Coca Cola Consoldiated incidence pricing agreement with Coca Cola

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 20, 2013

COCA-COLA BOTTLING CO.
CONSOLIDATED
(Exact name of registrant as specified in its charter)

Delaware

0-9286

56-0950585

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

4100 Coca-Cola Plaza, Charlotte, North Carolina 28211
(Address of principal executive offices) (Zip Code)

(704) 557-4400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

On December 20, 2013, Coca-Cola Bottling Co. Consolidated (the “Company”) and The Coca-Cola Company, by and through
its Coca-Cola North America division (“CCNA”), entered into the 2014 Incidence Pricing Letter Agreement (the “Agreement”) for
all sparkling beverages of The Coca-Cola Company that are bottler-produced for which the Company purchases concentrate from
The Coca-Cola Company, FUZE Refreshments (Coldfill only) and Minute Maid Adult Refreshments (Coldfill only) (collectively,
the “Brands”). The Agreement will not apply to concentrate that the Company uses to manufacture finished goods for resale to
CCNA or to authorized Coca-Cola bottlers that are not owned and controlled by the Company.
During its term, which shall be for a minimum of two years beginning on January 1, 2014 and ending on December 31, 2015,
the pricing of the concentrates for the Brands will be governed by the Agreement rather than the Cola and Allied Beverage
Agreements, which are defined and described in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 30, 2012. The incidence prices that The Coca-Cola Company will charge under the Agreement for the concentrates
purchased by the Company will be impacted by a number of factors, including the incidence rate for the Brands in effect from time
to time, the Company’s pricing and sales of finished products that are covered by the Agreement, the channels in which the finished
products covered by the Agreement are sold by the Company and the package mix of the Brands sold by the Company.
The Coca-Cola Company must give the Company at least 90 days’ written notice before changing the incidence rate, in which
event the Company has the right to terminate the Agreement by giving notice to The Coca-Cola Company not less than 15 days prior
to the date the change in incidence rate is scheduled to take effect. The Company further has the right to terminate the Agreement at
the end of the next calendar quarter by giving 30 days’ written notice if The Coca-Cola Company offers a materially different
incidence pricing agreement to any other bottler of the Brands.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the contents of
such Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The business of the Company consists primarily of the production, marketing and distribution of nonalcoholic beverage
products of The Coca-Cola Company in the territories the Company currently serves. Accordingly, the Company engages routinely
in various transactions with The Coca-Cola Company.
The Coca-Cola Company also owns approximately 35% of the outstanding common stock of the Company, which represents
approximately 5.0% of the total voting power of the Company’s common stock and class B common stock voting together. The
Coca-Cola Company also has a designee serving on the Company’s Board of Directors. For more information about the relationship
between the Company and The Coca-Cola Company, see the description thereof included under “Related Person Transactions” in
the Company’s Notice of Annual Meeting and Proxy Statement for the Company’s 2013 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission (the “SEC”) on March 27, 2013.

Item 8.01.

Other Events.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2013, the Company
and The Coca-Cola Company entered into a non-binding letter of intent dated April 15, 2013 (the “LOI”) pursuant to which CocaCola Refreshments USA, Inc., a wholly-owned subsidiary of The Coca-Cola Company (“CCR”), will grant the Company certain
exclusive rights for the distribution, promotion, marketing and sale of The Coca-Cola Company-owned and -licensed products in
certain territories currently served by CCR located in eastern Tennessee and central Kentucky (the “Territory Grants”). The LOI also
addresses certain other matters with respect to the Territory Grants, including the sale by CCR to the Company of certain third-party
brand distribution rights and certain distribution assets and working capital relating to these acquired territories, all of which matters
are described in the Company’s Current Report on Form 8-K filed with the SEC on April 16, 2013.
The parties are continuing to negotiate and expect to execute definitive agreements for the proposed transaction described in
the LOI in the first quarter of 2014 and to complete a series of closings by the end of 2014 or early 2015 to effect the proposed
transaction. The parties’ expectations are subject, however, to future events and uncertainties, and there is no assurance that the
definitive agreements will be reached and the closings of the proposed transaction will occur.
Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.
10.1

2014 Incidence Pricing Letter Agreement, dated December 20, 2013, between the Company and The
Coca-Cola Company, by and through its Coca-Cola North America division.

Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
COCA-COLA BOTTLING CO. CONSOLIDATED
(REGISTRANT)
Date: December 26, 2013

BY:

/s/ James E. Harris
James E. Harris
Principal Financial Officer of the Registrant
and
Senior Vice President, Shared Services
and
Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
Date of Event Reported:
December 20, 2013

Commission File No:
0-9286
COCA-COLA BOTTLING CO. CONSOLIDATED
EXHIBIT INDEX

Exhibit
No.

Exhibit Description

10.1

2014 Incidence Pricing Letter Agreement, dated December 20, 2013, between the Company and The Coca-Cola
Company, by and through its Coca-Cola North America division.
Exhibit 10.1

December 19, 2013
James E. Harris
Senior Vice-President and Chief Financial Officer
Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, NC 28211
Re: Incidence Pricing Agreement
Dear Jamie:
This letter confirms our plans to enter into an incidence pricing program (the “Program”) with Coca-Cola Bottling Co. Consolidated
(“Bottler”) starting in 2014 for the Term defined below. The Program described below applies only to concentrate that the Bottler
purchases from CCNA for producing the beverages under the “Brands” listed in Attachment A that ultimately will be sold as
finished goods to your customers who resell the finished goods directly or indirectly to retailers and consumers who are located in
the respective authorized territories for the Brands, as permitted in the respective agreements between The Coca-Cola Company
(“Company”) or by and through CCNA and the Bottler for the Brands (“Covered Sales”). The Program described below will not
apply to concentrate that the Bottler purchases from CCNA that is used to manufacture finished goods for resale to CCNA or to
authorized Coca-Cola bottlers that are not owned and controlled by the Bottler (“Excluded Sales”).
1. The Brands will include the following Company beverages that are bottler-produced:
•

All Sparkling beverages (e.g., Coca-Cola, diet Coke, Sprite, etc.)

•

FUZE Refreshments (Coldfill only) and Minute Maid Adult Refreshment (Coldfill only)

Aluminum bottles and all TCCC products imported from Mexico in glass bottles will be excluded from the brands.
2. The Program shall be for a minimum of two (2) years beginning on January 1, 2014, and shall end on December 31, 2015, unless
terminated earlier by either party as permitted herein (the “Term”). Either party may terminate the Program effective at the end of
any calendar year (i.e., on December 31) by giving not less than fifteen (15) days written notice to the other party prior to the end of
such calendar year. In addition, Bottler may terminate this Agreement pursuant to Paragraphs 3 and/or 5.f below.
3. During the Term, both parties temporarily waive the pricing provisions, including “most favored nations” provisions relating to
pricing, if any, for each of the Brands listed in Attachment A that are contained in the agreements between them for those Brands
(the “Existing Contracts”), and both parties agree that the pricing for the Brands shall be governed by this Agreement during the
Term. In agreeing to this waiver, the parties acknowledge that Botter is relying on the fact that The Company by and through CCNA
or Coca-Cola North America Group (collectively “CCNAG”) has offered this Program to all Coca-Cola bottlers in the United States
in substantially the same form and using substantially the same methodology as stated in this Agreement. If
Classified - Confidential

CCNAG offers a materially different incidence pricing program to any bottler, CCNAG will either make such program available to
Bottler or Bottler may terminate this Program effective at the end of the next calendar quarter by giving not less than thirty (30) days
written notice to CCNAG. However, the parties acknowledge that Other Participating Bottlers (as defined below) will have different
Incidence Rates and that such differences shall not be deemed a material difference in incidence pricing programs. CCNAG will
continue to publish prices for the Brands in accordance with the terms of the Existing Contracts, but such published prices shall be
informational only and shall not apply during the Term, unless this Agreement is terminated early as permitted in this Agreement.
4. During the Term, CCNAG will bill Bottler for concentrate at the standard billing prices (“SBPs”) by Brand category that are
communicated annually by CCNAG to Bottler. SBPs will change no more than once per year. At the end of each Program year,
CCNAG shall be free to change the SBPs for the next year by giving 30 days notice to Bottler. This is a billing price and does not
reflect the incidence price (see Paragraph 5 below). CCNAG shall charge the same SBPs to every bottler that elects to participate in
an incidence pricing program substantially similar to this Program during the Term (“Other Participating Bottlers”), before taking
account of any funding that Bottler or Other Participating Bottlers may elect to net pursuant to Paragraph 5.i below.
5. Within 15 days after the end of each calendar quarter, i.e., March 31, June 30, September 30, and December 31, CCNAG will
calculate an effective “Incidence Pricing Revenue” (“IPR”) for each category, as follows.
a.

