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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 45 added, 33 removed, 167 unchanged (32% of the section changed)

12 unchanged sentences

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As of December 31, 2019 , management has concluded that there have been no changes in our internal controls over financial reporting that occurred during our fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of December 31, 2020, management has concluded that there have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information not disclosed below that is required with respect to directors, executive officers and corporate governance is incorporated herein by reference, when filed, from our Proxy Statement .

Information required to be set forth hereunder has been omitted and will be incorporated by reference, when filed, from our Proxy Statement.

EXECUTIVE COMPENSATION

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The following financial statements are included in Part II, Item 8, "Financial Statements and Supplementary Data," in this Annual Report on Form 10-K:

Consolidated Statements of Income for the Periods

Consolidated Statements of Comprehensive Income for the Periods

• Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018.

• Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018.

• Consolidated Balance Sheets as of December 31, 2020 and 2019.

Consolidated Statements of Cash Flows for the Periods

Consolidated Statements of Changes in Stockholders' Equity for the Periods

Notes to Consolidated Financial Statements for the Periods and as of December 31, 2019 and 2018 .

• Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018.

• Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018.

• Notes to Consolidated Financial Statements for the years ended December 31, 2020, 2019 and 2018 and as of December 31, 2020 and 2019.

Schedules are omitted because they are not required or applicable, or the required information is included in the Consolidated Financial Statements or related notes.

See Index to Exhibits.

See Exhibit Index.

EXHIBIT INDEX

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Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.

effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporate herein by reference).

effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference).

Amended and Restated By-Laws of Keurig Dr Pepper Inc.

15 unchanged sentences

and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).

Second Supplemental Indenture, dated as of January 11, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on January 11, 2011) and incorporated herein by reference).

Third Supplemental Indenture, dated as of November 15, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).

3.20% Senior Note due 2021 (in global form), dated November 15, 2011, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).

Fourth Supplemental Indenture, dated as of November 20, 2012, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).

2.00% Senior Note due 2020 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).

Fourth Supplemental Indenture, dated as of November 20, 2012, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q (filed on July 30, 2020) and incorporated herein by reference).

2.70% Senior Note due 2022 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).

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Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference).

Tenth Supplemental Indenture, dated as of April 13, 2020, among Keurig Dr Pepper Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference).

3.20% Senior Notes Due 2030 (in global form), dated April 13, 2020 (included in Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference).

3.80% Senior Notes Due 2050 (in global form), dated April 13, 2020 (included in Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference).

Investor Rights Agreement by and among Keurig Dr Pepper Inc.

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LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).

Description of registered securities

Description of registered securities (filed as Exhibit 4.40 to the Company's Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).

Term Loan Agreement, dated as of February 8, 2019, among Keurig Dr Pepper Inc., the banks party thereto and JPMorgan Chase, Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on February 11, 2019) and incorporated herein by reference).

Credit Agreement, dated as of May 29, 2019, among Keurig Dr Pepper Inc., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on May 29, 2019) and incorporated herein by reference).

Credit Agreement, dated as of April 14, 2020, among Keurig Dr Pepper Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on April 15, 2020) and incorporated herein by reference).

Amended and Restated Employment Agreement, dated as of July 2, 2018, by and between Keurig Green Mountain, Inc.

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Severance Pay Plan for Executives, effective as of January 1, 2020.++

Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (retention incentive awards for certain of the Company’s Named Executive Officers) (filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q (filed on October 29, 2020) and incorporated herein by reference).++

Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019, amended and restated as of December 7, 2020 (retention incentive award for one of the Company’s Named Executive Officers).++

List of Subsidiaries of Keurig Dr Pepper Inc.

List of Guarantor Subsidiaries (filed as Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q (filed on June 30, 2020) and incorporated herein by reference).

Consent of Deloitte & Touche LLP

8 unchanged sentences

101* The following financial information from Keurig Dr Pepper Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Statements of Income for the years ended December 31, 2019 and 2018, three months ended December 31, 2017, and the fiscal year ended September 30, 2017, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018, three months ended December 31, 2017, and the fiscal year ended September 30, 2017, (iii) Consolidated Balance Sheets as of December 31, 2019 and 2018, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018, three months ended December 31, 2017, and the fiscal year ended September 30, 2017, (v) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2019 and 2018, three months ended December 31, 2017, and the fiscal year ended September 30, 2017, and (vi) the Notes to Condensed Consolidated Financial Statements.

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to the Audited Consolidated Financial Statements.

104* The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL.

12 unchanged sentences

/s/ Ozan Dokmecioglu

Gamgort Name:

Ozan Dokmecioglu

Chief Executive Officer, President and Executive Chairman of the Board of Directors

Chief Executive Officer, President and Executive Chairman of the Board of Directors Title:

Chief Financial Officer

1 unchanged sentence

Keurig Dr Pepper Inc.

February 27, 2020

February 25, 2021 Date:

February 25, 2021

1 unchanged sentence

/s/ Olivier Goudet

Stephens Name:

Olivier Goudet

Senior Vice President and Controller

Senior Vice President and Controller Title:

(Principal Accounting Officer)

February 27, 2020

February 25, 2021 Date:

February 25, 2021

/s/ Peter Harf

/s/ Peter Harf By:

/s/ Genevieve Hovde

Peter Harf Name:

Genevieve Hovde

February 27, 2020

/s/ Anna-Lena Kamenetzky

Anna-Lena Kamenetzky

Director Title:

February 25, 2021 Date:

February 25, 2021

/s/ Justine Tan By:

Justine Tan Name:

Director Title:

February 25, 2021 Date:

February 25, 2021

/s/ Pamela Patsley

/s/ Pamela Patsley By:

/s/ Gerhard Pleuhs

Pamela Patsley

Pamela Patsley Name:

Gerhard Pleuhs

February 27, 2020

Director Title:

February 25, 2021 Date:

February 25, 2021

/s/ Fabien Simon

/s/ Juliette Hickman By:

/s/ Robert Singer

Juliette Hickman Name:

Robert Singer

February 27, 2020

Director Title:

February 25, 2021 Date:

February 25, 2021

/s/ Dirk Van de Put

/s/ Dirk Van de Put By:

/s/ Larry Young

Dirk Van de Put

February 27, 2020

Dirk Van de Put Name:

Director Title:

February 25, 2021 Date:

February 25, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures