Dr Pepper Snapple Group, Inc. (Form: 10-Q, Received: 07/26/2012 12:18:27)

Large Accelerated Filer R

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company o

(Do not check if a smaller reporting company)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-33829



Delaware		98-0517725
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification number)

5301 Legacy Drive, Plano, Texas		75024
(Address of principal executive offices)		(Zip code)

(972) 673-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes R No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes R No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes o No R

As of July 24, 2012 , there were 210,554,862 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

DR PEPPER SNAPPLE GROUP, INC.

FORM 10-Q

INDEX




			Page

Part I.	Financial Information
	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2012 and 2011	1
		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011	2
		Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	3
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011	4
		Notes to Condensed Consolidated Financial Statements	5
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 4.	Controls and Procedures	52

Part II.	Other Information
	Item 1.	Legal Proceedings	53
	Item 1A.	Risk Factors	53
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 6.	Exhibits	54

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DR PEPPER SNAPPLE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three and Six Months Ended June 30, 2012 and 2011

(Unaudited, in millions except per share data)

PART I – FINANCIAL INFORMATION


Item 1.	Financial Statements (Unaudited).



	For the						For the
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Net sales	$	1,621		$	1,582		$	2,983		$	2,913
Cost of sales	685			662			1,269			1,209
Gross profit	936			920			1,714			1,704
Selling, general and administrative expenses	599			598			1,152			1,145
Depreciation and amortization	35			31			66			64
Other operating expense (income), net	2			1			4			3
Income from operations	300			290			492			492
Interest expense	31			28			63			55
Interest income	(1		)	—			(1		)	(1		)
Other income, net	(1		)	(3		)	(4		)	(5		)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	271			265			434			443
Provision for income taxes	93			94			154			158
Income before equity in earnings of unconsolidated subsidiaries	178			171			280			285
Equity in earnings of unconsolidated subsidiaries, net of tax	—			1			—			1
Net income	$	178		$	172		$	280		$	286
Earnings per common share:
Basic	$	0.84		$	0.78		$	1.32		$	1.28
Diluted	0.83			0.77			1.31			1.27
Weighted average common shares outstanding:
Basic	211.9			221.9			212.2			222.7
Diluted	213.3			224.4			214.0			225.3
Cash dividends declared per common share	$	0.34		$	0.32		$	0.68		$	0.57

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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DR PEPPER SNAPPLE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Six Months Ended June 30, 2012 and 2011

(Unaudited, in millions)



	For the				For the
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Comprehensive income	$	159	$	176	$	285	$	292

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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DR PEPPER SNAPPLE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2012 and December 31, 2011

(Unaudited, in millions except share and per share data)



	June 30,			December 31,
	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	303		$	701
Accounts receivable:
Trade, net	615			585
Other	37			50
Inventories	217			212
Deferred tax assets	93			96
Prepaid expenses and other current assets	126			113
Total current assets	1,391			1,757
Property, plant and equipment, net	1,141			1,152
Investments in unconsolidated subsidiaries	13			13
Goodwill	2,982			2,980
Other intangible assets, net	2,683			2,677
Other non-current assets	565			573
Non-current deferred tax assets	132			131
Total assets	$	8,907		$	9,283
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	337		$	265
Deferred revenue	65			65
Current portion of long-term obligations	701			452
Income taxes payable	56			530
Other current liabilities	575			603
Total current liabilities	1,734			1,915
Long-term obligations	2,020			2,256
Non-current deferred tax liabilities	621			586
Non-current deferred revenue	1,417			1,449
Other non-current liabilities	820			814
Total liabilities	6,612			7,020
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized, no shares issued	—			—
Common stock, $.01 par value, 800,000,000 shares authorized, 210,552,441 and 212,130,239 shares issued and outstanding for 2012 and 2011, respectively	2			2
Additional paid-in capital	1,524			1,631
Retained earnings	874			740
Accumulated other comprehensive loss	(105		)	(110		)
Total stockholders' equity	2,295			2,263
Total liabilities and stockholders' equity	$	8,907		$	9,283

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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DR PEPPER SNAPPLE GROUP, INC .

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2012 and 2011

(Unaudited, in millions)



	For the
	Six Months Ended
	June 30,
	2012			2011
Operating activities:
Net income	$	280		$	286
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation expense	107			98
Amortization expense	18			16
Amortization of deferred revenue	(32		)	(32		)
Employee stock-based compensation expense	17			17
Deferred income taxes	42			(229		)
Other, net	(12		)	1
Changes in assets and liabilities:
Trade accounts receivable	(30		)	(73		)
Other accounts receivable	14			(8		)
Inventories	(4		)	(30		)
Other current and non-current assets	(19		)	(43		)
Other current and non-current liabilities	(35		)	11
Trade accounts payable	71			—
Income taxes payable	(458		)	242
Net cash (used in) provided by operating activities	(41		)	256
Investing activities:
Purchase of property, plant and equipment	(89		)	(104		)
Purchase of intangible assets	(7		)	—
Proceeds from disposals of property, plant and equipment	5			1
Net cash used in investing activities	(91		)	(103		)
Financing activities:
Proceeds from senior unsecured notes	—			500
Repurchase of shares of common stock	(152		)	(325		)
Dividends paid	(141		)	(111		)
Proceeds from stock options exercised	12			12
Excess tax benefit on stock-based compensation	15			8
Other, net	(2		)	(5		)
Net cash (used in) provided by financing activities	(268		)	79
Cash and cash equivalents — net change from:
Operating, investing and financing activities	(400		)	232
Effect of exchange rate changes on cash and cash equivalents	2			3
Cash and cash equivalents at beginning of period	701			315
Cash and cash equivalents at end of period	$	303		$	550
Supplemental cash flow disclosures of non-cash investing and financing activities:
Capital expenditures included in other current liabilities	$	53		$	33
Dividends declared but not yet paid	72			71
Capital lease additions	8			—
Supplemental cash flow disclosures:
Interest paid	$	59		$	41
Income taxes paid	561			125

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.	General

References in this Quarterly Report on Form 10-Q to "we", "our", "us", "DPS" or "the Company" refer to Dr Pepper Snapple Group, Inc. and all entities included in our unaudited condensed consolidated financial statements. Cadbury plc and Cadbury Schweppes plc are hereafter collectively referred to as "Cadbury" unless otherwise indicated. Kraft Foods Inc. acquired Cadbury on February 2, 2010. Kraft Foods Inc. and/or its subsidiaries are hereafter collectively referred to as "Kraft".

This Quarterly Report on Form 10-Q refers to some of DPS' owned or licensed trademarks, trade names and service marks, which are referred to as the Company's brands. All of the product names included in this Quarterly Report on Form 10-Q are either DPS' registered trademarks or those of the Company's licensors.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 .

Reclassifications

Changes have been made to the Condensed Consolidated Statement of Cash Flows for the second quarter of 2011 to reflect changes in presentation made in the fourth quarter of 2011 with no impact to the total cash (used in) provided by operating, investing or financing activities.

Use of Estimates

The process of preparing DPS' unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions the Company believes to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. Actual amounts may differ from these estimates and judgments. The Company has identified the following policies as critical accounting estimates:


•	revenue recognition;


•	customer marketing programs and incentives;


•	goodwill and other indefinite lived intangibles assets;


•	pension and postretirement benefits;


•	risk management programs; and


•	income taxes.

These accounting estimates and related policies are discussed in greater detail in DPS' Annual Report on Form 10-K for the year ended December 31, 2011 .

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Recently Adopted Provisions of U.S. GAAP

In accordance with U.S. GAAP, the following provisions, which had no material impact on the Company's financial position, results of operations or cash flows, were effective as of January 1, 2012.


•	Certain fair value measurement requirements reflected changes in wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements.


•	The requirement to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The Company presented the comprehensive income in two separate but consecutive statements within the Condensed Consolidated Financial Statements.


•	The qualitative option meant to simplify how registrants test goodwill for impairment by assessing certain factors to determine whether it is necessary to perform the two-step goodwill impairment test included in U.S. GAAP.


2.	Inventories

Inventories as of June 30, 2012 and December 31, 2011 consisted of the following (in millions):



	June 30,			December 31,
	2012			2011
Raw materials	$	76		$	91
Work in process	6			4
Finished goods	190			171
Inventories at FIFO cost	272			266
Reduction to LIFO cost	(55		)	(54		)
Inventories	$	217		$	212

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


3.	Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the six months ended June 30, 2012 , and the year ended December 31, 2011 , by reporting unit are as follows (in millions):



	Beverage Concentrates		WD Reporting Unit ⁽¹⁾		DSD Reporting Unit ⁽¹⁾			Latin America Beverages			Total
Balance as of December 31, 2010
Goodwill	$	1,732	$	1,220	$	180		$	32		$	3,164
Accumulated impairment losses	—		—		(180		)	—			(180		)
	1,732		1,220		—			32			2,984
Foreign currency impact	—		—		—			(4		)	(4		)
Balance as of December 31, 2011
Goodwill	1,732		1,220		180			28			3,160
Accumulated impairment losses	—		—		(180		)	—			(180		)
	1,732		1,220		—			28			2,980
Foreign currency impact	—		—		—			2			2
Balance as of June 30, 2012
Goodwill	1,732		1,220		180			30			3,162
Accumulated impairment losses	—		—		(180		)	—			(180		)
	$	1,732	$	1,220	$	—		$	30		$	2,982

____________________________


(1)	The Packaged Beverages segment is comprised of two reporting units, the Direct Store Delivery ("DSD") system and the Warehouse Direct ("WD") system.

The net carrying amounts of intangible assets other than goodwill as of June 30, 2012 and December 31, 2011 , are as follows (in millions):



	June 30, 2012							December 31, 2011
	Gross		Accumulated			Net		Gross		Accumulated			Net
	Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible assets with indefinite lives:
Brands ⁽¹⁾	$	2,650	$	—		$	2,650	$	2,648	$	—		$	2,648
Distribution rights	12		—			12		8		—			8
Intangible assets with finite lives:
Brands	29		(25		)	4		29		(24		)	5
Distribution rights	6		—			6		3		—			3
Customer relationships	76		(66		)	10		76		(64		)	12
Bottler agreements	19		(18		)	1		19		(18		)	1
Total	$	2,792	$	(109	)	$	2,683	$	2,783	$	(106	)	$	2,677

____________________________


(1)	In 2012 , brands with indefinite lives increased due to a $2 million change in foreign currency translation rates.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of June 30, 2012 , the weighted average useful life of intangible assets with finite lives was 9 years in total, consisting of 5 years for distribution rights, 10 years for both brands and customer relationships and 15 years for bottler agreements. Amortization expense for intangible assets was $2 million and $3 million for the three and six months ended June 30, 2012 , respectively, and $2 million and $6 million for the three and six months ended June 30, 2011 , respectively.

Amortization expense of these intangible assets over the remainder of 2012 and the next four years is expected to be the following (in millions):



Year	Aggregate Amortization Expense
July 1, 2012 through December 31, 2012	$	3
2013	5
2014	5
2015	5
2016	2

The Company conducts impairment tests on goodwill and all indefinite lived intangible assets annually, as of December 31, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. DPS did not identify any circumstances that indicated that the carrying amount of any goodwill or any indefinite lived intangible asset may not be recoverable during the six months ended June 30, 2012 .

4. Other Current Liabilities

Other current liabilities consisted of the following as of June 30, 2012 and December 31, 2011 (in millions):



	June 30,		December 31,
	2012		2011
Customer rebates and incentives	$	206	$	225
Accrued compensation	76		98
Insurance reserves	38		35
Interest accrual and interest rate swap liability	67		52
Dividends payable	72		68
Other	116		125
Total other current liabilities	$	575	$	603

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

5. Long-term Obligations

The following table summarizes the Company's long-term debt obligations as of June 30, 2012 and December 31, 2011 (in millions):



	June 30,			December 31,
	2012			2011
Senior unsecured notes ⁽¹⁾	$	2,709		$	2,701
Revolving credit facility	—			—
Less — current portion ⁽²⁾	(701		)	(452		)
Subtotal	2,008			2,249
Long-term capital lease obligations	12			7
Long-term obligations	$	2,020		$	2,256

____________________________


(1)	The carrying amount includes the unamortized net discount on debt issuances and an adjustment of $36 million and $29 million as of June 30, 2012 and December 31, 2011 , respectively, related to the change in the fair value of interest rate swaps designated as fair value hedges or the unamortized value of de-designated fair value hedges. See Note 6 for further information regarding derivatives.


