Form SC 13D/A COCA COLA BOTTLING CO Filed by: COCA COLA CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 40)*

 

 

Coca-Cola Bottling Co. Consolidated

(Name of Issuer)

 

Common Stock, Par Value $1.00 Per Share

(Title and Class of Securities)

 

191098102

(CUSIP Number)

 

Bernhard Goepelt

Senior Vice President, General Counsel and Chief Legal Counsel

The Coca-Cola Company

One Coca-Cola Plaza

Atlanta, Georgia 30313

(404) 676-2121

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

April 29, 2016

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(continued on following pages)

 

SCHEDULE 13D/A

 

CUSIP No. - 191098102

1	NAME OF REPORTING PERSON
	THE COCA-COLA COMPANY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON*   CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

SCHEDULE 13D/A

CUSIP No. - 191098102

1	NAME OF REPORTING PERSON
	THE COCA-COLA TRADING COMPANY LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON*   OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

SCHEDULE 13D/A

 

CUSIP No. - 191098102

1	NAME OF REPORTING PERSON
	COCA-COLA OASIS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON*   OO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

SCHEDULE 13D/A

 

CUSIP No. - 191098102     

1	NAME OF REPORTING PERSON
	CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		(a) o
			(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   2,482,165
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   2,482,165
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    2,482,165
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11   34.76%
14	TYPE OF REPORTING PERSON* CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

 

This Amendment No. 40 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola Company, as amended by Amendments 1 through 39 (the “Schedule 13D”).  Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D.

 

Item 4.    Purpose of the Transaction

Item 4 is hereby amended and supplemented as follows:

 

Initial Regional Manufacturing Agreement. On April 29, 2016, Coca-Cola Bottling Co. Consolidated (“Coke Consolidated”) and The Coca-Cola Company entered into an Initial Regional Manufacturing Agreement (the “April 2016 Initial RMA”), which April 2016 Initial RMA governs the terms and conditions of Coke Consolidated’s use of the Regional Manufacturing Facilities (as defined below) to manufacture certain beverage brands of The Coca-Cola Company. A first form draft of the April 2016 Initial RMA (the “September 2015 Form Initial RMA”) was included as Exhibit B to the non-binding letter of intent entered into by Coke Consolidated and The Coca-Cola Company on September 23, 2015 (the “September 2015 Manufacturing LOI”) and filed as Exhibit 99.4 to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2015 (the “September 2015 13D”). On January 29, 2016, Coke Consolidated and The Coca-Cola Company entered into an initial regional manufacturing agreement (the “January 2016 Initial RMA”), which is an updated form of the September 2015 Form Initial RMA, at the closing of Coke Consolidated’s acquisition of its Sandston, Virginia manufacturing facility and related assets (the “Sandston Facility”). The January 2016 Initial RMA was described in the Coke Consolidated’s Current Report on Form 8-K filed with the SEC on January 29, 2016. Pursuant to the April 2016 Initial RMA, Coke Consolidated and The Coca-Cola Company have agreed that the April 2016 Initial RMA replaces and supersedes the January 2016 Initial RMA with regards to the Sandston Facility. Consequently, the parties terminated the January 2016 Initial RMA upon their execution of the April 2016 Initial RMA on April 29, 2016. The April 2016 Initial RMA, while in large part similar to the September 2015 Form Initial RMA and the January 2016 Initial RMA, contains certain additional updates and negotiated changes to those forms of agreement. A summary description of the April 2016 Initial RMA, which is filed as Exhibit 99.2 hereto, is included below.

