KDP 10-K Annual Report Dec. 31, 2017 | Alphaminr
Keurig Dr Pepper Inc.

KDP 10-K Fiscal year ended Dec. 31, 2017

KEURIG DR PEPPER INC.
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 18 Of The Notes To Our Audited Consolidated Financial StatementsNote 2 Of The Notes To Our Audited Consolidated Financial StatementsItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsNote 15 Of The Notes To Our Audited Consolidated Financial StatementsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataNote 3 Of The Notes To Our Audited Consolidated Financial StatementsNote 5 Of The Notes To Our Audited Consolidated Financial StatementsItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 7 Of The Notes To Our Audited Consolidated Financial StatementsNote 20 Of The Notes To Our Audited Consolidated Financial StatementsNote 8 Of The Notes To Our Audited Consolidated Financial StatementsNote 6 Of The Notes To Our Audited Consolidated Financial StatementsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors. Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules

Exhibits

2.1 Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc, dated as of May 1, 2008 (filed as Exhibit2.1 to the Company's Current Report on Form 8-K (filed on May5, 2008) and incorporated herein by reference). 2.2 Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K (filed on November 23, 2016) and incorporated herein by reference). 2.3 Amendment No. 1, dated as of January 31, 2017, to the Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.2 to the Companys Current Report on Form 8-K (filed on January 31, 2017) and incorporated herein by reference). 3.1 Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference). 3.3 Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference. 3.4 Amended and Restated By-Laws of Dr Pepper Snapple Group, Inc. effective as of January 25, 2016 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (filed January 25, 2016) and incorporated herein by reference). 4.1 Indenture, dated April30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as Exhibit4.1 to the Company's Current Report on Form 8-K (filed on May1, 2008) and incorporated herein by reference). 4.2 Form of 6.12% Senior Notes due 2013 (filed as Exhibit4.2 to, and included as Exhibit A-1 to Exhibit 4.1 to, the Company's Current Report on Form 8-K (filed on May1, 2008) and incorporated herein by reference). 4.3 Form of 6.82% Senior Notes due 2018 (filed as Exhibit4.3 to, and included as Exhibit A-2 to Exhibit 4.1 to, the Company's Current Report on Form 8-K (filed on May1, 2008) and incorporated herein by reference). 4.4 Form of 7.45% Senior Notes due 2038 (filed as Exhibit4.4 to, and included as Exhibit A-3 to Exhibit 4.1 to, the Company's Current Report on Form 8-K (filed on May1, 2008) and incorporated herein by reference). 4.5 Registration Rights Agreement, dated April30, 2008, between Dr Pepper Snapple Group, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA)Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA)LLC (filed as Exhibit4.5 to the Company's Current Report on Form 8-K (filed on May1, 2008) and incorporated herein by reference). 4.6 Registration Rights Agreement Joinder, dated May7, 2008, by the subsidiary guarantors named therein (filed as Exhibit4.2 to the Company's Current Report on Form 8-K (filed on May12, 2008) and incorporated herein by reference). 4.7 Supplemental Indenture, dated May7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein 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 May12, 2008) and incorporated herein by reference). 4.8 Second Supplemental Indenture dated March17, 2009, to be effective as of December31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit4.8 to the Company's Annual Report on Form 10-K (filed on March26, 2009) and incorporated herein by reference). 4.9 Third Supplemental Indenture, dated October19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor; Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit4.9 to the Company's Quarterly Report on Form 10-Q (filed November5, 2009) and incorporated herein by reference). 4.10 Fourth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantors under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit4.1 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference). 4.11 Indenture, dated as of December15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee (filed as Exhibit4.1 to the Company's Current Report on Form 8-K (filed on December23, 2009) and incorporated herein by reference). 4.12 Second Supplemental Indenture, dated as of January11, 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). 4.13 2.90% Senior Note due 2016 (in global form), dated January11, 2011, in the principal amount of $500million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on January 11, 2011) and incorporated herein by reference). 4.14 Third Supplemental Indenture, dated as of November15, 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). 4.15 2.60% Senior Note due 2019 (in global form), dated November15, 2011, in the principal amount of $250million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference). 4.16 3.20% Senior Note due 2021 (in global form), dated November15, 2011, in the principal amount of $250million (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). 4.17 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). 4.18 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). 4.19 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). 4.20 Fifth Supplemental Indenture, dated as of November 9, 2015, 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 10, 2015) and incorporated herein by reference). 4.21 3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). 