<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>ddef14a.txt
<DESCRIPTION>COCA-COLA BOTTLING CO. CONSOLIDATED
<TEXT>
<PAGE>

                                 SCHEDULE 14A
                                (Rule 14a-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                             Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement  [_] Confidential, for Use of the Commission
Only
                                            (as permitted by Rule 14A-6(e)(2))

[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12

                      COCA-COLA BOTTLING CO. CONSOLIDATED
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               (Name of Registrant as Specified in Its Charter)

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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
   [X] No fee required
   [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1)  Title of each class of securities to which transaction applies:

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   (2)  Aggregate number of securities to which transactions applies:

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   (3)  Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):

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   (4)  Proposed maximum aggregate value of transaction:

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   (5)  Total fee paid:

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   [_] Fee paid previously with preliminary materials.

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   [_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

   (1)  Amount Previously Paid:

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   (2)  Form, Schedule or Registration Statement No.:

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   (3)  Filing Party:

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   (4)  Date Filed:

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<PAGE>

                      COCA-COLA BOTTLING CO. CONSOLIDATED
                             4100 COCA-COLA PLAZA
                        CHARLOTTE, NORTH CAROLINA 28211
                                (704) 557-4400

            -------------------------------------------------------

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 to be held on
                                  May 8, 2002

            -------------------------------------------------------

TO THE STOCKHOLDERS OF
COCA-COLA BOTTLING CO. CONSOLIDATED:

    NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Coca-Cola
Bottling Co. Consolidated (the "Company") will be held at the Company's Snyder
Production Center, 4901 Chesapeake Drive, Charlotte, North Carolina 28216 on
Wednesday, May 8, 2002, at 10:00 a.m., local time, for the purpose of
considering and acting upon the following:

           1.  Election of three members to the Board of Directors for a term
               of three years.

           2.  Such other business as may properly come before the meeting or
               any adjournment thereof.

    The Board of Directors has fixed the close of business on March 22, 2002 as
the record date for determining the stockholders entitled to notice of and to
vote at the meeting or any adjournment thereof, and only holders of Common
Stock and Class B Common Stock of the Company of record on such date will be
entitled to notice of or to vote at the meeting. A list of stockholders will be
available for inspection at least ten days prior to the meeting at the
principal executive offices of the Company at 4100 Coca-Cola Plaza, Charlotte,
North Carolina 28211.

    The Board of Directors will appreciate the prompt return of the enclosed
proxy, dated and signed. The proxy may be revoked at any time before it is
exercised and will not be exercised if you attend the meeting and vote in
person.

                                        By Order of the Board of Directors
                                        /s/ HENRY W. FLINT
                                        Henry W. Flint
                                        Secretary

April 5, 2002

<PAGE>

                                PROXY STATEMENT

                       ANNUAL MEETING OF STOCKHOLDERS OF
                      COCA-COLA BOTTLING CO. CONSOLIDATED
                           to be held on May 8, 2002

                                 INTRODUCTION

    This Proxy Statement is being furnished by the Board of Directors of
Coca-Cola Bottling Co. Consolidated (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use at the Annual Meeting
of Stockholders to be held at the Company's Snyder Production Center, 4901
Chesapeake Drive, Charlotte, North Carolina on Wednesday, May 8, 2002, at 10:00
a.m., local time, and at any adjournment thereof. This Proxy Statement and the
accompanying form of proxy are first being mailed to stockholders of the
Company on or about April 5, 2002. The principal executive offices of the
Company are located at 4100 Coca-Cola Plaza, Charlotte, North Carolina 28211.

                RECORD DATE, VOTE REQUIRED AND RELATED MATTERS

    The Board of Directors has fixed the close of business on March 22, 2002 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting of Stockholders. At the close of business on
March 22, 2002, the Company had issued and outstanding 6,392,477 shares of
Common Stock and 2,380,852 shares of Class B Common Stock. Each share of Common
Stock is entitled to one vote per share and each share of Class B Common Stock
is entitled to 20 votes per share (or an aggregate of 54,009,517 votes with
respect to the Common Stock and the Class B Common Stock voting together as a
single class). Each stockholder may exercise his right to vote either in person
or by properly executed proxy. The Common Stock and Class B Common Stock will
vote together as a single class on the election of directors at the Annual
Meeting of Stockholders.

    Any proxy delivered in the accompanying form may be revoked by the person
executing the proxy at any time before the authority thereby granted is
exercised by filing an instrument revoking it or a duly executed proxy bearing
a later date with the Secretary of the Company or if the person executing the
proxy attends the meeting and elects to vote in person. If a choice is
specified in the proxy, shares represented thereby will be voted in accordance
with such choice. If no choice is specified, the proxy will be voted FOR the
three nominees listed herein.

    The presence, in person or by proxy, of the holders of a majority of the
votes eligible to be cast by the holders of Common Stock and Class B Common
Stock voting together as a class is necessary to constitute a quorum at the
Annual Meeting of Stockholders. Directors are elected by a plurality of the
votes cast at a meeting at which a quorum is present. Abstentions and broker
"non-votes" are counted as present and entitled to vote for purposes of
determining a quorum, but are not taken into account in determining a
plurality. A broker "non-vote" occurs when a

                                      1

<PAGE>

nominee holding shares for a beneficial owner does not vote on a particular
matter because the nominee does not have discretionary voting power for that
particular matter and has not received instructions from the beneficial owner.

    The Board of Directors has been informed that J. Frank Harrison, Jr., J.
Frank Harrison, III and Reid M. Henson intend to vote an aggregate of 1,987,288
shares of the Company's Common Stock and 2,379,250 shares of the Company's
Class B Common Stock (representing an aggregate of 91.8% of the total voting
power as of the record date) FOR electing the Board of Directors' nominees for
director.

    The Board of Directors is not aware of any matters to be brought before the
Annual Meeting of Stockholders or any adjournment thereof other than the
election of three directors and routine matters incidental to the conduct of
the meeting. If, however, other matters are properly presented, it is the
intention of the persons named in the accompanying proxy or their substitutes
to vote the shares represented by the proxy in accordance with their best
judgment on such matters.

                            Principal Stockholders

    At March 22, 2002, the only persons known to the Company to be beneficial
owners of more than 5% of the Common Stock or Class B Common Stock of the
Company were as follows:

<TABLE>
<CAPTION>
                                               Amount and
                                               Nature of       Percentage            Percentage
                                               Beneficial          of       Total     of Total
       Name and Address             Class      Ownership         Class     Votes(1)   Votes(1)
       ----------------             -----      ---------         -----     --------   --------
<S>                             <C>            <C>             <C>        <C>        <C>
J. Frank Harrison, Jr.,         Common Stock   4,852,324(2)(5)    53.8%
J. Frank Harrison, III, Reid M. Class B Common 2,379,250(3)(5)    99.9%   50,058,074    92.7%
Henson, J. Frank Harrison
Family, LLC and three Harrison
Family Limited Partnerships, as
a group
  2 Union Square
  Chattanooga, TN 37402
The Coca-Cola Company           Common Stock   1,984,495(4)(5)    31.0%
  One Coca-Cola Plaza           Class B Common   497,670(5)       20.9%   11,937,895    22.1%
  Atlanta, GA 30313
Coca-Cola Enterprises Inc.      Common Stock     696,100(6)       10.9%      696,100     1.3%
  2500 Windy Ridge Parkway
  Atlanta, GA 30339
Wachovia Corporation            Common Stock     360,884(7)        5.6%      360,884     0.7%
  One Wachovia Center
  Charlotte, NC 28288
</TABLE>

                                      2

<PAGE>

  (1) In calculating the total votes and percentage of total votes, no effect
      is given to conversion of Class B Common Stock into Common Stock. A total
      of 6,392,477 shares of Common Stock and 2,380,852 shares of Class B
      Common Stock was outstanding on March 22, 2002.

  (2) Consists of (a) 235,786 shares held by a trust for the benefit of certain
      relatives of Mr. Harrison, Jr. as to which he has sole voting power and
      no investment power; (b) 1,984,495 shares held by The Coca-Cola Company
      subject to the terms of the Voting Agreement and Irrevocable Proxy
      (described in note (5) below) as to which Mr. Harrison, III has shared
      voting and no investment power; (c) 793 shares held by Mr. Harrison, III
      as custodian for certain of his children as to which Mr. Harrison, III
      has sole voting and investment power; (d) 2,000 shares owned by Mr.
      Henson; (e) 2,379,250 shares of Class B Common Stock beneficially owned
      by such persons as described in note (3) that are convertible into shares
      of Common Stock; (f) 100,000 shares of Common Stock that Mr. Harrison,
      Jr. presently has the right to acquire upon the exercise of options; and
      (g) 150,000 shares of Common Stock that Mr. Harrison, III presently has
      the right to acquire upon the exercise of options.