(2)	The carrying amount includes an adjustment of $1 million and $2 million as of June 30, 2012 and December 31, 2011 , respectively, related to the unamortized value of de-designated fair value hedges on the 2012 Notes. See Note 6 for further information regarding derivatives.

As of June 30, 2012 , the Company was in compliance with all financial covenant requirements for our senior unsecured notes and the senior unsecured credit agreement.

Senior Unsecured Notes

Senior unsecured notes consisted of the following:



					Carrying Amount
					June 30,		December 31,
Issuance	Maturity Date	Rate	Principal Amount		2012		2011
2012 Notes	December 21, 2012	2.35%	$	450	$	451	$	452
2013 Notes	May 1, 2013	6.12%	250		250		250
2016 Notes	January 15, 2016	2.90%	500		500		500
2018 Notes	May 1, 2018	6.82%	724		724		724
2019 Notes	January 15, 2019	2.60%	250		252		250
2021 Notes	November 15, 2021	3.20%	250		253		249
2038 Notes	May 1, 2038	7.45%	250		279		276
			$	2,674	$	2,709	$	2,701

Senior Unsecured Credit Facility

The Company's senior unsecured credit agreement, which was amended and restated on April 11, 2008 (the "senior unsecured credit facility"), provides for the revolving credit facility (the "Revolver") in an aggregate principal amount of $500 million with a maturity in April 2013. There were no principal borrowings under the Revolver outstanding as of June 30, 2012 or December 31, 2011 . Up to $75 million of the Revolver is available for the issuance of letters of credit, of which $7 million was utilized as of June 30, 2012 and December 31, 2011 . Balances available for additional borrowings and letters of credit were $493 million and $68 million , respectively, as of June 30, 2012 .

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

An unused commitment fee is payable quarterly to the lenders on the unused portion of the commitments in respect of the Revolver equal to 0.15% to 0.50% per annum, depending upon the Company's debt ratings. There were no significant unused commitment fees incurred during the three and six months ended June 30, 2012 and 2011 .

Commercial Paper Program

On December 10, 2010, the Company entered into a commercial paper program under which the Company may issue unsecured commercial paper notes (the "Commercial Paper") on a private placement basis up to a maximum aggregate amount outstanding at any time of $500 million . As of June 30, 2012 and December 31, 2011 , the Company had no outstanding Commercial Paper.

Capital Lease Obligations

Long-term capital lease obligations totaled $12 million and $7 million as of June 30, 2012 and December 31, 2011 , respectively. Current obligations related to the Company's capital leases were $4 million as of June 30, 2012 and December 31, 2011 , and were included as a component of other current liabilities.

Shelf Registration Statement

On November 20, 2009, the Company's Board of Directors (the "Board") authorized the Company to issue up to $1,500 million of debt securities. Subsequently, the Company filed a "well-known seasoned issuer" shelf registration statement with the Securities and Exchange Commission, effective December 14, 2009, which registers an indeterminable amount of debt securities for future sales. The Company issued senior unsecured notes of $850 million on December 21, 2009 and $500 million on January 11, 2011.

On May 18, 2011, the Board authorized an additional $1,350 million of debt securities. On November 15, 2011, the Company issued senior unsecured notes of $ 500 million , as described in the section " Senior Unsecured Notes — The 2019 and 2021 Notes" above. As a result, $1,000 million remains available for issuance.

Letters of Credit Facilities

The Company currently has letter of credit facilities available in addition to the portion of the Revolver reserved for issuance of letters of credit. Under these letter of credit facilities, $125 million is available for the issuance of letters of credit, of which $55 million was utilized as of June 30, 2012 and December 31, 2011 . The balance available for additional letters of credit was $70 million as of June 30, 2012 .


6.	Derivatives

DPS is exposed to market risks arising from adverse changes in:


•	interest rates;


•	foreign exchange rates; and


•	commodity prices, affecting the cost of raw materials and fuels.

The Company manages these risks through a variety of strategies, including the use of interest rate contracts, foreign exchange forward contracts, commodity forward contracts and supplier pricing agreements. DPS does not hold or issue derivative financial instruments for trading or speculative purposes.

The Company formally designates and accounts for certain interest rate contracts and foreign exchange forward contracts that meet established accounting criteria under U.S. GAAP as either fair value or cash flow hedges. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instruments is recorded, net of applicable taxes, in Accumulated Other Comprehensive Loss ("AOCL"), a component of Stockholders' Equity in the unaudited Condensed Consolidated Balance Sheets. When net income is affected by the variability of the underlying transaction, the applicable offsetting amount of the gain or loss from the derivative instrument deferred in AOCL is reclassified to net income and is reported as a component of the unaudited Condensed Consolidated Statements of Income. For derivative instruments that are designated and qualify as fair value hedges, the effective change in the fair value of the instrument, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized immediately in current-period earnings. For derivatives that are not designated or are de-designated as a hedging instrument, the gain or loss on the instrument is recognized in earnings in the period of change.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Certain interest rate contracts qualify for the "shortcut" method of accounting for hedges under U.S. GAAP. Under the shortcut method, the hedges are assumed to be perfectly effective and no ineffectiveness is recorded in earnings. For all other designated hedges, t he Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or variability of cash flows at the inception of the derivative contract. DPS measures hedge ineffectiveness on a quarterly basis throughout the designated period. Changes in the fair value of the derivative instrument that do not effectively offset changes in the fair value of the underlying hedged item throughout the designated hedge period are recorded in earnings each period.

If a fair value or cash flow hedge were to cease to qualify for hedge accounting, or were terminated, it would continue to be carried on the balance sheet at fair value until settled and hedge accounting would be discontinued prospectively. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCL would be reclassified to earnings at that time.

Interest Rates

Cash Flow Hedges

During the second quarter of 2011, in order to hedge the variability in cash flows from interest rate changes associated with the Company's planned issuances of long-term debt, the Company entered into two forward starting swap agreements with an aggregate notional value of $150 million and one forward starting swap agreement with a notional value of $100 million in order to fix the rate for a portion of a future seven and ten year unsecured debt issuance in 2011, respectively. These forward starting swaps were unwound during the fourth quarter of 2011 in connection with the Company's issuance of the 2019 and 2021 Notes. Upon termination, the Company paid $25 million to the counterparties, which will be amortized to interest expense over the term of the issued debt.

During the second and third quarter of 2011, the Company also entered into forward starting swap agreements with an aggregate notional value of $300 million in order to fix the rate for a portion of a future seven and ten year unsecured debt issuance in 2012. These forward starting swaps are expected to be unwound during the fourth quarter of 2012.

The effective portion of changes in the fair value of the derivative that is designated as a cash flow hedge is being recorded in AOCL and will be subsequently reclassified into earnings during the period in which the hedged forecasted transaction affects earnings. Ineffectiveness, if any, related to the Company's changes in estimates about the debt issuance related to the forward starting swap would be recognized directly in earnings as a component of interest expense during the period incurred.

Fair Value Hedges

The Company is exposed to the risk of changes in the fair value of certain fixed-rate debt attributable to changes in interest rates and manages these risks through the use of receive-fixed, pay-variable interest rate swaps.

In December 2009, the Company entered into two interest rate swaps having an aggregate notional amount of $850 million and durations ranging from two to three years in order to convert fixed-rate, long-term debt to floating rate debt. These swaps were entered into upon the issuance of the 2011 and 2012 Notes, and were originally accounted for as fair value hedges and qualified for the shortcut method of accounting under U.S. GAAP.

During 2010, the Company terminated and settled the $450 million notional interest rate swap linked to the 2012 Notes. With the fair value hedge discontinued, the Company ceased adjusting the carrying value of the 2012 Notes corresponding to the notional amounts. The previous adjustments of the carrying value of the 2012 Notes will continue to be carried on the balance sheet and will be amortized over the remaining term of the 2012 Notes. As of June 30, 2012 , and December 31, 2011 , the unamortized portion was $1 million and $2 million , respectively, and was included in the current portion of long-term obligations. Refer to Note 5 for further information.

In December 2010, the Company entered into an interest rate swap having a notional amount of $100 million and maturing in May 2038 in order to effectively convert a portion of the 2038 Notes from fixed-rate debt to floating-rate debt and designated it as a fair value hedge. The assessment of hedge effectiveness is made by comparing the cumulative change in the fair value of the hedged item attributable to changes in the benchmark interest rate with the cumulative changes in the fair value of the interest rate swap, with any ineffectiveness recorded in earnings as interest expense during the period incurred. As of June 30, 2012 , and December 31, 2011 , the impact of the fair value hedge on the 2038 Notes increased the carrying value by $29 million and $27 million , respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In November 2011, the Company entered into four interest rate swaps having an aggregate notional amount of $250 million and durations ranging from seven to ten years in order to convert fixed-rate, long-term debt to floating rate debt. These swaps were entered into upon the issuance of the 2019 and 2021 Notes, and were accounted for as fair value hedges and qualified for the shortcut method of accounting under U.S. GAAP. As of June 30, 2012 , the impact of the fair value hedge on the 2019 and 2021 Notes increased the carrying value by $6 million . As of December 31, 2011 , there was no change in the carrying value of the 2019 and 2021 Notes as a result of the impact of the fair value hedge.

Economic Hedges

In addition to derivative instruments that qualify for and are designated as hedging instruments under U.S. GAAP, the Company utilized various interest rate derivative contracts that were not designated as cash flow or fair value hedges to manage interest rate risk. Gains or losses on these derivative instruments were recognized in earnings during the period the instruments were outstanding.

In December 2010, with the expected issuance of long-term fixed rate debt, the Company entered into a treasury lock agreement with a notional value of $200 million and a maturity date of January 2011 to economically hedge the exposure to the possible rise in the benchmark interest rate prior to a future issuance of senior unsecured notes. This treasury lock was cash settled for approximately $1 million coincident with the issuance of the 2016 Notes in January 2011.

Foreign Exchange

Cash Flow Hedges

The Company's Canadian business purchases its inventory through transactions denominated and settled in United States ("U.S.") Dollars, a currency different from the functional currency of the Canadian business. These inventory purchases are subject to exposure from movements in exchange rates. During the six months ended June 30, 2012 and 2011 , the Company utilized foreign exchange forward contracts designated as cash flow hedges to manage the exposures resulting from changes in these foreign currency exchange rates. The intent of these foreign exchange contracts is to provide predictability in the Company's overall cost structure. These foreign exchange contracts, carried at fair value, have maturities between one and 30 months as of June 30, 2012 . The Company had outstanding foreign exchange forward contracts with notional amounts of $113 million and $158 million as of June 30, 2012 and 2011 , respectively.

Economic Hedges

During the second quarter of 2010, the Company entered into foreign exchange forward contracts not designated as cash flow hedges to manage foreign currency exposure and economically hedge the exposure from movements in exchange rates. DPS did not have any of these contracts outstanding as of June 30, 2012 . The Company had outstanding foreign exchange forward contracts with a notional amount of $6 million as of June 30, 2011 .

Commodities

DPS centrally manages the exposure to volatility in the prices of certain commodities used in its production process through forward contracts. The intent of these contracts is to provide a certain level of predictability in the Company's overall cost structure. During the six months ended June 30, 2012 and 2011 , the Company held forward contracts that economically hedged certain of its risks. In these cases, a natural hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in net income throughout the term of the derivative instrument and are reported in the same line item of the unaudited Condensed Consolidated Statements of Income as the hedged transaction. Gains and losses are recognized as a component of unallocated corporate costs until the Company's operating segments are affected by the completion of the underlying transaction, at which time the gain or loss is reflected as a component of the respective segment's operating profit ("SOP").

