599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069
WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179
April 22, 2008
VIA E-MAIL AND EDGAR
Mr. John Reynolds
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3720
100 F Street, NE
Washington, D.C. 20549
Dr Pepper Snapple Group, Inc.
(formerly CSAB Inc.)
Registration Statement on Form 10
(File No. 001-33829)
Changed Pages to Amendment No. 4 filed on April 16, 2008
Dear Mr. Reynolds:
On behalf of Dr Pepper Snapple Group, Inc. (the “Company”), please find attached for your review the proposed changed pages to the Company’s Amendment No. 4 to its registration statement on Form 10 filed on April 16, 2008.
If you have any questions concerning the attached pages, please call the undersigned at(212) 848-7325, or Lona Nallengara or Matthew F. Musselman of Shearman & Sterling LLP, at(212) 848-8414 and(212) 848-4798, respectively.
Very truly yours,
/s/ Stephen T. Giove
Stephen T. Giove
Attachments
| cc: | Ronald E. Alper |
Thomas Kluck
(Securities and Exchange Commission)
Henry Udow, Chief Legal Officer and Company Secretary
(Cadbury Schweppes plc)
John O. Stewart, Executive Vice President and Chief Financial Officer
James L. Baldwin, Jr., Executive Vice President and General Counsel
(Dr Pepper Snapple Group, Inc.)
David Lefkowitz, Esq.
(Weil, Gotshal & Magnes LLP)
Daniel Berner
(Deloitte & Touche LLP)
To the extent we become more leveraged, the risks described above would increase. In addition, our actual cash requirements in the future may be greater than expected. Our cash flow from operations may not be sufficient to repay at maturity all of the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.
In addition, the agreements governing the debt that we entered into in connection with the separation contain covenants that, among other things, limit our ability to incur debt at subsidiaries that are not guarantors, incur liens, merge or sell, transfer or otherwise dispose of all or substantially all of our assets, make investments, loans, advances, guarantees and acquisitions, enter into transactions with affiliates and enter into agreements restricting our ability to incur liens or the ability of our subsidiaries to make distributions. These agreements also require us to comply with certain affirmative and financial covenants. For additional information about our debt agreements, see “Description of Indebtedness.”
Risks Related to Our Separation from and Relationship with Cadbury Schweppes
We may not realize the potential benefits from the separation.
We may not realize the benefits that we anticipate from our separation from Cadbury Schweppes. These benefits include the following:
| • | allowing our management to focus its efforts on our business and strategic priorities, | |
| • | enabling us to allocate our capital more efficiently, | |
| • | providing us with direct access to the debt and equity capital markets, | |
| • | improving our ability to pursue acquisitions through the use of shares of our common stock as consideration, | |
| • | enhancing our market recognition with investors, and | |
| • | increasing our ability to attract and retain employees by providing equity compensation tied to our business. |
We may not achieve the anticipated benefits from our separation for a variety of reasons. For example, the process of separating our business from Cadbury Schweppes and operating as an independent public company may distract our management from focusing on our business and strategic priorities. Although as an independent public company we will be able to control how we allocate our capital, we may not succeed in allocating our capital in ways that benefit our business. In addition, although we will have direct access to the debt and equity capital markets following the separation, we may not be able to issue debt or equity on terms acceptable to us or at all. The availability of shares of our common stock for use as consideration for acquisitions also will not ensure that we will be able to successfully pursue acquisitions or that the acquisitions will be successful. Moreover, even with equity compensation tied to our business we may not be able to attract and retain employees as desired. We also may not realize the anticipated benefits from our separation if any of the matters identified as risks in this Risk Factors section were to occur. If we do not realize the anticipated benefits from our separation for any reason, our business may be adversely affected.
Our historical financial performance may not be representative of our financial performance as a separate, stand-alone company.