  (3) Consists of (a) a total of 1,605,534 shares held by the JFH Family
      Limited Partnership -- FH1, JFH Family Limited Partnership -- SW1 and JFH
      Family Limited Partnership -- DH1 (collectively, the "Harrison Family
      Limited Partnerships"), as to which Mr. Harrison, Jr., in his capacity as
      the manager of J. Frank Harrison Family, LLC (the general partner of each
      of the Harrison Family Limited Partnerships), exercises sole voting and
      investment power; (b) 235,786 shares held by a trust for the benefit of
      Mr. Harrison, Jr. and certain of his relatives as to which Mr. Harrison,
      III and Mr. Henson share investment power as co-trustees and as to which
      Mr. Harrison, Jr. possesses sole voting power; (c) 260 shares held by Mr.
      Harrison, III as custodian for certain of his children as to which Mr.
      Harrison, III possesses sole voting and investment power; (d) 497,670
      shares held by The Coca-Cola Company subject to the terms of the Voting
      Agreement and Irrevocable Proxy (described in note (5) below) as to which
      Mr. Harrison, III has shared voting and no investment power; and (e)
      40,000 shares of Class B Common Stock held by Mr. Harrison, III.

  (4) Such information is derived from Amendment No. 23 to Schedule 13D filed
      by The Coca-Cola Company on January 11, 2002. With respect to the Common
      Stock ownership information, the amount shown excludes 497,670 shares
      issuable upon conversion of shares of Class B Common Stock.

  (5) Messrs. Harrison, Jr., Harrison, III and Henson (as trustee of certain
      trusts), J. Frank Harrison Family LLC and the Harrison Family Limited
      Partnerships are parties to a Voting Agreement and Irrevocable Proxy with
      The Coca-Cola Company pursuant to which, among other things, Mr.
      Harrison, III has been granted an irrevocable proxy for life concerning
      the shares of Common Stock and Class B Common Stock owned by The
      Coca-Cola Company. See "Certain Transactions."

                                      3

<PAGE>

  (6) Such information is derived from Amendment No. 4 to Schedule 13G filed by
      Coca-Cola Enterprises Inc. on February 14, 2002.

  (7) Such information is derived from Schedule 13G filed by Wachovia
      Corporation on February 13, 2002. Wachovia Corporation has sole voting
      power with respect to all such shares, sole dispositive power with
      respect to 342,894 such shares and shared dispositive power with respect
      to 4,940 shares. All such shares are held by subsidiaries of Wachovia
      Corporation in a fiduciary capacity for their customers.

                             ELECTION OF DIRECTORS

General

    The Company's Board of Directors consists of between nine and twelve
members as fixed from time to time by the stockholders of the Company or the
Board of Directors. The Board of Directors currently has 12 members. The Board
of Directors is divided into three classes, as nearly equal in number as
possible, with staggered three-year terms. The Board of Directors is permitted
to appoint individuals as directors to fill vacancies on the Board of Directors.

    Four of the directors' terms expire in 2002. The Board of Directors
proposes to fill three of these positions at the Annual Meeting of Stockholders
with nominees to serve until the 2005 Annual Meeting of Stockholders and until
their successors are duly elected and qualified. John M. Belk, who has served
as a director since 1972, will not be seeking re-election as a director. The
Board of Directors has no immediate intention of filling this vacancy.

    It is the intention of the persons named as proxies in the accompanying
form of proxy to vote all proxies solicited for the three nominees listed
below, unless the authority to vote is withheld. Each nominee is currently a
member of the Board of Directors. If for any reason any nominee shall not
become a candidate for election as a director at the meeting, an event not now
anticipated, the proxies will be voted for the three nominees including such
substitutes as shall be designated by the Board of Directors. The proxies
solicited hereby will in no event be voted for more than three persons.

                  NOMINEES FOR ELECTION OF DIRECTORS IN 2002
                           (Terms Expiring in 2005)

    SHARON A. DECKER, age 45, is President of Doncaster, a division of the
Tanner Companies, a ladies apparel company, a position she has held since 1999.
Ms. Decker was President and Chief Executive Officer of the Lynnwood
Foundation, which created and manages a conference facility and leadership
institute, from 1997 until 1999. From 1980 until 1997, she served Duke Energy
Corporation in a number of capacities, including as Corporate Vice President
and Executive Director of the Duke Power Foundation. She also serves as a
director of Family Dollar Stores, Inc. Ms. Decker has been a director of the
Company since May 2001, when she was appointed by the Board of Directors to
fill a newly created seat on the Board of Directors. Ms. Decker is a member of
the Audit Committee and the Retirement Benefits Committee.

                                      4

<PAGE>

    REID M. HENSON, age 62, has served as a consultant to the Company since May
2000. Mr. Henson served as a Vice Chairman of the Board of Directors of the
Company from 1983 to May 2000. Prior to that time, Mr. Henson served as a
consultant to JTL Corporation, a management company, and later as President of
JTL Corporation. He has been a director of the Company since 1979 and is Vice
Chairman of the Retirement Benefits Committee and is a member of the Executive
Committee, the Audit Committee and the Finance Committee.

    CARL WARE, age 58, is Executive Vice President, Public Affairs and
Administration for The Coca-Cola Company, a position he has held since January
2000. Before that time, he served as President of the Africa Group of The
Coca-Cola Company from January 1993 to January 2000. Mr. Ware has been a
director of the Company since February 2000, when he was appointed by the Board
of Directors to fill the position vacated upon the resignation of Charles L.
Wallace. Mr. Ware is a director of The Georgia Power Company, ChevronTexaco
Corp. and National Life of Vermont Financial Corporation. Mr. Ware is a member
of the Finance Committee and the Compensation Committee.

                             CONTINUING DIRECTORS
                           (Terms Expiring in 2003)

    H. W. MCKAY BELK, age 45, is President, Merchandising and Marketing of
Belk, Inc., an operator of retail department stores, a position he has held
since May 1998. Mr. Belk served as President and Chief Merchandise Officer of
Belk Store Services, Inc., a provider of services to retail department stores,
from March 1997 to April 1998. Mr. Belk served as President, Merchandise and
Sales Promotion of Belk Stores Services, Inc. from April 1995 through March
1997. He has been a director of the Company since May 1994 and is Chairman of
the Audit Committee and a member of the Finance Committee and Compensation
Committee.

    WILLIAM B. ELMORE, age 46, is President and Chief Operating Officer of the
Company, positions he has held since January 2001. Prior to that time, he was
Vice President, Value Chain from July 1999 to December 2000, Vice President,
Business Systems from August 1998 to June 1999, Vice President, Treasurer from
June 1996 to July 1998 and Vice President, Regional Manager for the Virginia
Division, West Virginia Division and Tennessee Division from August 1991 to May
1996. Mr. Elmore has been a director of the Company since January 2001, when he
was appointed by the Executive Committee and the Board of Directors to fill a
newly created seat on the Board of Directors. He is a member of the Executive
Committee and the Retirement Benefits Committee.

                                      5

<PAGE>

    JOHN W. MURREY, III, age 59, is of counsel to the law firm of Witt, Gaither
& Whitaker, P.C., in Chattanooga, Tennessee, with which he has been associated
since 1970. Mr. Murrey is a director of The Dixie Group, Inc. He has been a
director of the Company since March 1993 and is a member of the Retirement
Benefits Committee.

    DENNIS A. WICKER, age 49, is a partner in the Raleigh, North Carolina
office of the law firm of Helms Mulliss & Wicker, PLLC, a position he has held
since 2001. He served as Lt. Governor of North Carolina from 1993 to 2001. Mr.
Wicker served as Chairman of North Carolina Community Colleges and as Chairman
of North Carolina's Technology Council. Mr. Wicker also serves as a director of
First Bancorp. Mr. Wicker has been a director of the Company since May 2001,
when he was appointed by the Board of Directors to fill the position vacated
upon the resignation of H. Reid Jones. Mr. Wicker is a member of the Audit
Committee and the Compensation Committee.

                             CONTINUING DIRECTORS
                           (Terms Expiring in 2004)

    J. FRANK HARRISON, III, age 47, is Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Harrison, III served as Vice
Chairman of the Board of Directors from November 1987 through his election as
Chairman in December 1996 and was appointed as the Company's Chief Executive
Officer in May 1994. He was first employed by the Company in 1977 and has
served as a Division Sales Manager and as a Vice President. Mr. Harrison, III
is a director of Wachovia Bank & Trust Co., N.A., Southern Region Board. He is
Chairman of the Finance Committee and Vice Chairman of the Executive Committee.