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the location of the fair value of the Company's derivative instruments within the unaudited Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011 (in millions):



	Balance Sheet Location	June 30, 2012		December 31, 2011
Assets:
Derivative instruments designated as hedging instruments under U.S. GAAP:
Interest rate contracts	Prepaid expenses and other current assets	$	9	$	8
Interest rate contracts	Other non-current assets	27		22
Foreign exchange forward contracts	Other non-current assets	1		1
Derivative instruments not designated as hedging instruments under U.S. GAAP:
Commodity contracts	Prepaid expenses and other current assets	—		—
Total assets		$	37	$	31
Liabilities:
Derivative instruments designated as hedging instruments under U.S. GAAP:
Interest rate contracts	Other current liabilities	$	41	$	30
Foreign exchange forward contracts	Other current liabilities	1		1
Interest rate contracts	Other non-current liabilities	—		3
Derivative instruments not designated as hedging instruments under U.S. GAAP:
Commodity contracts	Other current liabilities	12		12
Commodity contracts	Other non-current liabilities	1		—
Total liabilities		$	55	$	46

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(Unaudited)

The following table presents the impact of derivative instruments designated as cash flow hedging instruments under U.S. GAAP to the unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2012 and 2011 (in millions):



	Amount of Gain (Loss) Recognized in Comprehensive Income			Amount of Loss Reclassified from AOCL into Income			Location of Loss Reclassified from AOCL into Income
For the three months ended June 30, 2012:
Interest rate contracts	$	(16	)	$	—		Interest expense
Foreign exchange forward contracts	2			(1		)	Cost of sales
Total	$	(14	)	$	(1	)

For the six months ended June 30, 2012:
Interest rate contracts	$	(11	)	$	(1	)	Interest expense
Foreign exchange forward contracts	—			(1		)	Cost of sales
Total	$	(11	)	$	(2	)

For the three months ended June 30, 2011:
Interest rate contracts	$	2		$	—		Interest expense
Foreign exchange forward contracts	(1		)	(1		)	Cost of sales
Total	$	1		$	(1	)

For the six months ended June 30, 2011:
Interest rate contracts	$	2		$	—		Interest expense
Foreign exchange forward contracts	(5		)	(1		)	Cost of sales
Total	$	(3	)	$	(1	)

There was no hedge ineffectiveness recognized in earnings for the three and six months ended June 30, 2012 and 2011 with respect to derivative instruments designated as cash flow hedges. During the next 12 months, the Company expects to reclassify net losses of $3 million from AOCL into net income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the impact of derivative instruments designated as fair value hedging instruments under U.S. GAAP to the unaudited Condensed Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011 (in millions):



	Amount of Gain		Location of Gain
	Recognized in Income		Recognized in Income
For the three months ended June 30, 2012:
Interest rate contracts	$	3	Interest expense
Total	$	3

For the six months ended June 30, 2012:
Interest rate contracts	$	5	Interest expense
Total	$	5

For the three months ended June 30, 2011:
Interest rate contracts	$	1	Interest expense
Total	$	1

For the six months ended June 30, 2011:
Interest rate contracts	$	4	Interest expense
Total	$	4

There was no hedge ineffectiveness recognized in earnings for the three and six months ended June 30, 2012 and 2011 with respect to derivative instruments designated as fair value hedges.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the impact of derivative instruments not designated as hedging instruments under U.S. GAAP to the unaudited Condensed Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011 (in millions):



	Amount of Gain (Loss)			Location of Gain (Loss)
	Recognized in Income			Recognized in Income
For the three months ended June 30, 2012:
Commodity contracts	$	(9	)	Cost of sales
Commodity contracts	(3		)	Selling, general and administrative expenses
Total	$	(12	)

For the six months ended June 30, 2012:
Commodity contracts	$	(7	)	Cost of sales
Commodity contracts	(1		)	Selling, general and administrative expenses
Total	$	(8	)

For the three months ended June 30, 2011:
Commodity contracts	$	(2	)	Cost of sales
Commodity contracts	(1		)	Selling, general and administrative expenses
Total	$	(3	)

For the six months ended June 30, 2011:
Commodity contracts	$	—		Cost of sales
Commodity contracts	2			Selling, general and administrative expenses
Total	$	2

Refer to Note 9 for more information on the valuation of derivative instruments. The Company has exposure to credit losses from derivative instruments in an asset position in the event of nonperformance by the counterparties to the agreements. Historically, DPS has not experienced credit losses as a result of counterparty nonperformance. The Company selects and periodically reviews counterparties based on credit ratings, limits its exposure to a single counterparty under defined guidelines, and monitors the market position of the programs at least on a quarterly basis.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


7.	Other Non-Current Assets and Other Non-Current Liabilities

The table below details the components of other non-current assets and other non-current liabilities as of June 30, 2012 and December 31, 2011 (in millions):



	June 30,		December 31,
	2012		2011
Other non-current assets:
Long-term receivables from Kraft	$	434	$	430
Deferred financing costs, net	10		15
Customer incentive programs	73		82
Derivative instruments	28		23
Other	20		23
Total other non-current assets	$	565	$	573
Other non-current liabilities:
Long-term payables due to Kraft	$	102	$	102
Liabilities for unrecognized tax benefits and other tax related items	573		567
Long-term pension and postretirement liability	43		44
Insurance reserves	59		54
Other	43		47
Total other non-current liabilities	$	820	$	814


8.	Income Taxes

The effective tax rates for the three months ended June 30, 2012 and 2011 were 34.3% and 35.5% , respectively. The effective tax rates for the six months ended June 30, 2012 and 2011 were 35.5% and 35.7% , respectively. The effective tax rates for the current year periods were lower than the prior year periods due primarily to the favorable impact of an Ontario, Canada tax rate change resulting in a revaluation of primarily separation related Canadian deferred tax assets. The impact of the Canadian benefit decreased the provision for income taxes for the three and six months ended June 30, 2012 by approximately $4 million , which decreased the effective tax rate 1.5% and 0.9% , respectively.

The prior year effective tax rates included certain state and federal income tax benefits, primarily the domestic manufacturing deduction, related to the PepsiCo, Inc. ("PepsiCo") and The Coca-Cola Company ("Coca-Cola") licensing agreements executed in 2010. The impact of these benefits decreased the provision for income taxes for the three and six months ended June 30, 2011 by $6 million and $9 million , respectively. The impact of these benefits decreased the effective tax rate for the three and six months ended June 30, 2011 by 2.3% and 2.0% , respectively.

The Company made income tax payments of $23 million and $21 million for the three months ended June 30, 2012 and 2011 related to the licensing agreements with PepsiCo and Coca-Cola. For the six months ending June 30, 2012 and 2011, the Company made income tax payments of $531 million and $37 million related to the licensing agreements with PepsiCo and Coca-Cola.

The Company's Canadian deferred tax assets as of June 30, 2012 , included a separation related balance of $119 million that was offset by a liability due to Kraft of $109 million driven by the Tax Sharing and Indemnification Agreement ("Tax Indemnity Agreement"). Anticipated legislation in Canada could result in a future partial write-down of tax assets which would be offset to some extent by a partial write-down of the liability due to Kraft.

Under the Tax Indemnity Agreement, Kraft will indemnify DPS for net unrecognized tax benefits and other tax related items of $434 million . This balance increased by $4 million during the six months ended June 30, 2012 , and was offset by indemnity income recorded as a component of other income in the unaudited Condensed Consolidated Statements of Income. In addition, pursuant to the terms of the Tax Indemnity Agreement, if DPS breaches certain covenants or other obligations or is involved in certain change-in-control transactions, Kraft may not be required to indemnify the Company.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


9.	Fair Value of Financial Instruments

Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three-level hierarchy for disclosure of fair value measurements is as follows:

Level 1 - Quoted market prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 - Valuations with one or more unobservable significant inputs that reflect the reporting entity's own assumptions.

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 (in millions):



	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3
Interest rate contracts	$	—	$	36	$	—
Foreign exchange forward contracts	—		1		—
Total assets	$	—	$	37	$	—

Commodity contracts	$	—	$	13	$	—
Interest rate contracts	—		41		—
Foreign exchange forward contracts	—		1		—
Total liabilities	$	—	$	55	$	—

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 (in millions):



	Fair Value Measurements at Reporting Date Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Level 1		Level 2		Level 3
Interest rate contracts	$	—	$	30	$	—
Foreign exchange forward contracts	—		1		—
Total assets	$	—	$	31	$	—

Commodity contracts	$	—	$	12	$	—
Interest rate contracts	—		33		—
Foreign exchange forward contracts	—		1		—
Total liabilities	$	—	$	46	$	—

The fair values of commodity forward contracts, interest rate swap contracts and foreign currency forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair value of commodity forward contracts are valued using the market approach based on observable market transactions at the reporting date. Interest rate swap contracts are valued using models based on readily observable market parameters for all substantial terms of the Company's contracts and credit risk of the counterparties. The fair value of foreign currency forward contracts are valued using quoted forward foreign exchange prices at the reporting date. Therefore, the Company has categorized these contracts as Level 2.

As of June 30, 2012 and December 31, 2011 , the Company did not have any assets or liabilities without observable market values that would require a high level of judgment to determine fair value (Level 3).

There were no transfers of financial instruments between the three levels of fair value hierarchy during the three and six months ended June 30, 2012 .

The estimated fair values of other financial liabilities not measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011 , are as follows (in millions):



	June 30, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long term debt – 2012 Notes ⁽¹⁾	$	451	$	453	$	452	$	457
Long term debt – 2013 Notes	250		261		250		267
Long term debt – 2016 Notes	500		522		500		521
Long term debt – 2018 Notes	724		894		724		882
Long term debt – 2019 Notes ⁽¹⁾	252		256		250		249
Long term debt – 2021 Notes ⁽¹⁾	253		255		249		250
Long term debt – 2038 Notes ⁽¹⁾	279		366		276		353

____________________________


(1)	The carrying amount includes adjustments related to the change in the fair value of interest rate swaps designated as fair value hedges on the 2012, 2019, 2021 and 2038 Notes. See Note 6 for further information regarding derivatives.

Capital leases have been excluded from the calculation of fair value for both 2012 and 2011 .

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair value amounts for cash and cash equivalents, accounts receivable, net, accounts payable and other current liabilities approximate carrying amounts due to the short maturities of these instruments. The fair value amounts of long term debt as of June 30, 2012 and December 31, 2011 , were based on current market rates available to the Company (Level 2 inputs). The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all debt at such date.


10.	Employee Benefit Plans

The following table sets forth the components of periodic benefit costs for the three and six months ended June 30, 2012 and 2011 (in millions):



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	1		$	1		$	2		$	1
Interest cost	3			3			7			7
Expected return on assets	(4		)	(4		)	(8		)	(8		)
Recognition of actuarial loss	1			1			2			2
Net periodic benefit costs	$	1		$	1		$	3		$	2

The estimated prior service credit for the defined benefit plans that will be amortized from AOCL into periodic benefit cost during the remainder of 2012 is approximately $1 million .

Net periodic benefit costs for the U.S. postretirement medical plans were a reduction of $1 million for the three months ended and six months ended June 30, 2012 . There were no significant net periodic benefit costs for the U.S. postretirement benefit plans for the three months ended and six months ended June 30, 2011 .

The Company contributed $1 million to its pension plans during the six months ended June 30, 2012 . There were no contributions made during the three months ended June 30, 2012 .


11.	Stock-Based Compensation

The Company's Omnibus Stock Incentive Plans of 2008 and 2009 (collectively, the "DPS Stock Plans") provide for various long-term incentive awards, including stock options, restricted stock units ("RSUs") and performance share units ("PSUs").

Stock-based compensation expense is recorded in selling, general and administrative expenses in the unaudited Condensed Consolidated Statements of Income. The components of stock-based compensation expense for the three and six months ended June 30, 2012 and 2011 are presented below (in millions):



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Total stock-based compensation expense	$	9		$	9		$	17		$	17
Income tax benefit recognized in the income statement	(4		)	(3		)	(6		)	(6		)
Stock-based compensation expense, net of tax	$	5		$	6		$	11		$	11

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock Options

The table below summarizes stock option activity for the six months ended June 30, 2012 :



	Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2011	2,317,342		$	28.25	8.04	$	26
Granted	670,574		37.80
Exercised	(625,455	)	19.19			13
Forfeited or expired	—		—
Outstanding as of June 30, 2012	2,362,461		33.35		8.33	25
Exercisable as of June 30, 2012	907,131		28.64		7.38	14

As of June 30, 2012 , there was $9 million of unrecognized compensation cost related to the nonvested stock options granted under the DPS Stock Plans that is expected to be recognized over a weighted average period of 1.36 years .

