minority interest                                                2,764              525             3,523             (323)
                                                          ------------     ------------      ------------     ------------
Income before income taxes                                      17,853            8,146            23,445            4,923
Federal and state income taxes                                   7,070            3,221             9,284            1,942
                                                          ------------     ------------      ------------     ------------
Net income                                                $     10,783     $      4,925      $     14,161     $      2,981
                                                          ============     ============      ============     ============


Basic net income per share                                $       1.23     $        .56      $       1.61     $        .34
                                                          ============     ============      ============     ============


Diluted net income per share                              $       1.21     $        .56      $       1.60     $        .34
                                                          ============     ============      ============     ============

Weighted average number of common
  shares outstanding                                             8,784            8,753             8,779            8,753

Weighted average number of common
  shares outstanding - assuming dilution                         8,880            8,825             8,869            8,824
</TABLE>


<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)

Note 2 continued

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         Pro forma         Pro forma
                                                                         June 30,         Dec. 30,           July 1,
In Thousands                                                               2002             2001              2001
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>              <C>
ASSETS

Current Assets:

Cash                                                                  $      8,667     $     18,210     $       7,919
Accounts receivable, trade, net                                             93,548           84,384            89,156
Accounts receivable from The Coca-Cola Company                              15,729            5,004             5,886
Accounts receivable, other                                                   5,610            7,603             7,015
Inventories                                                                 42,020           45,812            42,399
Prepaid expenses and other current assets                                   17,715           13,522            15,654
                                                                      ------------     ------------     -------------
  Total current assets                                                     183,289          174,535           168,029
                                                                      ------------     ------------     -------------

Property, plant and equipment                                              827,979          822,095           829,336
Less-Accumulated depreciation and amortization                             355,189          332,942           323,611
                                                                      ------------     ------------     -------------
Property, plant and equipment, net                                         472,790          489,153           505,725
                                                                      ------------     ------------     -------------

Leased property under capital leases                                        56,892           20,424            20,337
Less-Accumulated amortization                                                8,360           10,109             8,586
                                                                      ------------     ------------     -------------
Leased property under capital leases, net                                   48,532           10,315            11,751
                                                                      ------------     ------------     -------------

Other assets                                                                63,065           57,756            65,663
Franchise rights and goodwill, less
 accumulated amortization of $210,535,
 $210,535 and $200,300                                                     607,007          604,651           614,680
Other identifiable intangible assets, net                                    7,340           10,396            12,478
                                                                      ------------     ------------     -------------

Total                                                                 $  1,382,023     $  1,346,806     $   1,378,326
                                                                      ============     ============     =============
</TABLE>

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                         Pro forma          Pro forma
                                                                         June 30,         Dec. 30,            July 1,
In Thousands                                                               2002             2001               2001
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Portion of long-term debt payable within one year                     $    215,631     $    154,208      $    154,632
Current portion of obligations under capital leases                          4,777            2,466             3,242
Accounts payable, trade                                                     42,257           34,214            36,281
Accounts payable to The Coca-Cola Company                                    6,646            8,193             6,139
Accrued compensation                                                        11,570           17,350            10,322
Other accrued liabilities                                                   82,261           57,593            65,794
Accrued interest payable                                                    11,140           13,647            15,149
                                                                      ------------     ------------      ------------
  Total current liabilities                                                374,282          287,671           291,559
                                                                      ------------     ------------      ------------

Deferred income taxes                                                      164,485          157,739           173,560
Pension and retiree benefit obligations                                     30,893           37,203            24,950
Other liabilities                                                           61,133           61,425            54,386
Obligations under capital leases                                            42,123            4,033             4,606
Long-term debt                                                             620,125          727,657           748,956
                                                                      ------------     ------------      ------------
  Total liabilities                                                      1,293,041        1,275,728         1,298,017
                                                                      ------------     ------------      ------------

Minority interest in Piedmont                                               59,356           54,603            54,057

Stockholders' Equity:
Common Stock                                                                 9,498            9,454             9,454
Class B Common Stock                                                         3,009            2,989             2,989
Capital in excess of par value                                              88,843           91,004            95,380
Retained earnings (accumulated deficit)                                      1,854          (12,743)          (18,796)
Accumulated other comprehensive loss                                       (12,324)         (12,975)           (1,521)
                                                                      ------------     ------------      ------------
                                                                            90,880           77,729            87,506
Less-Treasury stock, at cost:
 Common                                                                     60,845           60,845            60,845
 Class B Common                                                                409              409               409
                                                                      ------------     ------------      ------------
  Total stockholders' equity                                                29,626           16,475            26,252
                                                                      ------------     ------------      ------------

Total                                                                 $  1,382,023     $  1,346,806      $  1,378,326
                                                                      ============     ============      ============
</TABLE>


<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


3.  Inventories

Inventories were summarized as follows:

                                           June 30,      Dec. 30,       July 1,
In Thousands                                 2002          2001           2001
- --------------------------------------------------------------------------------

Finished products                           $29,948        $23,637       $24,448
Manufacturing materials                       7,103         11,893         7,834
Plastic pallets and other                     4,969          4,386         3,732
- --------------------------------------------------------------------------------
Total inventories                           $42,020        $39,916       $36,014
- --------------------------------------------------------------------------------

4.  Property, Plant and Equipment

The principal categories and estimated useful lives of property, plant and
equipment were as follows:

                                      June 30,   Dec. 30,  July 1,   Estimated
In Thousands                            2002       2001     2001    Useful Lives
- --------------------------------------------------------------------------------
Land                                  $ 12,947   $ 11,158  $ 11,208
Buildings                              114,213     95,338    96,755  10-50 years
Machinery and equipment                 93,840     93,658    93,190   5-20 years
Transportation equipment               138,885    130,016   135,302   4-13 years
Furniture and fixtures                  38,720     36,350    35,509   4-10 years
Vending equipment                      355,443    334,975   336,995   6-13 years
Leasehold and land improvements         47,277     40,969    39,320   5-20 years
Software for internal use               22,790     21,850    19,130    3-7 years
Construction in progress                 3,864      1,908     3,288
- --------------------------------------------------------------------------------
Total property, plant and equipment,
  at cost                              827,979    766,222   770,697

Less: Accumulated depreciation and
  amortization                         355,189    308,916   297,031
- --------------------------------------------------------------------------------
Property, plant and equipment, net    $472,790   $457,306  $473,666
- --------------------------------------------------------------------------------

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


5.  Leased Property Under Capital Leases

<TABLE>
<CAPTION>
                                                    June 30,    Dec. 30,    July 1,      Estimated
In Thousands                                          2002        2001       2001      Useful Lives
- ---------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>         <C>        <C>
Leased property under capital leases                 $56,892     $12,265     $12,146     1-29 years

Less:  Accumulated amortization                        8,360       6,882       5,856
- ---------------------------------------------------------------------------------------------------
Leased property under capital leases, net            $48,532     $ 5,383     $ 6,290
- ---------------------------------------------------------------------------------------------------
</TABLE>

The Company recorded a capital lease of $41.6 million at the end of the first
quarter of 2002 related to its production/distribution center located in
Charlotte, North Carolina. As disclosed in the Company's 2001 Annual Report on
Form 10-K, this facility is leased from a related party. The lease obligation
was capitalized as a result of the Company's decision in the first quarter to
enter into renewal options that extend the expected term of this lease.

6.  Franchise Rights and Goodwill

<TABLE>
<CAPTION>
                                                     June 30,     Dec. 30,      July 1,
In Thousands                                           2002         2001          2001
- ----------------------------------------------------------------------------------------
<S>                                                  <C>          <C>           <C>
Franchise rights                                     $662,350     $353,388      $353,388
Goodwill                                              155,192      112,097       112,097
- ----------------------------------------------------------------------------------------
Franchise rights and goodwill                         817,542      465,485       465,485
Less: Accumulated amortization                        210,535      129,823       124,050
- ----------------------------------------------------------------------------------------
Franchise rights and goodwill, net                   $607,007     $335,662      $341,435
- ----------------------------------------------------------------------------------------
</TABLE>

The significant increase in franchise rights and goodwill in 2002 resulted
primarily from the consolidation of Piedmont.

7.  Other Identifiable Intangible Assets

The principal categories and estimated useful lives of identifiable intangible
assets were as follows:

<TABLE>
<CAPTION>
                                                              June 30,         Dec. 30,       July 1,        Estimated
In Thousands                                                    2002             2001          2001         Useful Lives
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>            <C>           <C>
Customer lists                                               $ 54,864          $54,864           $54,864        20 years
Other                                                                           16,316            16,316
- ------------------------------------------------------------------------------------------------------------------------
Other identifiable intangible assets                           54,864           71,180            71,180
Less: Accumulated amortization                                 47,524           60,784            58,702
- ------------------------------------------------------------------------------------------------------------------------
Other identifiable intangible assets, net                    $  7,340          $10,396           $12,478
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)

8. Long-Term Debt

Long-term debt was summarized as follows:

                                Interest  Interest  June 30,  Dec. 30,   July 1,
In Thousands          Maturity    Rate      Paid      2002      2001      2001
- --------------------------------------------------------------------------------
Lines of Credit         2002      2.45%   Varies    $ 18,100            $ 21,300

Revolving Credit        2002      2.12%   Varies     100,000

Term Loan Agreement     2004      2.58%   Varies      85,000  $ 85,000    85,000

Term Loan Agreement     2005      2.58%   Varies      85,000    85,000    85,000

Term Loan Agreement     2003      2.44%   Varies      97,500

Medium-Term Notes       2002                                    47,000    47,000

Debentures              2007      6.85%   Semi-      100,000   100,000   100,000
                                          annually

Debentures              2009      7.20%   Semi-      100,000   100,000   100,000
                                          annually

Debentures              2009      6.38%   Semi-      250,000   250,000   248,604
                                          annually

Other notes payable     2002 -    5.75%   Varies         156     9,864    10,288
                        2006
- --------------------------------------------------------------------------------
                                                     835,756   676,864   697,192

Less: Portion of
  long-term debt pay-
  able within one year                               215,631    56,708    57,132
- --------------------------------------------------------------------------------
                                                     620,125   620,156   640,060

Fair market value of
  interest rate swaps                                                      1,396
- --------------------------------------------------------------------------------
Long-term debt                                      $620,125  $620,156  $641,456
- --------------------------------------------------------------------------------

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


Note 8 continued

The Company borrows periodically under its available lines of credit. These
lines of credit, in the aggregate amount of $65 million at June 30, 2002, are
made available at the discretion of the two participating banks and may be
withdrawn at any time by such banks. On June 30, 2002, $18.1 million was
outstanding under these lines of credit.

The Company has a revolving credit facility for borrowings of up to $170 million
that matures in December 2002. The Company intends to negotiate a new revolving
credit facility to replace the current facility prior to its expiration. The
agreement contains covenants which establish ratio requirements related to debt,
interest expense and cash flow. A facility fee of 1/8% per year on the banks'
commitment is payable quarterly. On June 30, 2002, $100.0 million was
outstanding under this facility.

After taking into account all of the interest rate hedging activities, the
Company had a weighted average interest rate of 5.0%, 5.7% and 6.3% for the debt
and capital lease portfolio as of June 30, 2002, December 30, 2001 and July 1,
2001, respectively. The Company's overall weighted average borrowing rate on its
debt and capital lease portfolio was 5.6% for the first half of 2002 compared to
6.7% for the first half of 2001.

After considering the impact of interest rate hedging activities, approximately
48% of the debt and capital lease portfolio was subject to changes in short-term
interest rates as of June 30, 2002.

If average interest rates for the floating rate component of the Company's debt
and capital lease portfolio increased by 1%, annual interest expense for the
first half of 2002 would have increased by approximately $1.8 million and net
income would have been reduced by approximately $1.1 million.

With regards to the Company's $170 million term loan agreement, the Company must
maintain its public debt ratings at investment grade as determined by both
Moody's and Standard & Poor's. If the Company's public debt ratings fall below
investment grade within 90 days after the public announcement of certain
designated events and such ratings stay below investment grade for an additional
40 days, a trigger event resulting in a default occurs. The Company does not
anticipate a trigger event will occur.