    J. FRANK HARRISON, JR., age 71, is Chairman Emeritus of the Board of
Directors of the Company. Mr. Harrison, Jr. served the Company as Chairman of
the Board of Directors from 1977 through December 1996 and served as Chief
Executive Officer of the Company from August 1980 until April 1983. He had
previously served the Company as Vice Chairman of the Board of Directors. He
has been a director of the Company since 1973. Mr. Harrison, Jr. is Chairman of
the Executive Committee and a member of the Finance Committee.

    NED R. McWHERTER, age 71, is Chairman of the Board of Directors of
Volunteer Distributing Company, Inc., a beverage distributor, and Eagle
Distributors, Inc., a snack food distributor. Mr. McWherter served as Governor
of the State of Tennessee from January 1987 to January 1995. Mr. McWherter is a
director of Piedmont Natural Gas Co. He has been a director of the Company
since 1995 and is Chairman of the Compensation Committee and a member of the
Finance Committee.

    JAMES L. MOORE, JR., age 59, has been Vice Chairman of the Board of
Directors since January 2001. Previously, he was President of the Company from
March 1987 to December 2000.

                                      6

<PAGE>

Mr. Moore has been a director of the Company since 1987. He is Chairman of the
Retirement Benefits Committee and is a member of the Executive Committee.

    J. Frank Harrison, III is J. Frank Harrison, Jr.'s son and H. W. McKay Belk
is John M. Belk's nephew.

Beneficial Ownership of Management

    The following table presents certain information on March 22, 2002
regarding the beneficial ownership of the Common Stock and Class B Common Stock
of the Company by its directors, by the Named Executive Officers in the Summary
Compensation Table and by all directors and executive officers as a group.
Information concerning beneficial ownership of the Common Stock and Class B
Common Stock by Messrs. Harrison, Jr., Harrison, III and Henson is presented
above under the caption "Principal Stockholders" and is not included in the
following table.

<TABLE>
<CAPTION>
                                                                      Amount
                                                                       and
                                                                    Nature of
                                                                    Beneficial  Percentage
     Name                                                Class(1)   Ownership    of Class
     ----                                                --------   ---------    --------
<S>                                                    <C>          <C>         <C>
H.W. McKay Belk                                        Common Stock      520(2)     *
John M. Belk                                           Common Stock   10,475(3)     *
Sharon A. Decker                                       Common Stock        0        --
William B. Elmore                                      Common Stock        0        --
Ned R. McWherter                                       Common Stock    1,000        *
James L. Moore, Jr.                                    Common Stock    1,000        *
John W. Murrey, III                                    Common Stock    1,000        *
Robert D. Pettus, Jr.                                  Common Stock        0        --
David V. Singer                                        Common Stock    2,000(4)     *
Carl Ware                                              Common Stock        0        --
Dennis A. Wicker                                       Common Stock        0        --
Directors and executive officers as a group (excluding
  Messrs. Harrison, Jr., Harrison, III and Henson)
  (20 persons)                                         Common Stock   16,003        *
</TABLE>
------
*  Less than 1% of the outstanding shares of such class.

(1) None of such persons beneficially owns any shares of Class B Common Stock.

(2) Includes 300 shares held by Mr. Belk as custodian for certain of his
    children.

(3) Consists of (a) 8,975 shares held by a trust of which Mr. Belk serves as
    trustee and with respect to which he has sole voting and investment power
    and (b) 1,500 shares held by a trust for the benefit of Mr. Belk's daughter
    as to which his wife serves as trustee with sole voting and investment
    power.

(4) Held jointly with his wife.

                                      7

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and certain persons who beneficially own more
than 10% of the Company's Common Stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
the Common Stock and other equity securities of the Company. Executive
officers, directors and such greater than 10% stockholders are required to
furnish the Company with copies of all such reports they file. Based solely on
its review of the copies of such reports received by it and written
representations that no other reports were required for such persons, the
Company believes that, during fiscal year 2001, all filing requirements
applicable to its executive officers, directors and such greater than 10%
stockholders were complied with on a timely basis.

The Board of Directors and its Committees

    Directors who are not employees of the Company are paid $20,000 as an
annual retainer, $1,100 for each Board meeting attended and $880 for each
Committee meeting attended. The Board of Directors held four meetings during
2001. No director attended fewer than 75% of the total number of meetings of
the Board of Directors and the Committees of the Board of Directors on which he
or she served during 2001.

    Under the Company's Director Deferral Plan, directors of the Company who
are not also employees of the Company may defer payment of their annual
retainer and meeting fees until they no longer serve on the Board of Directors.
Fees deferred are deemed to be invested in certain investment vehicles selected
by the directors. Upon resignation or retirement, a participating director will
be entitled to receive a cash payment based upon the amount of fees deferred
and the investment return on the selected investment vehicle. If a director's
service terminates prior to age 65, amounts accrued under his or her account
are paid out in a single cash payment. If a director's service terminates at or
after age 65, amounts accrued under his or her account are paid out, at the
election of the director, either in a single cash payment or in ten equal
annual installments (with an imputed 8% return on the deferred installments).

    The Board of Directors has an Audit Committee whose current members are
Messrs. H. W. McKay Belk (Chairman), John M. Belk, Henson and Wicker and Ms.
Decker. The Audit Committee evaluates audit performance, handles relations with
the Company's independent accountants and evaluates policies and procedures
relating to internal accounting functions and controls. The Audit Committee
recommends to the Board of Directors the appointment of the independent
accountants for the Company. The Board of Directors adopted a written charter
for the Audit Committee on May 10, 2000, a copy of which is attached to the
Company's proxy statement prepared in connection with its 2001 Annual Meeting
of Stockholders. The Audit Committee met four times in 2001. All members of the
Audit Committee are independent, as defined by NASD Rule 4200(a)(14), except
for Mr. Henson. Mr. Henson is not independent because he was an executive
officer of the Company until May 31, 2000 and because he received compensation

                                      8

<PAGE>

from the Company, other than compensation for board service, in excess of
$60,000 during the last fiscal year. Until December 13, 2000, Mr. Henson served
as chairman of the Audit Committee. On December 13, 2000, in response to new
NASD rules concerning the composition of audit committees, the Board of
Directors changed the composition of the Company's Audit Committee. However,
the Board of Directors decided to retain Mr. Henson on the Audit Committee to
serve the best interests of the Company and its stockholders. The Board of
Directors believes his knowledge of the Company and the industry, together with
his long tenure as Chairman of the Audit Committee and his familiarity with the
Company's internal auditors and independent accountants and their procedures,
will enable the Committee to better perform its function of evaluating the
integrity of the Company's financial statements and reviewing the Company's
external and internal audit processes.

    The Board of Directors has a Compensation Committee whose current members
are Messrs. McWherter (Chairman), H. W. McKay Belk, Ware and Wicker. The
Compensation Committee administers the Company's compensation plans, reviews
and establishes the compensation of the Company's officers and makes
recommendations to the Board of Directors concerning such compensation and
related matters. The Compensation Committee met three times in 2001.

    The Board of Directors does not have a standing Nominating Committee.

                                      9

<PAGE>

                            EXECUTIVE COMPENSATION

    The table below shows certain compensation information for the three fiscal
years ended December 30, 2001 concerning the Company's Chief Executive Officer
and its four other most highly compensated executive officers (collectively,
the "Named Executive Officers").