Restricted Stock Units and Performance Share Units

The table below summarizes RSU and PSU activity for the six months ended June 30, 2012 :



	RSUs/PSUs		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2011	3,321,255		$	25.41	1.02	$	131
Granted	993,735		37.83
Vested and released	(1,557,750	)	15.47
Forfeited	(26,362	)	33.92
Outstanding as of June 30, 2012	2,730,878		35.52		1.76	117

As of June 30, 2012 , there was $58 million of unrecognized compensation cost related to the nonvested RSUs and PSUs granted under the DPS Stock Plans that is expected to be recognized over a weighted average period of 1.70 years .

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


12.	Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive securities. The following table presents the basic and diluted EPS and the Company's basic and diluted shares outstanding (in millions, except per share data):



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2012		2011		2012		2011
Basic EPS:
Net income	$	178	$	172	$	280	$	286
Weighted average common shares outstanding	211.9		221.9		212.2		222.7
Earnings per common share — basic	$	0.84	$	0.78	$	1.32	$	1.28
Diluted EPS:
Net income	$	178	$	172	$	280	$	286
Weighted average common shares outstanding	211.9		221.9		212.2		222.7
Effect of dilutive securities:
Stock options, RSUs, PSUs and dividend equivalent units	1.4		2.5		1.8		2.6
Weighted average common shares outstanding and common stock equivalents	213.3		224.4		214.0		225.3
Earnings per common share — diluted	$	0.83	$	0.77	$	1.31	$	1.27

Stock options, RSUs, PSUs and dividend equivalent units totaling 1.0 million shares and 1.1 million shares were excluded from the diluted weighted average shares outstanding for the three and six months ended June 30, 2012 , respectively, as they were not dilutive. Stock options, RSUs, PSUs and dividend equivalent units totaling 0.9 million shares and 0.7 million shares were excluded from the diluted weighted average shares outstanding for the three and six months ended June 30, 2011 , respectively, as they were not dilutive.

Under the terms of our RSU agreements, unvested RSU awards contain forfeitable rights to dividends and dividend equivalent units. Because the dividend equivalent units are forfeitable, they are defined as non-participating securities. As of June 30, 2012 , there were 99,255 dividend equivalent units which will vest at the time that the underlying RSU vests.

During 2010 and 2011, the Board authorized a total aggregate share repurchase plan of $2 billion . The Company repurchased and retired 1.6 million shares of common stock valued at approximately $67 million and 3.8 million shares of common stock valued at approximately $152 million for the three and six months ended June 30, 2012 , respectively. The Company repurchased and retired 5.7 million shares of common stock valued at approximately $225 million and 8.4 million shares of common stock valued at approximately $325 million for the three and six months ended June 30, 2011 , respectively. These amounts were recorded as a reduction of equity, primarily additional paid-in capital.


13.	Commitments and Contingencies

Legal Matters

The Company is occasionally subject to litigation or other legal proceedings as set forth below. The Company does not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on the business or financial condition of the Company.

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(Unaudited)

Robert M. Ward, et al. v. The American Bottling Company

In March 2009, Robert M. Ward, et al., as plaintiffs, commenced litigation in the U.S. District Court, Central District of California, Western Division alleging age discrimination against Cadbury Schweppes Bottling Group, Inc. (now The American Bottling Company), et al., as defendants. The defendants are subsidiaries of the Company. The complaint related to activities which principally occurred before the Company's spin off from Cadbury in 2008. On December 7, 2011, the jury returned a verdict in favor of the six plaintiffs and awarded damages of approximately $18 million , which amount was accrued as of June 30, 2012 . On June 25, 2012, the Company filed a notice of appeal with the U.S. Court of Appeals for the Ninth Circuit regarding the judgment and denial of defendants' motions.

Environmental, Health and Safety Matters

The Company operates many manufacturing, bottling and distribution facilities. In these and other aspects of the Company's business, it is subject to a variety of federal, state and local environmental, health and safety laws and regulations. The Company maintains environmental, health and safety policies and a quality, environmental, health and safety program designed to ensure compliance with applicable laws and regulations. However, the nature of the Company's business exposes it to the risk of claims with respect to environmental, health and safety matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims.

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, also known as the Superfund law, as well as similar state laws, generally impose joint and several liability for cleanup and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. In October 2008, DPS was notified by the Environmental Protection Agency that it is a potentially responsible party for study and cleanup costs at a Superfund site in New Jersey. Investigation and remediation costs are yet to be determined, but through June 30, 2012 , the Company has paid approximately $425,000 since the notification for DPS' allocation of costs related to the study for this site.


14.	Accumulated Other Comprehensive Loss

The following table provides a summary of changes in the balances of each component of AOCL, net of taxes, for the six months ended June 30, 2012 and the year ended December 31, 2011 (in millions):



	Foreign Currency Translation			Change in Pension Liability			Cash Flow Hedges			Accumulated Other Comprehensive Loss
Balance at December 31, 2010	$	7		$	(31	)	$	(4	)	$	(28	)
Current period other comprehensive income	(34		)	(17		)	(31		)	(82		)
Balance as of December 31, 2011	(27		)	(48		)	(35		)	(110		)
Current period other comprehensive income	9			1			(5		)	5
Balance as of June 30, 2012	$	(18	)	$	(47	)	$	(40	)	$	(105	)


15.	Segments

As of June 30, 2012 , the Company's operating structure consisted of the following three operating segments:


•	The Beverage Concentrates segment reflects sales of the Company's branded concentrates and syrup to third party bottlers primarily in the U.S. and Canada. Most of the brands in this segment are carbonated soft drink brands.


•	The Packaged Beverages segment reflects sales in the U.S. and Canada from the manufacture and distribution of finished beverages and other products, including sales of the Company's own brands and third party brands, through both DSD and WD.


•	The Latin America Beverages segment reflects sales in the Mexico and Caribbean markets from the manufacture and distribution of concentrates, syrup and finished beverages.

Segment results are based on management reports. Net sales and SOP are the significant financial measures used to assess the operating performance of the Company's operating segments.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Information about the Company's operations by operating segment for the three and six months ended June 30, 2012 and 2011 is as follows (in millions):



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2012		2011		2012		2011
Segment Results – Net sales
Beverage Concentrates	$	331	$	321	$	585	$	576
Packaged Beverages	1,177		1,135		2,194		2,120
Latin America Beverages	113		126		204		217
Net sales	$	1,621	$	1,582	$	2,983	$	2,913



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2012			2011			2012			2011
Segment Results – SOP
Beverage Concentrates	$	214		$	216		$	354		$	371
Packaged Beverages	150			139			261			248
Latin America Beverages	15			17			23			24
Total SOP	379			372			638			643
Unallocated corporate costs	77			81			142			148
Other operating expense (income), net	2			1			4			3
Income from operations	300			290			492			492
Interest expense, net	30			28			62			54
Other income, net	(1		)	(3		)	(4		)	(5		)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	$	271		$	265		$	434		$	443


16.	Guarantor and Non-Guarantor Financial Information

The Company's 2012, 2013, 2016, 2018, 2019, 2021 and 2038 Notes (collectively, the "Notes") are fully and unconditionally guaranteed by substantially all of the Company's existing and future direct and indirect domestic subsidiaries (except two immaterial subsidiaries associated with the Company's charitable foundations) (the "Guarantors"), as defined in the indentures governing the Notes. The Guarantors are wholly-owned either directly or indirectly by the Company and jointly and severally guarantee the Company's obligations under the Notes. None of the Company's subsidiaries organized outside of the U.S. (collectively, the "Non-Guarantors") guarantee the Notes.

The following schedules present the financial information for the three and six months ended June 30, 2012 and 2011 , and as of June 30, 2012 and December 31, 2011 , for Dr Pepper Snapple Group, Inc. (the "Parent"), Guarantors and Non-Guarantors. The consolidating schedules are provided in accordance with the reporting requirements for guarantor subsidiaries (in millions).

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statements of Income
	For the Three Months Ended June 30, 2012
	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net sales	$	—		$	1,471	$	161		$	(11	)	$	1,621
Cost of sales	—			619		77			(11		)	685
Gross profit	—			852		84			—			936
Selling, general and administrative expenses	—			543		56			—			599
Depreciation and amortization	—			34		1			—			35
Other operating expense (income), net	—			2		—			—			2
Income from operations	—			273		27			—			300
Interest expense	31			21		—			(21		)	31
Interest income	(21		)	—		(1		)	21			(1		)
Other (income) expense, net	(3		)	3		(1		)	—			(1		)
Income (loss) before provision for income taxes and equity in earnings of subsidiaries	(7		)	249		29			—			271
Provision for income taxes	(4		)	93		4			—			93
Income (loss) before equity in earnings of subsidiaries	(3		)	156		25			—			178
Equity in earnings of consolidated subsidiaries	181			25		—			(206		)	—
Equity in earnings of unconsolidated subsidiaries, net of tax	—			—		—			—			—
Net income	$	178		$	181	$	25		$	(206	)	$	178

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statements of Income
	For the Three Months Ended June 30, 2011
	Parent			Guarantors		Non-Guarantors			Eliminations			Total
Net sales	$	—		$	1,415	$	175		$	(8	)	$	1,582
Cost of sales	—			593		77			(8		)	662
Gross profit	—			822		98			—			920
Selling, general and administrative expenses	—			529		69			—			598
Depreciation and amortization	—			30		1			—			31
Other operating expense (income), net	—			1		—			—			1
Income from operations	—			262		28			—			290
Interest expense	28			20		—			(20		)	28
Interest income	(19		)	—		(1		)	20			—
Other (income) expense, net	(3		)	—		—			—			(3		)
Income (loss) before provision for income taxes and equity in earnings of subsidiaries	(6		)	242		29			—			265
Provision for income taxes	(4		)	91		7			—			94
Income (loss) before equity in earnings of subsidiaries	(2		)	151		22			—			171
Equity in earnings of consolidated subsidiaries	174			23		—			(197		)	—
Equity in earnings of unconsolidated subsidiaries, net of tax	—			—		1			—			1
Net income	$	172		$	174	$	23		$	(197	)	$	172

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statements of Income
	For the Six Months Ended June 30, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	2,714		$	282		$	(13	)	$	2,983
Cost of sales	—			1,152			130			(13		)	1,269
Gross profit	—			1,562			152			—			1,714
Selling, general and administrative expenses	—			1,049			103			—			1,152
Depreciation and amortization	—			63			3			—			66
Other operating expense (income), net	—			4			—			—			4
Income from operations	—			446			46			—			492
Interest expense	63			43			—			(43		)	63
Interest income	(41		)	—			(3		)	43			(1		)
Other (income) expense, net	(6		)	(1		)	3			—			(4		)
Income (loss) before provision for income taxes and equity in earnings of subsidiaries	(16		)	404			46			—			434
Provision for income taxes	(7		)	154			7			—			154
Income (loss) before equity in earnings of subsidiaries	(9		)	250			39			—			280
Equity in earnings of consolidated subsidiaries	289			39			—			(328		)	—
Equity in earnings of unconsolidated subsidiaries, net of tax	—			—			—			—			—
Net income	$	280		$	289		$	39		$	(328	)	$	280

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statements of Income
	For the Six Months Ended June 30, 2011
	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	2,626		$	297		$	(10	)	$	2,913
Cost of sales	—			1,090			129			(10		)	1,209
Gross profit	—			1,536			168			—			1,704
Selling, general and administrative expenses	—			1,025			120			—			1,145
Depreciation and amortization	—			61			3			—			64
Other operating expense (income), net	—			3			—			—			3
Income from operations	—			447			45			—			492
Interest expense	55			38			—			(38		)	55
Interest income	(37		)	(1		)	(1		)	38			(1		)
Other (income) expense, net	(5		)	—			—			—			(5		)
Income (loss) before provision for income taxes and equity in earnings of subsidiaries	(13		)	410			46			—			443
Provision for income taxes	(7		)	153			12			—			158
Income (loss) before equity in earnings of subsidiaries	(6		)	257			34			—			285
Equity in earnings of consolidated subsidiaries	292			35			—			(327		)	—
Equity in earnings of unconsolidated subsidiaries, net of tax	—			—			1			—			1
Net income	$	286		$	292		$	35		$	(327	)	$	286

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statements of Comprehensive Income
	For the Three Months Ended June 30, 2012
	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	159	$	170	$	10	$	(180	)	$	159



