19. 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 June 30, 2013, The Coca-Cola Company had a 34.8% interest in the Company’s total 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.

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


	First Half
In Millions	2013			2012
Payments by the Company for concentrate, syrup, sweetener and other purchases	$	205.2		$	209.5
Marketing funding support payments to the Company		(21.3	)		(21.5	)

Payments by the Company net of marketing funding support	$	183.9		$	188.0
Payments by the Company for customer marketing programs	$	28.9		$	29.4
Payments by the Company for cold drink equipment parts		4.6			4.9
Fountain delivery and equipment repair fees paid to the Company		6.1			6.1
Presence marketing funding support provided by The Coca-Cola Company on the Company’s behalf		2.7			1.8
Payments to the Company to facilitate the distribution of certain brands and packages to other Coca-Cola bottlers		2.0			1.5

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 $30.7 million and $33.6 million in YTD 2013 and YTD 2012, respectively. Purchases from CCR under this arrangement were $21.3 million and $15.0 million in YTD 2013 and YTD 2012, respectively. In addition, CCR distributes one of the Company’s own brands (Tum-E Yummies). Total sales to CCR for this brand were $12.3 million and $12.0 million in YTD 2013 and YTD 2012, respectively.

Along with all 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 $0.2 million in both YTD 2013 and YTD 2012. Amounts due from CCBSS for rebates on raw materials were $4.7 million, $3.8 million and $3.5 million as of June 30, 2013, December 30, 2012 and July 1, 2012, respectively. CCR is also a member of CCBSS.

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 $69.2 million and $70.8 million in YTD 2013 and YTD 2012, respectively. The Company also manages the operations of SAC pursuant to a management agreement. Management fees earned from SAC were $.7 million and $.8 million in YTD 2013 and YTD 2012, respectively. The Company has also guaranteed a portion of debt for SAC. Such guarantee amounted to $23.9 million as of June 30, 2013. The Company’s equity investment in SAC was $4.1 million as of June 30, 2013, December 30, 2012 and July 1, 2012 and was recorded in other assets on the Company’s consolidated balance sheets.

The Company is a shareholder in two entities from which it purchases substantially all its requirements for plastic bottles. Net purchases from these entities were $39.9 million in YTD 2013 and $42.1 million in YTD 2012. 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 $13.7 million as of June 30, 2013. The Company’s equity investment in Southeastern was $20.8 million, $19.5 million and $19.5 million as of June 30, 2013, December 30, 2012 and July 1, 2012, respectively, and was recorded in other assets on the Company’s consolidated balance sheets.

The Company holds no assets as collateral against SAC or Southeastern 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 June 30, 2013 nor was there any impairment in 2012.

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 principal balance outstanding under this capital lease as of June 30, 2013, December 30, 2012 and July 1, 2012 was $23.2 million, $24.1 million and $25.0 million, respectively. Rental payments related to this lease were $1.8 million in both YTD 2013 and YTD 2012.

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 sole shareholder is J. Frank Harrison, III. The principal balance outstanding under this capital lease as of June 30, 2013, December 30, 2012 and July 1, 2012 was $24.0 million, $25.1 million and $26.1 million, respectively. Rental payments related to the lease were $2.0 million in both YTD 2013 and YTD 2012.