                          Summary Compensation Table

<TABLE>
<CAPTION>
                                            Annual Compensation
                                     ---------------------------------
          Name and                                      Other Annual        Long-Term          All Other
     Principal Position         Year  Salary   Bonus   Compensation(1) Compensation Payouts Compensation(2)
     ------------------         ----  ------   -----   --------------- -------------------- ---------------
<S>                             <C>  <C>      <C>      <C>             <C>                  <C>
J. Frank Harrison, III          2001 $634,927 $680,803    $196,988          $1,427,350(3)      $261,370
    Chairman of the Board of    2000  607,101  658,705     206,063           1,424,676(3)       257,940
    Directors and Chief         1999  604,692  470,935     188,233                  --          258,670
    Executive Officer

William B. Elmore               2001  406,667  336,420          (4)                 --           40,607
    President and               2000  243,333  127,488          (4)                 --           26,175
    Chief Operating Officer     1999  209,210   81,475          (4)                 --           24,192

James L. Moore, Jr.             2001  572,797  611,747          (4)                 --          117,291
    Vice Chairman of the        2000  571,407  621,488      55,138                  --          114,031
    Board of Directors          1999  553,491  430,999          (4)                 --          114,075

Robert D. Pettus, Jr            2001  298,409  201,853          (4)                 --           78,220
    Executive Vice President    2000  279,575  152,388          (4)                 --           55,170
    and Assistant to the        1999  263,750  103,088          (4)                 --           52,778
    Chairman

David V. Singer                 2001  375,800  243,504          (4)                 --           80,844
   Executive Vice President     2000  328,800  178,808          (4)                 --           57,770
   and Chief Financial          1999  317,637  124,200          (4)                 --           54,948
   Officer
</TABLE>
------

  (1) With respect to Mr. Harrison, III, includes $148,326, $142,453 and
      $153,265 attributable to the use of corporate transportation for fiscal
      2001, 2000 and 1999, respectively. With respect to Mr. Moore, includes
      $44,061 in country club dues and an associated income tax gross-up for
      fiscal 2000.

  (2) The components of the amounts shown in this column consist of (a) Company
      contributions to the Company Savings Plan for Messrs. Harrison, Elmore,
      Moore, Pettus and Singer of $5,250 each for fiscal year 2001, $5,250 each
      for fiscal year 2000 and $5,000 each for fiscal year 1999, (b) Company
      contributions to the Supplemental Savings Incentive Plan for Messrs.
      Harrison, Elmore, Moore, Pettus and Singer, respectively, of $25,131,
      $18,760, $27,288, $31,189 and $17,684 for fiscal year 2001, $21,755,
      $13,236, $24,028, $24,742 and $14,477 for fiscal year 2000 and $20,711,
      $11,596, $23,431, $22,876 and $13,472 for fiscal year 1999, (c)
      split-dollar life insurance premiums paid by

                                      10

<PAGE>

      the Company for the benefit of Messrs. Harrison, Elmore, Moore, Pettus
      and Singer, respectively, of $229,931, $15,931, $82,054, $40,486 and
      $39,616 for fiscal year 2001, $229,931, $7,337, $82,054, $23,986 and
      $18,839 for fiscal year 2000 and $231,486, $7,337, $82,054, $23,986 and
      $18,839 for fiscal year 1999, and (d) excess group life insurance
      premiums paid by the Company for the benefit of Messrs. Harrison, Elmore,
      Moore, Pettus and Singer, respectively, of $1,058, $666, $2,699, $1,295
      and $594 for fiscal year 2001, $1,004, $352, $2,699, $1,192 and $504 for
      fiscal year 2000 and $1,473, $259, $3,590, $916 and $437 for fiscal year
      1999. With respect to Mr. Singer, the amounts shown in this column also
      include $17,700, $18,700 and $17,200 for fiscal years 2001, 2000 and
      1999, respectively, of director compensation received from South Atlantic
      Canners, a co-operative in which the Company is a member.

  (3) During 1999, Mr. Harrison, III received a restricted stock award of
      200,000 shares of the Company's Class B Common Stock that vests in equal
      installments over a ten-year period subject to the achievement of certain
      performance goals by the Company. Because performance goals were exceeded
      for fiscal 2001 and fiscal 2000, 20,000 shares vested with respect to
      each of those years. See "Report of the Compensation Committee on Annual
      Compensation of Executive Officers." The amount with respect to 2000 is
      based on the value of the Company's Common Stock on December 29, 2000 and
      includes an income tax gross-up of $667,176. The amount with respect to
      2001 is based on the value of the Company's Common Stock on December 28,
      2001 and includes an income tax gross-up of $659,150.

  (4) Such Named Executive Officer did not receive personal benefits during the
      listed years in excess of the lesser of $50,000 and 10% of his annual
      salary and bonus.

Aggregated Fiscal Year-End Option Information

    The table below sets forth certain information related to the fiscal year
end number and value of stock options held by Mr. Harrison, III, the only Named
Executive Officer holding any stock options. Mr. Harrison, III did not exercise
any stock options during 2001.

<TABLE>
<CAPTION>
                              Number of Shares              Value of
                                 Underlying                Unexercised
                             Unexercised Options      In-the-Money Options
                            at Fiscal Year End(#)     at Fiscal Year End($)
                            ---------------------     ---------------------
        Name              Exercisable Unexercisable Exercisable Unexercisable
        ----              ----------- ------------- ----------- -------------
   <S>                    <C>         <C>           <C>         <C>
   J. Frank Harrison, III   150,000        --       $1,299,000       --
</TABLE>

Retirement Plan

    The Company has in effect a retirement plan for the majority of its
non-union employees including the Named Executive Officers (the "Retirement
Plan") providing for payments computed on an actuarial basis. The following
table sets forth the estimated annual benefits payable upon retirement at age
65 to persons born in 1950 at the compensation and years of service
classifications set forth below.

                                      11

<PAGE>

                     ANNUAL BENEFIT UNDER RETIREMENT PLAN

<TABLE>
<CAPTION>
                                           Years of Service
                             --------------------------------------------
           Five-Year
      Average Compensation   15 Years 20 Years 25 Years 30 Years 35 Years
      --------------------   -------- -------- -------- -------- --------
      <S>                    <C>      <C>      <C>      <C>      <C>
            $125,000         $23,974  $31,965  $39,956  $47,947  $47,947
            150,000           29,974   39,965   49,956   59,947   59,947
            170,000(1)        34,774   46,365   57,956   69,547   69,547
</TABLE>
------
  (1) Prior to 1989, the formula for determining benefits under the Retirement
      Plan did not limit the amount of compensation that could be considered.
      Benefits that accrue after December 31, 1988, however, are limited as to
      the amount of compensation that may be considered. The maximum amount of
      compensation that could be considered was initially set at $200,000 in
      1989 and was reduced to $150,000 in 1994, in each case, however, subject
      to cost of living adjustments. The maximum amount of compensation that
      could be considered in determining benefits under the Retirement Plan for
      employees (including Named Executive Officers) was $170,000 through the
      end of 2001. Because the annual benefit amount is the same for all
      compensation levels greater than $170,000, information for compensation
      levels above $170,000 is not presented.

    The benefits listed in the table are based on straight life annuity amounts
and are not subject to any deduction for social security or other offset
amounts, except to the extent that the benefits formula includes average
compensation in excess of covered compensation (i.e., the average of the social
security taxable wage base during the 35-year period ending in the year that
the participant reaches full social security retirement age). At any point,
this taxable wage base is assumed to continue without increasing for all years
after the year in which it is calculated. As of December 30, 2001, the Named
Executive Officers have the following years of service for purposes of the
Retirement Plan: Mr. Harrison III, 25 years; Mr. Elmore, 17 years; Mr. Moore,
15 years; Mr. Pettus, 17 years; and Mr. Singer, 16 years. Pursuant to these
assumptions, covered compensation for 2001 for the Named Executive Officers
was: Mr. Harrison, III, $70,620; Mr. Elmore, $72,756; Mr. Moore, $51,648; Mr.
Pettus, $57,312; and Mr. Singer $72,756.

Officer Retention Plan

    Under the Company's Officer Retention Plan (the "Retention Plan"), eligible
participants (including Named Executive Officers) normally receive a 20-year
annuity payable in equal monthly installments commencing at retirement or, in
certain instances, upon termination of employment or after a Change in Control
(as defined below). The retirement benefits under the Retention Plan increase
with each year of participation as set forth in an agreement between the
participant and the Company. Benefits under the Retention Plan are reduced by
50% for participants who terminate employment due to severance that is before
age 60 and not due to death or disability. The Retention Plan also contains a
lump sum death benefit. If a participant dies before annuity payments have
begun, this death benefit equals the retirement benefit accrued as of the

                                      12

<PAGE>

date of death, reduced by 50% if before death the participant's employment had
terminated by severance rather than retirement. If a participant dies after
annuity payments have begun, the present value of the remaining monthly
installments (assuming an 8% per annum discount rate) is paid to the
participant's beneficiary in a lump sum.

    Upon a Change in Control (as defined below), any participant actively
employed on the Change in Control date is eligible for a Change in Control
benefit in lieu of any other benefits to which he may have been entitled under
the Retention Plan. The Change in Control benefit is equal to the retirement
benefit the participant would have received had he continued to work through
normal retirement age (age 60).