 

Pursuant to the April 2016 Initial RMA, The Coca-Cola Company has granted Coke Consolidated rights to manufacture, produce and package at the Sandston Facility and at two regional manufacturing facilities located in Baltimore, Maryland and Silver Spring, Maryland (collectively, the “Regional Manufacturing Facilities”) certain beverages that are sold under trademarks owned by The Coca-Cola Company and referred to in the April 2016 Initial RMA as “Authorized Covered Beverages.” The Authorized Covered Beverages produced at the Regional Manufacturing Facilities may be used for distribution by Coke Consolidated for its own account in accordance with comprehensive beverage agreements between Coke Consolidated, The Coca-Cola Company and Coca-Cola Refreshments USA, Inc., a wholly-owned subsidiary of The Coca-Cola Company (“CCR”), and for sale by Coke Consolidated to certain other U.S. Coca-Cola bottlers and to the Coca-Cola North America division of The Coca-Cola Company (“CCNA”) in accordance with the terms of the April 2016 Initial RMA. As part of these terms, CCNA will, from time to time, unilaterally establish the prices (or certain elements of the formula used to determine the prices) that Coke Consolidated charges for sales of Authorized Covered Beverages to CCNA or to certain U.S. Coca-Cola bottlers.

 

Subject to the right of The Coca-Cola Company to terminate the April 2016 Initial RMA in the event of an uncured default by Coke Consolidated, the April 2016 Initial RMA has a term that continues for the duration of the term of Coke Consolidated’s comprehensive beverage agreements with The Coca-Cola Company and CCR. Other than Authorized Covered Beverages, certain beverage brands not owned or licensed by The Coca-Cola Company (“cross-licensed brands”) that Coke Consolidated is permitted to distribute under its comprehensive beverage agreements, and certain other expressly permitted cross-licensed brands, the April 2016 Initial RMA provides that Coke Consolidated will not manufacture at the Regional Manufacturing Facilities any Beverages, Beverage Components (as such terms are defined in the comprehensive beverage agreement between the parties) or other beverage products unless otherwise consented to by The Coca-Cola Company.

 

Pursuant to its terms, the April 2016 Initial RMA will be amended, restated and converted into a final form of regional manufacturing agreement (the “Final RMA”) concurrent with the conversion of Coke Consolidated’s bottling agreements to a new and final comprehensive beverage agreement (the “Final CBA”) pursuant to the territory conversion agreement executed by Coke Consolidated, CCR and The Coca-Cola Company on September 23, 2015, as described in the Schedule 13D filed with the SEC on September 29, 2015 and filed as Exhibit 99.3 thereto (the “Territory Conversion Agreement”). An initial form of the Final RMA (the “September 2015 Form Final RMA”) was included as Schedule 9.4 to the September 2015 Form Initial RMA filed with the September 2015 13D and the form of the Final CBA was included as Exhibit 1.1 to the Territory Conversion Agreement filed with the September 2015 13D. An updated form of the Final RMA (the “January 2016 Form Final RMA”) was attached as Schedule 9.4 to the January 2016 Initial RMA. The form of Final RMA attached as Schedule 9.4 to the April 2016 Initial RMA and included in Exhibit 99.2 hereto (the “April 2016 Form Final RMA”) is in large part similar to the September 2015 Form Final RMA and the January 2016 Form Final RMA, but contains certain updates and negotiated changes to those forms of agreement.

 

While the April 2016 Form Final RMA has terms similar to the April 2016 Initial RMA in many respects, under the April 2016 Form Final RMA, Coke Consolidated’s aggregate business directly and primarily related to the manufacture of Authorized Covered Beverages, permitted cross-licensed brands and other beverages and beverage products for The Coca-Cola Company will be subject to the same agreed upon sale process provisions included in the Final CBA, which include the need to obtain The Coca-Cola Company’s prior approval of a potential purchaser of such manufacturing business. The Coca-Cola Company will also have the right to terminate the Final RMA in the event of an uncured default by Coke Consolidated.

 

CCNA Exchange Letter Agreement. In connection with the execution of the April 2016 Initial RMA, Coke Consolidated and The Coca-Cola Company also entered into a letter agreement on April 29, 2016 (the “CCNA Exchange Letter”), pursuant to which CCNA will, on or before January 1, 2017, unilaterally establish and operate an exchange process (the “CCNA Exchange”). Under the CCNA Exchange, CCNA will unilaterally establish the prices (or certain elements of the formula used to determine the prices) that Coke Consolidated charges for sales of Authorized Covered Beverages to CCNA or to certain U.S. Coca-Cola bottlers under the April 2016 Initial RMA and Final RMA. Under the CCNA Exchange Letter, the revenue Coke Consolidated receives from sales of Authorized Covered Beverages to CCNA and to certain U.S. Coca-Cola bottlers pursuant to the terms of the April 2016 Initial RMA or Final RMA will be subject to adjustment as part of the CCNA Exchange. Any adjustment owed by Coke Consolidated will be paid to the CCNA Exchange while any adjustment owed to Coked Consolidated will be paid by CCNA, through the CCNA Exchange.