The historical financial information included in this information statement has been derived from Cadbury Schweppes’ consolidated financial statements and does not reflect what our financial condition, results of operations or cash flows would have been had we operated as a separate, stand-alone company during the periods presented. Cadbury Schweppes currently provides certain corporate functions to us and costs associated with these functions have been allocated to us. These functions include corporate communications, regulatory, human resources and benefits management, treasury, investor relations, corporate controller, internal audit, Sarbanes-Oxley compliance, information technology, corporate legal and compliance, and community affairs. The total amount of these allocations from Cadbury Schweppes was approximately $161 million in 2007. All of these allocations are based on what we and Cadbury Schweppes considered to be reasonable reflections of the historical levels of the services and support provided to our business. The historical information does not necessarily
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As a result of certain separation transactions the carrying amounts of certain of our Canadian assets will be stepped up to fair value in accordance with valuations performed and Canadian law and the amount of tax deductible goodwill associated with these assets will have to be calculated. For book purposes, these assets will be reflected at carryover basis and no goodwill will be recorded. All or a portion of our cash tax benefit received from the amortization of the stepped up assets and the amount of tax deductible goodwill will be remitted to Cadbury Schweppes or one of its subsidiaries under the tax-sharing and indemnification agreement and, therefore, it is expected that a deferred tax asset would be recognized, which would be offset by an amount that would be a payable from us to Cadbury Schweppes. We have not completed the tax valuations of these Canadian assets and the associated calculation of the amount of the tax deductible goodwill to quantify the amount of the deferred tax assets and the related liability to Cadbury Schweppes. We expect to finalize these calculations during the second quarter of 2008.
On July 11, 2007 we acquired SeaBev and it is included in our audited combined financial statements from that date. Due to the relatively small size of the acquisition, no adjustments have been reflected in this summary unaudited pro forma combined financial data.
The unaudited pro forma combined financial data is for informational purposes only and is not necessarily indicative of what our financial performance would have been had the transactions reflected therein been completed on the dates assumed. It may not reflect the financial performance that would have resulted had we been operating as an independent, publicly-traded company during those periods. In addition, it is not indicative of our future financial performance.
The following unaudited pro forma combined financial data should be read in conjunction with “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and our historical audited combined financial statements and the related notes thereto included elsewhere in this information statement.
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Dr Pepper Snapple Group, Inc.
Unaudited Pro Forma Combined Balance Sheet
As of December 31, 2007
| Historical | Adjustments | Pro Forma | ||||||||||
| (In millions, except share and | ||||||||||||
| per share data) | ||||||||||||
Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 67 | $ | 3,808 | (i) | $ | 100 | |||||
| (1,628 | )(j) | |||||||||||
| (1,852 | )(k) | |||||||||||
| (295 | )(l) | |||||||||||
| Accounts receivable: | ||||||||||||
| Trade (net of allowances of $20) | 538 | — | 538 | |||||||||
| Other | 59 | — | 59 | |||||||||
| Related party receivable | 66 | (39 | )(j) | — | ||||||||
| (27 | )(h) | |||||||||||
| Notes receivable from related parties | 1,527 | (1,527 | )(j) | — | ||||||||
| Inventories | 325 | — | 325 | |||||||||
| Deferred tax assets | 81 | — | 81 | |||||||||
| Prepaid and other current assets | 76 | — | 76 | |||||||||
| Total current assets | 2,739 | (1,560 | ) | 1,179 | ||||||||
| Property, plant and equipment, net | 868 | 7 | (l) | 875 | ||||||||
| Investment in unconsolidated subsidiaries | 13 | — | 13 | |||||||||
| Goodwill | 3,183 | — | 3,183 | |||||||||
| Other intangible assets, net | 3,617 | — | 3,617 | |||||||||
| Other non-current assets | 100 | 92 | (i) | 573 | ||||||||
| 354 | (d) | |||||||||||
| 27 | (h) | |||||||||||
| Non-current deferred tax assets | 8 | 122 | (n) | 158 | ||||||||
| 28 | (d) | |||||||||||
| Total assets | $ | 10,528 | $ | (930 | ) | $ | 9,598 | |||||
Liabilities and Invested Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued expenses | $ | 812 | $ | — | $ | 812 | ||||||
| Related party payable | 175 | (175 | )(j) | — | ||||||||
| Current portion of long-term debt payable to third parties | — | 1,920 | (i) | 1,920 | ||||||||
| Current portion of long-term debt payable to related parties | 126 | (126 | )(j) | — | ||||||||
| Income taxes payable | 22 | 10 | (o) | 32 | ||||||||
| Total current liabilities | 1,135 | 1,629 | 2,764 | |||||||||
| Long-term debt payable to third parties | 19 | 1,980 | (i) | 1,999 | ||||||||
| Long-term debt payable to related parties | 2,893 | (2,893 | )(j) | — | ||||||||
| Deferred tax liabilities | 1,324 | — | 1,324 | |||||||||
| Other non-current liabilities | 136 | 71 | (m) | 589 | ||||||||
| 382 | (d) | |||||||||||
| Total liabilities | 5,507 | 1,169 | 6,676 | |||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ Equity: | ||||||||||||
| Common shares, $0.01 par value, 800,000,000 authorized; 253,500,000 outstanding on a pro forma basis | 3 | (p) | 3 | |||||||||
| Contributed surplus | 2,931 | (p) | 2,931 | |||||||||
| Parent Company Equity | ||||||||||||
| Cadbury Schweppes’ net investment | 5,001 | (1,852 | )(k) | — | ||||||||
| (288 | )(l) | |||||||||||
| (18 | )(m) | |||||||||||
| 101 | (n) | |||||||||||
| (2,934 | )(p) | |||||||||||
| (10 | )(o) | |||||||||||
| Accumulated other comprehensive income (loss) | 20 | (53 | )(m) | (12 | ) | |||||||
| 21 | (n) | |||||||||||
| Total invested equity | 5,021 | (2,099 | ) | 2,922 | ||||||||
| Total liabilities and invested equity | $ | 10,528 | $ | (930 | ) | $ | 9,598 | |||||
See Notes to Unaudited Pro Forma Combined Financial Data
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An exchange ratio will be used to calculate the number of DPS restricted stock units that our current and former employees will receive at the time of separation upon the exchange of their Cadbury Schweppes restricted stock units. This exchange ratio will be calculated by dividing the closing price of a Cadbury Schweppes ordinary share on the last day of trading (i.e., May 1, 2008) on the London Stock Exchange by the closing price of a share of DPS common stock on the first day of trading (i.e., May 7, 2008) on the New York Stock Exchange. The holder will receive a number of DPS restricted stock units equal to the exchange ratio multiplied by the number of Cadbury Schweppes restricted stock units held by such holder.
Intellectual Property Agreements
Various agreements are in effect between us and Cadbury Schweppes relating to the use of certain trademarks, patents and other intellectual property. These include agreements relating to the use and protection of intellectual property where the intellectual property is separately owned by us, Cadbury Schweppes and certain third parties in different countries, as is the case with Dr Pepper and certain other brands. These also include licenses from Cadbury Schweppes to us for the use of the Rose’s trademark and certain technology in our business, and licenses from us to Cadbury Schweppes for the use of the Canada Dry trademark with Cadbury Schweppes’ Halls product in the U.S. and the Snapple, Mott’s, Clamato and Holland House trademarks in Cadbury Schweppes’ beverage business located principally in Australia.
Debt and Payables
The following are descriptions of related party debt arrangements as of December 31, 2007. All of the following debt will be settled in connection with the separation.