	Condensed Consolidating Statements of Comprehensive Income
	For the Three Months Ended June 30, 2011
	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	176	$	177	$	27	$	(204	)	$	176



	Condensed Consolidating Statements of Comprehensive Income
	For the Six Months Ended June 30, 2012
	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	285	$	300	$	49	$	(349	)	$	285



	Condensed Consolidating Statements of Comprehensive Income
	For the Six Months Ended June 30, 2011
	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	292	$	300	$	52	$	(352	)	$	292

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Balance Sheets
	As of June 30, 2012
	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	242	$	61	$	—		$	303
Accounts receivable:
Trade, net	—		548		67		—			615
Other	3		22		12		—			37
Related party receivable	12		11		—		(23		)	—
Inventories	—		194		23		—			217
Deferred tax assets	16		71		6		—			93
Prepaid expenses and other current assets	155		100		17		(146		)	126
Total current assets	186		1,188		186		(169		)	1,391
Property, plant and equipment, net	—		1,065		76		—			1,141
Investments in consolidated subsidiaries	3,943		559		—		(4,502		)	—
Investments in unconsolidated subsidiaries	1		—		12		—			13
Goodwill	—		2,961		21		—			2,982
Other intangible assets, net	—		2,606		77		—			2,683
Long-term receivable, related parties	2,958		2,317		199		(5,474		)	—
Other non-current assets	473		85		7		—			565
Non-current deferred tax assets	8		—		132		(8		)	132
Total assets	$	7,569	$	10,781	$	710	$	(10,153	)	$	8,907
Current liabilities:
Accounts payable	$	—	$	303	$	34	$	—		$	337
Related party payable	—		12		11		(23		)	—
Deferred revenue	—		63		2		—			65
Current portion of long-term obligations	701		—		—		—			701
Income taxes payable	—		200		2		(146		)	56
Other current liabilities	147		389		39		—			575
Total current liabilities	848		967		88		(169		)	1,734
Long-term obligations to third parties	2,008		12		—		—			2,020
Long-term obligations to related parties	2,316		3,158		—		(5,474		)	—
Non-current deferred tax liabilities	—		629		—		(8		)	621
Non-current deferred revenue	—		1,373		44		—			1,417
Other non-current liabilities	102		699		19		—			820
Total liabilities	5,274		6,838		151		(5,651		)	6,612
Total stockholders' equity	2,295		3,943		559		(4,502		)	2,295
Total liabilities and stockholders' equity	$	7,569	$	10,781	$	710	$	(10,153	)	$	8,907

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Balance Sheets
	As of December 31, 2011
	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	641	$	60	$	—		$	701
Accounts receivable:
Trade, net	—		528		57		—			585
Other	2		28		20		—			50
Related party receivable	12		9		—		(21		)	—
Inventories	—		192		20		—			212
Deferred tax assets	12		79		5		—			96
Prepaid and other current assets	145		82		25		(139		)	113
Total current assets	171		1,559		187		(160		)	1,757
Property, plant and equipment, net	—		1,080		72		—			1,152
Investments in consolidated subsidiaries	3,602		530		—		(4,132		)	—
Investments in unconsolidated subsidiaries	2		—		11		—			13
Goodwill	—		2,961		19		—			2,980
Other intangible assets, net	—		2,602		75		—			2,677
Long-term receivable, related parties	2,917		1,970		175		(5,062		)	—
Other non-current assets	467		100		6		—			573
Non-current deferred tax assets	9		—		131		(9		)	131
Total assets	$	7,168	$	10,802	$	676	$	(9,363	)	$	9,283
Current liabilities:
Accounts payable	$	—	$	237	$	28	$	—		$	265
Related party payable	—		12		9		(21		)	—
Deferred revenue	—		63		2		—			65
Current portion of long-term obligations	452		—		—		—			452
Income taxes payable	—		668		1		(139		)	530
Other current liabilities	128		432		43		—			603
Total current liabilities	580		1,412		83		(160		)	1,915
Long-term obligations to third parties	2,249		7		—		—			2,256
Long-term obligations to related parties	1,970		3,092		—		(5,062		)	—
Non-current deferred tax liabilities	—		595		—		(9		)	586
Non-current deferred revenue	1		1,404		44		—			1,449
Other non-current liabilities	105		690		19		—			814
Total liabilities	4,905		7,200		146		(5,231		)	7,020
Total stockholders' equity	2,263		3,602		530		(4,132		)	2,263
Total liabilities and stockholders' equity	$	7,168	$	10,802	$	676	$	(9,363	)	$	9,283

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statements of Cash Flows
	For the Six Months Ended June 30, 2012
	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Operating activities:
Net cash (used in) provided by operating activities	$	(65	)	$	(31	)	$	55		$	—		$	(41	)
Investing activities:
Purchase of property, plant and equipment	—			(79		)	(10		)	—			(89		)
Return of capital	—			21			(21		)	—			—
Purchase of intangible assets	—			(7		)	—			—			(7		)
Proceeds from disposals of property, plant and equipment	—			5			—			—			5
Issuance of related party notes receivable	—			(346		)	(25		)	371			—
Net cash (used in) provided by investing activities	—			(406		)	(56		)	371			(91		)
Financing activities:
Proceeds from issuance of related party long-term debt	346			25			—			(371		)	—
Repurchase of shares of common stock	(152		)	—			—			—			(152		)
Dividends paid	(141		)	—			—			—			(141		)
Proceeds from stock options exercised	12			—			—			—			12
Excess tax benefit on stock-based compensation	—			15			—			—			15
Other, net	—			(2		)	—			—			(2		)
Net cash (used in) provided by financing activities	65			38			—			(371		)	(268		)
Cash and cash equivalents — net change from:
Operating, investing and financing activities	—			(399		)	(1		)	—			(400		)
Effect of exchange rate changes on cash and cash equivalents	—			—			2			—			2
Cash and cash equivalents at beginning of period	—			641			60			—			701
Cash and cash equivalents at end of period	$	—		$	242		$	61		$	—		$	303

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



	Condensed Consolidating Statements of Cash Flows
	For the Six Months Ended June 30, 2011
	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Operating activities:
Net cash (used in) provided by operating activities	$	(58	)	$	276		$	38		$	—		$	256
Investing activities:
Purchase of property, plant and equipment	—			(99		)	(5		)	—			(104		)
Proceeds from disposals of property, plant and equipment	—			1			—			—			1
Issuance of related party notes receivable	—			(486		)	(15		)	501			—
Repayment of related party notes receivable	—			500			—			(500		)	—
Net cash (used in) provided by investing activities	—			(84		)	(20		)	1			(103		)
Financing activities:
Proceeds from issuance of related party long-term debt	486			15			—			(501		)	—
Proceeds from issuance of senior unsecured notes	500			—			—			—			500
Repayment of related party long-term debt	(500		)	—			—			500			—
Repurchase of shares of common stock	(325		)	—			—			—			(325		)
Dividends paid	(111		)	—			—			—			(111		)
Proceeds from stock options exercised	12			—			—			—			12
Excess tax benefit on stock-based compensation	—			8			—			—			8
Other, net	(4		)	(1		)	—			—			(5		)
Net cash (used in) provided by financing activities	58			22			—			(1		)	79
Cash and cash equivalents — net change from:
Operating, investing and financing activities	—			214			18			—			232
Effect of exchange rate changes on cash and cash equivalents	—			1			2			—			3
Cash and cash equivalents at beginning of period	—			252			63			—			315
Cash and cash equivalents at end of period	$	—		$	467		$	83		$	—		$	550

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Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2011 .

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, in particular, statements about future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation, labor matters and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "may," "will," "expect," "anticipate," "believe," "estimate," "plan," "intend" or the negative of these terms or similar expressions in this Quarterly Report on Form 10-Q. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 . Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this Quarterly Report on Form 10-Q, except to the extent required by applicable securities laws.

This Quarterly Report on Form 10-Q contains the names of some of our owned or licensed trademarks, trade names and service marks, which we refer to as our brands. All of the product names included in this Quarterly Report on Form 10-Q are either our registered trademarks or those of our licensors.

Cadbury plc and Cadbury Schweppes plc are hereafter collectively referred to as "Cadbury", unless otherwise indicated. Kraft Foods Inc. acquired Cadbury on February 2, 2010. Kraft Foods Inc. and/or its subsidiaries are hereafter collectively referred to as "Kraft".

Overview

We are a leading integrated brand owner, manufacturer and distributor of non-alcoholic beverages in the United States ("U.S."), Canada and Mexico with a diverse portfolio of flavored carbonated soft drinks ("CSDs") and non-carbonated beverages ("NCBs"), including ready-to-drink teas, juices, juice drinks and mixers. Our brand portfolio includes popular CSD brands such as Dr Pepper, Sunkist soda, 7UP, A&W, Canada Dry, Crush, Squirt, Peñafiel, and Schweppes, and NCB brands such as Snapple, Mott's, Hawaiian Punch, Clamato, Rose's and Mr & Mrs T mixers. Our largest brand, Dr Pepper, is a leading flavored CSD in the U.S. according to The Nielsen Company. We have some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.

We operate as an integrated brand owner, manufacturer and distributor through our three segments. We believe our integrated business model strengthens our route-to-market and provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our manufacturing and distribution businesses through both our Direct Store Delivery ("DSD") system and our Warehouse Direct ("WD") delivery system. Our integrated business model enables us to be more flexible and responsive to the changing needs of our large retail customers and allows us to more fully leverage our scale and reduce costs by creating greater geographic manufacturing and distribution coverage.

The beverage market is subject to some seasonal variations. Our beverage sales are generally higher during the warmer months and also can be influenced by the timing of holidays and religious festivals as well as weather fluctuations.

Beverage Concentrates

Our Beverage Concentrates segment is principally a brand ownership business. In this segment we manufacture and sell beverage concentrates in the U.S. and Canada. Most of the brands in this segment are CSD brands. Key brands include Dr Pepper, Canada Dry, Crush, Schweppes, 7UP, Sunkist soda, A&W, Sun Drop, RC Cola, Diet Rite, Squirt, Welch's, Country Time, Vernors and the concentrate form of Hawaiian Punch.

Almost all of our beverage concentrates are manufactured at our plant in St. Louis, Missouri.

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The beverage concentrates are shipped to third party bottlers, as well as to our own manufacturing systems, who combine them with carbonation, water, sweeteners and other ingredients, package it in PET containers, glass bottles and aluminum cans, and sell it as a finished beverage to retailers. Beverage concentrates are also manufactured into syrup, which is shipped to fountain customers, such as fast food restaurants, who mix the syrup with water and carbonation to create a finished beverage at the point of sale to consumers. Dr Pepper represents most of our fountain channel volume. Concentrate prices historically have been reviewed and adjusted at least on an annual basis.

Our Beverage Concentrates brands are sold by bottlers, including our own Packaged Beverages segment, through all major retail channels including supermarkets, fountains, mass merchandisers, club stores, vending machines, convenience stores, gas stations, small groceries, drug chains and dollar stores.

Packaged Beverages

Our Packaged Beverages segment is principally a brand ownership, manufacturing and distribution business. In this segment, we primarily manufacture and distribute packaged beverages and other products, including our brands, third party owned brands and certain private label beverages, in the U.S. and Canada. Key NCB brands in this segment include Snapple, Hawaiian Punch, Mott's, Yoo-Hoo, Clamato, Deja Blue, AriZona, FIJI, Mistic, Nantucket Nectars, ReaLemon, Mr and Mrs T mixers, Rose's and Country Time. Key CSD brands in this segment include 7UP, Dr Pepper, A&W, Sunkist soda, Canada Dry, Squirt, RC Cola, Big Red, Sun Drop, Diet Rite, IBC and Vernors. Additionally, we distribute third party brands such as Big Red, AriZona tea, FIJI mineral water, Neuro beverages, Vita Coco coconut water and Hydrive energy drinks and a portion of our sales comes from bottling beverages and other products for private label owners or others for a fee. Although the majority of our Packaged Beverages' net sales relate to our brands, we also provide a route-to-market for third party brand owners seeking effective distribution for their new and emerging brands. These brands give us exposure in certain markets to fast growing segments of the beverage industry with minimal capital investment.