 

The foregoing descriptions of the April 2016 Initial RMA and the CCNA Exchange Letter are only summaries and are qualified in their entirety by reference to the full text of the April 2016 Initial RMA and CCNA Exchange Letter (including any exhibits thereto), which are filed as Exhibit 99.2 and Exhibit 99.3 to this Amendment No. 40 to the Schedule 13D. The April 2016 Initial RMA and the CCNA Exchange Letter, including any exhibits thereto, have been included to provide investors with information regarding its terms. It is not intended to provide any other factual information with respect to CCR, The Coca-Cola Company or Coke Consolidated. Investors should read the April 2016 Initial RMA and the CCNA Exchange Letter, including any exhibits thereto, together with the other information concerning Coke Consolidated, CCR and The Coca-Cola Company that each company or its affiliates publicly files in reports and statements with the SEC.

 

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated as follows:

 

As of the date of this report, each Reporting Person may be deemed to have beneficial ownership (within the meaning of Rule 13d-3 under the Act) and shared power to vote or direct the vote of the amounts of Common Stock, par value $1.00, of Coke Consolidated (the “Common Stock”) listed below and may be deemed to constitute a “group” under Section 13(d) of the Act.

 

Number of shares of Common Stock as to which The Coca-Cola Company has:

 

(i)	sole power to vote or direct the vote:  0
(ii)	shared power to vote or to direct the vote:  2,482,165
(iii)	the sole power to dispose of or to direct the disposition of:  0
(iv)	shared power to dispose of or to direct the disposition of:  2,482,165

 

Number of shares of Common Stock as to which The Coca-Cola Trading Company LLC has:

 

(i)	sole power to vote or direct the vote:  0
(ii)	shared power to vote or to direct the vote:  2,482,165
(iii)	sole power to dispose of or to direct the disposition of:  0
(iv)	shared power to dispose of or to direct the disposition of:  2,482,165

 

Number of shares of Common Stock as to which Coca-Cola Oasis LLC has:

 

(i)	sole power to vote or direct the vote:  0
(ii)	shared power to vote or to direct the vote:  2,482,165
(iii)	sole power to dispose of or to direct the disposition of:  0
(iv)	shared power to dispose of or to direct the disposition of:  2,482,165

 

Number of shares as to which Carolina Coca-Cola Bottling Investments, Inc. has:

 

(i)	sole power to vote or direct the vote:  0
(ii)	shared power to vote or to direct the vote:  2,482,165
(iii)	sole power to dispose of or to direct the disposition of:  0
(iv)	shared power to dispose of or to direct the disposition of:  2,482,165

 

The Reporting Persons beneficially own 34.76% of the outstanding shares of Common Stock based upon 7,141,447 shares of Common Stock outstanding on March 14, 2016.

Item 7.    Material to be Filed as Exhibits

 

Exhibit		Name		Incorporated By Reference To
Exhibit 99.1		Directors, Officers and Managers of the Reporting Persons		Filed herewith
Exhibit 99.2		Initial Regional Manufacturing Agreement, dated April 29, 2016, between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company.		Exhibit 10.1 of  Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed May 5, 2016
Exhibit 99.3		CCNA Exchange Letter Agreement, dated April 29, 2016, between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company, by and through its Coca-Cola North America division.		Exhibit 10.2 of  Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed May 5, 2016