    For purposes of the Retention Plan and Supplemental Savings Plan (as
described below), a Change in Control generally occurs in the following
circumstances:

  (a) when a person or group acquires shares of the Company's capital stock
      having the voting power to designate a majority of the Company's Board of
      Directors;

  (b) when a person or group acquires or possesses shares of the Company's
      capital stock having power to cast (i) more than 20% of the votes
      regarding the election of the Board of Directors and (ii) a greater
      percentage of the votes regarding the election of the Board of Directors
      than the shares owned by the Harrison family;

  (c) upon the sale or disposition of all or substantially all of the assets of
      the Company and its subsidiaries outside the ordinary course of business
      other than to a person or group controlled by the Company or the Harrison
      family; or

  (d) upon the merger or consolidation of the Company with another entity where
      the Company is not the surviving entity.

    The estimated annual benefits payable upon retirement at age 60 for each of
the Named Executive Officers are currently: Mr. Harrison, III, $1,416,638; Mr.
Elmore, $491,479; Mr. Moore, $399,604; Mr. Pettus, $410,013; and Mr. Singer,
$732,231.

Supplemental Savings Incentive Plan

    Pursuant to the Company's Supplemental Savings Incentive Plan
("Supplemental Savings Plan"), eligible participants may elect to defer a
portion of their annual salary and bonus. The Company matches 30% of the first
6% of salary (excluding bonuses) deferred by the participant. The Company also
may make discretionary contributions to participants' accounts. These
discretionary contributions are intended to offset the reductions in maximum
benefits payable under the Retirement Plan or other qualified plans sponsored
by the Company. Participants are immediately vested in all contributions they
make and become fully vested in Company contributions upon termination of
employment due to death, disability or retirement at or after age 55, five
years of service (vesting in 20% annual increments) or (for certain
participants) a Change

                                      13

<PAGE>

in Control (as defined above). Participant deferrals and contributions are
deemed invested in either a fixed benefit option or certain investment funds
specified by the Company. Balances in the fixed benefit option accrue up to a
13% return (depending upon the participant's age, years of service and other
factors).

    During 2001, Company contributions for the Named Executive Officers under
the Supplemental Savings Plan were: Mr. Harrison, III, $25,131; Mr. Elmore,
$18,760; Mr. Moore, $27,288; Mr. Pettus, $31,189; and Mr. Singer, $17,684. No
Named Executive Officer received a distribution under the Supplemental Savings
Plan in 2001.

Employment Arrangements

    In connection with the termination of his prior Employment Agreement, the
Company and James L. Moore, Jr. agreed that (a) he would serve as Vice Chairman
of the Board of Directors through December 31, 2002, (b) his base salary would
continue through December 31, 2002 at the annual rate set forth in the Summary
Compensation Table, (c) he would continue to participate in the Company's
Annual Bonus Plan for 2001 and 2002 and (d) his salary and bonus will terminate
December 31, 2002.

    The Company has entered into an agreement with J. Frank Harrison, Jr., who
previously served as the Company's Chairman of the Board of Directors, pursuant
to which Mr. Harrison, Jr. agreed to continue to serve as a director of the
Company and as chairman of the Board's Executive Committee. Mr. Harrison, Jr.
has agreed to (a) assist the Company with major strategic decisions and special
projects, (b) provide the Company with general oversight and guidance and (c)
assist the Company in maintaining good relations with The Coca-Cola Company.
Mr. Harrison, Jr. receives a fee of $200,000 per year for his consulting
services and a retirement benefit of $500,000 per year under this agreement.
Mr. Harrison, Jr. is provided with insurance and other fringe benefits
comparable with the Company's past practices. The agreement contains
confidentiality and non-competition provisions and provides that, in the event
of a Change in Control of the Company, Mr. Harrison, Jr. will continue to
receive the retirement benefit for the remainder of his lifetime. The agreement
is for a one-year term and is renewable for additional one-year terms.

    The Company has entered into a consulting agreement with Reid M. Henson,
who previously served as a Vice Chairman of the Company's Board of Directors,
pursuant to which Mr. Henson agreed to continue to serve as a director of the
Company through the expiration of his current term in 2002. Mr. Henson has
agreed to stand for re-election as a director for a term expiring in 2005. See
"Election of Directors." Mr. Henson has also agreed to assist the Company with
major projects and provide the Company with general oversight and guidance. Mr.
Henson receives a fee of $350,000 per year for his consulting services under
this agreement. The agreement does not modify the retiree benefits to which Mr.
Henson is otherwise entitled. The agreement extends through May 31, 2005, but
is subject to termination by Mr. Henson or upon Mr. Henson's death, disability
or failure to perform his duties under the agreement.

                                      14

<PAGE>

          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    H.W. McKay Belk, Ned R. McWherter, Carl Ware and Dennis A. Wicker serve on
the Compensation Committee. None of such persons has ever been an officer or
employee of the Company or any of its subsidiaries. During 2001, no executive
officer of the Company served as a director or member of the compensation
committee (or other committee performing similar functions) of any other entity
of which an executive officer served on the Board of Directors or Compensation
Committee of the Company.

                     REPORT OF THE COMPENSATION COMMITTEE
                 ON ANNUAL COMPENSATION OF EXECUTIVE OFFICERS

    The Board's Compensation Committee, currently composed of Messrs. H.W.
McKay Belk, Ned R. McWherter, Carl Ware and Dennis A. Wicker, administers the
Company's compensation plans, reviews executive compensation and makes
recommendations to the Board concerning such compensation and related matters.
This report relates to the Company's compensation policy for its executive
officers, including the Named Executive Officers, for fiscal 2001.

    The Company's executive compensation policy is designed to establish an
appropriate relationship between executive pay and the creation of long-term
shareholder value, while motivating and retaining key employees. To achieve
these goals, the Company's executive compensation policy supplements annual
base compensation with an opportunity to earn bonuses based upon corporate
performance as well as factors related to each individual's performance.
Accordingly, a significant portion of any executive's compensation may consist
of performance-based bonuses. Measurement of corporate performance is primarily
based on Company objectives, which are set based on industry conditions and
industry-wide and Company performance levels and approved by the Board of
Directors. The performance of individual executives is evaluated on the basis
of both predetermined performance goals for the Company and factors related to
the contributions of each individual.

    Base salaries, including the base salary of J. Frank Harrison, III, the
Company's Chairman and Chief Executive Officer, were adjusted from the prior
year. The Committee periodically reviews base salary levels for its executives
in comparison with those of other companies in the soft drink bottling
industry, as well as other industries. For fiscal 2001, the Committee primarily
relied upon a study published by Watson Wyatt Data Services that surveyed 1,405
public corporations, including many "Fortune 500" companies but excluding
financial services companies and non-profits. The survey provided compensation
information by separate categories of employers. Employer categorization
factors included those defined by industry, size and geographic location. The
Company strives to maintain executive base salaries at a level that will permit
it to compete with other major companies for managers with comparable
qualifications and abilities. Based on information contained in the Watson
Wyatt survey, the Compensation Committee believes that the overall compensation
of the Company's executive officers generally

                                      15

<PAGE>

places them above the median compensation of similarly situated executives in
all industries covered by the survey. The Committee believes that Mr. Harrison,
III's overall compensation also places him above the median compensation of
similarly situated executives.

    Other factors considered by the Committee in its periodic review of
executive salary levels include (i) the Company's total operating budget for
each fiscal year, (ii) the impact of annual changes in the consumer price index
and (iii) a comparison of the Company's executive compensation programs to
available information concerning those of other public companies in the soft
drink bottling industry. Due to wide disparities in levels of executive
compensation revealed in the published information regarding the companies
included in the Company's peer group index, the Compensation Committee did not
believe that such information provided a meaningful basis for evaluating the
overall compensation of the Company's executive officers for fiscal 2001, and
therefore relied principally upon the information contained in the Watson Wyatt
survey for purposes of such evaluation.

    The Company's Annual Bonus Plan is administered by the Compensation
Committee, which annually selects participants who hold key positions with the
Company or its subsidiaries. The total cash bonus awardable to a participant is
determined by multiplying such participant's base salary by three factors: (i)
the participant's approved bonus percentage factor; (ii) the participant's
indexed performance factor; and (iii) the Company's overall goal achievement
factor. The participant's approved bonus percentage factor is based on the
relative responsibility and contribution to the Company's performance
attributed to the participant's position with the Company, while the
participant's indexed performance factor is determined by such individual's
actual performance during the fiscal year (except that, for purposes of Section
162(m) of the Internal Revenue Code, the indexed performance factor for the
Named Executive Officers is set at the beginning of the fiscal year). The
overall goal achievement factor is determined by the Company's performance in
relation to pre-set Company performance goals, as discussed below.