4.22 4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). 4.23 Sixth Supplemental Indenture, dated as of September 16, 2016, 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 September 16, 2016) and incorporated herein by reference). 4.24 2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference). 4.25 Seventh Supplemental Indenture, dated as of December 14, 2016, 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 December 14, 2016) and incorporated herein by reference). 4.26 2.53% Senior Note due 2021 (in global form), dated December 14, 2016, in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). 4.27 3.13% Senior Note due 2023 (in global form), dated December 14, 2016, in the principal amount of $500,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). 4.28 3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). 4.29 4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). 4.30 Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index)), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit4.2 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference). 4.31 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). 4.32 Registration Rights Agreement, dated June 15, 2017, between Dr Pepper Snapple Group, Inc., the guarantors party thereto, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC (filed as Exhibit4.2 to the Company's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference). 10.1 Tax Sharing and Indemnification Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for the certain provision set forth therein, Cadbury plc, dated as of May1, 2008 (initially filed as Exhibit10.2 to the Company's Current Report on Form8-K (initially filed on May5, 2008), refiled as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (filed on May 6, 2010) solely for the purpose of including previously omitted exhibitsand incorporated herein by reference). 10.2 Employee Matters Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc, dated as of May1, 2008 (initially filed as Exhibit10.3 to the Company's Current Report on Form8-K (filed on May5, 2008), refiled as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (filed on May 6, 2010) solely for the purpose of including previously omitted exhibits and incorporated herein by reference). 10.3 Form of Dr Pepper License Agreement for Bottles, Cans and Pre-mix (filed as Exhibit10.9 to Amendment No.2 to the Company's Registration Statement on Form10 (filed on February12, 2008)and incorporated herein by reference). 10.4 Form of Dr Pepper Fountain Concentrate Agreement (filed as Exhibit10.10 to Amendment No.3 to the Company's Registration Statement on Form10 (filed on March20, 2008)and incorporated herein by reference). 10.5 Executive Employment Agreement, dated as of October15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and Larry D. Young (filed as Exhibit10.11 to Amendment No.2 to the Company's Registration Statement on Form10 (filed on February12, 2008)and incorporated herein by reference). 10.6 First Amendment to Executive Employment Agreement, effective as of February11, 2009, between DPS Holdings, Inc. and Larry D. Young (filed as Exhibit99.2 to the Company's Current Report on Form8-K (filed on February18, 2009)and incorporated herein by reference). 10.7 Second Amendment to Executive Employment Agreement, effective as of August11, 2009, between DPS Holdings, Inc. and Larry D. Young (filed as Exhibit10.3 to the Company's Quarterly Report on Form10-Q (filed on August13, 2009)and incorporated herein by reference). 10.8 Letter Agreement, effective as of November23, 2008, between Dr Pepper Snapple Group, Inc. and JamesJ. Johnston (filed as Exhibit 10.20 to the Company's Form 10-K (filed on March 1, 2010) and incorporated herein by reference). 10.9 Letter Agreement, effective as of November23, 2008, between Dr Pepper Snapple Group, Inc. and Rodger L. Collins (filed as Exhibit 10.24 to the Company's Form 10-K (filed on March 1, 2010) and incorporated herein by reference). 10.10 Letter Agreement, effective as of April1, 2010, between Dr Pepper Snapple Group, Inc. and Martin M. Ellen (filed as Exhibit 10.25 to the Company's Form 10-K (filed on March 1, 2010) and incorporated herein by reference). 10.11 Executive Employment Agreement, effective as of October 15, 2017, between CBI Holdings Inc. and James L. Baldwin (filed as exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (filed on April 26, 2017) and incorporated herein by reference). 10.12 Dr Pepper Snapple Group, Inc. Employee Stock Purchase Plan (filed as Exhibit10.4 to the Company's Current Report on Form8-K (filed on May12, 2008)and incorporated herein by reference). 10.13 Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2009 approved by the Stockholders on May19, 2009, and re-approved by the Stockholders on May 15, 2014 (filed as Annex "A" to the Company's Preliminary Proxy Statement on Form DEFA14A (filed April 1, 2014) and incorporated herein by reference). 10.14 Dr Pepper Snapple Group, Inc. Management Incentive Plan of 2009 approved by the Stockholders on May19, 2009, and re-approved by the Stockholders on May 16, 2013 (filed as Appendix A to the Company's Preliminary Proxy Statement on Form DEF14A (filed March 25, 2013)and incorporated herein by reference). 10.15 Dr Pepper Snapple Group, Inc. Change in Control Severance Plan adopted on February11, 2009 (filed as Exhibit99.1 to the Company's Current Report on Form8-K (filed February18, 2009)and incorporated herein by reference). 10.16 First Amendment to the Dr Pepper Snapple Group, Inc. Change in Control Severance Plan, effective as of February24, 2010 (filed as Exhibit 10.40 to the Company's Form 10-K (filed on March 1, 2010) and incorporated herein by reference). 