Our Packaged Beverages' products are manufactured in multiple facilities across the U.S. and are sold or distributed to retailers and their warehouses by our own distribution network or by third party distributors. The raw materials used to manufacture our products include aluminum cans and ends, glass bottles, PET bottles and caps, paper products, sweeteners, juices, water and other ingredients.

We sell our Packaged Beverages' products both through our DSD system, supported by a fleet of approximately 6,000 trucks and 12,000 employees, including sales representatives, merchandisers, drivers and warehouse workers, as well as through our WD system, both of which include the sales to all major retail channels, including supermarkets, fountain, mass merchandisers, club stores, vending machines, convenience stores, gas stations, small groceries, drug chains and dollar stores.

Latin America Beverages

Our Latin America Beverages segment is a brand ownership, manufacturing and distribution business. This segment participates mainly in the carbonated mineral water, flavored CSD, bottled water and vegetable juice categories, with particular strength in carbonated mineral water and grapefruit flavored CSDs. Key brands include Peñafiel, Squirt, Clamato and Aguafiel.

In Mexico, we manufacture and distribute our products through our bottling operations and third party bottlers and distributors. In the Caribbean, we distribute our products through third party bottlers and distributors. In Mexico, we also participate in a joint venture to manufacture Aguafiel brand water with Acqua Minerale San Benedetto. We provide expertise in the Mexican beverage market and Acqua Minerale San Benedetto provides expertise in water production and new packaging technologies.

We sell our finished beverages through all major Mexican retail channels, including the "mom and pop" stores, supermarkets, hypermarkets, and on premise channels.

Volume

In evaluating our performance, we consider different volume measures depending on whether we sell beverage concentrates or finished beverages.

Beverage Concentrates Sales Volume

In our Beverage Concentrates segment, we measure our sales volume in two ways: (1) "concentrate case sales" and (2) "bottler case sales." The unit of measurement for both concentrate case sales and bottler case sales equals 288 fluid ounces of finished beverage, the equivalent of 24 twelve ounce servings.

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Concentrate case sales represent units of measurement for concentrates sold by us to our bottlers and distributors. A concentrate case is the amount of concentrate needed to make one case of 288 fluid ounces of finished beverage. It does not include any other component of the finished beverage other than concentrate. Our net sales in our concentrate businesses are based on our sales of concentrate cases.

Although net sales in our concentrate businesses are based on concentrate case sales, we believe that bottler case sales are also a significant measure of our performance because they measure sales of packaged beverages into retail channels.

Packaged Beverages Sales Volume

In our Packaged Beverages segment, we measure volume as case sales to customers. A case sale represents a unit of measurement equal to 288 fluid ounces of packaged beverage sold by us. Case sales include both our owned brands and certain brands licensed to and/or distributed by us.

Volume in Bottler Case Sales

In addition to sales volume, we measure volume in bottler case sales ("volume (BCS)") as sales of packaged beverages, in equivalent 288 fluid ounce cases, sold by us and our bottling partners to retailers and independent distributors. Our contract manufacturing sales are not included or reported as part of volume (BCS).

Bottler case sales, concentrate case sales and packaged beverage sales volume are not equal during any given period due to changes in bottler concentrate inventory levels, which can be affected by seasonality, bottler inventory and manufacturing practices, and the timing of price increases and new product introductions.

Company Highlights and Recent Developments


•	Net sales totaled $1,621 million for the three months ended June 30, 2012 , an increase of $39 million , or approximately 2% , from the three months ended June 30, 2011 .


•	Net income for the three months ended June 30, 2012 , was $178 million , compared to $172 million for the year ago period, an increase of $6 million , or approximately 3% .


•	Diluted earnings per share were $0.83 per share for the three months ended June 30, 2012 , compared with $0.77 for the year ago period, an increase of $0.06, or approximately 8% .


•	During the three and six months ended June 30, 2012 , we repurchased 1.6 million and 3.8 million shares, respectively, of our common stock valued at approximately $67 million and $152 million , respectively.


•	During the second quarter of 2012, our Board of Directors (our "Board") declared a dividend of $0.34 per share, which was paid on July 6, 2012, to shareholders of record on June 18, 2012.

Results of Operations

We eliminate from our financial results all intercompany transactions between entities included in the consolidation and the intercompany transactions with our equity method investees.

References in the financial tables to percentage changes that are not meaningful are denoted by "NM."

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Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Consolidated Operations

The following table sets forth our unaudited consolidated results of operations for the three months ended June 30, 2012 and 2011 (dollars in millions):



	For the Three Months Ended June 30,
	2012					2011					Percentage
	Dollars			Percent		Dollars			Percent		Change
Net sales	$	1,621		100.0	%	$	1,582		100.0	%	2	%
Cost of sales	685			42.3		662			41.8
Gross profit	936			57.7		920			58.2		2
Selling, general and administrative expenses	599			36.9		598			37.9
Depreciation and amortization	35			2.2		31			2.0
Other operating expense (income), net	2			0.1		1			0.1
Income from operations	300			18.5		290			18.3		3
Interest expense	31			1.9		28			1.8
Interest income	(1		)	(0.1	)	—			—
Other income, net	(1		)	—		(3		)	(0.1	)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	271			16.7		265			16.8		2
Provision for income taxes	93			5.7		94			6.0
Income before equity in earnings of unconsolidated subsidiaries	178			11.0		171			10.8
Equity in earnings of unconsolidated subsidiaries, net of tax	—			—		1			0.1
Net income	$	178		11.0	%	$	172		10.9	%	3	%

Earnings per common share:
Basic	$	0.84		NM		$	0.78		NM		8	%
Diluted	$	0.83		NM		$	0.77		NM		8	%

Volume (BCS). Volume (BCS) decreased 1% for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . In the U.S. and Canada, volume declined 1% and in Mexico and the Caribbean, volume declined 2% compared with the year ago period. CSD volume was flat , while NCB volume decreased 6% . In CSDs, Dr Pepper volume increased 1% due to the growth from the launch of Dr Pepper TEN, which occurred in the fourth quarter of 2011, and the impact of additional fountain availability. Our "Core 5" brands (7UP, Sunkist soda, A&W, Canada Dry and Sun Drop) were up 1% compared to the year ago period as a result of mid single-digit increases in Canada Dry and A&W. partially offset by a double-digit decline in Sun Drop and a low single-digit decline in 7UP. Crush decreased 8% . Schweppes increased 7% due to growth in the ginger ale category. Decreases in NCBs were driven by a 20% decrease in Hawaiian Punch and a 2% decrease in Mott's due to net pricing increases. These decreases were partially offset by 8% growth in Clamato driven by distribution gains and an increase of 1% in Snapple as a result of package and flavor innovation.

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Net Sales. Net sales increased $39 million , or approximately 2% , for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . The increase was attributable to favorable product mix, price increases and lower discounts. These drivers were partially offset by lower sales volumes and the unfavorable impact of foreign currency.

Gross Profit . Gross profit increased $16 million , or approximately 2% , for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . Gross margin of 57.7% for the three months ended June 30, 2012 , was lower than the 58.2% gross margin for the three months ended June 30, 2011 . Significant factors causing the decrease in gross margin were higher costs for flavors, sweeteners, packaging materials, apple juice concentrate and other commodities and unfavorable product mix, which were partially offset by increases in our net price realization.

Selling, General and Administrative Expenses. Although selling, general and administrative ("SG&A") expenses, as a percentage of net sales, improved to 36.9% for the three months ended June 30, 2012 , compared to 37.9% in the prior year period, SG&A expenses increased $1 million for the three months ended June 30, 2012 compared with the prior period. The increase was primarily the result of higher labor and benefit costs and an increase in marketing investments primarily related to Dr Pepper and our Core 5 brands, which were partially offset by lower transportation costs.

Income from Operations. Income from operations increased $10 million to $300 million for the three months ended June 30, 2012 , compared with the year ago period, driven primarily by the benefit of higher sales. This increase was partially offset by higher costs for flavors, sweeteners, packaging materials, apple juice concentrate and other commodities and an $8 million depreciation adjustment associated with the reassessment of a capital lease executed prior to the separation from Cadbury.

Interest Expense, Interest Income and Other Income, Net. Interest expense increased $3 million for the three months ended June 30, 2012 , compared with the year ago period primarily due to higher interest rates associated with the senior notes issued during 2011. Other income, net was $1 million for the three months ended June 30, 2012 , which related primarily to indemnity income associated with the Tax Sharing and Indemnification Agreement with Kraft.

Provision for Income Taxes. The effective tax rates for the three months ended June 30, 2012 and 2011 were 34.3% and 35.5% , respectively. The effective tax rate for the current year period was lower than the prior year period due primarily to the favorable impact of an Ontario, Canada tax rate change resulting in a revaluation of primarily separation related Canadian deferred tax assets. The impact of the Canadian benefit decreased the provision for income taxes and the effective tax rate for the three months ended June 30, 2012 by $4 million and 1.5% , respectively.

The prior year effective tax rate included certain state and federal income tax benefits, primarily the domestic manufacturing deduction, related to the PepsiCo and Coca-Cola licensing agreements executed in 2010. The impact of these benefits decreased the provision for income taxes and the effective tax rate for the three months ended June 30, 2011 by $6 million and 2.3% , respectively.

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Results of Operations by Segment

We report our business in three segments: Beverage Concentrates, Packaged Beverages and Latin America Beverages. The key financial measures management uses to assess the performance of our segments are net sales and segment operating profit ("SOP"). The following tables set forth net sales and SOP for our segments for the three months ended June 30, 2012 and 2011 , as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") (in millions):



	For the Three Months Ended June 30,
	2012			2011
Segment Results — Net sales
Beverage Concentrates	$	331		$	321
Packaged Beverages	1,177			1,135
Latin America Beverages	113			126
Net sales	$	1,621		$	1,582

	For the Three Months Ended June 30,
	2012			2011
Segment Results — SOP
Beverage Concentrates	$	214		$	216
Packaged Beverages	150			139
Latin America Beverages	15			17
Total SOP	379			372
Unallocated corporate costs	77			81
Other operating expense (income), net	2			1
Income from operations	300			290
Interest expense, net	30			28
Other income, net	(1		)	(3		)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	$	271		$	265

Beverage Concentrates

The following table details our Beverage Concentrates segment's net sales and SOP for the three months ended June 30, 2012 and 2011 (in millions):



	For the Three Months Ended June 30,
	2012		2011		Change
Net sales	$	331	$	321	$	10
SOP	214		216		(2		)

Net Sales. Net sales increased $10 million , for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . The increase was primarily due to an increase in concentrate prices, lower discounts and favorable mix, which were partially offset by a 2% decline in concentrate case sales.

SOP. SOP decreased $2 million , for the three months ended June 30, 2012 , as compared with the year ago period, due to an $8 million increase in marketing investments primarily related to marketing programs for Dr Pepper and our Core 5 and higher costs for flavors, sweeteners and other commodities, were partially offset by the benefit of higher net sales.

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Volume (BCS). Volume (BCS) decreased 1% for the three months ended June 30, 2012 , as compared with the year ago period. Crush had a high single-digit decline whereas Schweppes had a high single-digit increase due to growth in the ginger ale category. Our Core 5 brands decreased approximately 2% compared to the prior year as a result of a high single-digit decrease in Sunkist soda, mid single-digit decrease in Sun Drop and low single-digit decrease in 7UP, partially offset by low single-digit increases in A&W and Canada Dry. Dr Pepper volume increased 1% due to the growth from the launch of Dr Pepper TEN, which occurred in the fourth quarter of 2011, and the impact of additional fountain availability.

Packaged Beverages

The following table details our Packaged Beverages segment's net sales and SOP for the three months ended June 30, 2012 and 2011 (in millions):



	For the Three Months Ended June 30,
	2012		2011		Change
Net sales	$	1,177	$	1,135	$	42
SOP	150		139		11

Volume. Total sales volume was flat for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . Higher CSD volumes and contract manufacturing in creased our total segment sales volume by 1% and 1% , respectively. Lower NCB volumes reduced our total sales volume by 2% .

Within CSDs, volume in creased 2% for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . Volume for our Core 5 brands in creased 3% , led by high single-digit increases in Sunkist soda, as a result of the launch of our new Strawberry and Grape flavors, and Canada Dry and a mid single-digit increase in A&W. Sun Drop experienced a double-digit volume decrease due to cycling the national launch of the brand in the prior year while 7UP was impacted by a low single-digit decrease. Dr Pepper volumes in creased 2% for the three months ended June 30, 2012 , as growth from the launch of Dr Pepper TEN, which occurred in the fourth quarter of 2011, was partially offset by decreased volume in Diet Dr Pepper as a result of the overall decline in the diet category.