    Annual goals for selected Company performance indicators under the Annual
Bonus Plan are set either in the fourth quarter preceding a fiscal year or the
first quarter of a fiscal year. These goals are reviewed by the Compensation
Committee and approved by the Board of Directors. The selected performance
indicators for fiscal 2001 under the Annual Bonus Plan were operating cash
flow, free cash flow, net income, equivalent case volume, market share and a
value measure. The Compensation Committee assigns different weights to each of
the performance indicators based on the perceived need to focus more or less on
any particular objective in a given year. The corporate performance indicators
and related weights are established after evaluating industry conditions,
available information on the performance of other companies in the soft drink
bottling industry, the Company's prior year performance and the Company's
specific needs for the current year. For fiscal 2001, the following weights
were assigned to the performance indicators: operating cash flow - 30%; free
cash flow - 40%; net income - 10%; equivalent case volume - 5%; market share -
5%; and value measure - 10%. The performance indicators, as weighted, make up
the Company's overall goal achievement factor, which is calculated on the

                                      16

<PAGE>

basis of a graduated scale ranging from a goal achievement of between 89% and
110% of each particular performance indicator. Although the Company believes
that it achieved growth in market share in fiscal 2001, the traditional methods
by which market share was measured became unavailable during fiscal 2001. As a
result, the Compensation Committee eliminated this performance indicator and
proportionately increased the weight assigned to each of the five other
performance indicators. In fiscal 2001, actual performance exceeded the 100%
target for three of the performance indicators (free cash flow, net income and
equivalent case volume) and actual performance exceeded the 89% payout
threshold but was below the 100% target for the two remaining performance
indicators (operating cash flow and value measure). As a result of the
Company's performance with respect to the performance indicators, the terms of
the Annual Bonus Plan provided for a bonus award to executive officers,
including Mr. Harrison, III, in an amount equal to 106.8% of 2001 base salary
multiplied by each officer's approved bonus percentage factor and by each
officer's indexed performance factor.

    Although the Company's Annual Bonus Plan enables the Compensation Committee
to calculate bonuses derived from the factors described above, the Compensation
Committee has absolute discretion to decrease or eliminate awards under the
Company's Annual Bonus Plan. The Compensation Committee did not elect to so
decrease or eliminate bonus awards with respect to fiscal 2001. The amount of
annual bonus awards under the Annual Bonus Plan for each of the Named Executive
Officers for the fiscal years 1999, 2000 and 2001 is included in the Summary
Compensation Table under the heading "Bonuses."

    In addition, because of a change in strategic focus resulting from
unforeseen changes in market conditions in the first half of fiscal year 2001,
the Company adopted a supplemental achievement award plan for fiscal 2001 in
order to align the interests of its executive officers with this shift in
strategic focus. However, no amounts were paid pursuant to this plan for fiscal
year 2001 due to the Company's strong financial performance during the second
half of 2001 and the resulting achievement of at least 100% of the target
payouts under the Annual Bonus Plan.

    During 1999, Mr. Harrison, III received a restricted stock award of 200,000
shares of the Company's Class B Common Stock that vests in equal installments
over a ten-year period subject to the achievement of at least 80% of the
overall goal achievement factor for the selected performance indicators used in
determining bonuses under the Company's Annual Bonus Plan. The award also
includes cash payments by the Company to Mr. Harrison, III for the
reimbursement of income taxes related to the vesting of restricted stock. This
restricted stock award is intended to qualify as "performance-based
compensation" under Section 162(m) of the Internal Revenue Code. The primary
purpose of the award is to make a significant portion of Mr. Harrison, III's
compensation dependent on the Company achieving its performance goals. The
award was approved by the Company's stockholders at the annual meeting held on
May 12, 1999. Pursuant to the terms of the award, 20,000 shares vested,
effective January 1, 2002, based on the determination of the Compensation
Committee that at least 80% of the overall goal achievement factor had been
obtained for fiscal year 2001.

                                      17

<PAGE>

    The Company's total annual compensation package for its executives also
includes the opportunity: (i) to participate, on the same basis as other
non-union employees, in the Coca-Cola Bottling Co. Consolidated Savings Plan;
(ii) to participate in the Officers' Split-Dollar Life Insurance Plan; (iii) to
participate in the Company's Retirement Plan; (iv) to elect to defer a portion
of base compensation and receive limited matching contributions from the
Company under the Supplemental Savings Incentive Plan; and (v) for certain key
executives selected by the Compensation Committee, to receive additional
retirement and survivor benefits pursuant to the Officer Retention Plan. This
overall package is designed to attract and retain qualified executives and to
ensure that such executives have a continuing stake in the long-term success of
the Company.

    The Company believes that all compensation paid or payable to its executive
officers covered under Section 162(m) of the Internal Revenue Code will qualify
for deductibility under such Section. The Company's compensation policies apply
equally to all of its executive officers, including the Chief Executive Officer.

    Submitted by the Compensation Committee of the Board of Directors.

                                        H. W. MCKAY BELK
                                        NED R. MCWHERTER
                                        CARL WARE
                                        DENNIS A. WICKER

                                      18

<PAGE>

                         REPORT OF THE AUDIT COMMITTEE

    The Board's Audit Committee, currently composed of Messrs. H.W. McKay Belk,
John M. Belk, Reid M. Henson, Dennis A. Wicker and Ms. Sharon A. Decker,
evaluates audit performance, handles relations with PricewaterhouseCoopers LLP,
the Company's independent accountants, evaluates policies and procedures
relating to internal accounting functions and controls and monitors the
Company's compliance with the Audit Committee Charter. This report relates to
the actions taken by the Audit Committee in fulfilling such role.

    The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Company's management has the primary
responsibility for the financial statements and reporting process, including
the Company's systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed and discussed with management
the audited financial statements included in the Annual Report on Form 10-K for
the fiscal year ended December 30, 2001. This review included a discussion of
the quality and the acceptability of the Company's financial reporting and
controls.

    During the past fiscal year, the Audit Committee has discussed with the
Company's independent accountants the matters required to be discussed by
Statement on Auditing Standards No. 61. The Audit Committee also received
during the past fiscal year the written disclosures and the letter from its
independent accountants required by Independence Standards Board Standard No.
1, and has discussed with the independent accountants their independence.

    The Audit Committee further discussed with the Company's internal auditors
and independent accountants the overall scope and plans for their respective
audits. The Audit Committee meets periodically with the internal auditors and
independent accountants to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.

    In reliance on the reviews, discussions and disclosures referred to above,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K
for the fiscal year ended December 30, 2001.

    Submitted by the Audit Committee of the Board of Directors.

                                        H. W. MCKAY BELK
                                        JOHN M. BELK
                                        SHARON A. DECKER
                                        REID M. HENSON
                                        DENNIS A. WICKER

                                      19

<PAGE>

                        COMMON STOCK PERFORMANCE GRAPH

    Presented below is a line graph comparing the yearly percentage change in
the cumulative, total return on the Company's Common Stock against the
cumulative total return of the Standard & Poor's 500 Index and a peer group for
the period commencing December 31, 1996 and ending December 30, 2001, covering
the Company's last five fiscal years. This peer group is comprised of
Anheuser-Busch Companies, Inc.; Cadbury Schweppes plc (through September 2000);
Coca-Cola Enterprises Inc.; The Coca-Cola Company; Cott Corporation; National
Beverage Corp.; PepsiCo, Inc.; The Quaker Oats Company; Triarc Companies, Inc.;
PepsiAmericas (formerly known as Whitman Corporation); and The Seagram Company
Ltd. (through September 2000).




                                     [CHART]

                   CUMULATIVE TOTAL RETURN \1\
      Based upon an initial investment of $100 on December 31, 1996
                    with dividends reinvested

              Coca-Cola Bottling      S&P 500     Peer Group
              Co. Consolidated
      12-96   $100                    $100        $100
      12-97   $144                    $133        $128
      12-98   $122                    $171        $141
      12-99   $103                    $208        $127
      12-00   $ 84                    $189        $153
      12-01   $ 86                    $166        $136
------
(1) Assumes that $100 was invested in the Company's Common Stock, in the
    Standard & Poor's 500 Index and in the peer group on December 31, 1996 and
    that all dividends were reinvested on a quarterly basis. Returns for the
    companies included in the peer group have been weighted on the basis of the
    total market capitalization for each company.