The Bottler will calculate its Dead Net Net Selling Income (“DNNSI”) during the preceding quarter for Covered
Sales of each Brand and multiply the DNNSI by the “Incidence Rate” for that Brand to yield an IPR for each
Brand. The sum of these IPRs is the Total IPR for that quarter.

b.

“DNNSI” in general shall equal “Revenue less CCF/CMA/CTM/Rebates”. During the Program, the Bottler will use
the same process to calculate DNNSI for all of the quarters of the program. Bottler will not alter the process or
definition of DNNSI during the Program. For auditing purposes, Bottler will provide copies (hard or electronic) of
the results of their sales systems (e.g., Margin Minder) to CCNAG.

c.

New Government Legislation DNNSI Adjustment:
In the event that a Bottler enters into the Program and has Covered Sales in geographies where the following items
occur, an adjustment will be made to DNNSI for the change in:
1.

The increased or new handling fees in states where the law requires container deposits

2.

The new or expanded escheat tax taking in states with container deposit laws related to unclaimed bottle
deposits that are required to be remitted to the state

3.

If a State adopts new container deposit laws

Bottler DNNSI can be adjusted to take into account the addition on these items.
Page 2

d.

The starting Incidence Rate for the Brands shall be communicated by CCNAG to the Bottler at the beginning of the
Program. Each bottler will have its own Incidence Rate, and this rate may vary across bottlers.

e.

At the end of each year of the Program, CCNAG will review with the Bottler, and potentially adjust, Bottler’s
Incidence Rate for the next year of the Program with the Bottler. CCNAG will give not less than forty-five
(45) days written notice of any changes to the Incidence Rate.

f.

In addition to the annual review of the Incidence Rate described in the preceding Paragraph 5.e, CCNAG may
change the Incidence Rate at any time by giving not less than 90 days prior written notice to Bottler. Should
CCNAG give notice of its intent to change the Incidence Rate pursuant to this Paragraph 5.f, Bottler shall have the
right to terminate this Program by giving written notice to CCNAG not less than 15 days prior to the date the
change in Incidence Rate is scheduled to take effect.

g.

In order to help inform the calculations and decisions for Paragraphs 5.e and 5.f above, the Bottler and CCNAG
may mutually elect and agree to share yearly category P&L information to the Operating Income level with each
other. Based upon this information, CCNAG may use a variety of economic indicators such as Bottler Revenue
Growth, GP margin, OI margin, and ROIC to inform, but not prescribe, potential adjustments to the Incidence Rate
(e.g., keep IR same, increase IR, or decrease IR) for each of the Brands stated in Paragraph 1.

h.

Should CCNAG add or change the formula or sweetener system for any Brand during the Term, CCNAG and the
bottler will mutually determine whether to include the affected Brand in the Program or whether to exclude the
affected Brand and price it pursuant to the Existing Contracts.

i.

At the Bottler’s option, sales of the Brands to customers in the full service vending channel may be excluded from
Covered Sales. If Bottler elects this option at outset of Program, may not be changed except by mutual consent.
If the Bottler elects to exclude sales in the full service vending channel from Covered Sales under this agreement,
the Bottler will agree to provide CCNAG with a report periodically upon request detailing the volume and DNNSI
of sales of Brands sold through the full service vending channel. The purpose of this report is to enable the
financial reconciliation process between CCNAG and the Bottler. Bottler shall provide this report within 10 days of
the receipt of the request from CCNAG. Bottler shall also agree to supply CCNAG with the underlying detail of
which customers comprise the full service channel, and that the underlying categorization of full service customers
shall remain consistent when reporting volume and DNNSI to CCNAG for the duration of this agreement.
Page 3