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	THE COCA-COLA COMPANY
	By:	/s/  Kathy N. Waller
	Name: Kathy N. Waller
	Title:   Executive Vice President
Date: May 6, 2016	and Chief Financial Officer
	THE COCA-COLA TRADING COMPANY LLC
	By:	/s/  Robert J. Jordan, Jr.
	Name: Robert J. Jordan, Jr.
Date: May 6, 2016	Title:   Vice President, General Tax Counsel and Manager
	COCA-COLA OASIS LLC
	By:	/s/  Robert J. Jordan, Jr.
	Name: Robert J. Jordan, Jr.
Date: May 6, 2016	Title:   Vice President, General Tax Counsel and Manager
	CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
	By:	/s/  Robert J. Jordan, Jr.
	Name: Robert J. Jordan, Jr.
Date: May 6, 2016	Title:   Vice President, General Tax Counsel and Director

 

Exhibit Index

 

Exhibit		Name		Incorporated By Reference To
Exhibit 99.1		Directors, Officers and Managers of the Reporting Persons		Filed herewith
Exhibit 99.2		Initial Regional Manufacturing Agreement, dated April 29, 2016, between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company.		Exhibit 10.1 of  Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed May 5, 2016
Exhibit 99.3		CCNA Exchange Letter Agreement, dated April 29, 2016, between Coca-Cola Bottling Co. Consolidated and The Coca-Cola Company, by and through its Coca-Cola North America division.		Exhibit 10.2 of  Coca-Cola Bottling Co. Consolidated’s Current Report on Form 8-K filed May 5, 2016

 

EXHIBIT 99.1

 

DIRECTORS AND EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

 

Set forth below is the name, business address and present occupation or employment of each director and executive officer of The Coca-Cola Company. Except as indicated below, each such person is a citizen of the United States. None of the directors or executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of The Coca-Cola Company who are also executive officers of The Coca-Cola Company are indicated by an asterisk. Except as indicated below, the business address of each executive officer of The Coca-Cola Company is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

DIRECTORS OF THE COCA-COLA COMPANY

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Muhtar Kent*		Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company
Herbert A. Allen		President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm		Allen & Company Incorporated 711 Fifth Avenue New York, NY 10022
Ronald W. Allen		Former Chairman of the Board, President and Chief Executive Officer of Aaron’s, Inc., a leading specialty retailer of consumer electronics, computers, residential furniture, household appliances and accessories		The Coca-Cola Company   c/o The Corporate Secretary’s Office One Coca-Cola Plaza Atlanta, GA  30313
Marc Bolland		Chief Executive Officer and a Director of Marks & Spencer Group p.l.c., an international multi-channel retailer.   Mr. Bolland is a citizen of The Netherlands.		Marks & Spencer Group plc Waterside House 35 North Wharf Road London W2 1NW

 

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Ana Botín		Executive Chairman and a Director of Banco Santander, S.A., a global multinational bank, and a Director of Santander UK plc, a leading financial services provider in the United Kingdom, and a subsidiary of Banco Santander, S.A.   Ms. Botín is a citizen of Spain.		Santander UK plc 2 Triton Square Regent’s Place London NW1 3AN United Kingdom
Howard G. Buffett		President of Buffett Farms, a commercial farming operation, and Chairman and Chief Executive Officer of the Howard G. Buffett Foundation, a private foundation supporting humanitarian initiatives focused on food and water security, conservation and conflict management		Howard G. Buffett Foundation 145 North Merchant Street Decatur, IL 62523
Richard M. Daley		Executive Chairman of Tur Partners LLC, an investment and advisory firm focused on sustainable solutions within the urban environment		Tur Partners LLC 900 N. Michigan Avenue Suite 1720 Chicago, IL 60611
Barry Diller		Chairman of the Board and Senior Executive of IAC/InterActiveCorp, a leading media and internet company		IAC/InterActiveCorp 555 West 18th Street New York, New York  10011
Helene D. Gayle		Chief Executive Officer of McKinsey Social Initiative, a nonprofit organization that implements programs that bring together stakeholders to address complex global and social challenges		McKinsey Social Initiative 1200 19th Street NW Washington, DC 20036
Evan G. Greenberg		Chairman and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance organization		ACE Group 1133 Avenue of the Americas 45th Floor New York, NY  10036
Alexis M. Herman		Chair and Chief Executive Officer of New Ventures, LLC, a corporate consulting company		New Ventures, Inc. 633 Pennsylvania Avenue NW 3rd Floor Washington, D.C.  20004
Robert A. Kotick		President, Chief Executive Officer and a Director of Activision Blizzard, Inc. an interactive entertainment software company		Activision Blizzard, Inc. 3100 Ocean Park Boulevard Santa Monica, CA  90405