Piedmont obtained a term loan with a group of banks on May 28, 1996 for $195
million with interest payable at a floating rate of LIBOR plus 0.50%. One half
or $97.5 million of the loan matured on May 28, 2002 and the remaining half
matures on May 28, 2003. The interest rate on Piedmont's outstanding $97.5
million term loan is subject to increase in the event Piedmont's debt rating, as
established by Standard & Poor's, declines. The loan is also subject to
acceleration if Piedmont's debt rating falls below investment grade for more
than 40 days. The loan agreement contains certain restrictions which include
limitations on additional borrowings, new liens and dispositions of assets.

The Company refinanced the $97.5 million of debt that matured at Piedmont in May
2002 through its available credit facilities. The Company loaned $97.5 million
to Piedmont to repay the maturing debt. Piedmont pays the Company interest on
the Company's average cost of funds plus 0.50%. The Company

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


Note 8 continued

intends to provide Piedmont with additional loans in the future, including
amounts necessary to refinance Piedmont's $97.5 million of debt that matures in
May 2003.

In January 1999, the Company filed a registration statement with the Securities
and Exchange Commission pursuant to which it can issue up to $800 million of
debt and equity securities. The Company used this shelf registration to issue
$250 million of long-term debentures in 1999. The Company currently has $550
million available for use under this shelf registration.

9.  Derivative Financial Instruments

The Company uses interest rate hedging products to modify risk from interest
rate fluctuations in its underlying debt. The Company has historically used
derivative financial instruments from time to time to achieve a targeted
fixed/floating rate mix. This target is based upon anticipated cash flows from
operations relative to the Company's debt level and the potential impact of
increases in interest rates on the Company's overall financial condition.

The Company does not use derivative financial instruments for trading or other
speculative purposes nor does it use leveraged financial instruments. All of the
Company's outstanding interest rate swap agreements are LIBOR-based.

Derivative financial instruments were summarized as follows:

                        June 30, 2002     December 30, 2001      July 1, 2001
                      ----------------------------------------------------------
                      Notional Remaining  Notional Remaining  Notional Remaining
In Thousands           Amount     Term     Amount     Term      Amount    Term
- --------------------------------------------------------------------------------
Interest rate
  swaps - floating                                           $100,000 7.75 years
Interest rate
  swap - fixed          $27,000 .48 years $27,000  .95 years
Interest rate
  swap - fixed           19,000 .48 years  19,000  .95 years
Interest rate
  swap - fixed           90,000 .92 years

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)



10.  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, Accounts Receivable and Accounts Payable

The fair values of cash, accounts receivable and accounts payable approximate
carrying values due to the short maturity of these financial instruments.

Public Debt

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

Non-Public Variable Rate Long-Term Debt

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

Non-Public Fixed Rate Long-Term Debt

The fair values of the Company's fixed rate long-term borrowings are estimated
using discounted cash flow analyses based on the Company's current incremental
borrowing rates for similar types of borrowing arrangements.

Derivative Financial Instruments

Fair values for the Company's interest rate swaps are based on current
settlement values.

The carrying amounts and fair values of the Company's long-term debt and
derivative financial instruments were as follows:

                            June 30, 2002    December 30, 2001   July 1, 2001
                           -----------------------------------------------------
                           Carrying   Fair   Carrying   Fair   Carrying   Fair
In Thousands                Amount    Value   Amount    Value   Amount    Value
- --------------------------------------------------------------------------------
Public debt                $450,000 $464,315 $497,000 $493,993 $495,604 $487,500
Non-public variable rate
  long-term debt            385,600  385,600  170,000  170,000  191,300  191,300
Non-public fixed rate
  long-term debt                156      156    9,864    9,868   10,288   10,433
Interest rate swaps           3,852    3,852       (7)      (7)   1,396    1,396

The fair values of the interest rate swaps at June 30, 2002 and July 1, 2001
represent the estimated amounts the Company would have paid upon termination of
these agreements. The fair values of the interest rate swaps at December 30,
2001 represent the estimated amounts the Company would have received upon
termination of these agreements.

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


11.   Supplemental Disclosures of Cash Flow Information

Changes in current assets and current liabilities affecting cash, net of effect
of consolidating Piedmont in 2002, were as follows:

<TABLE>
<CAPTION>
                                                                          First Half
                                                                  --------------------------
In Thousands                                                          2002           2001
- --------------------------------------------------------------------------------------------
<S>                                                               <C>             <C>
Accounts receivable, trade, net                                   $   (9,164)     $   (5,488)
Accounts receivable, The Coca-Cola Company                           (10,725)            596
Accounts receivable, other                                             1,993           2,060
Inventories                                                            3,792           4,488
Prepaid expenses and other current assets                             (4,193)         (1,175)
Accounts payable, trade                                                8,043           8,147
Accounts payable, The Coca-Cola Company                               (1,547)          1,992
Other accrued liabilities                                             24,668          10,028
Accrued compensation                                                  (5,012)         (3,403)
Accrued interest payable                                              (1,853)          2,930
Due to Piedmont                                                                        6,685
- --------------------------------------------------------------------------------------------
Decrease in current assets less current liabilities               $    6,002      $   26,860
- --------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


12.   Earnings Per Share

The following table sets forth the computation of basic net income per share and
diluted net income per share:

<TABLE>
<CAPTION>
                                                                         Second Quarter                 First Half
                                                                     -----------------------      ----------------------
In Thousands (Except Per Share Data)                                   2002            2001         2002          2001
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>           <C>          <C>
Numerator:
- ---------
Numerator for basic net income per share and
  diluted net income per share                                       $ 10,783       $   5,009     $ 14,161     $   3,227

Denominator:
- -----------
Denominator for basic net income per share -
  weighted average common shares                                        8,784           8,753        8,779         8,753

Effect of dilutive securities - stock options                              96              72           90            71
                                                                     --------       ---------     --------     ---------

Denominator for diluted net income per share -
  adjusted weighted average common shares                               8,880           8,825        8,869         8,824
                                                                     ========       =========     ========     =========

Basic net income per share                                           $   1.23       $     .57     $   1.61     $     .37
                                                                     ========       =========     ========     =========

Diluted net income per share                                         $   1.21       $     .57     $   1.60     $     .37
                                                                     ========       =========     ========     =========
</TABLE>

13.   Commitments and Contingencies

The Company has guaranteed a portion of the debt for two cooperatives in which
the Company is a member. The amounts guaranteed were $35.1 million, $37.4
million and $38.3 million as of June 30, 2002, December 30, 2001 and July 1,
2001, respectively.

The Company is involved in various claims and legal proceedings which have
arisen in the ordinary course of business. Although it is difficult to predict
the ultimate outcome of these cases, management believes, based on discussions
with legal counsel, that the ultimate disposition of these claims will not have
a material adverse effect on the financial condition, cash flows or results of
operations of the Company.

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


14.  New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141, "Business Combinations," ("SFAS No.
141") and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets," ("SFAS No. 142"). These standards require that all
business combinations be accounted for using the purchase method and that
goodwill and intangible assets with indefinite useful lives not be amortized but
instead be tested for impairment at least annually. These standards provide
guidelines for new disclosure requirements and outline the criteria for initial
recognition and measurement of intangibles, assignment of assets and liabilities
including goodwill to reporting units and goodwill impairment testing. The
provisions of SFAS No. 141 and SFAS No. 142 apply to all business combinations
consummated after June 30, 2001. The provisions of SFAS No. 142 for existing
goodwill and other intangible assets have been implemented effective the first
day of fiscal year 2002. Net income for the second quarter and first half of
2002 was favorably impacted by the adoption of SFAS No. 142, which resulted in a
reduction of amortization expense of $3.1 million and $6.2 million, net of tax
effect, for the second quarter and first half of 2002, respectively. The Company
has performed its analysis of its goodwill and intangible assets with indefinite
useful lives and concluded that there is no impairment at this time.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," ("SFAS
No. 144"). SFAS No. 144 supersedes Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of," but it retains many of the fundamental provisions of
that Statement. SFAS No. 144 also extends the reporting requirements to report
separately as discontinued operations components of an entity that have either
been disposed of or classified as held for sale. The provisions of SFAS No. 144
have been adopted as of the beginning of fiscal year 2002. The adoption of SFAS
No. 144 did not have a material effect on the Company's operating results.

Emerging Issues Task Force No. 01-09 "Accounting for Consideration Given by a
Vendor to a Customer or Reseller of the Vendor's Products" was effective for the
Company beginning January 1, 2002, requiring certain expenses previously
classified as selling, general and administrative expenses to be reclassified as
deductions from net sales. Prior year results have been adjusted to reclassify
these expenses as a deduction to net sales for comparability with current year
presentation. These expenses relate to payments to customers for certain
marketing programs. The Company reclassified $9.4 million for the second quarter
of 2001 and $14.6 million for the first six months of 2001 related to these
expenses.

<PAGE>

Coca-Cola Bottling Co. Consolidated
Notes to Consolidated Financial Statements (Unaudited)


15.  Capital Transactions

On May 13, 2002, the Company announced that two of its directors, J. Frank
Harrison, Jr., Chairman Emeritus, and J. Frank Harrison, III, Chairman and Chief
Executive Officer, had entered into plans providing for sales of up to an
aggregate total of 250,000 shares of the Company's Common Stock in accordance
with Securities and Exchange Commission Rule 10b5-1. Shares to be sold under the
plans are issuable to Mr. Harrison, Jr. and Mr. Harrison, III under stock option
agreements that were granted in 1989 as long-term incentives. These stock
options are scheduled to expire on March 7, 2004 for Mr. Harrison, Jr. and
August 8, 2004 for Mr. Harrison, III. Sales will be subject to certain price
restrictions and other contingencies established under the plans. Under the
plans, Mr. Harrison, Jr. may sell up to 100,000 shares of Common Stock over a
period expiring March 7, 2004 and Mr. Harrison, III may sell up to 150,000
shares of Common Stock over a period expiring August 8, 2004. During the second
quarter of 2002, 43,065 shares of Common Stock had been sold under the plans and
the Company had received proceeds of approximately $1.2 million.

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations


Introduction

Coca-Cola Bottling Co. Consolidated (the "Company") produces, markets and
distributes carbonated and noncarbonated 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 currently the second largest
bottler of products of The Coca-Cola Company in the United States, operating in
eleven states, primarily in the southeast. The Company also distributes several
other beverage brands. The Company's product offerings include carbonated soft
drinks, bottled water, teas, juices, isotonics and energy drinks. The Company is
also a partner with The Coca-Cola Company in Piedmont Coca-Cola Bottling
Partnership ("Piedmont"), a partnership that operates additional bottling
territory in portions of North Carolina and South Carolina.

On January 2, 2002, the Company purchased an additional 4.651% interest in
Piedmont for $10.0 million from The Coca-Cola Company, increasing the Company's
ownership in Piedmont to 54.651%. Due to the increase in ownership, the results
of operations, financial position and cash flows of Piedmont have been
consolidated with those of the Company beginning in the first quarter of 2002.
The Company's investment in Piedmont has been accounted for using the equity
method for 2001 and prior years.

Management's discussion and analysis should be read in conjunction with the
Company's consolidated unaudited financial statements and the accompanying
footnotes along with the cautionary statements at the end of this section.

Basis of Presentation

The statement of operations and statement of cash flows for the second quarter
and six months ending June 30, 2002 and the consolidated balance sheet as of
June 30, 2002 include the combined operations of the Company and Piedmont,
reflecting the acquisition of an additional interest in Piedmont as discussed
above. Generally accepted accounting principles require that results for the
other periods presented, including results of operations and cash flows for the
second quarter and six months ended July 1, 2001 and the consolidated balance
sheets as of December 30, 2001 and July 1, 2001, be presented on a historical
basis with Piedmont accounted for as an equity investment. The following
management's discussion and analysis for the second quarter and first half of
2002 is based on the unaudited results for the respective periods compared to
the pro forma consolidated results for the Company and Piedmont for the same
period in the prior year. The 2001 pro forma consolidated results for the
Company and Piedmont are included in Note 2 to the financial statements.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141, "Business Combinations," ("SFAS No.
141") and Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets," ("SFAS No. 142").