                                      20

<PAGE>

                             CERTAIN TRANSACTIONS

Transactions with The Coca-Cola Company

    Concentrates and Syrups; Marketing Programs.  The Company's business
consists primarily of the production, marketing and distribution of soft drink
products of The Coca-Cola Company, which is the sole owner of the secret
formulas under which the primary components (either concentrates or syrups) of
its soft drink products are manufactured. Accordingly, the Company purchases a
substantial majority of its requirements of concentrates and syrups from The
Coca-Cola Company in the ordinary course of its business. The prices of these
concentrates and syrups are generally set by The Coca-Cola Company from time to
time in its discretion. During fiscal year 2001, the Company paid The Coca-Cola
Company approximately $241 million for sweetener, syrup, concentrate and other
miscellaneous purchases. Additionally, the Company engages in a variety of
marketing programs, local media advertising and similar arrangements to promote
the sale of products of The Coca-Cola Company in bottling territories operated
by the Company. During fiscal year 2001, direct marketing funding and other
support provided to the Company by The Coca-Cola Company was approximately $52
million. In addition, the Company spent approximately $27 million on local
media and marketing expenses pursuant to cooperative advertising and
cooperative marketing arrangements with The Coca-Cola Company.

    Piedmont Coca-Cola Bottling Partnership.  On July 2, 1993, Piedmont
Coca-Cola Bottling Partnership (the "Partnership") was formed by wholly owned
subsidiaries of the Company and The Coca-Cola Company to engage in the business
of distributing and marketing finished bottle, can and fountain beverage
products under trademarks of The Coca-Cola Company and other third party
licensors in portions of North Carolina, South Carolina, Virginia and Georgia.
Initially, the Company and The Coca-Cola Company each beneficially owned a 50%
interest in the Partnership. On January 2, 2002, The Coca-Cola Company sold a
4.651% beneficial interest in the Partnership to the Company for $10 million,
so that the Company now beneficially owns a 54.651% interest in the Partnership
and The Coca-Cola Company beneficially owns a 45.349% interest in the
Partnership. The price for the interest in the Partnership was the result of
arms-length negotiations between the Company and The Coca-Cola Company. The
Partnership has an initial term of 25 years subject to early termination as a
result of certain events. Each partner's interest is subject to certain
limitations on transfer, rights of first refusal and other purchase rights upon
the occurrence of specified events. The partnership agreement contains a
provision that obligated the Company to negotiate in good faith with The
Coca-Cola Company between July 2, 1999 and July 2, 2001 to purchase The
Coca-Cola Company's interest. Because the Company did not purchase The
Coca-Cola Company's entire interest during that time period, The Coca-Cola
Company has the option from July 3, 2001 to July 2, 2002 to require the Company
to negotiate in good faith to sell its interest to The Coca-Cola Company.

    The Company manufactures and packages products and manages the Partnership
pursuant to a management agreement. In connection with the management
agreement, the Company receives a fee based on total case sales, reimbursement
for its out-of-pocket expenses and

                                      21

<PAGE>

reimbursement for sales branch, divisional and certain other expenses. The term
of the management agreement is 25 years, subject to early termination in the
event of certain change in control events, a termination of the Partnership or
a material default by either party. During 2001, the Company received
management fees of $17.8 million from the Partnership. The Company sells
product at cost to the Partnership. These sales amounted to $53.0 million in
2001. The Company subleases various fleet and vending equipment to the
Partnership at cost. These sublease rentals amounted to $11.2 million in 2001.
The Partnership also subleases various fleet and vending equipment to the
Company at cost. These sublease rentals amounted to $0.2 million during fiscal
year 2001.

    Stock Rights and Restrictions Agreement.  Pursuant to a Stock Rights and
Restrictions Agreement dated January 27, 1989 (the "Rights and Restrictions
Agreement") between the Company and The Coca-Cola Company, The Coca-Cola
Company agreed (a) not to acquire additional shares of Common Stock or Class B
Common Stock except in certain circumstances and (b) not to sell or otherwise
dispose of shares of Class B Common Stock without first converting them into
Common Stock except in certain circumstances. The Coca-Cola Company granted the
Company a right of first refusal with respect to any proposed disposition of
any shares owned by it, and the Company granted The Coca-Cola Company certain
registration rights with respect to such shares. The Coca-Cola Company further
agreed that if its equity ownership reaches 30.67% or more of the Company's
outstanding common stock of all classes, or its voting interest reaches 23.59%
or more of the votes of all outstanding shares of all classes, then it will (i)
negotiate in good faith with the Company to sell to the Company the number of
shares of Common Stock or Class B Common Stock necessary to reduce its equity
ownership to 29.67% of the outstanding common stock of all classes and (ii)
convert the number of shares of Class B Common Stock necessary to maintain its
ownership of Class B Common Stock to between 20% and 21% of the outstanding
shares of Class B Common Stock and to maintain its voting interest at between
22.59% and 23.59% of the votes of all outstanding shares of all classes.

    Additionally, if the Company issues new shares of Class B Common Stock upon
the conversion or exercise of any security, warrant or option of the Company
that results in The Coca-Cola Company owning less than 20% of the outstanding
shares of Class B Common Stock and less than 20% of the total votes of all
outstanding shares of all classes of the Company, The Coca-Cola Company has the
right to exchange shares of Common Stock for shares of Class B Common Stock in
order to maintain its ownership of at least 20% of the outstanding shares of
Class B Common Stock and at least 20% of the total votes of all outstanding
shares of all classes of the Company. Under the Rights and Restrictions
Agreement, The Coca-Cola Company also has a preemptive right to purchase a
percentage of any newly issued shares of any class in order for it to maintain
ownership of both 29.67% of the outstanding shares of common stock of all
classes and 22.59% of the total votes of all outstanding shares of all classes.
Each of the percentages referenced in this paragraph and the preceding
paragraph are subject to downward adjustment if The Coca-Cola Company
voluntarily disposes of shares of Common Stock or Class B Common Stock or if
the Company exercises its right of redemption referred to below.

                                      22

<PAGE>

    Pursuant to the Rights and Restrictions Agreement, The Coca-Cola Company
has also granted the Company the right, from January 27, 1995 through January
27, 2019, to call for redemption in full or in part that number of shares that
would reduce The Coca-Cola Company's ownership of the equity of the Company to
20% at a price (which will not be less than $42.50 per share except with
respect to shares acquired pursuant to the rights described in the preceding
two paragraphs) and on such terms as set forth in the Rights and Restrictions
Agreement. The option will expire prior to the end of its stated term if
Messrs. Harrison, III and Harrison, Jr. cease to exercise voting control with
respect to the Company.

    The Coca-Cola Company was also given the right to have its designee
proposed by the Company for nomination to the Company's Board of Directors and
to have such person nominated at each subsequent election of the Company's
directors, subject to certain conditions. Carl Ware's appointment as a director
of the Company was made in accordance with the terms of this agreement. Mr.
Ware is Executive Vice President, Public Affairs and Administration of The
Coca-Cola Company.

    Voting Agreement and Irrevocable Proxy. The Coca-Cola Company, Mr.
Harrison, Jr., Mr.Harrison, III and Mr. Henson, in his capacity as co-trustee
of certain trusts, also entered into a Voting Agreement dated January 27, 1989
(the "Voting Agreement"). Pursuant to the Voting Agreement, Messrs. Harrison,
Jr., Harrison, III and Henson (as co-trustee) agreed to vote their shares of
Common Stock and Class B Common Stock for a nominee of The Coca-Cola Company
for election as a director to the Company's Board of Directors, and The
Coca-Cola Company granted an irrevocable proxy (the "Irrevocable Proxy") with
respect to all shares of Class B Common Stock and Common Stock owned by The
Coca-Cola Company to Mr. Harrison, III for life and thereafter to Mr. Harrison,
Jr. The Irrevocable Proxy covers all matters on which holders of Class B Common
Stock or Common Stock are entitled to vote, other than certain mergers,
consolidations, asset sales and other fundamental corporate transactions.

    Pursuant to the terms of the Voting Agreement, Mr. Harrison, III (or, in
the event of his death, Mr. Harrison, Jr.) was granted the option (assignable
to the Company or to Mr. Harrison, Jr.) to purchase the shares of Class B
Common Stock held by The Coca-Cola Company for $38.50 per share plus an amount
sufficient to give The Coca-Cola Company a 25% compounded annual rate of return
from May 7, 1987 after taking into account dividends and other distributions
previously received thereon. This option may be exercised if the
disproportionate voting rights of the Class B Common Stock are terminated for
certain reasons.