10.17 Letter Agreement, dated December7, 2009, between Dr Pepper Snapple Group, Inc. and PepsiCo, Inc. (filed as Exhibit10.1 to the Company's Current Report on Form8-K (filed on December8, 2009)and incorporated herein by reference). 10.18 Letter Agreement, dated June 7, 2010, between Dr Pepper/Seven Up, Inc. and The Coca-Cola Company (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on June 7, 2010) and incorporated herein by reference). 10.19 Commercial Paper Dealer Agreement between Dr Pepper Snapple Group, Inc. and J.P. Morgan Securities LLC, dated as of December 10, 2010 (filed as Exhibit10.1 to the Company's Current Report on Form8-K (filed on December 13, 2010)and incorporated herein by reference). In accordance with Instruction 2 to Item 601 of Regulation S-K, the Company has filed only one Dealer Agreement, as the other Dealer Agreements are substantially identical in all material respects except as to the parties thereto and the notice provisions. 10.20 Credit Agreement, dated as of September25, 2012, among the Company, the Lenders and Issuing Banks party thereto; JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A. and Deutsche Bank Securities Inc., as Syndication Agents, and Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, HSBC Bank USA, N.A., Morgan Senior Funding,Inc., UBS Securities LLC and U.S. Bank National Association, as Co-Documentation Agents (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on September 26, 2012 and incorporated herein by reference). 10.21 Credit Agreement, dated as of March 16, 2017, among the Company, the lenders and issuing banks party thereto; JPMorgan Chase Bank, N.A., as administrative agent; and the syndication agents, documentation agents, joint lead arrangers and joint borrowers, as identified in the Credit Agreement (filed as Exhibit 10.1 to the Company's Current Report on Form 8K (filed on March 17, 2017) and incorporated herein by reference). 10.22 Assumption Agreement dated as of January 31, 2017 by Bai Brands LLC and 184 Innovations, Inc., (each as an additional guarantor under the Credit Agreement dated September 25, 2012 (as referenced in Item 10.22 in this Exhibit Index)), in favor of the Administrative Agent and each Lender (as each such term is defined in the Credit Agreement) (filed as Exhibit10.1 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference). 10.23 Agreement dated July 22, 2013, among The American Bottling Company, Mott's LLP and CROWN Cork & Seal USA, Inc., filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K (filed February 20, 2014) and incorporated herein by this reference. 10.24 First Amendment to Omnibus Stock Incentive Plan of 2009 approved by the Board of Directors and the Compensation Committee of the Board of Directors of Dr Pepper Snapple Group, Inc. on September 18, 2013 filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (filed on October 24, 2013) and incorporated herein by reference. 10.25 Non-Employee Director Deferral Plan approved by the Board of Directors and the Compensation Committee of the Board of Directors of Dr Pepper Snapple Group, Inc. on September 18, 2013 filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (filed on October 24, 2013) and incorporated herein by this reference. 10.26 Agreement, dated as of October 15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and Derry Hobson, filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K (filed February 20, 2014) and incorporated herein by this reference. 10.27 Amendment to Employment Agreement, effective as of February 11, 2009, between DPS Holdings, Inc. and Derry Hobson (filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K (filed February 20, 2014) and incorporated herein by this reference). 10.28 Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2009, as amended and approved by the Stockholders on May 15, 2014 (filed as Exhibit 10.34 to the Company's Annual Report on Form 10-K (filed February 19, 2015) and incorporated herein by reference). 10.29 First Amendment, dated as of August 21, 2015, to Credit Agreement dated as of September 25, 2012, by and among the Loan Parties and the Administrative Agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on August 25, 2015) and incorporated herein by reference). 10.30 Severance Pay Plan for Executives, dated to be effective as of October 15, 2017 (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (filed on October 25, 2017) and incorporated herein by reference). 10.31 Purchase Agreement, dated June 5, 2017, between Dr Pepper Snapple Group, Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on June 6, 2017) and incorporated herein by reference). 12.1* Computation of Ratio of Earnings to Fixed Charges. 14.1 Dr Pepper Snapple Group, Inc. Code of Conduct approved by the Board of Directors on September 16, 2015 (filed as Exhibit 14.1 to the Company's Current Report on Form 8-K (filed on September 16, 2015) and incorporated herein by reference). 21.1* List of Subsidiaries (as of December 31, 2017) 23.1* Consent of Deloitte & Touche LLP 31.1* Certification of Chief Executive Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule13a-14(a) or 15d-14(a) promulgated under the Exchange Act. 31.2* Certification of Chief Financial Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule13a-14(a) or 15d-14(a) promulgated under the Exchange Act. 32.1** Certification of Chief Executive Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section1350 of Chapter63 of Title 18 of the United States Code. 32.2** Certification of Chief Financial Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section1350 of Chapter63 of Title 18 of the United States Code.