<PAGE>

These standards require that all business combinations be accounted for using
the purchase method and that goodwill and intangible assets with indefinite
useful lives not be amortized but instead be tested for impairment at least
annually. These standards provide guidelines for new disclosure requirements and
outline the criteria for initial recognition and measurement of intangibles,
assignment of assets and liabilities including goodwill to reporting units and
goodwill impairment testing. The provisions of SFAS Nos. 141 and 142 apply to
all business combinations consummated after June 30, 2001. The provisions of
SFAS No. 142 for existing goodwill and other intangible assets have been
implemented effective the beginning of fiscal year 2002. Net income for the
second quarter and first half of 2002 was favorably impacted by the adoption of
SFAS No. 142, which resulted in a reduction of amortization expense of $3.1
million and $6.2 million, net of tax effect, for the second quarter and first
half of 2002, respectively. The Company has performed its analysis of its
goodwill and intangible assets with indefinite useful lives and concluded that
there is no impairment at this time.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets," ("SFAS
No. 144"). SFAS No. 144 supersedes Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of," but it retains many of the fundamental provisions of
that Statement. SFAS No. 144 also extends the reporting requirements to report
separately as discontinued operations components of an entity that have either
been disposed of or classified as held for sale. The provisions of SFAS No. 144
have been adopted as of the beginning of fiscal year 2002. The adoption of SFAS
No. 144 did not have a material effect on the Company's operating results.

Emerging Issues Task Force No. 01-09 "Accounting for Consideration Given by a
Vendor to a Customer or Reseller of the Vendor's Products" was effective for the
Company beginning January 1, 2002, requiring certain expenses previously
classified as selling, general and administrative expenses to be reclassified as
deductions from net sales. Prior year results have been adjusted to reclassify
these expenses as a deduction to net sales for comparability with current year
presentation. These expenses relate to payments to customers for certain
marketing programs. The Company reclassified $9.4 million for the second quarter
of 2001 and $14.6 million for the first six months of 2001 related to these
expenses.

Discussion of Critical Accounting Policies and Critical Accounting 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 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 has included in its Annual Report on
Form 10-K for the year ended December 30, 2001 a discussion of the Company's
most critical accounting policies, which are those that are 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. Except for the Company's adoption of SFAS No. 142 and SFAS
No. 144, the Company has not made any changes in any of these critical
accounting policies during the first half of 2002, nor has it made any material
changes in any of the critical accounting estimates underlying these accounting
policies during the first half of 2002.

<PAGE>

Overview

The following discussion presents management's analysis of the results of
operations for the second quarter and first half of 2002 compared to the pro
forma consolidated results for the same periods of 2001 and changes in financial
condition from July 1, 2001 and December 30, 2001 (on a pro forma consolidated
basis) to June 30, 2002. The results for interim periods are not necessarily
indicative of the results to be expected for the year due to seasonal factors.

The Company reported net income of $10.8 million or $1.23 per share for the
second quarter of 2002 compared with net income of $4.9 million or $.56 per
share for the same period in 2001. For the first half of 2002, net income was
$14.2 million or $1.61 per share compared to net income of $3.0 million or $.34
per share for the first half of 2001. Operating results for the second quarter
of 2002 included physical case volume growth of 5.4% as compared to the same
period in the prior year. Operating results for the first six months of 2002
included physical case volume growth of approximately 4.2% and approximately 1%
higher net revenue per case. Net income for the second quarter and first half of
2002 was favorably impacted by the adoption of SFAS No. 142 which resulted in a
reduction of amortization expense of $3.1 million and $6.2 million, net of tax
effect, or approximately $.35 and $.71 per share for the second quarter and
first six months of 2002, respectively. Lower interest rates and reduced debt
balances resulted in a decrease in interest expense from the second quarter and
first half of 2001 of $3.0 million and $6.6 million, respectively. The Company
continues to experience strong free cash flow as evidenced by outstanding debt
which declined to $835.8 million as of June 30, 2002 compared to $903.6 million
as of July 1, 2001.

Results of Operations

During the first half of 2002, the Company experienced solid volume growth with
physical case sales increasing by 5.4% for the second quarter and 4.2% for the
first six months compared to the corresponding periods in 2001. Net selling
price per unit increased by approximately 1% for the first half of 2002 over the
first half of 2001. The increased sales volume in conjunction with higher sales
to other Coca-Cola bottlers led to an increase in net sales of 8.5% for the
second quarter and 6.8% for the first half of the year over respective periods
in the prior year.

Sales of carbonated beverages increased by 1% for the first half of 2002 over
2001. The Company continues to experience strong growth for its bottled water,
Dasani. New packaging, including the Dasani Fridgepack(TM), and increased
availability in retail outlets contributed to an increase in volume of 41% for
Dasani over the first half of 2001. The Company introduced Vanilla Coke during
the second quarter of 2002. While Vanilla Coke has been available in the
marketplace for less than ninety days, initial sales results have been very
positive. The Company's introduction of Fanta flavors and Minute Maid Lemonade
in 2002 has also favorably impacted volume growth. POWERade continues to show
strong growth with volume increasing by 26% over the first half of 2001.
Noncarbonated beverages, which include bottled water, comprise approximately
10.5% of the Company's total sales volume through the first half of 2002 as
compared to 8.2% in the first half of 2001.

Cost of sales on a per unit basis was relatively unchanged in the first half of
2002 compared to the same period in 2001. Packaging costs have been relatively
flat compared to the prior year helping to hold down increases in cost of sales
on a per unit basis. Increases in other raw material costs have been

<PAGE>

primarily offset by a reduction in manufacturing labor and overhead costs. Cost
of sales on a per unit basis in the second quarter of 2002 was approximately 4%
lower than the same period in 2001 due to package mix changes. Gross margin
increased by approximately 8.3% for the first half of 2002. Gross margin as a
percentage of net sales was 47.1% in the first half of 2002 compared to 46.4% in
the first half of 2001. The improvement in gross margin as a percentage of net
sales primarily reflects slightly higher pricing and a favorable shift in
channel mix.

Selling, general and administrative expenses for the second quarter and first
half of 2002 increased 11% and 8%, respectively, from the same periods in 2001.
The increase was primarily attributable to increases in employee compensation,
cost of employee benefit plans (including costs related to the Company's pension
plans), increased insurance costs, increased marketing expenses and certain
expenses related to the closing of sales distribution facilities during the
quarter. Based on the performance of the Company's pension plan investments
prior to 2002 and lower interest rates, pension expense will increase from
approximately $2 million in 2001 to approximately $6 million in 2002. The
Company closed six sales distribution centers during the first half of 2002. The
Company believes that these distribution center closings will reduce overall
costs and improve asset productivity in the future. The Company will continue to
evaluate its distribution system in an effort to optimize the process of
distributing products to customers.

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 concentrate, syrups and finished products to the Company make
substantial 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 provide marketing
funding support in 2002, it is not obligated to do so under the Company's master
bottle contract. Marketing funding support from The Coca-Cola Company and other
beverage companies, which include direct payments to the Company as well as
payments to customers for marketing programs or for advertising on our behalf,
was $37.7 million and $35.2 million in the first half of 2002 and 2001,
respectively.

Depreciation expense increased by approximately $.9 million between the second
quarter of 2002 and the second quarter of 2001. The increase in depreciation in
the second quarter was primarily related to amortization of a capital lease for
the Company's Charlotte, North Carolina production/distribution center. Prior to
the second quarter of 2002, the lease was accounted for as an operating lease.
The lease obligation was capitalized as a result of the Company's decision in
the first quarter of 2002 to enter into renewal options that extend the expected
term of the lease. Depreciation expense in the first half of 2002 increased by
$1.7 million from the comparable period in the prior year. The increase in
depreciation in the first half of 2002 was related to the amortization of the
capital lease described above and the purchase in May 2001 of approximately $49
million of previously leased equipment.

Interest expense for the second quarter of 2002 of $11.9 million decreased by
$3.0 million or 20% from the second quarter of 2001. Interest expense for the
first half of 2002 decreased by $6.6 million or 22% from the same period in the
prior year. The decrease in interest expense is primarily attributable to lower
average interest rates on the Company's outstanding debt and lower debt
balances. The Company's outstanding

<PAGE>

long-term debt declined to $835.8 million at June 30, 2002 from $903.6 million
at July 1, 2001. The Company's overall weighted average interest rate decreased
from an average of 6.7% during the first half of 2001 to an average of 5.6%
during the first half of 2002.

The Company's effective income tax rates for the first half of 2002 and 2001
were 39.6% and 39.5%, respectively. The Company's effective tax rate for interim
periods reflects expected fiscal year 2002 earnings. The Company's effective
income tax rate for the remainder of 2002 is dependent upon operating results
and may change if the results for the year are different from current
expectations.

Changes in Financial Condition

Working capital decreased $77.9 million from December 30, 2001 and $67.5 million
from July 1, 2001 to June 30, 2002. A working capital deficit at June 30, 2002
of $191.0 million was partly due to the reclassification as a current liability
of $215.6 million of the Company's debt which matures in the next twelve months.
The decrease in working capital from December 30, 2001 is attributable primarily
to the reclassification of $97.5 million of the Company's long-term debt during
the second quarter to a current liability. Working capital decreased $67.5
million from July 1, 2001 to June 30, 2002 due primarily to an increase in the
current portion of long-term debt of $61.4 million, as previously discussed. The
increase in accounts receivable from The Coca-Cola Company from July 1, 2001 and
December 30, 2001 to June 30, 2002 resulted from differences in the timing of
marketing funding settlements.

The Company recorded a capital lease of $41.6 million at the end of the first
quarter of 2002 related to its production/distribution center located in
Charlotte, North Carolina. As disclosed in the Company's 2001 Annual Report on
Form 10-K, this facility is leased from a related party. The lease obligation
was capitalized as a result of the Company's decision in the first quarter to
enter into renewal options that extend the expected term of this lease.

Capital expenditures in the first half of 2002 were $21.5 million compared to
$78.1 million in the first half of 2001. Expenditures in the first half of 2001
include the purchase of approximately $49 million of previously leased
equipment, which purchase was completed during the second quarter of 2001. The
Company's current plans for additions to property, plant and equipment in 2002
are in the range of $50 million to $60 million and that such additions will be
financed primarily through cash flow from operations.

The Company's income from operations for the first half of 2002 was more than
two times interest expense. This interest coverage coupled with the stability of
the Company's operating cash flows are two of the key reasons the Company has
been rated investment grade by both Moody's and Standard & Poor's. It is the
Company's intent to operate in a manner that will allow it to maintain its
investment grade ratings.

Total debt, as of June 30, 2002, decreased by $67.8 million from July 1, 2001
and $46.1 million from December 30, 2001. As of June 30, 2002, the Company had
$100.0 million outstanding under its $170 million revolving credit facility and
$18.1 million outstanding under its lines of credit. As of June 30, 2002, the
Company's debt and capital lease portfolio had a weighted average interest rate
of approximately 5.0% and approximately 48% of the total portfolio of $882.7
million was subject to changes in short-term interest rates.

If average interest rates for the floating rate component of the Company's debt
and capital lease portfolio increased by 1%, annual interest expense for the
first half of 2002 would have increased by approximately $1.8 million and net
income would have been reduced by approximately $1.1 million.

<PAGE>

With regard to the Company's $170 million term loan agreement, the Company must
maintain its public debt ratings at investment grade as determined by both
Moody's and Standard & Poor's. If the Company's public debt ratings fall below
investment grade within 90 days after the public announcement of certain
designated events and such ratings stay below investment grade for an additional
40 days, a trigger event resulting in a default occurs. The Company does not
anticipate a trigger event will occur.

Piedmont obtained a term loan with a group of banks on May 28, 1996 for $195
million with interest payable at a floating rate of LIBOR plus 0.50%. One half
or $97.5 million of the loan matured on May 28, 2002 and the remaining half
matures on May 28, 2003. The interest rate on Piedmont's outstanding $97.5
million term loan is subject to increase in the event Piedmont's debt rating, as
established by Standard & Poor's, declines. The loan is also subject to
acceleration if Piedmont's debt rating falls below investment grade for more
than 40 days. The loan agreement contains certain restrictions which include
limitations on additional borrowings, new liens and dispositions of assets.

The Company refinanced $97.5 million of debt that matured at Piedmont in May
2002 through its available credit facilities. The Company loaned $97.5 million
to Piedmont to repay the maturing debt. Piedmont pays the Company interest on
the Company's average cost of funds plus 0.50%. The Company intends to provide
Piedmont with additional loans in the future including amounts necessary to
refinance Piedmont's $97.5 million of debt that matures in May 2003.

In January 1999, the Company filed a registration statement with the Securities
and Exchange Commission pursuant to which it can issue up to $800 million of
debt and equity securities. The Company used this shelf registration to issue
$250 million of long-term debentures in 1999. The Company currently has $550
million available for use under this shelf registration. The Company intends to
refinance its short-term debt maturities with currently available lines of
credit and with availability under its shelf registration. The Company also
intends to negotiate a new revolving credit facility to replace the current
facility that matures in December 2002.

On May 13, 2002, the Company announced that two of its directors, J. Frank
Harrison, Jr., Chairman Emeritus, and J. Frank Harrison, III, Chairman and Chief
Executive Officer, had entered into plans providing for sales of up to an
aggregate total of 250,000 shares of the Company's Common Stock in accordance
with Securities and Exchange Commission Rule 10b5-1. Shares to be sold under the
plans are issuable to Mr. Harrison, Jr. and Mr. Harrison, III under stock option
agreements that were granted in 1989 as long-term incentives. These stock
options are scheduled to expire on March 7, 2004 for Mr. Harrison, Jr. and
August 8, 2004 for Mr. Harrison, III. Sales will be subject to certain price
restrictions and other contingencies established under the plans. Under the
plans, Mr. Harrison, Jr. may sell up to 100,000 shares of Common Stock over a
period expiring March 7, 2004 and Mr. Harrison, III may sell up to 150,000
shares of Common Stock over a period expiring August 8, 2004. During the second
quarter of 2002, 43,065 shares of Common Stock had been sold under the plans and
the Company had received proceeds of approximately $1.2 million.

Sources of capital for the Company include operating cash flows, bank
borrowings, issuance of public or private debt and the issuance of equity
securities. Management believes that the Company, through these sources, has
sufficient financial resources available to maintain its current operations and
provide for its current capital expenditure and working capital requirements,
scheduled debt payments, interest

<PAGE>

and income tax liabilities and dividends for stockholders. 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 in the
future.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, 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, several
forward-looking management comments and other statements that reflect
management's current outlook for future periods. These statements include, among
others, statements relating to: cost savings and asset productivity improvements
in the future related to sales distribution facility closings, the effects of
the adoption of SFAS No. 142 and SFAS No. 144, anticipated increases in pension
expense, potential marketing support from The Coca-Cola Company, the Company's
effective tax rate for the remaining of 2002, sufficiency of financial
resources, additions to property, plant and equipment of $50 million to $60
million in 2002, the Company's intent to operate in a manner that will allow it
to maintain its investment grade ratings, the amount and frequency of future
dividends, refinancing of short-term debt maturities, negotiation of a new
revolving credit facility, refinancing of $97.5 million of debt at Piedmont in
May 2003 and management's belief that a trigger event will not occur under the
Company's $170 million term loan agreement. These statements and expectations
are based on the current available competitive, financial and economic data
along with the Company's operating plans, and are subject to future events and
uncertainties. Among the events or uncertainties which could adversely affect
future periods are: lower than expected net pricing resulting from increased
marketplace competition, changes in how significant customers market our
products, an inability to meet performance requirements for expected levels of
marketing support payments from The Coca-Cola Company, reduced marketing and
advertising spending by The Coca-Cola Company or other beverage companies, an
inability to meet requirements under bottling contracts, the inability of our
aluminum can or PET bottle suppliers to meet our demand, material changes from
expectations in the cost of raw materials, higher than expected fuel prices,
unfavorable interest rate fluctuations and changes in financial markets which
could impact the Company's ability to refinance its short-term debt maturities.


Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.

<PAGE>

                           PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

(a)     The Annual Meeting of the Company's stockholders was held on May 8,
        2002.

(b)     The meeting was held to consider and vote upon electing three
        directors, each for a term of three years or until his/her successor
        shall be elected and shall qualify.

        The votes cast with respect to each director are summarized as follows:

        Director Name          For        Withheld    Abstentions    Total Votes
        -------------          ---        --------    -----------    -----------
        Sharon A. Decker    52,952,812    162,547       894,158      54,009,517
        Reid M. Henson      52,987,514    127,845       894,158      54,009,517
        Carl Ware           52,954,221    161,138       894,158      54,009,517

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

        Exhibit
        Number    Description

        4.1       Subordination Agreement, dated as of May 23, 2002, by and
                  among the Company, Piedmont Coca-Cola Bottling Partnership
                  and General Electric Capital Corporation.

        4.2       Subordinated Promissory Note, dated as of May 23, 2002,
                  between the Company and Piedmont Coca-Cola Bottling
                  Partnership.

        4.3       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 subsidiaries for
                  which consolidated financial statements are required to be
                  filed, and which authorizes a total amount of securities not
                  in excess of 10 percent of total assets of the Registrant
                  and its subsidiaries on a consolidated basis.

        99.1      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

        99.2      Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)     Reports on Form 8-K

        On May 3, 2002, the Company filed a Current Report on Form 8-K relating
        to the announcement of the Company's financial results for the period
        ended March 31, 2002.

        On May 14, 2002, the Company filed a Current Report on Form 8-K
        relating to the announcement that two of its directors had entered into
        plans providing for sales of specified amounts of Common Stock in
        accordance with Securities and Exchange Commission Rule 10b5-1.

        On July 26, 2002, the Company filed a Current Report on Form 8-K
        relating to the announcement of the Company's financial results for the
        period ended June 30, 2002.

<PAGE>

                                   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:  August 13, 2002                  By:          /s/ David V. Singer
                                             -----------------------------------
                                                       David V. Singer
                                             Principal Financial Officer of the
                                                       Registrant and
                                             Executive Vice President and Chief
                                                      Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>dex41.txt
<DESCRIPTION>SUBORDINATION AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit 4.1

                             SUBORDINATION AGREEMENT

     THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of May 23, 2002,
is made and entered into by and among PIEDMONT COCA-COLA BOTTLING PARTNERSHIP, a
Delaware general partnership (the "Debtor"), GENERAL ELECTRIC CAPITAL
CORPORATION, as agent for the lenders party to the Loan Agreement referred to
below (the "Agent"), and COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware
corporation (the "Subordinated Creditor").

                               Statement of Facts

     A. Pursuant to a Loan Agreement dated as of May 28, 1996 among the Debtor,
the lenders party thereto (the "Lenders") and LTCB Trust Company (the "Original
Agent"), as agent for the Lenders thereunder, as amended by that certain First
Amendment dated as of February 24, 2000 among the Debtor, the Agent and the
Lenders party thereto (and as may be further amended, restated, extended,
refinanced, replaced, supplemented or otherwise modified from time to time, the
"Loan Agreement"), the Lenders have agreed to make certain extensions of credit
to the Debtor, subject to the terms and conditions contained therein.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Loan Agreement.

     B. The Agent has replaced the Original Agent as agent for the Lenders under
the Loan Agreement.

     C. The Debtor, the Agent and the Required Lenders are party to that certain
Consent dated as of January 25, 2002 (the "Consent"), pursuant to which the
Agent and the Lenders have agreed to allow the Subordinated Creditor to make an
intercompany loan to the Debtor (the "Intercompany Loan").

     D. To evidence the Intercompany Loan, the Debtor has made or will execute
and deliver to the Subordinated Creditor a Promissory Note in the form attached
hereto as Exhibit A in the aggregate principal amount of $97,500,000 (the
"Note").

     E. It is a condition to the effectiveness of the Note and the Consent that
the parties hereto enter into this Agreement to, among other things, set forth
the terms of the subordination of the Note.

                               Statement of Terms

In consideration of the Intercompany Loan made by the Subordinated Creditor to
the Debtor and the consent of the Senior Agent (defined below) and the Senior
Lenders (defined below) to the making of the Intercompany Loan, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.   Definitions. When used herein, the following terms shall have the following
     meanings (terms defined in the singular to have the same meaning when used
     in the plural and vice versa):


<PAGE>

     "Affiliate" means with respect to any Person (i) any other Person that
     directly, or indirectly through one or more intermediaries, controls the
     first such Person (a "Controlling Person") or (ii) any other Person which
     is controlled by or is under common control with a Controlling Person. As
     used herein, the term "control" of a Person means the possession, directly
     or indirectly, of the power to vote 10% or more of any class of voting
     securities of such Person or to direct or cause the direction of the
     management or policies of a Person, whether through the ownership of voting
     securities, by contract or otherwise.

     "Bankruptcy Code" shall mean 11 U. S. C.ss.ss. 101-1330 and any amendment,
     supplement or successor of such provisions.

     "Credit Party" shall mean the Debtor and any other Person who is obligated
     under any of the Senior Debt Documents or the Subordinated Debt Documents.

     "Enforcement Action" shall mean any of the following actions to be taken by
     the Subordinated Creditor with respect to the Subordinated Debt: (i) the
     acceleration of the Note in whole or in part; (ii) the attempted
     enforcement of any of the Subordinated Creditor's rights or remedies
     against any Credit Party (including, without limitation, the initiation of
     legal proceedings against any Credit Party); (iii) the filing of, or
     participation in the filing of, any involuntary bankruptcy petition against
     any Credit Party; and (iv) the exercise of any right to require any Credit
     Party to repurchase or redeem any debt or equity securities in whole or in
     part (including, without limitation, any capital stock) of any Credit
     Party.

     "Enforcement Notice" shall mean a written notice executed by the
     Subordinated Creditor and delivered to the Senior Agent reciting that an
     event of default has occurred under the Subordinated Debt Documents and
     that, as a result of such event of default, the Subordinated Creditor
     intends to take Enforcement Action and specifying the type of Enforcement
     Action intended to be taken by the Subordinated Creditor.

     "Insolvency Event" shall mean: (a) any Credit Party commencing any case,
     proceeding or other action (1) under any existing or future law of any
     jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
     reorganization, conservatorship or relief of debtors, seeking to have an
     order for relief entered with respect to it, or seeking to adjudicate it a
     bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
     winding-up, liquidation, dissolution, composition or other relief with
     respect to it or its debts, or (2) seeking appointment of a receiver,
     trustee, custodian, conservator or other similar official for it or for all
     or any substantial part of its assets, or any Credit Party making a general
     assignment for the benefit of its creditors; or (b) there being commenced
     against any Credit Party any case, proceeding or other action of a nature
     referred to in clause (a) above

                                       2

<PAGE>

     which (1) results in the entry of an order for relief or any such
     adjudication or appointment or (2) remains undismissed, undischarged or
     unbonded for a period of 60 days; or (c) there being commenced against any
     Credit Party any case, proceeding or other action seeking issuance of a
     warrant of attachment, execution, distraint or similar process against all
     or any substantial part of its assets which results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending appeal within 60 days from the entry thereof; or
     (d) any Credit Party taking any action in furtherance of, or indicating its
     consent to, approval of, or acquiescence in, any of the acts set forth in
     clause (a), (b) or (c) above; or (e) any Credit Party generally not paying,
     or being unable to pay, or admitting in writing its inability to pay, its
     debts as they become due.

     "Loan Agreement" shall have the meaning assigned to such term in the
     preamble to this Agreement.

     "Maximum Principal Amount" shall mean (i) $224,000,000, prior to the date
     on which a $97,500,000 principal payment is made to the Senior Agent on the
     Senior Debt in immediately available funds with the proceeds of the
     Subordinated Debt (which payment is expected to be made on or about May 28,
     2002), or (ii) $112,000,000, from and after the date that the principal
     payment specified in clause (i) hereof is actually paid to the Senior Agent
     in immediately available funds; provided, however, that if any part or all
     of the principal payment specified in clause (i) is required to be
     disgorged or returned by the Senior Agent or any Senior Lender for any
     reason, the Maximum Principal Amount shall equal $112,000,000 plus 115% of
     the amount of the disgorged or returned principal payment.