 

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Maria Elena Lagomasino		Chief Executive Officer and Managing Partner of WE Family Offices, a multi-family office serving global high net worth families		WE Family Offices Rockefeller Center 1270 Avenue of the Americas Suite 2101 New York, NY 10020
Sam Nunn		Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a nonprofit organization working to reduce the global threats from nuclear, biological and chemical weapons		King & Spalding LLP 1180 Peachtree Street, NE Atlanta, Georgia 30309
David B. Weinberg		Chairman of the Board and Chief Executive Officer of Judd Enterprises, Inc., a private investment-management office with diverse interests in a variety of asset classes		Judd Enterprises, Inc. 401 N. Michigan Ave #3050 Chicago, IL 60611

 

 

EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Muhtar Kent		Chairman of the Board of Directors and President of The Coca-Cola Company
Marcos de Quinto		Executive Vice President and Chief Marketing Officer of The Coca-Cola Company   Mr. de Quinto is a citizen of Spain.
J. Alexander M. Douglas, Jr.		Executive Vice President of The Coca-Cola Company and President of Coca-Cola North America
Ceree Eberly		Senior Vice President and Chief People Officer of The Coca-Cola Company
Irial Finan		Executive Vice President of The Coca-Cola Company and President, Bottling Investments and Supply Chain   Mr. Finan is a citizen of Ireland.
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company   Mr. Goepelt is a citizen of Germany.

 

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Julie Hamilton		Vice President and Chief Customer and Commercial Leadership Officer of The Coca-Cola Company
Brent Hastie		Vice President, Strategy and Planning of The Coca-Cola Company
Ed Hays, PhD		Senior Vice President and Chief Technical Officer of The Coca-Cola Company
Nathan Kalumbu		President of the Eurasia and Africa Group of The Coca-Cola Company   Mr. Kalumbu is a citizen of Zimbabwe.
James Quincey		President and Chief Operating Officer of The Coca-Cola Company   Mr. Quincey is a citizen of the United Kingdom.
Atul Singh		President of the Asia Pacific Group of The Coca-Cola Company
Ed Steinike		Senior Vice President and Chief Information Officer of The Coca-Cola Company
Brian Smith		President of the Latin America Group of The Coca-Cola Company
Clyde C. Tuggle		Senior Vice President and Chief Public Affairs and Communications Officer of The Coca-Cola Company
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company

 

MANAGERS AND EXECUTIVE OFFICERS
OF
THE COCA-COLA TRADING COMPANY LLC

 

Set forth below is the name, business address and present occupation or employment of each manager and executive officer of The Coca-Cola Trading Company LLC. Except as indicated below, each such person is a citizen of the United States. None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Managers of The Coca-Cola Trading Company LLC who are also executive officers of The Coca-Cola Trading Company LLC are indicated by an asterisk. Except as indicated below, the business address of each manager and executive officer of The Coca-Cola Trading Company LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

MANAGERS OF THE COCA-COLA TRADING COMPANY LLC

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Marie D. Quintero-Johnson		Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company
Robert J. Jordan, Jr.*		Vice President and General Tax Counsel of The Coca-Cola Company
Larry M. Mark*		Vice President and Controller of The Coca-Cola Company

 

EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Ed Hays, PhD		Senior Vice President and Chief Technical Officer of The Coca-Cola Company; President of The Coca-Cola Trading Company LLC
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of The Coca-Cola Trading Company LLC   Mr. Goepelt is a citizen of Germany.
Robert J. Jordan, Jr.		Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of The Coca-Cola Trading Company LLC
Stephen A. Kremer		Deputy General Tax Counsel of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC

 

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Larry M. Mark		Vice President and Controller of The Coca-Cola Company; Vice President and Controller of The Coca-Cola Trading Company
Christopher P. Nolan		Vice President and Treasurer of The Coca-Cola Company; Vice President and Treasurer of The Coca-Cola Trading Company LLC
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of The Coca-Cola Trading Company LLC
David W. Stowe		Director Commodity Risk of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC

 

MANAGERS AND EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC

 

Set forth below is the name, business address, present occupation or employment of each manager and executive officer of Coca-Cola Oasis LLC.  Except as indicated below, each such person is a citizen of the United States.  None of the managers and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated.  Managers of Coca-Cola Oasis LLC who are also executive officers of Coca-Cola Oasis LLC are indicated by an asterisk.  Except as indicated below, the business address of each manager and executive officer of Coca-Cola Oasis LLC is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

MANAGERS OF COCA-COLA OASIS LLC

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Marie D. Quintero-Johnson		Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company
Robert J. Jordan, Jr.*		Vice President and General Tax Counsel of The Coca-Cola Company
Larry M. Mark*		Vice President and Controller of The Coca-Cola Company

 

EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of Coca-Cola Oasis LLC Mr. Goepelt is a citizen of Germany.
Russell Jacobs		General Manager, Retail and Attractions of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC
Robert J. Jordan, Jr.		Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Coca-Cola Oasis LLC
Stephen A. Kremer		Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC
Larry M. Mark		Vice President and Controller of The Coca-Cola Company; Vice President and Controller of Coca-Cola Oasis LLC

 

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Christopher P. Nolan		Vice President and Treasurer of The Coca-Cola Company; President, Chief Executive Officer, and Treasurer of Coca-Cola Oasis LLC
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of Coca-Cola Oasis LLC

 

DIRECTORS AND EXECUTIVE OFFICERS OF CAROLINA COCA-COLA
BOTTLING INVESTMENTS, INC.

 

Set forth below is the name, business address, present occupation or employment of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. Except as indicated below, each such person is a citizen of the United States. None of the directors and executive officers named below beneficially owns any Common Stock or Class B Common Stock of Coca-Cola Bottling Co. Consolidated. Directors of Carolina Coca-Cola Bottling Investments, Inc. who are also executive officers of Carolina Coca-Cola Bottling Investments, Inc. are indicated by an asterisk. Except as indicated below, the business address of each director and executive officer of Carolina Coca-Cola Bottling Investments, Inc. is One Coca-Cola Plaza, Atlanta, Georgia 30313.

 

DIRECTORS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Marie D. Quintero-Johnson		Vice President and Director of Mergers & Acquisitions of The Coca-Cola Company
Robert J. Jordan, Jr.*		Vice President and General Tax Counsel of The Coca-Cola Company
Larry M. Mark*		Vice President, Finance and Controller of The Coca-Cola Company

 

EXECUTIVE OFFICERS OF CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Bernhard Goepelt		Senior Vice President, General Counsel and Chief Legal Officer of The Coca-Cola Company; Vice President and General Counsel of Carolina Coca-Cola Bottling Investments, Inc.   Mr. Goepelt is a citizen of Germany.
Robert J. Jordan, Jr.		Vice President and General Tax Counsel of The Coca-Cola Company; Vice President and General Tax Counsel of Carolina Coca-Cola Bottling Investments, Inc.
Stephen A. Kremer		Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Carolina Coca-Cola Bottling Investments, Inc.

 

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Larry M. Mark		Vice President and Controller of The Coca-Cola Company; Vice President and Chief Financial Officer of Carolina Coca-Cola Bottling Investments, Inc.
Christopher P. Nolan		Vice President and Treasurer of The Coca-Cola Company; Vice President, Treasurer and Assistant Secretary of Carolina Coca-Cola Bottling Investments, Inc.
Kathy N. Waller		Executive Vice President and Chief Financial Officer of The Coca-Cola Company; President and Chief Executive Officer of Carolina Coca-Cola Bottling Investments, Inc.

 

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