KO Coca Cola Company

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 49)*

 

Coca-Cola Consolidated, Inc.

(Name of Issuer)

 

Common Stock, Par Value $1.00 Per Share

(Title and Class of Securities)

 

191098102

(CUSIP Number)

 

Moncia Howard Douglas

Executive Vice President and Global General 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)

 

May 6, 2024

(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 29.7%
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 29.7%
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 29.7%
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 29.7%
14	TYPE OF REPORTING PERSON* CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT

This Amendment No. 49 amends and supplements the original Schedule 13D filed on May 18, 1987 by The Coca-Cola Company (“TCCC”), as amended by Amendments 1 through 48 (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:

 

On May 6, 2024, Coca-Cola Consolidated, Inc., a Delaware corporation (“Coke Consolidated”), announced that it was conducting a “Dutch auction” self-tender offer to purchase for cash shares of Common Stock for an aggregate purchase price of not more than $2,000,000,000, subject to the terms and conditions thereof (the “Tender Offer”).

 

On May 6, 2024, prior to Coke Consolidated’s announcement of the Tender Offer, Carolina Coca-Cola Bottling Investments, Inc., a Delaware corporation and an indirect wholly owned subsidiary of TCCC (“Seller”), and Coke Consolidated entered into a purchase agreement (the “2024 Purchase Agreement”), pursuant to which Coke Consolidated agreed to purchase shares of Common Stock from Seller. Under the terms of the 2024 Purchase Agreement, Coke Consolidated agreed to purchase from Seller a number of shares of Common Stock (the “Seller Shares”) that will cause Seller to beneficially own 21.5% of the issued and outstanding shares of Common Stock (calculated assuming all issued and outstanding shares of Class B Common Stock are converted into Common Stock) immediately following the Closing (as defined in the 2024 Purchase Agreement) (the “Seller Shares”). During the pendency of the 2024 Purchase Agreement, Seller has agreed that it will not, and will cause its affiliates not to, purchase or sell any shares of Common Stock (including any sale of shares in the Tender Offer), except pursuant to the 2024 Purchase Agreement. The Closing under the 2024 Purchase Agreement is subject to certain conditions, including the closing of the Tender Offer and, in the case of Seller’s obligation to close, the purchase price per share in the Tender Offer not being less than $925, and will occur on the eleventh business day following the expiration date of the Tender Offer.

 

In connection with the 2024 Purchase Agreement, TCCC, Seller (together with TCCC, the “Shareholder”), Coke Consolidated and J. Frank Harrison, III entered into the First Amendment to Amended and Restated Stock Rights and Restrictions Agreement, dated as of May 6, 2024 (the “Stock Rights Agreement Amendment”). Pursuant to the terms of the Stock Rights Agreement Amendment, TCCC will retain its right to nominate a person to sit on the Coke Consolidated board of directors, for so long as Shareholder holds, directly or indirectly, an aggregate number of shares of Common Stock at least equal to the Post Closing Seller Shares. The “Post Closing Seller Shares” shall be calculated as the number of shares of Common Stock held by Seller immediately after the Closing, as such number may be adjusted as set forth in the Stock Rights Agreement Amendment (the “Minimum Amount”). In addition, as long as Shareholder beneficially owns, directly or indirectly, the Minimum Amount, Coke Consolidated has agreed to provide Shareholder certain preemptive rights under which, in the event that Coke Consolidated proposes to issue shares of Common Stock or Class B Common Stock (other than pursuant to equity incentive plans or similar executive compensation arrangements of Coke Consolidated) and such sale or issuance would cause Shareholder to beneficially own less than 21.5% of the aggregate issued and outstanding shares of Common Stock (calculated assuming all issued and outstanding shares of Class B Common Stock are converted into Common Stock), Shareholder will be afforded the opportunity to purchase or otherwise acquire from Coke Consolidated, for the same price and on the same terms as such shares of Common Stock or Class B Common Stock are offered (provided, however, that if the shares of Common Stock or Class B Common Stock are being sold or issued in exchange for anything other than cash, the Board of Directors of Coke Consolidated shall make a good faith determination of the equivalent cash purchase price to be paid by Shareholder), the number of shares of Common Stock that would result in Shareholder beneficially owning 21.5% of the aggregate issued and outstanding shares of Common Stock (calculated assuming all issued and outstanding shares of Class B Common Stock are converted into Common Stock) immediately after the closing of such transaction.