     "payment in full" or "paid in full" or "pay in full" shall mean, with
     respect to the Senior Debt, the indefeasible payment in full in cash of the
     principal, interest, fees, expenses and other amounts due or to become due
     to the Senior Agent or the Senior Lenders under the Senior Loan Agreement
     and the other Senior Debt Documents in the manner provided under the terms
     of such documents or in such other manner to which the Senior Agent, at the
     direction of the Senior Lenders, shall have consented in writing.

     "Permitted Refinancing" shall mean any refinancing of the Senior Debt under
     the Senior Loan Agreement (or any subsequent refinancing of an earlier
     Permitted Refinancing), provided that, in each case, (i) the documents
     effecting such refinancing do not directly prohibit the making of payments
     on the Subordinated Debt (except to the extent such payments are currently
     prohibited under this Agreement), (ii) the aggregate principal amount of
     any such refinancing(s) outstanding at any time does not exceed the Maximum
     Principal Amount and (iii) such refinancing does not extend the scheduled
     maturity date of the Senior Debt beyond May 28, 2004.

                                       3

<PAGE>

     "Person" means any natural person, corporation, limited partnership,
     limited liability company, professional association, general partnership,
     joint stock company, joint venture, association, company, trust, bank,
     trust company, land trust, business trust or other organization, whether or
     not a legal entity, and any government agency or political subdivision
     thereof.

     "Senior Agent" shall mean the designated representative of the Senior
     Lenders under the Senior Loan Agreement, together with any successor in
     such capacity.

     "Senior Debt" shall mean any and all indebtedness, obligations or
     liabilities that now or hereafter may be owing by the Debtor or any other
     Credit Party to the Senior Agent or any Senior Lender under the Senior Loan
     Agreement or any of the other Senior Debt Documents, whether for principal,
     interest, fees or other amounts, and whether such indebtedness, obligations
     or liabilities are from time to time increased or reduced (or entirely
     extinguished and thereafter reincurred), and whether such indebtedness,
     obligations or liabilities are absolute, joint or several, or due or to
     become due, as well as all indebtedness, obligations or liabilities of the
     Debtor or any Subsidiary thereof to the Senior Agent or any Senior Lender
     now or hereafter existing under this Agreement, and any extension, renewal,
     refinancing, modification or replacement of or for any of the foregoing,
     and including without limitation any interest which, but for the filing by
     or against any Credit Party, of a petition in bankruptcy, would accrue on
     any of the foregoing indebtedness, obligations or liabilities as well as
     any other indebtedness, obligations or liabilities of the Debtor or any
     Subsidiary thereof to the Senior Agent or any Senior Lender which may be
     incurred in any bankruptcy proceeding of the Debtor or any Subsidiary
     thereof whether or not recoverable by the Senior Agent or any Senior Lender
     from the Debtor or any Subsidiary thereof or its estate under 11 U.S.C. ss.
     506. Notwithstanding anything to the contrary in the definition of Senior
     Debt, "Senior Debt" shall not include any principal sums to the extent the
     aggregate amount of such principal sums that otherwise qualify as "Senior
     Debt" exceed the Maximum Principal Amount.

     "Senior Debt Documents" shall have the meaning assigned to the term "Loan
     Documents" in the Senior Loan Agreement.

     "Senior Lenders" shall mean the lenders from time to time under the Senior
     Loan Agreement, together with their successors and assigns.

     "Senior Loan Agreement" means the Loan Agreement, together with any other
     credit agreement or loan agreement which hereafter refinances or replaces
     any of the credit facilities extended or made available to the Debtor under
     the Loan Agreement in connection with a Permitted Refinancing.

                                       4

<PAGE>

     "Standstill Termination Date" shall mean the earliest to occur of the
     following: (i) unless clause (ii) below then is, or thereafter during such
     30 day period becomes, applicable, the expiration of 30 days from the
     Senior Agent's receipt of an Enforcement Notice; (ii) if a Blockage Period
     is in effect at any time during the 30 day period described in clause (i)
     above, the expiration of 180 days after the date of the Senior Agent's
     receipt of an Enforcement Notice; provided, however, that such 180 day
     period shall be cut short and deemed to end if and when such Blockage
     Period is terminated, withdrawn or rescinded in writing by the Senior
     Agent; (iii) the occurrence of an Insolvency Event; (iv) the Senior Agent
     or the Senior Lenders accelerate the maturity of the Senior Debt; or (v)
     the Termination Date occurs.

     "Subordinated Debt" shall mean and include each and every indebtedness,
     liability or obligation of any Credit Party to the Subordinated Creditor,
     whether absolute or contingent, known or unknown, liquidated or
     unliquidated, secured or unsecured, due or to become due, now existing or
     hereafter arising, evidenced by or arising under the Note or any other
     Subordinated Debt Documents, regardless of how the same is evidenced or
     created and whether direct or indirect or acquired by the Subordinated
     Creditor by way of assignment, and regardless of whether the same is joint
     or several, and any and all renewals, extensions, restructurings,
     modifications or replacements, in whole or in part, of any of the
     foregoing.

     "Subordinated Debt Documents" means the Note and all other documents and
     instruments evidencing, guaranteeing, securing or pertaining to any portion
     of the obligations evidenced by the Note (or any replacement thereof), in
     each case, as amended, supplemented, restated, modified, renewed, extended
     or replaced from time to time.

     "Subsidiary" means with respect to any Person, any corporation or other
     entity of which securities or other ownership interests having ordinary
     voting power to elect a majority of the board of directors or other persons
     performing similar functions are at the time directly or indirectly owned
     by such Person.

     "Termination Date" shall mean the date on which (i) all Senior Debt has
     been paid in full, (ii) no Senior Lender is under any obligation to make
     any further loans or extend any further credit to or for the benefit of any
     Credit Party or any Subsidiary or Affiliate thereof under the Senior Loan
     Agreement or any other Senior Debt Document, and (iii) the Senior Agent
     gives the Subordinated Creditor written notice that the Senior Agent has
     terminated this Agreement, which notice the Senior Agent agrees to give
     promptly upon the request of the Subordinated Creditor or the Debtor (so
     long as the other conditions required for the occurrence of the Termination
     Date have been satisfied as of the date of such request).

2.   Payment Subordination Provisions. The parties hereto covenant and agree
     that the payment of any and all of the Subordinated Debt shall be
     subordinate and subject in right

                                       5

<PAGE>

     and time of payment, to the extent and in the manner hereinafter set forth,
     to the prior indefeasible payment in full of the Senior Debt.

     (a)  Permitted Payments to Subordinated Creditor. Subject in all cases to
          the subordination provisions and other limitations set forth below,
          the Credit Parties shall only be permitted to make or deliver and the
          Subordinated Creditor may only retain regularly scheduled payments of
          interest on the Note.

     (b)  No Payment Upon Senior Default. No payment, whether in cash,
          securities or otherwise, shall be made by or on behalf of any Credit
          Party, on account of the principal of, premium, if any, or interest on
          the Note or on account of any fees and expenses relating to the Note
          or the Subordinated Debt or on account of any other amount or
          obligation arising under or by virtue of the Note or the other
          Subordinated Debt Documents, during the period (the "Blockage Period")
          beginning on (i) the occurrence of any Event of Default (as defined in
          the Loan Agreement) described in Section 9(a) of the Loan Agreement or
          the failure of the Debtor to repay the Senior Debt in full upon its
          maturity date or any earlier acceleration thereof (a "Payment
          Default") or (ii) the occurrence of any Event of Default (as defined
          in the Loan Agreement), other than a Payment Default (a "Covenant
          Default" and together with any Payment Default, the "Senior
          Defaults"), and ending on the earlier of (i) the Termination Date, and
          (ii) the date on which all Senior Defaults are cured or waived in
          writing by the required Senior Lenders to the absolute satisfaction of
          the Senior Agent.

     (c)  Restriction on Action by Subordinated Creditor. The Subordinated
          Creditor shall not at any time take any Enforcement Action unless (i)
          the Senior Agent first receives an Enforcement Notice; and (ii) the
          Standstill Termination Date shall have occurred. After the Standstill
          Termination Date, the Subordinated Creditor may, at its sole election,
          take any Enforcement Action available to it under this Agreement or
          applicable law; provided, however, that any prohibition on payments
          with respect to the Subordinated Debt that are in effect on the
          Standstill Termination Date shall continue for their full duration
          pursuant to the other provisions of this Agreement notwithstanding the
          occurrence of the Standstill Termination Date. Notwithstanding
          anything to the contrary contained herein or in the Subordinated Debt
          Documents, if following acceleration (or commencement of the right to
          accelerate) of the Senior Debt by Senior Agent or Senior Lenders, such
          acceleration (or right to accelerate) is rescinded whether or not any
          existing Senior Default has been cured, any acceleration of the
          Subordinated Debt and all other Enforcement Action taken by the
          Subordinated Creditor, solely as a result of the acceleration (or
          right to accelerate) of the Senior Debt, shall likewise be rescinded
          or terminated and any interest that would have accrued and payments
          that would have become due if the Subordinated Debt had never been
          accelerated shall be deemed to have accrued or become due upon such
          rescission or termination.

                                       6

<PAGE>


     (d)  Note Subordinated to Prior Payment of All Senior Debt on Dissolution,
          Liquidation or Reorganization. Upon any distribution of assets of any
          Credit Party upon any dissolution, winding up, total or partial
          liquidation or reorganization of such Credit Party whether voluntary
          or involuntary, in bankruptcy, insolvency, receivership or similar
          proceeding or upon assignment for the benefit of creditors:

               (i)   the holders of all Senior Debt shall first be entitled to
          receive payments in full of the principal of and interest on and other
          amounts payable in respect of the Senior Debt, before the Subordinated
          Creditor is entitled to receive any payment on account of the Note or
          the Subordinated Debt;

               (ii)  any payment or distribution of assets of any Credit Party
          of any kind or character, whether in cash, property or securities, to
          which the Subordinated Creditor would be entitled except for the
          provisions of this Agreement, shall be paid by the liquidating trustee
          or agent or other Person making such a payment or distribution,
          directly to the Senior Agent for the benefit of the Senior Lenders, to
          the extent necessary to make payment in full of all such Senior Debt
          remaining unpaid after giving effect to all concurrent payments and
          distributions and all provisions therefor to or for the holders of
          such Senior Debt; and

               (iii) in the event that, notwithstanding the foregoing clauses
          (i) and (ii), any payment or distribution of assets of any Credit
          Party of any kind or character, whether in cash, property or
          securities, shall be received by the Subordinated Creditor on account
          of the Note or any other Subordinated Debt Document, as the case may
          be, before all Senior Debt is paid in full, such payment or
          distribution shall be received and held in trust by the Subordinated
          Creditor for the benefit of the holders of such Senior Debt, or their
          respective representatives, ratably according to the respective
          amounts of Senior Debt held or represented by each, to the extent
          necessary to make payment in full of all such Senior Debt remaining
          unpaid after giving effect to all concurrent payments and
          distributions and all provisions therefor to or for the holders of
          such Senior Debt.

          The Debtor shall give prompt written notice to the Subordinated
          Creditor of any dissolution, winding up, liquidation or reorganization
          of any Credit Party or assignment for the benefit of creditors by any
          Credit Party.

     (e)  Turnover of Payments. If any payment is received or amount collected
          by the Subordinated Creditor, which at any time is prohibited pursuant
          to this Agreement, the Subordinated Creditor forthwith shall deliver
          the same to the Senior Agent in precisely the form received (but with
          the endorsement of the Subordinated Creditor where necessary for the
          collection thereof by the Senior Agent) for application on

                                       7

<PAGE>

          the Senior Debt, and the Subordinated Creditor agrees that, until so
          delivered, the same shall be deemed received by the Subordinated
          Creditor as agent for the Senior Agent and such payment or prepayment
          shall be held in trust by the Subordinated Creditor as property of the
          Senior Agent and the Senior Lenders.

     (f)  Occurrence of Default under Subordinated Debt Documents. The failure
          of any Credit Party to make any payment with respect to the
          Subordinated Debt by reason of the operation of the provisions of this
          Agreement shall not be construed as preventing the occurrence of a
          default or event of default, as applicable, under the Subordinated
          Debt Documents.