Within NCBs, volume de creased 5% . Hawaiian Punch and Mott's de clined 21% and 2% , respectively, as a result of net pricing increases. These decreases were partially offset by a 21% increase in our water category led by FIJI and a 2% in crease in Snapple due to package and flavor innovation.

Net Sales. Net sales in creased $42 million for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . Net sales increased due to favorable product mix, net pricing increases for CSDs, Hawaiian Punch and Mott's and lower discounts. These increases were partially offset by a decrease in our branded sales volumes.

SOP. SOP in creased $11 million for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . Significant factors included the benefit of higher sales and lower distribution fees as a result of lower NCB volumes. These factors were partially offset by higher labor and benefits, higher costs for flavors, sweeteners, packaging, apple juice concentrate, and other commodities and an $8 million depreciation adjustment associated with the reassessment of a capital lease executed prior to separation.

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Latin America Beverages

The following table details our Latin America Beverages segment's net sales and SOP for the three months ended June 30, 2012 and 2011 (in millions):



	For the Three Months Ended June 30,
	2012		2011		Change
Net sales	$	113	$	126	$	(13	)
SOP	15		17		(2		)

Volume. Sales volume de creased 2% for the three months ended June 30, 2012 , as compared with the three months ended June 30, 2011 . The de crease in volume was driven by a 22% de crease in Aguafiel as a result of lower promotional activity. These decreases in sales volume were partially offset by a 23% in crease in Clamato, an 11% in crease in Crush and a double-digit increase in Dr Pepper.

Net Sales. Net sales de creased 10% for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 . Net sales decreased as a result of $14 million of unfavorable foreign currency translation, a $4 million reclassification for certain transportation allowances to our customers from SG&A expenses to net sales and lower sales volume. These decreases were partially offset by favorable product mix and price increases.

SOP. SOP de creased $2 million , or approximately 12% , for the three months ended June 30, 2012 , compared with the three months ended June 30, 2011 , primarily due to the unfavorable foreign currency effects of $4 million and increased marketing investments. These decreases were partially offset by the impact of favorable product mix and price increases.

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Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Consolidated Operations

The following table sets forth our unaudited consolidated results of operations for the six months ended June 30, 2012 and 2011 (dollars in millions):



	For the Six Months Ended June 30,
	2012					2011					Percentage
	Dollars			Percent		Dollars			Percent		Change
Net sales	$	2,983		100.0	%	$	2,913		100.0	%	2	%
Cost of sales	1,269			42.5		1,209			41.5
Gross profit	1,714			57.5		1,704			58.5		1
Selling, general and administrative expenses	1,152			38.7		1,145			39.4
Depreciation and amortization	66			2.2		64			2.2
Other operating expense (income), net	4			0.1		3			0.1
Income from operations	492			16.5		492			16.9		—
Interest expense	63			2.1		55			1.9
Interest income	(1		)	—		(1		)	—
Other income, net	(4		)	(0.1	)	(5		)	(0.1	)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	434			14.5		443			15.2		(2	)
Provision for income taxes	154			5.1		158			5.5
Income before equity in earnings of unconsolidated subsidiaries	280			9.4		285			9.8
Equity in earnings of unconsolidated subsidiaries, net of tax	—			—		1			—
Net income	$	280		9.4	%	$	286		9.8	%	(2	)%

Earnings per common share:
Basic	$	1.32		NM		$	1.28		NM		3	%
Diluted	$	1.31		NM		$	1.27		NM		3	%

Volume (BCS). Volume (BCS) decreased 1% for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . In the U.S. and Canada, volume declined 1% and in Mexico and the Caribbean, volume increased 1% compared with the year ago period. CSD volume increased 1% , while NCB volume decreased 7% . In CSDs, Dr Pepper volume increased 2% due to the growth from the launch of Dr Pepper TEN, which occurred in the fourth quarter of 2011, and the impact of additional fountain availability. Our Core 5 brands were up 2% compared to the year ago period as a result of mid single-digit increases in Canada Dry, A&W and Sunkist soda, which were partially offset by a double-digit decline in Sun Drop due to cycling the national launch of the brand in the prior year. Peñafiel increased 3% due to targeted marketing programs, while Squirt increased 2% . Schweppes grew 7% reflecting growth in the ginger ale category, while RC Cola was up 5% as a result of our value strategy. Crush decreased 7% . Decreases in NCBs were driven by a 21% decrease in Hawaiian Punch and a 10% decrease in Mott's due to cycling price increases that were taken in mid-year 2011 as a result of the higher costs for commodities, primarily apple juice concentrate. These decreases were partially offset by a 15% increase in Clamato driven by distribution gains and 3% growth in Snapple as a result of package and flavor innovation.

Net Sales. Net sales increased $70 million , or approximately 2% for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . The increase was attributable to favorable product mix, price increases and lower discounts. These drivers were partially offset by lower sales volumes and the unfavorable impact of foreign currency.

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Gross Profit . Gross profit increased $10 million , or approximately 1% , for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . Gross margin of 57.5% for the six months ended June 30, 2012 , was lower than the 58.5% gross margin for the six months ended June 30, 2011 . Significant factors causing the decrease in gross margin were higher costs for packaging materials, flavors, apple juice concentrate, sweeteners, and other commodities, which were partially offset by increases in our net price realization.

Selling, General and Administrative Expenses. Although SG&A expenses, as a percentage of net sales, improved to 38.7% for the six months ended June 30, 2012 , compared to 39.4% in the prior year, SG&A expenses increased $7 million for the six months ended June 30, 2012 compared with the prior period. The increase was the result of higher labor and benefit costs, an increase in marketing investments primarily related to Dr Pepper and our Core 5, partially offset by lower transportation costs and the favorable impact of foreign currency on our SG&A expenses.

Income from Operations. Income from operations was $492 million for the six months ended June 30, 2012 , which was flat as compared with the year ago period as the significant drivers were offset. The benefit of higher sales was offset by higher costs for packaging materials, flavors, apple juice concentrate, sweeteners and other commodities, an $8 million depreciation adjustment associated with the reassessment of a capital lease executed prior to the separation from Cadbury and an increase in SG&A expenses.

Interest Expense, Interest Income and Other Income, Net. Interest expense increased $8 million for the six months ended June 30, 2012 , compared with the year ago period primarily due to higher interest rates associated with the senior notes issued during 2011. Other income, net was $4 million for the six months ended June 30, 2012 , which related primarily to indemnity income associated with the Tax Sharing and Indemnification Agreement with Kraft.

Provision for Income Taxes. The effective tax rates for the six months ended June 30, 2012 and 2011 were 35.5% and 35.7% , respectively. The effective tax rate for the current year period was lower than the prior year period due primarily to the favorable impact of an Ontario, Canada tax rate change resulting in a revaluation of primarily separation related Canadian deferred tax assets. The impact of the Canadian benefit decreased the provision for income taxes and the effective tax rate for the six months ended June 30, 2012 by $4 million and 0.9% , respectively.

The prior year effective tax rate included certain non-recurring state and federal income tax benefits, primarily the domestic manufacturing deduction, related to the PepsiCo and Coca-Cola licensing agreements executed in 2010. The impact of these benefits decreased the provision for income taxes and the effective tax rate for the six months ended June 30, 2011 by $9 million and 2% , respectively.

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Results of Operations by Segment

The following tables set forth net sales and SOP for our segments for the six months ended June 30, 2012 and 2011 , as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with accounting principles generally accepted in the U.S. GAAP (in millions):



	For the Six Months Ended June 30,
	2012			2011
Segment Results — Net sales
Beverage Concentrates	$	585		$	576
Packaged Beverages	2,194			2,120
Latin America Beverages	204			217
Net sales	$	2,983		$	2,913

	For the Six Months Ended June 30,
	2012			2011
Segment Results — SOP
Beverage Concentrates	$	354		$	371
Packaged Beverages	261			248
Latin America Beverages	23			24
Total SOP	638			643
Unallocated corporate costs	142			148
Other operating expense (income), net	4			3
Income from operations	492			492
Interest expense, net	62			54
Other income, net	(4		)	(5		)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	$	434		$	443

Beverage Concentrates

The following table details our Beverage Concentrates segment's net sales and SOP for the six months ended June 30, 2012 and 2011 (in millions):



	For the Six Months Ended June 30,
	2012		2011		Change
Net sales	$	585	$	576	$	9
SOP	354		371		(17		)

Net Sales. Net sales increased $9 million , for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . The increase was primarily due to an increase in concentrate prices, lower discounts and favorable mix, which were partially offset by a 3% decline in concentrate case sales.

SOP. SOP decreased $17 million , or approximately 5% , for the six months ended June 30, 2012 , as compared with the year ago period, due to an $18 million increase in marketing investments primarily related to marketing programs for Dr Pepper and our Core 5 and higher costs for flavors, sweeteners and other commodities, were partially offset by the benefit of higher net sales.

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Volume (BCS). Volume (BCS) was flat for the six months ended June 30, 2012 , as compared with the year ago period. Dr Pepper volume increased 2% due to the growth from the launch of Dr Pepper TEN, which occurred in the fourth quarter of 2011, and the impact of additional fountain availability. Crush had a high single-digit decline whereas Schweppes had a high single-digit increase due to growth in the ginger ale category. Our Core 5 brands decreased approximately 2% compared to the prior year as a result of a high single-digit decreases in Sun Drop and Sunkist soda and a low single-digit decrease in 7UP, partially offset by a low single-digit increase in Canada Dry.

Packaged Beverages

The following table details our Packaged Beverages segment's net sales and SOP for the six months ended June 30, 2012 and 2011 (in millions):



	For the Six Months Ended June 30,
	2012		2011		Change
Net sales	$	2,194	$	2,120	$	74
SOP	261		248		13

Volume. Total sales volume in creased 1% for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . Higher CSD volumes and contract manufacturing in creased our total segment sales volume by 2% and 1% , respectively. Lower NCB volumes reduced our total sales volume by 2% .

Within CSDs, volume in creased 4% for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . Volume for our Core 5 brands in creased 5% led by double-digit increases in Sunkist soda, as a result of the launch of our new Strawberry and Grape flavors, and Canada Dry and a high single-digit increase in A&W. Sun Drop experienced a double-digit decrease due to cycling the national launch of the brand in the prior year. Dr Pepper volumes in creased 3% for the six months ended June 30, 2012 , as growth from the launch of Dr Pepper TEN, which occurred in the fourth quarter of 2011, was partially offset by decreased volume in Diet Dr Pepper as a result of the overall decline in the diet category. Our other brands, which include RC Cola, in creased 2% for the six months ended June 30, 2012 as a result of our value strategy.

Within NCBs, volume de creased 6% . Hawaiian Punch and Mott's de clined 21% and 10% , respectively, as a result of net pricing increases. These decreases were partially offset by a 17% increase in our water category led by Vita Coco and FIJI and a 3% in crease in Snapple due to package and flavor innovation.

Net Sales. Net sales in creased $74 million for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . Net sales increased due to favorable product mix, net pricing increases for CSDs, Hawaiian Punch and Mott's and lower discounts. These increases were partially offset by a decrease in branded sales volumes.

SOP. SOP in creased $13 million for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . Significant factors included the benefit of higher sales, lower distribution fees as a result of lower NCB volumes and ongoing productivity improvements. These factors were partially offset by higher costs for packaging, apple juice concentrate, sweeteners, flavors, and other commodities and higher labor and benefit costs.

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Latin America Beverages

The following table details our Latin America Beverages segment's net sales and SOP for the six months ended June 30, 2012 and 2011 (in millions):



	For the Six Months Ended June 30,
	2012		2011		Change
Net sales	$	204	$	217	$	(13	)
SOP	23		24		(1		)

Volume. Sales volume in creased 1% for the six months ended June 30, 2012 , as compared with the six months ended June 30, 2011 . The in crease in volume was driven by a 3% increase in Peñafiel, a 22% in crease in Clamato, a 1% in crease in Squirt, a 7% in crease in Crush and a double-digit increase in Dr Pepper. These increases in sales volume were partially offset by a 16% de crease in Aguafiel as a result of lower promotional activity.