6. Settlement Process (as reflected in Attachment C):
a)

Settlement for Each Current Quarter:
See Paragraph 5 above for data requirements. The Bottler and CCNAG shall reconcile the amounts that Bottler has
actually paid to CCNAG for concentrate billed at the SBP for each Brand (the “Total Standard Pricing Revenue” or
“Total SPR”) during the same period of current quarter, against the Total IPR calculated above for current quarter.
If the Total SPR is less than the Total IPR, the Bottler shall pay the difference to CCNAG no later than 30 days
after the end of current quarter, if the Total SPR is more than the Total IPR, CCNAG shall pay the difference to the
Bottler no later than 30 days after the end of current quarter.

b)

Quarterly Retroactive Adjustment in Quarters 2 through 4
In order to make adjustments to DNNSI that are not included in previous quarter(s)’s settlements but attributable to
previous quarter(s) of current calendar year, and to adjust the settlement amount between the parties, Bottler shall
provide CCNA , together with volume and DNNSI numbers for current quarter, the year to date (“YTD”) volume
and DNNSI numbers calculated according to Paragraph 5 above.
In each Quarter 2, 3 and 4, Bottler and CCNA shall recalculate Total SPR, Total IPR for prior quarter(s) of current
calendar year, as well as the discrepancy between (the “Revised Incidence Pricing Settlement”) using the DNNSI
number up to the end of the last quarter (i.e. the YTD DNNSI less DNNSI for current quarter). Any variance
between the Revised Incidence Pricing Settlement and the settlement amount that the parties have actually paid up
to last quarter will be included in and paid together with the settlement amount for current quarter as calculated
under Paragraph 5(a) above.

c)

Final Retroactive Adjustment
At the end of Quarter 1 of the following calendar year, Bottler and CCNAG shall make final adjustment to
Incidence Pricing settlement for the entire current calendar year (.e.g., the final settlement adjustment for year 2014
will be calculated at the end of Q1 2015). Bottler and CCNAG shall recalculate Total SPR, Total IPR as well as the
Revised Incidence Pricing Settlement, using the DNNSI number for the entire current calendar year. Any variance
between the Revised Incidence Pricing Settlement and the settlement amount that the parties have actually made
during current calendar year will be paid no later than 30 days after the end of Quarter 3 for CCF/CTM adjustments
of the following calendar year. Thereafter, no further adjustment to the Incidence Pricing settlement shall be made
for current calendar year.

7. Both parties shall be entitled to review the other’s calculations and all relevant underlying records upon written request.
Page 4

8. Within two weeks of the end of every quarter, the Bottler will provide CCNAG package level data for volume, gross
revenue, and CCF/CTM/CMA/Rebates for all of the Brands covered in the Program.
9. The Bottler will make changes as needed to the views in its Route Settlement System (e.g., Margin Minder or other mutually
agreeable system) to reflect the effective COGS under this Program, and will use reasonable efforts to ensure that its key
decision makers will have access to the incidence pricing view in Margin Minder or other system, or make such other changes
that may be reasonably required in order to ensure that Bottler employees with financial decision-making responsibility have
access to Bottler’s effective COGS under this Program when making decisions in the performance of their duties.
10. The parties will meet on a timely basis to jointly develop a mutually agreeable reporting and review process.
11. Bottler will share with CCNAG in a timely fashion its annual and quarterly forecasting information for the average prices it
expects to charge for each of the Brands by package, to the extent that Bottler maintains such information in the ordinary
course of its business.
12. The purpose of this Program is to determine the feasibility and effectiveness of implementing an alternative pricing system.
Characteristics of this Program may or may not be extended past the end of the Program specified in Paragraph 2, and any such
extensions must be achieved by mutual agreement.
13. Attached as Attachment B is a form of Confidentiality Agreement that shall govern this Agreement and the information
shared between the parties pursuant to this Agreement.
14. Rights of Reversion. If either Bottler or CCNAG terminates this agreement as permitted in Paragraphs 2, 3, and 5.f above,
the parties will reconcile Total SPR against Total IPR as provided in paragraph 6 through the end of the Term. Beginning on the
first day of the quarter following the expiration or termination of this Agreement, CCNAG will resume charging prices to
Bottler for the Brands in accordance with the terms of the Existing Contracts. Nothing in this Agreement shall be deemed to
modify, change or amend the interpretation of the Existing Contracts or the parties’ respective rights and obligations thereunder
following termination or expiration of this Agreement.
Page 5

If this letter accurately sets forth our understanding and agreement, please sign below and return one copy to me for our files.
Sincerely,
/s/ Brian Hannafey
Brian Hannafey
Vice President, Franchise Relations Finance
Coca-Cola North America Group
AGREED this 20 day of Dec, 2013:
BOTTLER
By: /s/ James E. Harris
Printed Name: James E. Harris
Title: CFO
cc:
Page 6

ATTACHMENT A
North America Brands
Product

Coca-Cola
CF Coca-Cola
Vanilla Coke
Cherry Coca-Cola

Diet Coke
CF diet Coke
Coke Zero
CF Coke Zero
Diet Coke with Splenda
Vanilla Coke Zero
Diet Cherry Coke
Cherry Coke Zero
Diet Coke with Lime

TAB

Sprite
Diet Sprite Zero
Diet Sprite Zero*
Sprite Cranberry

Sprite Zero Cranberry

Fresca
Fresca Peach
Fresca Black Cherry

Pibb Xtra
Pibb Zero
Pibb Zero*

Mello Yello
Mello Yello Zero

Product

Barq’s:
Root Beer
French Vanilla Crème Soda
Caffeine Free Root Beer
Red Crème Soda
Diet Root Beer
Diet French Vanilla Crème Soda
Diet Red Creme Soda

Fanta:
Orange
Grape
Grapefruit
Strawberry
Pineapple
Apple
Apple*
Fruit Punch
Peach
Club Soda
Tonic Water
Fanta Zero Orange

Fanta Zero Orange*

Delaware Punch
Delaware Punch*

Red Flash
Northern Neck:
Ginger Ale
Diet Ginger Ale
Seagram’s
Ginger Ale
Diet Ginger Ale
Raspberry Ginger Ale
Diet Raspberry Ginger Ale
Club Soda
Tonic Water
Diet Tonic Water
Sparkling Water Key Lime Seltzer
Sparkling Water White Peach Seltzer
Sparkling Water Orange Citrus Seltzer
Sparkling Black/Raspberry Seltzer
Non Flavored Seltzer

Product

Fuze Iced Tea Lemon
Fuze Strawberry Lemonade
Fuze Half Tea Half Lemonade
Fuze Iced Tea Strawberry Red Tea
Fuze Iced Tea Honey Ginseng Green Tea
Fuze Iced Tea Honey Ginseng Green Tea*
Fuze Berry Punch
Fuze Sweet Tea
Fuze Diet Lemon Tea

Minute Maid Refreshment
Lemonade
Fruit Punch
Pink Lemonade
Orangeade
Peach
Light Lemonade
Light Raspberry Passion
Light Orangeade
Note:
Asterisk (*) The product has 2 different yields and/or throws
Fanta
Fanta Zero Orange