3.   Modification or Prepayment of Subordinated Debt; Acquisition of Additional
     Debt.

     (a)  Neither the Note, nor any other Subordinated Debt Document shall be
          modified, restated, replaced or terminated except with the prior
          written consent of the Senior Agent, to be granted or withheld in its
          sole discretion.

     (b)  Notwithstanding anything to the contrary in the Subordinated Debt
          Documents, the Senior Loan Agreement or the Senior Debt Documents,
          neither the Subordinated Creditor nor any other holder of any of the
          Subordinated Debt, nor any of their respective Affiliates, shall allow
          any Credit Party to become (and no Credit Party shall allow itself to
          become) obligated to such Person with respect to any indebtedness that
          is senior to, or pari passu with, the Senior Debt.

4.   Provisions Applicable After Bankruptcy.

     (a)  The provisions of this Agreement shall continue in full force and
          effect notwithstanding the occurrence of any Insolvency Event.

     (b)  The Subordinated Creditor agrees that the Senior Agent may consent to
          the use of cash collateral or provide financing to any Credit Parties
          on such terms and conditions and in such amounts as the Senior Agent
          (on behalf of the Senior Lenders), in its sole discretion may decide
          (provided that the aggregate principal amount of such financing
          outstanding at any time, together with the aggregate principal amount
          of all other Senior Debt outstanding at such time, shall not exceed
          the Maximum Principal Amount) and that, in connection with such cash
          collateral usage or such financing, any Credit Parties (or a trustee
          appointed for the estate of any Credit Party) may grant to the Senior
          Agent (on behalf of the Senior Lenders) liens and security interests
          upon all or any part of the assets of any Credit Party, which liens
          and security interests (i) may secure payments of all Senior Debt
          (whether such Senior Debt arose prior to the filing of the petition
          for relief or arises thereafter); and (ii) shall be superior in
          priority to the liens on and security interests in the assets of any
          Credit Party, if any, held by any Subordinated Creditor. All
          allocations of payments hereunder between the Senior

                                       8

<PAGE>


          Agent, the Senior Lenders and the Subordinated Creditor shall, subject
          to any court order, continue to be made after the filing of a petition
          under the Bankruptcy Code or any similar proceeding on the same basis
          that the payments were to be allocated prior to the date of such
          filing. In the event that the Subordinated Creditor has or at any time
          acquires any security for the Subordinated Obligations, the
          Subordinated Creditor agrees not to assert any right it may have to
          "adequate protection" of its interests in such security in any
          bankruptcy proceeding, and agrees that it will not seek to have the
          automatic stay lifted with respect to such security, without the prior
          written consent of the Senior Agent; provided, however, that such
          agreement not to assert rights to adequate protection shall not apply
          to the extent that such rights arise out of security interests
          acquired by, or created in favor of, the Subordinated Creditor in the
          assets of a Credit Party where such security interests were acquired
          or created (i) prior to the occurrence of any Insolvency Event and
          (ii) without violating the provisions of this Agreement. The
          Subordinated Creditor waives any claim it may now or hereafter have
          arising out of the Senior Agent's and the Senior Lenders' election, in
          any proceeding instituted under Chapter 11 of the Bankruptcy Code, of
          the application of Section 1111(b)(2) of the Bankruptcy Code, and/or
          any borrowing or grant of a security interest under Section 364 of the
          Bankruptcy Code by any Credit Party, as debtor in possession (or any
          trustee for Credit Party), so long as the aggregate principal amount
          of any post-petition financing outstanding at any time provided by the
          Senior Agent and Senior Lenders (together with the aggregate principal
          amount of any other Senior Debt outstanding at such time) does not
          exceed the Maximum Principal Amount. The Subordinated Creditor agrees
          not to initiate or prosecute or encourage any other Person to initiate
          or prosecute any claim, action or other proceeding (i) challenging the
          enforceability of the Senior Agent's or any Senior Lender's claim in
          any Insolvency Proceeding (ii) challenging the enforceability of any
          liens or security interests in assets securing the Senior Debt or
          (iii) asserting any claims which any Credit Party may hold with
          respect to the Senior Agent or the Senior Lenders. The Subordinated
          Creditor agrees that it will not vote with respect to the Subordinated
          Debt to accept any plan of reorganization of any Credit Party under
          Chapter 11 of the Bankruptcy Code if the Senior Agent has objected to
          such plan, but the Subordinated Creditor reserves its right to object
          to any such plan that is favored by the Senior Agent or any of the
          Senior Lenders.

     (c)  To the extent that the Subordinated Creditor has or acquires any
          rights under Section 363 or Section 364 of the Bankruptcy Code with
          respect to any assets of any Credit Party, the Subordinated Creditor
          hereby agrees not to assert such rights without the prior written
          consent of the Senior Agent; provided, however, that such agreement
          not to assert rights under Sections 363 or 364 of the Bankruptcy Code
          shall not apply to the extent such rights arise out of security
          interests acquired by, or created in favor of, the Subordinated
          Creditor in the assets of a Credit Party where such security interests
          were acquired or created (i) prior to the

                                       9

<PAGE>

          occurrence of any Insolvency Event and (ii) without violating the
          provisions of this Agreement.

     (d)  If any Credit Party becomes the subject of a bankruptcy or similar
          proceeding, the Senior Agent, on behalf of the Subordinated Creditor,
          shall have the right (but shall not be required) to file proof of the
          claims of the Subordinated Creditor to the extent that the
          Subordinated Creditor fails to do so (or fails to provide the Senior
          Agent with evidence of having done so) at least 15 days before proof
          of such claims would be due in the proceeding. Subject to the
          limitations set forth elsewhere herein, at any meeting of creditors or
          in the event of any Insolvency Event involving any Credit Party, the
          Subordinated Creditor shall retain the right to vote, file a proof of
          claim and otherwise act with respect to the Subordinated Debt,
          provided, however, that if the Subordinated Creditor fails to vote its
          claim in any proceedings prior to 5 days before the expiration of the
          time to vote, the Subordinated Creditor hereby irrevocably appoints
          Senior Agent as its agent and attorney-in-fact to vote such claim.

5.   Pledge or Transfer of Subordinated Debt.

     (a)  The Subordinated Creditor agrees not to assign, transfer, pledge, or
          grant a security interest in all or any part of the Subordinated Debt
          unless (i) such assignment, transfer, pledge or grant is made
          expressly subject to this Agreement and (ii) the Subordinated
          Creditor's assignee, transferee, pledgee or grantee expressly agrees
          in writing to assume the Subordinated Creditor's obligations
          hereunder. Notwithstanding any failure of any assignee of the
          Subordinated Creditor to execute any such assignment and assumption
          (or to otherwise comply with the transfer provisions of this
          paragraph), the subordination effected hereby shall survive any such
          assignment or other transfer, and the terms of this Agreement shall be
          binding on all successors and assigns of the Subordinated Creditor.

     (b)  Until the Termination Date, the Subordinated Creditor shall mark its
          books and records so as to clearly indicate that all Subordinated Debt
          is subordinated in accordance with the terms hereof, and shall cause
          to be clearly, conspicuously and prominently inserted on the face of
          the Note and on any renewals or replacements thereof, and on the face
          of all other promissory notes or other instruments which at any time
          evidence any Subordinated Debt, substantially the following legend:

               This Note is subject to a Subordination Agreement, dated as of
               May 21, 2002 (the "Subordination Agreement"), among Piedmont
               Coca-Cola Bottling Partnership, Coca-Cola Bottling Co.
               Consolidated and General Electric Capital Corporation, as agent.
               This Note is subordinated in right and time of payment to the
               prior payment in full in cash of all Senior Debt (as defined
               therein) in accordance with, and to the extent specified in, the
               Subordination

                                       10

<PAGE>

               Agreement and each holder of this Note, by its acceptance hereof,
               irrevocably agrees to be bound by the terms and provisions of the
               Subordination Agreement. This Note is also subject to the
               restrictions on transfer set forth in the Subordination
               Agreement.

         Concurrently with the execution and delivery of this Agreement, the
         Subordinated Creditor will deliver to Senior Agent a true, complete and
         correct copy of the original Note marked with such legend.

6.   Waivers. The Subordinated Creditor agrees and consents: (a) to waive, and
     does hereby waive, any and all notice of the creation, renewal, extension,
     modification, compromise or release of any of the Senior Debt or any
     collateral therefor or guaranties thereof, in whole or in part; (b) that
     without further notice to or further assent by the Subordinated Creditor,
     the liability of any Credit Party or any other party or parties for or upon
     any of the Senior Debt may, from time to time, in whole or in part, be
     renewed, extended, modified, increased, decreased, compromised or released
     by the Senior Agent or any Senior Lender as it may deem advisable (so long
     as any change in the Senior Debt does not violate any of the conditions
     required for the determination of such indebtedness as "Senior Debt" under
     the definition thereof contained in this Agreement); (c) that any
     guaranties of the Senior Debt, or any part of the Senior Debt, may, from
     time to time, in whole or in part, be modified, released, collected, sold
     or otherwise disposed of by Senior Agent or any Senior Lender, as it may
     deem advisable; (d) that any collateral for the Senior Debt may, from time
     to time, in whole or in part, be modified, released, collected, sold or
     otherwise disposed of by the Senior Agent at the direction of the Senior
     Agent or the Senior Lenders, as they may deem advisable (and the
     Subordinated Creditor hereby waives any right that it may have to require
     the Senior Agent or the Senior Lenders to marshal any collateral securing
     the Senior Debt; and (e) that, subject to any right of the Subordinated
     Creditor to receive any funds pursuant to its rights of subrogation in
     accordance with the provisions of Section 12 (at a time when the
     Subordinated Creditor shall have notified the Senior Agent that funds are
     payable to the Subordinated Creditor pursuant to Section 12), any balance
     of funds with the Senior Agent or any Senior Lender at any time standing to
     the credit of any Credit Party may, from time to time, in whole or in part,
     be surrendered or released by the Senior Agent or such Senior Lender, as it
     may deem advisable.

7.   Collateral and Guaranty Subordination.

     (a)  The Subordinated Creditor hereby subordinates and makes inferior any
          and all of its existing or hereafter acquired security interests in,
          security titles to, and other liens and encumbrances on any of the
          present or future, real or personal, tangible or intangible, property
          of any Credit Party (collectively, the "Collateral") to the security
          interests, security titles, and other liens and encumbrances of the
          Senior Agent, whether now existing or hereafter acquired, in, to and
          on the Collateral. If any Credit Party shall default under any Senior
          Debt secured by any of the Collateral, the Senior Agent (at its
          election or at the direction of the Senior Lenders)

                                       11

<PAGE>

          may exercise any or all of its rights and remedies with respect to
          such Collateral without any obligation to give the Subordinated
          Creditor notice of such exercise (other than any notices of sale
          required to be given to a junior lienholder under applicable law, if
          the Subordinated Creditor acquires any security interests in the
          Collateral, but only so long as such security interests are acquired
          (i) prior to the occurrence of any Insolvency Event and (ii) without
          violating the provisions of this Agreement) and without regard to any
          interest of the Subordinated Creditor in such Collateral. The
          Subordinated Creditor shall not contest the validity, perfection,
          priority or enforceability of any lien granted to the Senior Agent in
          any of the Collateral.

     (b)  In furtherance (and not in limitation of) the provisions of Section 2
          above, the Subordinated Creditor subordinates and makes inferior any
          and all of its now existing or hereafter acquired guaranties
          (including, without limitation, those of any Credit Party) of the
          Subordinated Debt from whomever received and in whatever form to the
          rights of the Senior Agent and the Senior Lenders on the same terms
          and conditions as apply to the subordination of the Subordinated Debt
          to the Senior Debt hereunder.

     (c)  The Subordinated Creditor expressly agrees not to accept any (i) liens
          or security interests in any Collateral to secure the Subordinated
          Debt or (ii) guaranties from any Person with respect to the
          Subordinated Debt. If, notwithstanding the prohibition on the
          Subordinated Creditor accepting liens and security interests, the
          Subordinated Creditor shall at any time hold any lien on or security
          interest in any Collateral and the Senior Agent or Senior Lenders
          release (or fail to have for any reason) their liens and security
          interests in any portion of the Collateral, then the Subordinated
          Creditor shall automatically be deemed to have released any liens and
          security interests (or the right to obtain such liens or security
          interests) that the Subordinated Creditor may have in such portion of
          the Collateral.

