Citi Wachovia Securities Suntrust Robinson Humphrey

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-155635 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 18, 2008) $110,000,000 7.00% Senior Notes due 2019 The notes will bear interest at the rate of 7.00% per year. Interest on the notes is payable on April 15 and October 15 of each year, beginning on October 15, 2009. The notes will mature on April 15, 2019. We may redeem some or all of the notes at any time at the redemption price described under “Description of Notes — Optional Redemption.” If we experience a change of control triggering event, we may be required to offer to purchase the notes from holders as described under “Description of Notes — Offer to Repurchase Upon Change of Control Triggering Event.” The notes will be senior unsecured obligations of our company and will rank equally with all of our other unsecured and unsubordinated indebtedness. You should consider the risks that we have described in this prospectus supplement, the accompanying prospectus and our Annual Report on Form 10-K for the fiscal year ended December 28, 2008, which is incorporated herein by reference, before you make your investment. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Note Total Public Offering Price 98.238% $108,061,800 Underwriting Discount 0.650% $ 715,000 Proceeds to Coca-Cola Bottling Co. Consolidated (before expenses) 97.588% $107,346,800 Interest on the notes will accrue from April 7, 2009 to the date of delivery. The underwriters expect to deliver the notes in book-entry form only through The Depository Trust Company on or about April 7, 2009. Joint Book-Running Managers Citi Wachovia Securities SunTrust Robinson Humphrey Co-Managers BB&T Capital Markets Rabo Securities USA, Inc. J.P. Morgan The date of this prospectus supplement is April 2, 2009 You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of this prospectus supplement or the accompanying prospectus. TABLE OF CONTENTS Page Prospectus Supplement About This Prospectus Supplement ii Forward-Looking Statements iii Summary S-1 Risk Factors S-5 Use of Proceeds S-6 Consolidated Ratio of Earnings to Fixed Charges S-6 Capitalization S-7 Description of Notes S-8 Certain U.S. Federal Income Tax Consequences S-13 Underwriting S-17 Experts S-18 Legal Matters S-18 Prospectus About This Prospectus 1 Risk Factors 1 Cautionary Information About Forward-Looking Statements 1 Where You Can Find More Information 2 Incorporation of Information By Reference 2 Coca-Cola Bottling Co. Consolidated 3 Use of Proceeds 3 Consolidated Ratio of Earnings to Fixed Charges 3 Summary of the Securities Offered by this Prospectus 4 Description of Debt Securities 4 Description of Preferred Stock 12 Description of Common Stock and Class C Common Stock 14 Plan of Distribution 18 Experts 19 Legal Matters 19 i Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering and the notes and matters relating to us. The second part, the accompanying prospectus dated December 18, 2008, gives more general information, some of which does not apply to this offering. This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that information in the accompanying prospectus. It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you in “Where You Can Find More Information” and “Incorporation of Information by Reference” in the accompanying prospectus. No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus supplement or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the date of such information. ii Table of Contents FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus, and the information incorporated by reference herein, contains, or may contain, certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such “forward- looking statements” include information relating to, among other matters, our future prospects, developments and business strategies for our operations. These forward-looking statements are identified by the use of terms and phrases such as “expect,” “estimate,” “project,” “believe,” “intend,” “anticipate,” and similar terms and phrases. Such forward-looking statements are contained in various sections of this prospectus supplement, the accompanying prospectus and in the documents incorporated herein by reference. These statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances, and involve risks and uncertainties that may cause actual future activities and results of operations to be materially different from those suggested or described in this prospectus or in such other documents. These risks include, but are not limited to the risks described in the “Risk Factors” section below and other risks described from time to time in our filings with the SEC. Investors are cautioned that any such statements are not guarantees of future performance. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. iii Table of Contents SUMMARY The following is a summary and does not contain all of the information that may be important to you. You should read this prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before deciding to purchase any notes. Unless otherwise specified, references in this prospectus supplement to the “Company,” “we,” “us,” and “our” refer to Coca-Cola Bottling Co. Consolidated and its subsidiaries. Coca-Cola Bottling Co. Consolidated Coca-Cola Bottling Co. Consolidated, a Delaware corporation, together with its majority-owned subsidiaries, produces, markets and distributes nonalcoholic beverages, primarily products of The Coca-Cola Company, Atlanta, Georgia, which include some of the most recognized and popular beverage brands in the world. We were incorporated in 1980, and our predecessors have been in the nonalcoholic beverage manufacturing and distribution business since 1902. Since 2000, we have placed significant emphasis on new product innovation and product line extensions as a strategy to increase overall revenue. We are the second largest Coca-Cola bottler in the United States. Our nonalcoholic beverage products can be broken down into two categories: • Sparkling beverages — primarily beverages with carbonation, including energy drinks; and • Still beverages — primarily beverages without carbonation, including bottled water, tea, ready-to-drink coffee, enhanced water, juices and sports drinks. Sales of sparkling beverages were approximately 83%, 84% and 86% of total net sales for fiscal years 2008, 2007 and 2006, respectively. Sales of still beverages were approximately 17%, 16% and 14% of total net sales for fiscal years 2008, 2007 and 2006, respectively. We hold cola beverage agreements and allied beverage agreements under which we produce, distribute and market, in certain regions, sparkling beverage products of The Coca-Cola Company, which currently owns approximately 27.1% of our total outstanding

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