 

The foregoing descriptions of the 2024 Purchase Agreement and Stock Rights Agreement Amendment are only a summary and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 99.2 and 99.3 to this Amendment No. 49 to the Schedule 13D and incorporated herein by reference. 

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 TCCC 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 29.7% of the outstanding shares of Common Stock based upon 8,368,993 shares of Common Stock outstanding on March 18, 2024.

Item 7.    Material to be Filed as Exhibits

 

				Incorporated By
Exhibit		Name		Reference To
Exhibit 99.1		Directors, Officers and Managers of the Reporting Persons		Filed herewith
Exhibit 99.2		Purchase Agreement, dated as of May 6, 2024, by and between Coca-Cola Consolidated, Inc. and Carolina Coca-Cola Bottling Investments, Inc.		Exhibit 10.1 of Coca-Cola Consolidated, Inc.’s Current Report on Form 8-K filed on May 6, 2024.
Exhibit 99.3		First Amendment to Amended and Restated Stock Rights and Restrictions Agreement, dated as of May 6, 2024, by and among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., Coca-Cola Consolidated, Inc. and J. Frank Harrison, III		Exhibit 10.2 of Coca-Cola Consolidated, Inc.’s Current Report on Form 8-K filed on May 6, 2024.

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/ John Murphy
Date: May 6, 2024	Name: John Murphy Title: President and Chief Financial Officer
	THE COCA-COLA TRADING COMPANY LLC
	By:	/s/ Mark D. Harris
Date: May 6, 2024	Name: Mark D. Harris    Title: Vice President
	COCA-COLA OASIS LLC
	By:	/s/ Mark D. Harris
Date: May 6, 2024	Name: Mark D. Harris    Title: Vice President
	CAROLINA COCA-COLA BOTTLING INVESTMENTS, INC.
	By:	/s/ Mark D. Harris
Date: May 6, 2024	Name: Mark D. Harris Title: Vice President

Exhibit Index

 

				Incorporated By
Exhibit		Name		Reference To
Exhibit 99.1		Directors, Officers and Managers of the Reporting Persons		Filed herewith
Exhibit 99.2		Purchase Agreement, dated as of May 6, 2024, by and between Coca-Cola Consolidated, Inc. and Carolina Coca-Cola Bottling Investments, Inc.		Exhibit 10.1 of Coca-Cola Consolidated, Inc.’s Current Report on Form 8-K filed on May 6, 2024.
Exhibit 99.3		First Amendment to Amended and Restated Stock Rights and Restrictions Agreement, dated as of May 6, 2024, by and among The Coca-Cola Company, Carolina Coca-Cola Bottling Investments, Inc., Coca-Cola Consolidated, Inc. and J. Frank Harrison, III		Exhibit 10.2 of Coca-Cola Consolidated, Inc.’s Current Report on Form 8-K filed on May 6, 2024.

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 Consolidated, Inc. 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 and director 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
James Quincey*		Chief Executive Officer and Chairman of the Board of Directors of The Coca-Cola Company Mr. Quincey is a citizen of the United Kingdom
Herbert A. Allen, III		President of Allen & Company LLC, a private investment banking firm		Allen & Company LLC 711 Fifth Avenue New York, NY 10022
Marc Bolland		Senior Advisor, Blackstone Group International Partners LLP (Blackstone Europe) Mr. Bolland is a citizen of the Netherlands		Blackstone Group International Partners LLP 40 Berkeley Square London W1J 5AL - UK
Ana Botín		Executive Chair of Banco Santander, S.A., a leading retail and commercial bank with a global presence based in Spain Ms. Botín is a citizen of Spain		Banco Santander, S.A. Avda. Cantabria, s/n Edif. Pereda 28660, Bocadilla del Monte (Madrid) Spain
Christopher C. Davis		Chairman of Davis Selected Advisers, L.P., an independent investment management firm		Davis Selected Advisers, L.P. 620 5th Avenue 3rd Floor New York, NY 10020