8.   Continuing Agreement and Termination.

     (a)  This is a continuing agreement, and this Agreement and the
          subordination of indebtedness (the "Debt Subordination") and the
          subordination of security interests, security titles, liens and
          encumbrances and guaranties (the "Security Interest Subordination")
          provided for herein shall remain in full force and effect and shall be
          irrevocable until the Termination Date regardless of whether the
          Senior Debt is from time to time reduced and thereafter increased or
          entirely extinguished (in connection with either a contemporaneous
          refinancing or as a result of the required return or disgorgement of
          any payment on the Senior Debt) and thereafter reincurred or incurred
          anew (provided, that the aggregate principal amount of all Senior Debt
          outstanding at any time shall in no event exceed the Maximum Principal
          Amount). No notice purporting to terminate this Agreement, the Debt
          Subordination or the Security Interest Subordination which is received
          by Senior

                                       12

<PAGE>

          Agent or any Senior Lender at any time prior to the Termination Date
          shall be effective, in any manner or at any time whatsoever, to
          terminate this Agreement, the Debt Subordination or the Security
          Interest Subordination.

     (b)  This Agreement, the Debt Subordination and the Security Interest
          Subordination shall continue to be effective regardless of the
          solvency or insolvency of any Credit Party or the Subordinated
          Creditor; the liquidation or dissolution of any Credit Party or the
          Subordinated Creditor; the institution by or against any Credit Party
          or the Subordinated Creditor of any proceeding under the Bankruptcy
          Code or any similar law; the appointment of a receiver or trustee for
          any Credit Party or the Subordinated Creditor or any of such Person's
          property; any reorganization, merger or consolidation of any Credit
          Party or the Subordinated Creditor; or any other change in the
          ownership, composition or nature of any Credit Party or the
          Subordinated Creditor.

     (c)  The provisions of this Agreement shall continue to be effective or be
          reinstated, as the case may be, if at any time any payment in respect
          of Senior Debt is rescinded or must otherwise be returned by the
          Senior Agent or any Senior Lender (including, without limitation, in
          the event of a bankruptcy proceeding), all as though such payment had
          not been made. Without limitation to the foregoing, in the event that
          any Senior Debt is avoided, disallowed or subordinated pursuant to
          Section 548 of the Bankruptcy Code or any applicable state fraudulent
          conveyance laws, whether asserted directly or under Section 544 of the
          Bankruptcy Code, the provisions of this Agreement shall continue to be
          effective or be reinstated, as the case may be. In the event that any
          Credit Party shall become the subject of a bankruptcy petition or any
          other proceeding shall be instituted as a result of which at any time
          the Senior Agent or Senior Lenders are required to return any portion
          of the Senior Debt as a preference, fraudulent conveyance or other
          avoidable transfer, then any payment with respect to the principal of
          the Subordinated Debt that was made prior to the reinstatement of this
          Agreement shall be required to be turned over by the Subordinated
          Creditor to the Senior Agent to the extent of the payment the Senior
          Agent or Senior Lenders were required to return.

9.   Acknowledgments, Consents and Agreements. The Debtor (for itself and on
     behalf of its Subsidiaries and Affiliates) does hereby acknowledge and
     consent to the execution, delivery and performance of this Agreement by the
     Subordinated Creditor and the Senior Agent and further agrees to be bound
     by the provisions of this Agreement as they relate to the relative rights,
     remedies and priorities of the Subordinated Creditor and the Senior Agent
     and the Senior Lenders and the respective obligations of the Credit Parties
     to them; provided, however that nothing in this Agreement shall amend,
     modify, change or supersede the respective terms of any of the Senior Debt
     or the Subordinated Debt as between any Credit Party, on the one hand, and
     the Senior Agent and the Senior Lenders or the Subordinated Creditor, on
     the other hand, and in the event of any conflict or inconsistency between
     the terms of this Agreement and those of any agreement, note or other
     document evidencing or

                                       13

<PAGE>

     securing any of the Senior Debt, the Subordinated Debt or the Collateral
     the provisions of such other agreement, instrument or document shall govern
     as between any Credit Party, on the one hand, and the Senior Agent and the
     Senior Lenders or the Subordinated Creditor (as the case may be), on the
     other hand, and the Debtor (for itself and on behalf of its Subsidiaries
     and Affiliates) further agree that this Agreement shall not give any Credit
     Party any substantive rights relative to the Senior Agent or any Senior
     Lender or the Subordinated Creditor and no Credit Party shall be entitled
     to raise any actions or inactions on the part of the Senior Agent or any
     Senior Lender or the Subordinated Creditor hereunder as a defense,
     counterclaim or other claim against such party.

10.  Representations and Warranties of the Subordinated Creditor.

     The Subordinated Creditor hereby represents and warrants to each of Senior
     Agent and Senior Lenders that as of the date hereof, (a) the Subordinated
     Creditor has not assigned any interest in the Subordinated Debt, the Note
     or any of the other Subordinated Debt Documents, (b) no other Person owns
     an interest in the Subordinated Debt, the Note or any of Subordinated
     Creditor's rights under or in respect of any other Subordinated Debt
     Documents (whether as joint holders thereof, participants, or otherwise),
     (c) the aggregate outstanding original principal balance of the
     Subordinated Debt is $97,500,000, (d) no default or event of default exists
     under any Subordinated Debt Document, (e) the execution and delivery of
     this Agreement and the performance by Subordinated Creditor of its
     obligations hereunder are within its corporate powers, have been duly
     authorized by all necessary corporate action, have received all necessary
     governmental and third party approvals (if any shall be required), and do
     not and will not contravene or conflict with any provision of law or of the
     constituent documents of the Subordinated Creditor, or any material
     agreement binding upon or applicable to the Subordinated Creditor or any of
     its property, (f) no pending or, to the best of the Subordinated Creditor's
     knowledge, threatened litigation, arbitration or other proceedings would,
     if determined adversely to the Subordinated Creditor, would prohibit or
     materially interfere with the performance by the Subordinated Creditor of
     its obligations under this Agreement, and (g) this Agreement is the legal,
     valid and binding obligation of the Subordinated Creditor, enforceable
     against the Subordinated Creditor in accordance with its terms, except to
     the extent such enforceability may be limited by general equitable
     principles or bankruptcy, insolvency, reorganization, moratorium or other
     similar laws affecting creditors rights generally.

11.  Miscellaneous.

     (a)  Wherever possible, each provision of this Agreement is to be
          interpreted in such manner as to be effective and valid under
          applicable law, but if any provision hereof is prohibited or invalid
          under such law, such provision is to be ineffective only to the extent
          of such prohibition or invalidity, without invalidating the remainder
          of such provision or the remaining provisions of this Agreement.

                                       14

<PAGE>

     (b)  This Agreement shall be binding upon the Credit Parties, the
          Subordinated Creditor, the Senior Agent, the Senior Lenders and their
          respective successors and assigns and shall inure to the benefit of
          the Senior Agent, the Senior Lenders and the Subordinated Creditor and
          their respective successors and assigns.

     (c)  This Agreement constitutes the sole and entire agreement between the
          Subordinated Creditor, on the one hand, and the Senior Agent and
          Senior Lenders, on the other, with respect to the subject matter
          hereof and supersedes and replaces any and all prior or concurrent
          agreements, understandings, negotiations or correspondence between
          them with respect thereto.

     (d)  Time is of the essence of this Agreement.

     (e)  No amendment or waiver of any provision of this Agreement, nor consent
          to any departure therefrom, shall be effective or binding upon the
          Senior Agent or any Senior Lender unless the Senior Agent shall first
          have given its written consent thereto, or on the Subordinated
          Creditor until the majority in interest of the Subordinated Creditor
          shall have first given their written consent thereto.

     (f)  This Agreement may be executed in one or more counterparts and each
          such counterpart shall constitute an original and all such
          counterparts together shall constitute one and the same instrument.
          This Agreement may be delivered by facsimile transmission with the
          same effect as if originally executed counterparts were personally
          delivered to each of the parties hereto.

     (g)  All section headings herein are for convenience of reference only and
          shall not limit or otherwise affect the meaning or interpretation of
          this Agreement.

     (h)  All notices, demands and other communications hereunder to the Senior
          Agent or the Subordinated Creditor shall be effective:

          (i)   if given by telecopy, when such communication is transmitted to
                the telecopy number set forth beneath such Person's signature
                below (with such telecopy to be promptly confirmed by delivery
                of a copy thereof by personal delivery, overnight courier or
                United States mail as otherwise provided herein),

          (ii)  if given by mail, three (3) Business Days after such
                communication is deposited in the United States mail with first
                class postage prepaid, return receipt requested, and addressed
                to such Person at its address set forth beneath its signature
                below,

          (iii) if sent for overnight delivery by Federal Express, United Parcel
                Service or other reputable national overnight delivery service,
                one (1) Business Day

                                       15

<PAGE>

                after such communication is entrusted to such service for
                overnight delivery and with recipient signature required,
                addressed as aforesaid, or

          (iv)  if by personal delivery at the address of such Person shown on
                the signature pages hereto.

          The Senior Agent or the Subordinated Creditor may designate a
          different address or telecopy number for its receipt of such notices
          or other communications by delivering notice of such change in
          accordance with the provisions of this Section 11(h).

     (i)  The Senior Agent is hereby authorized to demand specific performance
          of the provisions of this Agreement, at any time when any Credit Party
          or Subordinated Creditor shall have failed to comply with any
          provision hereof. Each Credit Party and the Subordinated Creditor
          hereby irrevocably waive any defense based on the adequacy of a remedy
          at law that might be asserted as a bar to such remedy of specific
          performance.

     (j)  Each party hereto will, upon the written request of any other party
          hereto, from time to time execute and deliver or cause to be executed
          and delivered such further instruments and agreements and do or cause
          to be done such further acts as may be reasonably necessary or proper
          to carry out more effectively the provisions of this Agreement.

     (k)  If any provision contained in this Agreement is in conflict with, or
          inconsistent with, any provision in the Subordinated Debt Documents,
          including, without limitation, any provisions regarding the existence
          or priority of any liens in the Collateral and any provisions dealing
          with the extent and manner that the Subordinated Debt is subordinated
          in right and time of payment to the prior payment in full of the
          Senior Debt (including, without limitation, the maximum principal
          amount of the Senior Debt), the provisions contained in this Agreement
          shall govern and control.

     (l)  This Agreement shall be governed by, and construed and enforced in
          accordance with, the laws of the State of New York applicable to
          contracts made and performed in such state.

12.  Waiver of Certain Rights; Subrogation. The Subordinated Creditor expressly
     waives any and all rights of subrogation, reimbursement, indemnity,
     exoneration or contribution or any other claim which the Subordinated
     Creditor may now or hereafter have against any Credit Party or against any
     property of any Credit Party arising from the existence, performance or
     enforcement of the Subordinated Creditor's obligations and liabilities
     under this Agreement until the Termination Date, at which time the
     Subordinated Creditor shall be deemed to be subrogated to the rights of the
     holders of the Senior Debt to receive payments or

                                       16

<PAGE>

     distributions of cash, property or securities of any Credit Party
     applicable to the Senior Debt until the Subordinated Debt shall be paid in
     full; and, for the purposes of such subrogation, no such payments or
     distributions to the holders of Senior Debt by or on behalf of any Credit
     Party (or by or on behalf of the Subordinated Creditor by virtue of this
     Agreement) which otherwise would have been made to the Subordinated
     Creditor shall, as between the Credit Parties and the Subordinated
     Creditor, be deemed to be a payment by or on behalf of any Credit Party to
     or on account of the Senior Debt. Neither Senior Agent nor any Senior
     Lender shall be liable for any loss to, or impairment of, any subrogation
     rights held by the Subordinated Creditor. In furtherance, and not in
     limitation of the immediately preceding sentence, neither the Senior Agent
     nor any Senior Lender shall have any obligation or duty to protect the
     Subordinated Creditor's rights of subrogation arising pursuant to this
     Agreement or otherwise.