Cadbury Ireland Limited. The total principal we owed to Cadbury Ireland Limited was $40 million at December 31, 2007 and 2006, respectively. The debt bears interest at a floating rate based on3-month LIBOR. The interest rates were 5.31% and 5.36% at December 31, 2007 and 2006, respectively. The outstanding principal balance is payable on demand and is included in the current portion of long-term debt. We recorded $2 million, $2 million and $1 million of interest expense related to the debt for 2007, 2006 and 2005, respectively.
Cadbury Schweppes Finance plc. We have a variety of debt agreements with Cadbury Schweppes Finance plc with maturity dates ranging from May 2008 to May 2011. These agreements had a combined outstanding principal balance of $511 million and $2,937 million at December 31, 2007 and 2006, respectively. At December 31, 2007 and 2006, $511 million and $2,387 million of the debt was based upon a floating rate ranging between LIBOR plus 1.5% to LIBOR plus 2.5%. The remaining principal balance of $550 million at December 31, 2006 had stated fixed interest rates ranging from 5.76% to 5.95%. We recorded $65 million, $175 million and $99 million of interest expense related to these notes for 2007, 2006 and 2005, respectively.
Cadbury Schweppes Overseas Limited. The total principal we owed to Cadbury Schweppes Overseas Limited was $0 million and $22 million at December 31, 2007 and 2006, respectively. We settled the note in November 2007. The debt bore interest at a floating rate based on Mexican LIBOR plus 1.5%. The actual interest rate was 9.89% at December 31, 2006. We recorded $2 million, $15 million and $40 million of interest expense related to the note for 2007, 2006 and 2005, respectively.
Cadbury Adams Canada, Inc. The total principal we owed to Cadbury Adams Canada, Inc. was $0 million and $15 million at December 31, 2007 and 2006, respectively and is payable on demand. The debt bore interest at a floating rate based on 1 month Canadian LIBOR. The interest rate was 4.26% at December 31, 2006. We recorded $2 million of interest expense related to the debt for 2007 and less than $1 million for both 2006 and 2005.
Cadbury Schweppes Americas Holding BV. We have a variety of debt agreements with Cadbury Schweppes Americas Holding BV with maturity dates ranging from 2009 to 2017. These agreements had a combined outstanding principal balance of $2,468 million at December 31, 2007 and bear interest at a floating interest rate ranging between6-month USD LIBOR plus 0.75% and6-month USD LIBOR plus 1.75%. We recorded $149 million of interest expense related to this debt for 2007.
Cadbury Schweppes Treasury America. The total principal we owed to Cadbury Schweppes Treasury America was $0 million and $235 million at December 31, 2007 and 2006, respectively. The debt bore interest at a
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Summary Compensation Table
The following table sets forth information regarding the compensation earned by NEOs in 2007.
Summary Compensation Table
| Change in | ||||||||||||||||||||||||||||||||
| Pension | ||||||||||||||||||||||||||||||||
| Value and | ||||||||||||||||||||||||||||||||
| Non- | ||||||||||||||||||||||||||||||||
| Qualified | ||||||||||||||||||||||||||||||||
| Non-Equity | Deferred | |||||||||||||||||||||||||||||||
| Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||||||||||||||
| Salary | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||||||||||||||||||
Name & Principal Position | Year | ($)(4) | ($)(5) | ($)(6) | ($)(7) | ($)(8) | ($)(9) | ($) | ||||||||||||||||||||||||