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Barry Diller		Chairman and Senior Executive of IAC Inc., a leading media and internet company, and Expedia Group, Inc., an online travel company		IAC Inc. 555 West 18th Street New York, New York 10011
Carolyn Everson		Senior Advisor, Permira, a global investment firm
Helene D. Gayle		President, Spelman College, a leading liberal arts college		Spelman College 350 Spelman Lane S.W. Atlanta, GA 30314-4339
Thomas S. Gayner		Chief Executive Officer, Markel Group Inc., a holding company comprised of diverse businesses		Markel Group Inc. 4521 Highwoods Parkway Glen Allen, VA 23060
Alexis M. Herman		Chair and Chief Executive Officer of New Ventures, LLC, a risk management consulting firm		New Ventures, LLC 633 Pennsylvania Avenue NW 3rd Floor Washington, D.C. 20004
Maria Elena Lagomasino		Chief Executive Officer and Managing Partner of WE Family Offices, a global family office serving high net worth families		WE Family Offices Rockefeller Center 1270 Avenue of the Americas Suite 2108 New York, NY 10020
Amity Millhiser		Former Partner and Vice Chair of PricewaterhouseCoopers LLP, an international professional services firm
Caroline Tsay		Technology Company Advisor/Limited Partner of Venture Capital Funds
David B. Weinberg		Chairman and Chief Executive Officer of Judd Enterprises, Inc., a private investment management office		Judd Enterprises, Inc. 401 N. Michigan Ave Suite 3050 Chicago, IL 60611

EXECUTIVE OFFICERS OF THE COCA-COLA COMPANY

 

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
James Quincey		Chairman and Chief Executive Officer of The Coca-Cola Company Mr. Quincey is a citizen of the United Kingdom
Manolo Arroyo		Executive Vice President and Global Chief Marketing Officer of The Coca-Cola Company Mr. Arroyo is a citizen of Spain
Henrique Braun		Executive Vice President and President, International Development of The Coca-Cola Company Mr. Braun is a citizen of Brazil and the United States
Lisa Chang		Executive Vice President and Global Chief People Officer of The Coca-Cola Company
Monica Howard Douglas		Executive Vice President and Global General Counsel of The Coca-Cola Company
Nikos Koumettis		President, Europe operating unit of The Coca-Cola Company Mr. Koumettis is a citizen of Cyprus
Jennifer K. Mann		Executive Vice President and President, North America operating unit of The Coca-Cola Company
John Murphy		President and Chief Financial Officer of The Coca-Cola Company Mr. Murphy is a citizen of Ireland
Beatriz Perez		Executive Vice President and Global Chief Communications, Sustainability and Strategic Partnerships Officer of The Coca-Cola Company
Bruno Pietracci		President, Latin America operating unit Mr. Pietracci is a citizen of Brazil and Italy
Nancy Quan		Executive Vice President and Global Chief Technical and Innovation 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 Consolidated, Inc. 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
Stacy L. Apter*		Senior Vice President and Treasurer, Head of Corporate Finance of The Coca-Cola Company
Mark D. Harris*		Senior Vice President, General Tax Counsel and Assistant Treasurer of The Coca-Cola Company
Erin L. May*		Senior Vice President and Controller of The Coca-Cola Company

EXECUTIVE OFFICERS OF THE COCA-COLA TRADING COMPANY LLC

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Stacy L. Apter		Senior Vice President and Treasurer, Head of Corporate Finance of The Coca-Cola Company; Vice President and Treasurer of The Coca-Cola Trading Company LLC
Madison J. Barnett		Vice President and Senior Tax Counsel – North America of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC
Daniel Coe		President, Chief Procurement Officer of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC
Monica Howard Douglas		Executive Vice President and Global General Counsel of The Coca-Cola Company; Vice President and General Counsel of The Coca-Cola Trading Company LLC
Mark D. Harris		Senior Vice President, General Tax Counsel and Assistant Treasurer of The Coca-Cola Company; Vice President and General Tax Counsel of The Coca-Cola Trading Company LLC
Stephen A. Kremer		Senior Vice President, Deputy General Tax Counsel of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC

Erin L. May		Senior Vice President and Controller of The Coca-Cola Company; Vice President and Controller of The Coca-Cola Trading Company LLC
John Murphy		President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of The Coca-Cola Trading Company LLC   Mr. Murphy is a citizen of Ireland
Nancy Quan		Executive Vice President and Global Chief Technical & Innovation Officer of The Coca-Cola Company; President of The Coca-Cola Trading Company LLC
Robert A. Smith		Senior Director, Income Tax of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC
David W. Stowe		Senior Director, Financial Risk Management of The Coca-Cola Company; Vice President of The Coca-Cola Trading Company LLC
Mark Westfall		Senior Vice President and Chief Services Officer 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 Consolidated, Inc. 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
Stacy L. Apter*		Senior Vice President and Treasurer, Head of Corporate Finance of The Coca-Cola Company
Mark D. Harris*		Senior Vice President, General Tax Counsel and Assistant Treasurer of The Coca-Cola Company
Erin L. May*		Senior Vice President and Controller of The Coca-Cola Company

EXECUTIVE OFFICERS OF COCA-COLA OASIS LLC

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Stacy L. Apter		Senior Vice President and Treasurer, Head of Corporate Finance of The Coca-Cola Company; President, Chief Executive Officer, and Treasurer of Coca-Cola Oasis LLC
Madison J. Barnett		Vice President and Senior Tax Counsel – North America of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC
Monica Howard Douglas		Executive Vice President and Global General Counsel of The Coca-Cola Company; Vice President and General Counsel of Coca-Cola Oasis LLC
Mark D. Harris		Senior Vice President, General Tax Counsel and Assistant Treasurer of The Coca-Cola Company; Vice President and General Tax Counsel of Coca-Cola Oasis LLC
Stephen A. Kremer		Senior Vice President, Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC
Erin L. May		Senior Vice President and Controller of The Coca-Cola Company; Vice President and Controller of Coca-Cola Oasis LLC
Michelle Moorehead		Vice President, Licensing & Retail of The Coca-Cola Company; Vice President of Coca-Cola Oasis LLC
John Murphy		President and Chief Financial Officer of The Coca-Cola Company; Vice President and Chief Financial Officer of Coca-Cola Oasis LLC Mr. Murphy is a citizen of Ireland
Robert A. Smith		Senior Director, Income Tax of The Coca-Cola Company; Vice President 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 Consolidated, Inc. 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
Stacy L. Apter*		Senior Vice President and Treasurer, Head of Corporate Finance of The Coca-Cola Company
Mark D. Harris*		Senior Vice President, General Tax Counsel and Assistant Treasurer of The Coca-Cola Company
Erin L. May*		Senior Vice President and Controller of The Coca-Cola Company

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

NAME		PRINCIPAL OCCUPATION OR EMPLOYMENT		ADDRESS
Stacy L. Apter		Senior Vice President and Treasurer, Head of Corporate Finance of The Coca-Cola Company; Vice President, Treasurer and Assistant Secretary of Carolina Coca-Cola Bottling Investments, Inc.
Madison J. Barnett		Vice President and Senior Tax Counsel – North America of The Coca-Cola Company; Vice President of Carolina Coca-Cola Bottling Investments, Inc.
Monica Howard Douglas		Executive Vice President and Global General Counsel of The Coca-Cola Company; Vice President and General Counsel of Carolina Coca-Cola Bottling Investments, Inc.
Mark D. Harris		Senior Vice President, General Tax Counsel and Assistant Treasurer of The Coca-Cola Company; Vice President and General Tax Counsel of Carolina Coca-Cola Bottling Investments, Inc.
Stephen A. Kremer		Senior Vice President, Deputy General Tax Counsel of The Coca-Cola Company; Vice President of Carolina Coca-Cola Bottling Investments, Inc.
Erin L. May		Senior Vice President and Controller of The Coca-Cola Company; Vice President and Controller of Carolina Coca-Cola Bottling Investments, Inc.
John Murphy		President and Chief Financial Officer of The Coca-Cola Company; President and Chief Executive Officer of Carolina Coca-Cola Bottling Investments, Inc.   Mr. Murphy is a citizen of Ireland
Robert A. Smith		Senior Director, Income Tax of The Coca-Cola Company; Vice President of Carolina Coca-Cola Bottling Investments, Inc.

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