18. Related Party Transactions

The Company’s business consists primarily of the production, marketing and distribution of nonalcoholic beverages of The Coca-Cola Company, which is the sole owner of the secret formulas under which the primary components (either concentrate or syrup) of its soft drink products are manufactured. As of December 29, 2013, The Coca-Cola Company had a 34.8% interest in the Company’s outstanding Common Stock, representing 5.0% of the total voting power of the Company’s Common Stock and Class B Common Stock voting together as a single class. The Coca-Cola Company does not own any shares of Class B Common Stock of the Company.

In August 2007, the Company entered into a distribution agreement with Energy Brands Inc. (“Energy Brands”), a wholly-owned subsidiary of The Coca-Cola Company. Energy Brands, also known as glacéau, is a producer and distributor of branded enhanced beverages including vitaminwater and smartwater. The distribution agreement is effective November 1, 2007 for a period of ten years and, unless earlier terminated, will be automatically renewed for succeeding ten-year terms, subject to a one year non-renewal notification by the Company. In conjunction with the execution of the distribution agreement, the Company entered into an agreement with The Coca-Cola Company whereby the Company agreed not to introduce new third party brands or certain third party brand extensions in the United States through August 31, 2010 unless mutually agreed to by the Company and The Coca-Cola Company.

The following table summarizes the significant transactions between the Company and The Coca-Cola Company:


	Fiscal Year
In Millions	2013			2012			2011
Payments by the Company for concentrate, syrup, sweetener and other purchases	$	410.6		$	406.2		$	399.1
Marketing funding support payments to the Company		(43.5	)		(43.2	)		(47.3	)

Payments by the Company net of marketing funding support	$	367.1		$	363.0		$	351.8
Payments by the Company for customer marketing programs	$	56.4		$	56.8		$	51.4
Payments by the Company for cold drink equipment parts		9.3			9.2			9.3
Fountain delivery and equipment repair fees paid to the Company		12.7			11.9			11.4
Presence marketing support provided by The Coca-Cola Company on the Company’s behalf		5.4			3.5			4.1
Payments to the Company to facilitate the distribution of certain brands and packages to other Coca-Cola bottlers		4.0			2.6			2.0

The Company has a production arrangement with Coca-Cola Refreshments USA, Inc. (“CCR”) to buy and sell finished products at cost. CCR is a wholly-owned subsidiary of The Coca-Cola Company. Sales to CCR under this arrangement were $60.2 million, $64.6 million and $55.0 million in 2013, 2012 and 2011, respectively. Purchases from CCR under this arrangement were $46.7 million, $31.3 million and $23.4 million in 2013, 2012 and 2011, respectively. In addition, CCR distributes one of the Company’s own brands (Tum-E Yummies). Total sales to CCR for this brand were $23.8 million, $22.8 million and $16.8 million in 2013, 2012 and 2011, respectively.

Along with all the other Coca-Cola bottlers in the United States, the Company is a member in Coca-Cola Bottlers’ Sales and Services Company, LLC (“CCBSS”), which was formed in 2003 for the purposes of facilitating various procurement functions and distributing certain specified beverage products of The Coca-Cola Company with the intention of enhancing the efficiency and competitiveness of the Coca-Cola bottling system in the United States. CCBSS negotiates the procurement for the majority of the Company’s raw materials (excluding concentrate). The Company pays an administrative fee to CCBSS for its services. Administrative fees to CCBSS for its services were $0.5 million, $0.5 million and $0.4 million in 2013, 2012 and 2011, respectively. Amounts due from CCBSS for rebates on raw material purchases were $5.1 million and $3.8 million as of December 29, 2013 and December 30, 2012, respectively. CCR is also a member of CCBSS.

The Company leases from Harrison Limited Partnership One (“HLP”) the Snyder Production Center (“SPC”) and an adjacent sales facility, which are located in Charlotte, North Carolina. HLP is directly and indirectly owned by trusts of which J. Frank Harrison, III, Chairman of the Board of Directors and Chief Executive Officer of the Company, and Deborah H. Everhart, a director of the Company, are trustees and beneficiaries. Morgan H. Everett, a director of the Company, is a permissible, discretionary beneficiary of the trusts that directly or indirectly own HLP. The lease expires on December 31, 2020. The annual base rent the Company is obligated to pay under the lease is subject to an adjustment for an inflation factor. The principal balance outstanding under this capital lease as of December 29, 2013 was $22.2 million. Rental payments related to this lease were $3.6 million, $3.5 million and $3.4 million in 2013, 2012 and 2011, respectively.

The Company leases from Beacon Investment Corporation (“Beacon”) the Company’s headquarters office facility and an adjacent office facility. The lease expires on December 31, 2021. Beacon’s majority shareholder is J. Frank Harrison, III and Morgan H. Everett is a minority shareholder. The principal balance outstanding under this capital lease as of December 29, 2013 was $22.9 million. The annual base rent the Company is obligated to pay under the lease is subject to adjustment for increases in the Consumer Price Index.

The minimum rentals and contingent rental payments that relate to this lease were as follows:


	Fiscal Year
In Millions	2013		2012		2011
Minimum rentals	$	3.5	$	3.5	$	3.5
Contingent rentals		0.6		0.5		0.4

Total rental payments	$	4.1	$	4.0	$	3.9

The contingent rentals in 2013, 2012 and 2011 are a result of changes in the Consumer Price Index. Increases or decreases in lease payments that result from changes in the Consumer Price Index were recorded as adjustments to interest expense.

The Company is a shareholder in two entities from which it purchases substantially all of its requirements for plastic bottles. Net purchases from these entities were $79.1 million, $82.3 million and $83.9 million in 2013, 2012 and 2011, respectively. In conjunction with the Company’s participation in one of these entities, Southeastern, the Company has guaranteed a portion of the entity’s debt. Such guarantee amounted to $10.7 million as of December 29, 2013. The Company’s equity investment in Southeastern was $17.6 million and $19.5 million as of December 29, 2013 and December 30, 2012, respectively, and was recorded in other assets on the Company’s consolidated balance sheets.

The Company is a member of SAC, a manufacturing cooperative. SAC sells finished products to the Company and Piedmont at cost. Purchases from SAC by the Company and Piedmont for finished products were $137 million, $141 million and $134 million in 2013, 2012 and 2011, respectively. The Company also manages the operations of SAC pursuant to a management agreement. Management fees earned from SAC were $1.6 million, $1.5 million and $1.6 million in 2013, 2012 and 2011, respectively. The Company has also guaranteed a portion of debt for SAC. Such guarantee amounted to $18.6 million as of December 29, 2013. The Company’s equity investment in SAC was $4.1 million as of both December 29, 2013 and December 30, 2012.

The Company holds no assets as collateral against the Southeastern or SAC guarantees, the fair value of which is immaterial.

The Company monitors its investments in cooperatives and would be required to write down its investment if an impairment is identified and the Company determined it to be other than temporary. No impairment of the Company’s investments in cooperatives has been identified as of December 29, 2013 nor was there any impairment in 2013, 2012 and 2011.