| Larry D. Young, | 2007 | 672,266 | 514,402 | 112,168 | 510,400 | 35,000 | 197,411 | 2,041,647 | ||||||||||||||||||||||||
| President and Chief Executive Officer(1) | ||||||||||||||||||||||||||||||||
| John O. Stewart, | 2007 | 425,654 | 407,965 | — | 218,266 | 5,000 | 78,288 | 1,135,173 | ||||||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||||||||||||||
| Randall E. Gier, | 2007 | 456,577 | 335,509 | 329,539 | 190,378 | 55,000 | 57,186 | 1,424,189 | ||||||||||||||||||||||||
| Executive Vice President, Marketing and R&D | ||||||||||||||||||||||||||||||||
| James J. Johnston, Jr., | 2007 | 435,962 | 241,532 | 98,678 | 182,497 | 75,000 | 52,151 | 1,085,820 | ||||||||||||||||||||||||
| President, Finished Goods and Concentrate Sales | ||||||||||||||||||||||||||||||||
| Pedro Herrán Gacha, | 2007 | 431,427 | 370,375 | 89,966 | 89,998 | 50,000 | 619,936 | 1,651,702 | ||||||||||||||||||||||||
| President, Mexico and the Caribbean | ||||||||||||||||||||||||||||||||
| Gilbert M. Cassagne, | 2007 | 714,808 | 448,019 | 322,341 | 448,406 | 910,000 | 2,257,202 | 5,100,776 | ||||||||||||||||||||||||
| Former President and Chief Executive Officer(2) | ||||||||||||||||||||||||||||||||
| John L. Belsito, | 2007 | 470,354 | 193,466 | 77,652 | 241,414 | 120,000 | 80,280 | 1,186,812 | ||||||||||||||||||||||||
| Former President, Snapple Distributors(3) | ||||||||||||||||||||||||||||||||
| (1) | Mr. Young was appointed President and Chief Executive Officer on October 10, 2007. | |
| (2) | Mr. Cassagne, formerly President and Chief Executive Officer, left the company effective October 12, 2007. | |
| (3) | Mr. Belsito, formerly President, Snapple Distributors, left the company effective December 19, 2007. | |
| (4) | The amounts shown in this column represent the base salary reported on eachForm W-2 for each of our NEOs for 2007. Due to our payroll practices, the amounts shown reflect base salary earned between December 21, 2006 and December 22, 2007. Base salary earned between December 23, 2007 and December 31, 2007 will be reported on the 2008Form W-2 and reflected in the Summary Compensation Table in our 2009 proxy statement. | |
| (5) | The amounts shown in this column represent the dollar amount of the accounting expense recognized for financial statement reporting purposes for 2007 for all outstanding stock awards granted to the NEOs pursuant to the international share award plan, the bonus share retention plan and the long-term incentive plan, in accordance with the rules of SFAS 123(R). For Mr. Cassagne and Mr. Belsito, these amounts also include the dollar amount of the accounting expense recognized for outstanding stock awards granted pursuant to the integration share success plan. The amounts disregard adjustment for forfeiture assumptions and do not reflect amounts realized or paid to the NEOs in 2007 or prior years. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in note 14 to our audited combined financial statements. For further information on the stock awards granted in 2007, see the Grants of Plan-Based Awards Table. | |
| (6) | The amounts shown in this column represent the dollar amount of the accounting expense recognized for financial statement reporting purposes for 2007 for all outstanding option awards granted to the NEOs pursuant to the Cadbury Schweppes share option plan in accordance with SFAS 123(R). The amounts disregard adjustment for forfeiture assumptions and do not reflect amounts realized or paid to the NEOs in 2007 or prior years. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in note 14 to our audited combined financial statements. No option awards were granted to the NEOs in 2007. |