13.  Jury Trial Waiver and Forum Consents. THE SUBORDINATED CREDITOR, THE SENIOR
     AGENT AND THE DEBTOR (FOR ITSELF AND FOR EACH OF ITS SUBSIDIARIES AND
     AFFILIATES) HEREBY WAIVES ANY RIGHT SUCH PERSON MAY HAVE UNDER ANY
     APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR LEGAL ACTION
     WHICH MAY BE COMMENCED BY OR AGAINST SUCH PERSON CONCERNING THE
     INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS
     AGREEMENT. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY THE
     SENIOR AGENT, THE SUBORDINATED CREDITOR AND THE DEBTOR (FOR ITSELF AND FOR
     EACH OF ITS SUBSIDIARIES AND AFFILIATES) HEREBY EXPRESSLY AGREE, CONSENT
     AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT
     SITTING IN NEW YORK, NEW YORK, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION
     AND FURTHER EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY
     SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURTS AND FURTHER EXPRESSLY
     WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO
     OBJECT TO THE JURISDICTION AND VENUE OF SAID COURTS. THE JURISDICTION AND
     VENUE OF THE COURTS CONSENTED TO AND SUBMITTED TO AND AGREED UPON IN THIS
     SECTION ARE NOT EXCLUSIVE BUT ARE CUMULATIVE AND IN ADDITION TO THE
     JURISDICTION AND VENUE OF ANY OTHER COURT UNDER ANY APPLICABLE LAW OR IN
     EQUITY.

              [The rest of this page is intentionally left blank]

                                       17

<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
signed, sealed and delivered, all as of the day and year first above written.

COCA-COLA BOTTLING CO. CONSOLIDATED

By:   /s/ DAVID V. SINGER
- -------------------------
Name:  David V. Singer
Title: EVP and Chief Financial Officer

Notice Address:
Coca-Cola Bottling Co. Consolidated
Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
PO Box 31487
Charlotte, North Carolina  28231-1487
Attention: Chief Financial Officer
Telecopy No.: 704-557-4451


PIEDMONT COCA-COLA BOTTLING PARTNERSHIP

By Coca-Cola Bottling Co. Consolidated, its Manager


By:   /s/ DAVID V. SINGER
- -------------------------
Name:  David V. Singer
Title: EVP and Chief Financial Officer

Notice Address:
Piedmont Coca-Cola Bottling Partnership
c/o Coca-Cola Corporate Center
4100 Coca-Cola Plaza (28211-3481)
PO Box 31487
Charlotte, North Carolina 28231-1487
Attention: Chief Financial Officer
Telecopy No.: 704-557-4451

                       [Signatures continued on next page]

<PAGE>


GENERAL ELECTRIC CAPITAL CORPORATION, as Senior Agent



By:   /s/ GLENN P. BARTLEY
- ------------------------------
Name:  Glenn P. Bartley
Title: Duly Authorized Signatory

Notice Address:
GE Capital Commercial Finance
500 West Monroe Street
Chicago, IL  60661
Attention:  Account Manager / Piedmont Coca Cola
Telecopy No.:  (312) 463-3823

GE Capital Commercial Finance
500 West Monroe Street
Chicago, IL  60661
Attention:  Corporate Counsel

Telecopy No.:  (312) 441-6876








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>dex42.txt
<DESCRIPTION>SUBORDINATED PROMISSORY NOTE
<TEXT>
<PAGE>

                                                                     Exhibit 4.2

THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT, DATED AS OF MAY 23, 2002 (THE
"SUBORDINATION AGREEMENT"), AMONG PIEDMONT COCA-COLA BOTTLING PARTNERSHIP,
COCA-COLA BOTTLING CO. CONSOLIDATED AND GENERAL ELECTRIC CAPITAL CORPORATION, AS
AGENT. THIS NOTE IS SUBORDINATED IN RIGHT AND TIME OF PAYMENT TO THE PRIOR
PAYMENT IN FULL IN CASH OF ALL SENIOR DEBT (AS DEFINED THEREIN) IN ACCORDANCE
WITH, AND TO THE EXTENT SPECIFIED IN, THE SUBORDINATION AGREEMENT AND EACH
HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY
THE TERMS AND PROVISIONS OF THE SUBORDINATION AGREEMENT. THIS NOTE IS ALSO
SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SUBORDINATION
AGREEMENT.

                          SUBORDINATED PROMISSORY NOTE

$97,500,000.00                                                      May 23, 2002

     FOR VALUE RECEIVED, the undersigned PIEDMONT COCA-COLA BOTTLING
PARTNERSHIP, a Delaware general partnership (the "Company"), hereby promises to
pay to COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation or its
successors and assigns ("Holder"), the principal amount of Ninety-Seven Million
Five Hundred Thousand and 00/100 Dollars ($97,500,000.00) in accordance with the
terms set forth in this Subordinated Promissory Note (this "Note").

     1. Payments of Principal. If not prepaid pursuant to Section 3 or
otherwise, the Company promises to pay the principal amount hereof on May 28,
2004.

     2. Payments of Interest. Subject to the provisions of Section 4, the
Company further promises to pay interest on the unpaid principal amount hereof,
from the date hereof, at a rate per annum equal to Holder's average monthly cost
of borrowing (taking into account all indebtedness of Holder and its
consolidated subsidiaries), determined as of the last business day of each
calendar month, plus one-half of one percent (0.5%) quarterly on the last
business day of each calendar month of each year (each, a "Payment Date"),
commencing with the Payment Date next succeeding the date hereof; provided, that
such rate shall not exceed nine percent (9%) so long as any Senior Indebtedness
remains outstanding. Interest on the unpaid principal balance hereof shall
continue to accrue until the principal hereof and interest hereon shall have
been paid in full.

     3. Prepayment; Manner of Payment. Subject to the provisions of Section 4,
the Company may prepay this Note in whole or in part at any time, without
premium or penalty. All payments of principal and accrued interest shall be made
by the Company to Holder in immediately available funds and in lawful money of
the United States of America at the address set forth in Section 12 or to such
account as is designated by Holder in writing to the Company.

     4. Subordination. Notwithstanding anything to the contrary contained
herein, the obligations under this Note are subject to the Subordination
Agreement.

<PAGE>

     5. Events of Default. The following shall constitute "Events of Default"
with respect to this Note:

          (a) Failure of the Company to pay when due, in the manner provided
     herein, the principal or interest on this Note; or

          (b) The Company shall make an assignment for the benefit of creditors,
     or shall admit in writing its inability to pay its debts as they become
     due, or shall file a voluntary petition for relief under Title 11 of the
     United States Code (the "Bankruptcy Code"), or shall file any other
     petition or similar request with a court or governmental agency having
     competent jurisdiction for voluntary relief, looking to reorganization,
     arrangement, composition, readjustment, liquidation, custodianship,
     dissolution, winding-up or similar relief under the Bankruptcy Code or any
     other similar present or future statute, law or regulation, or shall file
     any answer admitting or not contesting the material allegations of a
     petition filed against it in any such proceeding, or shall in any such
     proceeding seek or consent to or acquiesce in the appointment of any
     trustee, receiver, custodian or liquidator of it or of all or any
     substantial part of its properties; or

          (c) The filing against the Company of an involuntary petition for
     relief under the Bankruptcy Code or the commencement of any proceeding
     against the Company in a court or before a governmental agency having
     competent jurisdiction, looking to reorganization, arrangement,
     composition, readjustment, liquidation, custodianship, dissolution or
     similar relief under the Bankruptcy Code or any other similar present or
     future statute, law or regulation, and such petition or proceeding shall
     not have been vacated, dismissed or stayed within sixty (60) days
     thereafter, or if there is appointed in any such proceeding, without the
     consent or acquiescence of the Company, any trustee, receiver, custodian,
     liquidator, or other similar official for it or for all or any substantial
     part of its properties, and such appointment shall not have been vacated,
     dismissed or stayed within sixty (60) days thereafter; or

          (d) The Company shall default in the due observance or performance of
     any covenant, condition or agreement contained herein and such default
     shall continue unremedied for a period of thirty (30) days.

     6. Consequences of Event of Default. Subject to the provisions of Section
4, upon the occurrence of any such Event of Default and during the continuation
thereof, Holder, by written notice to the Company, may declare the unpaid
principal balance of this Note and accrued and unpaid interest hereon to be
immediately due and payable notwithstanding the stated maturity or due date
thereof. Upon any such declaration of acceleration, such principal and interest
shall become immediately due and payable and Holder shall have all other rights
and remedies provided by applicable law.

     7. Costs of Collection. In the event that this Note is not paid when due,
the Company shall also pay or reimburse Holder for all reasonable costs and
expenses of collection, including, without limitation, reasonable attorneys'
fees.

                                       2


<PAGE>

     8.  Certain Acceleration Events. Subject to the provisions of Section 4,
upon a Sale, Holder may, by notice to the Company, declare the unpaid principal
balance of this Note and accrued and unpaid interest thereon to be immediately
due and payable, whereupon the same shall become immediately due and payable
notwithstanding the stated maturity or due date thereof. For purposes of this
Section 8, a "Sale" means (a) a sale of all or substantially all of the assets
of the Company or (b) any extraordinary corporate transaction, such as a merger,
consolidation, issuance of capital stock or other business combination involving
the Company pursuant to which any person or group of persons acquires at least
50% of the voting power of the Company, or in which the Company is not the
surviving corporation.

     9.  Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of North Carolina, other than the
conflicts of law provisions thereof.

     10. Waiver. The Company waives presentment for payment, demand, protest,
notice of dishonor, notice of protest, diligence on bringing suit against any
party hereto, and all defenses on the ground of any extension of the time of
payment that may be given by Holder to it.

     11. No Right of Set-Off. As of the date hereof, the Company represents that
it has no claims or offsets against Holder in breach of contract, negligence or
for any other type of legal action under this Note.

     12. Notices. Any notice pursuant to this Note must be in writing and will
be deemed effectively given to another party on the earliest of the date (a)
three business days after such notice is sent by registered U.S. mail, return
receipt requested, (b) upon receipt of confirmation if such notice is sent by
facsimile, (c) one business day after delivery of such notice into the custody
and control of an overnight courier service for next day delivery, (d) upon
delivery of such notice in person and (e) such notice is received by that party;
in each case to the appropriate address below (or to such other address as a
party may designate by notice to the other party):

           The Company:

           Piedmont Coca-Cola Bottling Partnership
           c/o Coca-Cola Bottling Co. Consolidated
           Coca-Cola Corporate Center
           4100 Coca-Cola Plaza (28211-3481)
           P.O. Box 31487
           Charlotte, North Carolina  28231-1487
           Attention:  Chief Financial Officer
           Telecopy No.:  (704) 557-4451

                                       3



<PAGE>

         Holder:

         Coca-Cola Bottling Co. Consolidated
         Coca-Cola Corporate Center
         4100 Coca-Cola Plaza (28211-3481)
         P.O. Box 31487
         Charlotte, North Carolina  28231-1487
         Attention:  Chief Financial Officer
         Telecopy No.:  (704) 557-4451

     13. Severability. Any provision of this Note that is determined by any
court of competent jurisdiction to be invalid or unenforceable will not affect
the validity or enforceability of any other provision hereof or the invalid or
unenforceable provision in any other situation or in any other jurisdiction. Any
provision of this Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

                                    * * * * *

                                       4


<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Note to be executed by
its duly authorized officer as of the day and year first above written.

                                      PIEDMONT COCA-COLA BOTTLING
                                      PARTNERSHIP

                                      By:  COCA-COLA BOTTLING CO.
                                      CONSOLIDATED, its Manager

                                      By:  /s/ DAVID V. SINGER
                                      ------------------------
                                      Name: David V. Singer
                                      Title: EVP and Chief Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>dex991.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Coca-Cola Bottling Co. Consolidated
(the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ J. Frank Harrison, III


J. Frank Harrison, III
Chairman of the Board of Directors and
Chief Executive Officer
August 13, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>dex992.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Coca-Cola Bottling Co. Consolidated
(the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
David V. Singer, Executive Vice President and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:

         (1) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ David V. Singer


David V. Singer
Executive Vice President and Chief Financial Officer
August 13, 2002


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