    The Voting Agreement and Irrevocable Proxy terminate upon the written
agreement of the parties or at such time as The Coca-Cola Company no longer
beneficially owns any shares of the Company's Common Stock. The Irrevocable
Proxy also terminates at such time as either (a) Mr. Harrison, Jr. or Mr.
Harrison, III do not beneficially own the 712,796 shares of Class B Common
Stock that are currently part of the holdings of the Harrison Family Limited
Partnerships or

                                      23

<PAGE>

(b) certain trusts holding shares of Class B Common Stock subject to the Voting
Agreement do not beneficially own at least 50% of the Class B Common Stock held
by them at the date of the Voting Agreement.

Other Transactions

    The Company has a production arrangement with Coca-Cola Enterprises Inc. to
buy and sell finished products at cost. Sales to Coca-Cola Enterprises Inc.
under this agreement were $21.0 million in fiscal year 2001. Purchases from
Coca-Cola Enterprises Inc. under this agreement were $21.0 million in fiscal
year 2001.

    The Company leases its Snyder Production Center and certain adjacent
property from Harrison Limited Partnership One ("HLP") pursuant to a lease that
expires in December 2010. HLP's sole general partner is a corporation of which
Mr. Harrison, Jr. is the sole shareholder. HLP's sole limited partner is a
trust of which Mr. Harrison, III and Mr. Henson are co-trustees and Mr.
Harrison, Jr. and his descendants are beneficiaries. Total payments under this
lease were $3.3 million in 2001.

    The Company leases its corporate headquarters and an adjacent office
building from Beacon Investment Corporation, of which Mr. Harrison, III is the
sole shareholder. Total payments under this lease were $3.3 million in 2001.

    The Company purchases certain computerized data management products and
services from Data Ventures LLC, of which the Company holds a 31.25% equity
interest and Mr. Harrison, III owns a 32.5% equity interest. During fiscal year
2001, the Company paid $435,000 to Data Ventures LLC in connection with the
purchase of such products and services. Data Ventures LLC has an unsecured line
of credit of $4.5 million from the Company. Borrowings of $3.9 million were
outstanding on the line of credit on December 30, 2001, which was the maximum
outstanding amount during 2002. Prior to July 1, 2001, interest on borrowings
was computed at the prime rate as published by The Wall Street Journal, less
one percent. Beginning on July 1, 2001, interest on borrowings was computed at
the prime rate plus 0.5%. The Company recorded a loan loss provision of $1.6
million in 2001 related to its outstanding loan to Data Ventures LLC. The total
loan loss provision on December 30, 2001 was $2.4 million.

                                      24

<PAGE>

    During fiscal year 2001, the law firm of Witt, Gaither & Whitaker, P.C.
rendered legal services to the Company. John W. Murrey, III, a director of the
Company, was a stockholder of such law firm and is of counsel to the firm.

                            INDEPENDENT ACCOUNTANTS

General

    PricewaterhouseCoopers LLP, independent public accountants, audited the
financial statements of the Company for fiscal year 2001 and for each fiscal
year since 1968. Representatives of PricewaterhouseCoopers LLP are expected to
be present at the Annual Meeting of Stockholders with an opportunity to make a
statement if they desire to do so, and they are expected to be available to
respond to appropriate questions. The Board of Directors, consistent with past
practice, will defer the annual selection of independent accountants until
after the Annual Meeting of Stockholders. The Audit Committee of the Board of
Directors will then consider the engagement of independent public accountants
to audit the Company's financial statements for the current fiscal year and
will make its recommendation to the Board of Directors for final approval.

    The Audit Committee has considered whether the provision of services by
PricewaterhouseCoopers LLP other than the audit of the financial statements of
the Company for fiscal year 2001 and the review of the financial statements for
the first three quarters of fiscal year 2001 is compatible with maintaining
PricewaterhouseCoopers LLP's independence.

                                      25

<PAGE>

Audit Fees

    PricewaterhouseCoopers LLP billed the Company $242,500 for professional
services rendered for the audit of the Company's annual financial statements
for fiscal year 2001 and the reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-Q filed for the first three quarters
of 2001.

Financial Information Systems Design and Implementation Fees

    PricewaterhouseCoopers LLP rendered no professional services for the design
and implementation of financial information systems to the Company during
fiscal year 2001.

All Other Fees

    PricewaterhouseCoopers LLP billed the Company $425,896 for all professional
services rendered during fiscal year 2001 other than audits, reviews and
financial information systems design and implementation. These services
included an enterprise-wide information systems security review and tax-related
consulting. The Company anticipates that fees for all professional services
rendered during fiscal year 2002 other than for the audit and review of the
Company's financial statements will be significantly less than in the fiscal
year 2001.

                                      26

<PAGE>

                             STOCKHOLDER PROPOSALS

    If any stockholder wishes to present a proposal to the stockholders of the
Company at the 2003 Annual Meeting of Stockholders, such proposal must be
received by the Company for inclusion in the proxy statement and form of proxy
relating to such meeting on or before December 6, 2002. In addition, if the
Company receives notice of stockholder proposals after February 19, 2003, then
the persons named as proxies in such proxy statement and form of proxy will
have discretionary authority to vote on such stockholder proposals, without
discussion of such matters in the proxy statement and without such proposals
appearing as a separate item on the proxy card.

                            ADDITIONAL INFORMATION

    The entire cost of soliciting proxies will be borne by the Company. In
addition to this proxy statement, proxies may be solicited by the Company's
directors, officers and other employees by personal contact, telephone,
facsimile and e-mail. Such persons will receive no additional compensation for
such services. Georgeson & Co., Inc., Wall Street Plaza, New York, New York
10005 has been retained to assist the Company in the solicitation of brokers,
banks and other similar entities holding shares for other persons. Georgeson &
Co., Inc. will receive a payment of $6,500 (plus out-of-pocket expenses) for
these services. All brokers, banks and other similar entities and other
custodians, nominees and fiduciaries will be requested to forward solicitation
materials to the beneficial owners of the shares of Common Stock held of record
by such persons, and the Company will pay such brokers, banks and other
fiduciaries all of their reasonable out-of-pocket expenses incurred in
connection therewith.

                                      27

<PAGE>

                                   FORM 10-K

    A copy of the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission is available to stockholders without charge
upon written request to David V. Singer, Executive Vice President and Chief
Financial Officer, Coca-Cola Bottling Co. Consolidated, P. O. Box 31487,
Charlotte, North Carolina 28231.

                                        /s/ HENRY W. FLINT
                                        HENRY W. FLINT
April 5, 2002                           Secretary

                                      28

<PAGE>


                      (arrow) FOLD AND DETACH HERE (arrow)
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           This Proxy is Solicited on Behalf of the Board of Directors of

PROXY                     COCA-COLA BOTTLING CO. CONSOLIDATED

                   Annual Meeting of Stockholders, May 8, 2002

The undersigned hereby appoints J. Frank Harrison, Jr., J. Frank Harrison, III,
James L. Moore, Jr. and Ned R. McWherter, and each of them, proxies, with full
power of substitution, to act and to vote the shares of Common Stock or Class B
Common Stock which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on May 8, 2002, and any adjournment thereof, as follows:

1.  ELECTION OF DIRECTORS:
    [ ] FOR all nominees listed below            [ ]  WITHHOLD AUTHORITY
        (Except as marked to the                      to vote for all nominees
        contrary below)                               listed below

        Sharon A. Decker; Reid M. Henson; Carl Ware

        (Instruction: To withhold authority to vote for any individual write
        that nominee's name in the space provided below.)

--------------------------------------------------------------------------------

2. Acting upon any other business which may be properly brought before said
meeting or any adjournment thereof.

                            (continued on other side)



<PAGE>

                      (arrow) FOLD AND DETACH HERE (arrow)
--------------------------------------------------------------------------------
                           (continued from other side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
IN FAVOR OF THE ELECTION OF ALL NOMINEES AS DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXYHOLDERS IN ACTING UPON ANY OTHER
BUSINESS WHICH MAY BE PROPERLY BROUGHT BEFORE SAID MEETING OR ANY ADJOURNMENT OR
ADJOURNMENTS THEREOF.

         The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders, dated April 5, 2002, and the Proxy Statement furnished
therewith.

                                  If you plan to attend the Annual Meeting of
                                  Stockholders on May 8, 2002, please check
                                  the following box: [ ]

                                  Dated this ____ day of _____________, 2002

                                                                          (Seal)
                                  ----------------------------------------

                                  Note: Signature should agree with name on
                                  stock certificate as printed thereon.
                                  Executors, administrators, trustees and other
                                  fiduciaries and persons signing on behalf of
                                  corporations or partnerships, should so
                                  indicate when signing.

      Please sign, date and return this Proxy in the accompanying prepaid
                      self-addressed envelope. Thank You.

</TEXT>
</DOCUMENT>