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| (7) | The amounts shown in this column represent the annual incentive awards for 2007 that were paid to our NEOs in March 2008 pursuant to the annual incentive plan. | |
| (8) | The amounts shown in this column represent an estimate of the aggregate change during 2007 in the actuarial present value of accumulated benefits under the personal pension account plan, the pension equalization plan and the supplemental executive retirement plan (as applicable), as described in more detail below in the Pension Benefits Table. The change in the actuarial present value of the accumulated benefits under the plans was determined in accordance with SFAS 87. Assumptions used to calculate these amounts are included in note 13 to our audited combined financial statements and include amounts that the NEOs may not be currently entitled to receive because such amounts are not vested. | |
| (9) | The amounts shown in this column represent the following components: |
| Perquisites ($) | ||||||||||||||||||||||||
| Disability | Company | |||||||||||||||||||||||
| Automobile | Service | Income | Contributions | Other | ||||||||||||||||||||
| Allowance | Allowance | Premiums | ($)(a) | ($)(b) | Total ($) | |||||||||||||||||||
| Mr. Young | 30,010 | 19,000 | 4,214 | 27,002 | 117,185 | 197,411 | ||||||||||||||||||
| Mr. Stewart | 21,544 | 14,000 | 1,986 | 16,883 | 23,875 | 78,288 | ||||||||||||||||||
| Mr. Gier | 19,944 | 14,000 | 3,314 | 18,120 | 1,808 | 57,186 | ||||||||||||||||||
| Mr. Johnston | 13,670 | 14,000 | 2,965 | 17,549 | 3,967 | 52,151 | ||||||||||||||||||
| Mr. Herrán | 65,413 | 14,000 | 3,307 | 17,114 | 520,102 | 619,936 | ||||||||||||||||||
| Mr. Cassagne | 25,627 | 24,000 | 2,531 | 28,703 | 2,176,341 | 2,257,202 | ||||||||||||||||||
| Mr. Belsito | 23,515 | 21,000 | — | 18,688 | 17,077 | 80,280 | ||||||||||||||||||
| (a) | The amounts shown represent Cadbury Schweppes’ matching contributions to the tax-qualified defined contribution plan and non-tax qualified defined contribution plan. The contributions to the tax-qualified defined contribution plan are as follows: for Mr. Young, $9,111; for Mr. Stewart, $8,857; for Mr. Gier, $8,857; for Mr. Johnston, $9,111; for Mr. Herrán, $8,857; for Mr. Cassagne, $9,111; and for Mr. Belsito, $8,857. The contributions to the non-tax qualified plan are as follows: for Mr. Young, $17,891; for Mr. Stewart, $8,026; for Mr. Gier, $9,263; for Mr. Johnston, $8,438; for Mr. Herrán, $8,257; for Mr. Cassagne, $19,592; and for Mr. Belsito, $9,831. | |
| (b) | The amounts shown reflect the following costs: for Mr. Young, $117,185 for club membership dues and expenses; for Mr. Stewart, $1,875 for executive physical and $22,000 for home sale bonus; for Mr. Gier, $1,808 for executive physical; for Mr. Johnston, $3,967 for sporting events; for Mr. Herrán, $23,450 for education expenses, $84,155 for security expenses, $206,228 for tax equalization expenses, $43,156 for location allowance, $53,954 for foreign service premium, $101,789 for housing allowance, $2,300 for tax preparation expenses, $1,078 for cost of living adjustments, $3,296 for10-year service award and $696 for club membership dues and expenses; for Mr. Cassagne, $2,171,154 for separation payments and $5,187 for25-year service award; and for Mr. Belsito, $2,075 for executive physical and $15,002 for merit bonus. For additional information about further amounts payable to Mr. Cassagne and Mr. Belsito, see “— Separation Arrangements Related to Mr. Cassagne and Mr. Belsito.” |
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Exhibit 21.1
Subsidiaries of Dr Pepper Snapple Group, Inc.