KIT OR/D-1005.50 4UN

Fanta Zero Orange*
Fanta Apple
Fanta Apple*

KIT OR/D-1005.52 4UN
KIT AP-410.00 4UN
KIT AP-492.00 4UN / KIT AP-500.00 4UN

Sprite Zero
diet Sprite Zero
diet Sprite Zero*

KIT SP/D-58.06 4UN
KIT SP/D-137.50 4UN

Pibb
Pibb Zero
Pibb Zero*

KIT MP/D-10.50 16UN (NEW)
KIT MP/D-12.50 16UN

Delaware Punch
Delaware Punch
Delaware Punch*

KIT CH-15.00 20UN
KIT CH-149.00 20UN

ATTACHMENT B
Confidentiality Agreement
THIS CONFIDENTIALITY AGREEMENT is made and entered into as of the 19th day of December 2013, by and between
Coca-Cola Bottling Company of BOTTLER (“Bottler”) and THE COCA-COLA COMPANY, a Delaware corporation, by and
through its Coca-Cola North America Group (“KO”), under the following circumstances:
A. KO has requested that Bottler allow KO access to certain of Bottler’ data systems to obtain nonpublic information
concerning sales of beverages by Bottler and its affiliates in North America, including its commonwealths, territories and
possessions. This information will include (without limitation) the identity of individual accounts and show all products sold under
license from KO, sales volume, invoice prices, allowances and discounts. The information described in the preceding sentence is
referred to in this Agreement as the “Confidential Information.”
B. Bottler is willing to and agrees to allow certain KO employees to have such access to the Confidential Information, provided
that KO and KO employee serving as Vice President, Coca-Cola North America Group Franchise Relations Finance or such position
with comparable responsibilities (“Employee”) agree to the restrictions on the use and disclosure of the Confidential Information as
provided in this Agreement.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable legal consideration, the parties agree as
follows:
1. Non-disclosure. KO agrees, and agrees to cause the Employee, to use the Confidential Information only for the internal
purposes of KO, and, except as permitted by Section 5 of this Agreement, shall make no disclosure whatsoever of any Confidential
Information.
2. Restricted Access. KO agrees, and agrees to cause Employee, to restrict access to the Confidential Information (in any form)
only to other KO employees meeting all of the following criteria: (a) the KO employee has a need to know this information; and
(b) the KO employee has been approved by an authorized KO official (i.e., above Director level) to have access to the Confidential
Information.
3. No Warranty. The Confidential Information to which KO and the Employee is being allowed access is prepared in the
ordinary business operations of Bottler and is believed to reflect correctly the records of Bottler and its affiliates at the date it is
entered into the data system, but any express or implied warranty that the Confidential Information is accurate or complete is
specifically disclaimed by Bottler. Bottler shall have no liability to KO or the Employee for KO’s or the Employee’s use of or
reliance on the Confidential Information.

4. Insider Trading. KO acknowledges, and agrees to cause the Employee to acknowledge, that the information could, under
some circumstances, be material nonpublic information relating to Bottler, and that the use of such information in the purchase or
sale of the securities of Bottler could, under those circumstances, subject the person responsible for the purchase or sale of such
securities to liability under relevant securities laws and regulations.
5. Exclusions from Confidential Information. The following information shall not be considered as “Confidential Information”
under this Agreement:
(a) Information which is, or subsequently may become, generally available to the public as a matter of record through no
fault of KO or the Employee;
(b) Information which KO can show was previously known to it as a matter of record at the time of receipt;
(c) Information which may subsequently be obtained from a third party (i) who received the information lawfully and
from a disclosing party who was under no duty to keep such information confidential; and (ii) who obtained the information through
no fault of KO or the Employee;
(d) Information which may subsequently be developed by KO or the Employee independently of any disclosure of
Confidential Information from Bottler hereunder;
(e) Information which is required to be disclosed pursuant to the requirement of a government agency or by operation of
law, subsequent to prior consultation with Bottler’ legal counsel.
6. Legal Process. KO agrees, and agrees to cause Employee, to notify Bottler immediately if either becomes subject to legal
process compelling them to disclose Confidential Information, so that Bottler may seek a protective order or other appropriate
remedy. If legally compelled to disclose the Confidential Information, KO agrees and agrees to cause Employee to furnish only that
portion of the Confidential Information which is legally required to be disclosed.
7. Termination. Either party may terminate this Agreement for any reason by giving not less than ninety (90) days prior written
notice.

8. Effect on Other Agreements. Nothing in this Agreement shall be deemed to modify, amend or waive any rights either party
may have under any bottling or distribution agreement between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Coca-Cola Bottling Company of BOTTLER
By: /s/ James E. Harris
THE COCA-COLA COMPANY by and through its
Coca-Cola North America Group
Signature:

/s/ Brian Hannafey
Authorized Signing Officer

Printed Name: Brian Hannafey
VP Finance Franchise Relations
Authorized Signing Officer
Signature:
Witness
Printed Name:
Witness

ATTACHMENT C
Settlement Process

* Note: CTM closeout will occur by Q3 of the following year.

Coca Cola Consoldiated incidence pricing agreement with Coca Cola

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