| Name of Subsidiary | Jurisdiction of Formation | |||
| 1. | Cadbury Aguas Minerales, S.A. de C.V. | Mexico | ||
| 2. | Cadbury Bebidas, S.A. de C.V. | Mexico | ||
| 3. | Cadbury Servicios, S.A. de C.V. | Mexico | ||
| 4. | Cadbury Servicios Comerciales, S.A. de C.V. | Mexico | ||
| 5. | Comercializadora de Bebidas, S.A. de C.V. | Mexico | ||
| 6. | Compañía Exportadora de Aguas Minerales, S.A. de C.V. | Mexico | ||
| 7. | Distribuidora Anahuac, S.A. de C.V. | Mexico | ||
| 8. | Distribuidora de Aguas Minerales, S.A. de C.V. | Mexico | ||
| 9. | Embotelladora Balseca, S.A. de C.V. | Mexico | ||
| 10. | Embotelladora Mexicana de Agua, S.A. de C.V. | Mexico | ||
| 11. | Embotelladora Orange Crush, S.A. | Mexico | ||
| 12. | Industria Embotelladora de Bebidas Mexicanas, S.A. de C.V. | Mexico | ||
| 13. | Manantiales Peñafiel, S.A. de C.V. | Mexico | ||
| 14. | Snapple Beverage de Mexico, S.A. de C.V. | Mexico | ||
| 15. | Snapple Europe Limited | England | ||
| 16. | A&W Concentrate Company | Delaware | ||
| 17. | Am Trans, Inc. | Illinois | ||
| 18. | Beverage Management, Inc. | Michigan | ||
| 19. | Cadbury Adams Finance Corp. | Delaware | ||
| 20. | Cadbury Beverages Delaware, Inc. | Delaware | ||
| 21. | Cadbury Beverages Inc. | Delaware | ||
| 22. | Cadbury Schweppes Americas Beverages, Inc. | Delaware | ||
| 23. | Cadbury Schweppes Bottling Group, Inc. | Delaware | ||
| 24. | Cadbury Schweppes SBS, Inc. | Delaware | ||
| 25. | Dr Pepper Bottling Company of Texas | Delaware | ||
| 26. | Dr Pepper Bottling of Spokane, Inc. | Washington | ||
| 27. | Dr Pepper Company | Delaware | ||
| 28. | Dr Pepper/Seven Up Beverage Sales Company | Texas | ||
1
| Name of Subsidiary | Jurisdiction of Formation | |||
| 29. | Dr Pepper/Seven Up Manufacturing Company | Delaware | ||
| 30. | Dr Pepper/Seven Up, Inc. | Delaware | ||
| 31. | Juice Guys Care, Inc. | Massachusetts | ||
| 32. | Mott’s General Partnership | Nevada | ||
| 33. | Mott’s LLP | Delaware | ||
| 34. | Nantucket Allserve, Inc. | Massachusetts | ||
| 35. | Pacific Snapple Distributors, Inc. | California | ||
| 36. | Royal Crown Company, Inc. | Delaware | ||
| 37. | Seven-Up / RC Bottling Company, Inc. | Delaware | ||
| 38. | Seven-Up Bottling Company of San Francisco | California | ||
| 39. | Snapple Beverage Corp. | Delaware | ||
| 40. | Snapple Distributors, Inc. | Delaware | ||
| 41. | Southeast-Atlantic Beverage Corporation | Florida | ||
| 42. | The American Bottling Company | Delaware | ||
| 43. | Aguas Minerales International Investments B.V. | Netherlands | ||
| 44. | Bebidas Americas Investments B.V. | Netherlands | ||
| 45. | Americas Beverages Management GP | Nevada | ||
| 46. | Beverage Investments LLC | Delaware | ||
| 47. | Cadbury Schweppes Americas Employee Relief Fund | Texas | ||
| 48. | Cadbury Schweppes Americas Inc. | Delaware | ||
| 49. | Cadbury Schweppes Americas Investments Inc. | Delaware | ||
| 50. | Cadbury Schweppes Finance, Inc. | Delaware | ||
| 51. | Cadbury Schweppes Holdings (U.S.) | Nevada | ||
| 52. | CBI Holdings Inc. | Delaware | ||
| 53. | International Beverage Investments GP | Delaware | ||
| 54. | International Investments Management LLC | Delaware | ||
| 55. | MSSI LLC | Delaware | ||
| 56. | Berkeley Square US, Inc. | Delaware | ||
| 57. | Nuthatch Trading US, Inc. | Delaware | ||
| 58. | High Ridge Investments US, Inc. | Delaware | ||
2