Net Sales. Net sales de creased 6% for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 . Net sales decreased as a result of $19 million of unfavorable foreign currency translation and a $7 million reclassification for certain transportation allowances to our customers from SG&A expenses to net sales. These decreases were partially offset by favorable product mix, price increases and increased sales volumes.

SOP. SOP de creased $1 million , or approximately 4% , for the six months ended June 30, 2012 , compared with the six months ended June 30, 2011 , primarily due to the unfavorable foreign currency effects of $4 million , higher marketing investments, higher packaging ingredient and manufacturing costs and higher logistics costs. These decreases were partially offset by the impact of favorable product mix, price increases and increased sales volumes.

Critical Accounting Estimates

The process of preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. Critical accounting estimates are both fundamental to the portrayal of a company's financial condition and results and require difficult, subjective or complex estimates and assessments. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. Actual amounts may differ from these estimates and judgments. We have identified the following estimates as critical accounting estimates:


•	revenue recognition;


•	customer marketing programs and incentives;


•	goodwill and other indefinite lived intangible assets;


•	pension and postretirement benefits;


•	risk management programs; and


•	income taxes.

These critical accounting estimates are discussed in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2011 .

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Liquidity and Capital Resources

Trends and Uncertainties Affecting Liquidity

Customer and consumer demand for the Company's products may be impacted by recession or other economic downturn in the U.S., Canada, Mexico or the Caribbean, which could result in a reduction in our sales volume. Similarly, disruptions in financial and credit markets may impact the Company's ability to manage normal commercial relationships with its customers, suppliers and creditors. These disruptions could have a negative impact on the ability of our customers to timely pay their obligations to us, thus reducing our cash flow, or our vendors to timely supply materials.

We believe that the following trends and uncertainties may also impact liquidity:


•	changes in economic factors could impact consumers' purchasing power;


•	continued capital expenditures to upgrade our existing plants and distribution fleet of trucks, replace and expand our cold drink equipment and make investments in IT systems;


•	continued payment of dividends;


•	seasonality of our operating cash flows could impact short-term liquidity;


•	continued repurchases of our outstanding common stock;


•	ability to issue unsecured commercial paper notes (the "Commercial Paper") on a private placement basis up to a maximum aggregate amount outstanding at any time of $500 million ;


•	ability to refinance our $450 million of 2.35% senior notes due December 21, 2012 or our $250 million of 6.12% senior notes due May 1, 2013; and


•	ability to execute a new revolving credit facility to replace our existing senior unsecured credit facility maturing in April 2013.

Financing Arrangements

The following descriptions represent our available financing arrangements as of June 30, 2012 . As of June 30, 2012 , we were in compliance with all covenant requirements for our senior unsecured notes and the senior unsecured credit agreement.

Senior Unsecured Credit Facility

Our senior unsecured credit agreement, which was amended and restated on April 11, 2008 (the "senior unsecured credit facility"), provides for the revolving credit facility (the "Revolver") in an aggregate principal amount of $500 million with a maturity in April 2013. There were no principal borrowings under the Revolver outstanding as of June 30, 2012 or December 31, 2011 . Up to $75 million of the Revolver is available for the issuance of letters of credit, of which $7 million was utilized as of June 30, 2012 and December 31, 2011 . Balances available for additional borrowings and letters of credit were $493 million and $68 million , respectively, as of June 30, 2012 .

Borrowings under the senior unsecured credit facility bear interest at a floating rate per annum based upon the London interbank offered rate for dollars ("LIBOR") or the alternate base rate ("ABR"), in each case plus an applicable margin which varies based upon our debt ratings, from 1.00% to 2.50% , in the case of LIBOR loans, and 0.00% to 1.50% in the case of ABR loans. The alternate base rate means the greater of (a) JPMorgan Chase Bank’s prime rate and (b) the federal funds effective rate plus 0.50% . Interest is payable on the last day of the interest period, but not less than quarterly, in the case of any LIBOR loan, and on the last day of March, June, September and December of each year in the case of any ABR loan.

Any principal amounts outstanding under the Revolver are due and payable in full at maturity.

Commercial Paper Program

On December 10, 2010, we entered into a commercial paper program under which we may issue Commercial Paper on a private placement basis up to a maximum aggregate amount outstanding at any time of $500 million . The maturities of the Commercial Paper will vary, but may not exceed 364 days from the date of issue. We may issue Commercial Paper from time to time for general corporate purposes, and the program is supported by the Revolver. Outstanding Commercial Paper reduces the amount of borrowing capacity available under the Revolver and outstanding amounts under the Revolver reduce the Commercial Paper availability. As of June 30, 2012 and December 31, 2011 , we had no outstanding Commercial Paper.

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Shelf Registration Statement

On November 20, 2009, our Board authorized us to issue up to $1,500 million of debt securities. Subsequently, we filed a "well-known seasoned issuer" shelf registration statement with the Securities and Exchange Commission, effective December 14, 2009, which registers an indeterminable amount of debt securities for future sales. We issued senior unsecured notes of $850 million on December 21, 2009 and $500 million on January 11, 2011.

On May 18, 2011, our Board authorized an additional $1,350 million of debt securities. On November 15, 2011, we issued senior unsecured notes of $ 500 million , as described in the section " Senior Unsecured Notes — The 2019 and 2021 Notes" above. As a result, $1,000 million is available for issuance.

Letters of Credit Facilities

The Company currently has letter of credit facilities available in addition to the portion of the Revolver reserved for issuance of letters of credit. Under these letter of credit facilities, $125 million is available for the issuance of letters of credit, of which $55 million was utilized as of June 30, 2012 and December 31, 2011 , respectively. The balance available for additional letters of credit was $70 million as of June 30, 2012 .

Debt Ratings

As of June 30, 2012 , our debt ratings were Baa1 with a stable outlook from Moody's and BBB with a stable outlook from Standard & Poor's ("S&P"). Our commercial paper ratings were P-2/A-2 from Moody's and S&P.

These debt and commercial paper ratings impact the interest we pay on our financing arrangements. A downgrade of one or both of our debt and commercial paper ratings could increase our interest expense and decrease the cash available to fund anticipated obligations.

Cash Management

We fund our liquidity needs from cash flow from operations, cash on hand or amounts available under our financing arrangements, if necessary.

Capital Expenditures

Cash paid for capital expenditures was $89 million for the six months ended June 30, 2012 . Capital expenditures primarily related to machinery and equipment, plant improvements, expansion and replacement of existing cold drink equipment and IT investments. In 2012, we expect to incur annual capital expenditures, net of proceeds from disposals, in an amount equal to approximately 4% of our net sales, which we expect to fund through cash provided by operating activities.

Acquisitions

We may make future acquisitions. For example, we may make acquisitions of regional bottling companies, distributors, and distribution rights to further extend our geographic coverage. Any acquisitions may require future capital expenditures and restructuring expenses.

Liquidity

Based on our current and anticipated level of operations, we believe that our operating cash flows will be sufficient to meet our anticipated obligations for the next twelve months. To the extent that our operating cash flows are not sufficient to meet our liquidity needs, we may utilize cash on hand or amounts available under our financing arrangements, if necessary.

The following table summarizes our cash activity for the six months ended June 30, 2012 and 2011 (in millions):



	For the Six Months Ended June 30,
	2012			2011
Net cash (used in) provided by operating activities	$	(41	)	$	256
Net cash used in investing activities	(91		)	(103		)
Net cash (used in) provided by financing activities	(268		)	79

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Net Cash (Used In) Provided By Operating Activities

The change in net cash (used in) provided by operating activities was a use of $297 million for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 , primarily due to the tax payments of $531 million resulting from the licensing agreements with PepsiCo and Coca-Cola. The tax payments were partially offset by favorability in our working capital. Accounts payable improved $71 million in 2012 as a result of timing of payments. Trade accounts receivable improved $43 million driven primarily by the increase in net sales and improved collections. Inventories improved $26 million largely due to ongoing productivity improvements.

Net Cash Used in Investing Activities

Cash used in investing activities for the six months ended June 30, 2012 , and 2011 consisted primarily of capital expenditures of $89 million and $104 million , respectively.

Net Cash (Used in) Provided By Financing Activities

Cash used in financing activities for the six months ended June 30, 2012 , consisted of stock repurchases of $152 million and dividend payments of $141 million . For the six months ended June 30, 2011 , cash provided by financing activities consisted of the $500 million proceeds from the issuance of the 2016 Notes, partially offset by stock repurchases of $325 million and dividend payments of $111 million .

Cash and Cash Equivalents

As a result of the above items, cash and cash equivalents de creased $398 million since December 31, 2011 to $303 million as of June 30, 2012 .

Our cash balances are used to fund working capital requirements, scheduled debt and interest payments, capital expenditures, income tax obligations, dividend payments and repurchases of our common stock. Cash available in our foreign operations may not be immediately available for these purposes. Foreign cash balances constitute approximately 20% of our total cash position as of June 30, 2012 .

Dividends

Our Board declared dividends of $0.68 , $1.21 and $0.90 per share on outstanding common stock during the six months ended June 30, 2012 and the years ended December 31, 2011 and 2010 , respectively.

Common Stock Repurchases

During 2010 and 2011, our Board authorized the repurchase of up to $2 billion of the Company's outstanding common stock. For the six months ended June 30, 2012 and 2011 , the Company repurchased and retired 3.8 million and 8.4 million shares of common stock valued at approximately $152 million and $325 million , respectively. Refer to Part II, Item 2 of this Quarterly Report on Form 10-Q for additional information regarding these repurchases.

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Contractual Commitments and Obligations

We enter into various contractual obligations that impact, or could impact, our liquidity. Based on our current and anticipated level of operations, we believe that our proceeds from operating cash flows will be sufficient to meet our anticipated obligations. To the extent that our operating cash flows are not sufficient to meet our liquidity needs, we may utilize cash on hand or amounts available under our financing arrangements, if necessary.

The following table summarizes our contractual obligations and contingencies as of June 30, 2012 (in millions):



			Payments Due in Year
	Total		2012		2013		2014		2015		2016		After 2016
Purchase obligations ⁽¹⁾	$	735	$	389	$	226	$	54	$	24	$	14	$	28
Total	$	735	$	389	$	226	$	54	$	24	$	14	$	28

____________________________


(1)	Amounts represent payments under agreements to purchase goods or services that are legally binding and that specify all significant terms, including capital obligations and long-term contractual obligations.

Through June 30, 2012 , there have been no other material changes to the amounts disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011 .

Off-Balance Sheet Arrangements

We participate in four multiemployer pension plans. We recognized an expense of $2 million and $3 million related to contributions to the four multiemployer pension plans for the three and six months ended June 30, 2012. In the event that we or, in the case of one multiemployer pension plan, another large employer withdraws from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our consolidated statements of income and as a liability on our condensed consolidated balance sheets. We presently have no intention of withdrawing from any of these multiemployer pension plans.

There are no other off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our results of operations, financial condition, liquidity, capital expenditures or capital resources other than letters of credit outstanding. Refer to Note 5 of the Notes to our Unaudited Condensed Consolidated Financial Statements for additional information regarding outstanding letters of credit.

Effect of Recent Accounting Pronouncements

Refer to Note 1 of the Notes to our Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.

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Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates, interest rates, and commodity prices. We do not enter into derivatives or other financial instruments for trading purposes.

Foreign Exchange Risk

The majority of our net sales, expenses, and capital purchases are transacted in U.S. dollars. However, we have some exposure with respect to foreign exchange rate fluctuations. Our primary exposure to foreign exchange rates is the Canadian dollar and Mexican peso against the U.S. dollar. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in our income statement as incurred. As of June 30, 2012 , the impact to net income of a 10% change (up or down) in exchange rates is estimated to be an increase or decrease of approximately $19 million on an annual basis.

We use derivative instruments such as foreign exchange forward contracts to manage a portion of our exposure to changes in foreign exchange rates. For the period ending June 30, 2012 , we had contracts outstanding with a notional value of $113 million maturing at various dates through December 15, 2014.

Interest Rate Risk

We centrally manage our debt portfolio through the use of interest rate swaps and monitor our mix of fixed-rate and variable rate debt. At June 30, 2012 , the carrying value of our debt, excluding capital leases, was $2,709 million , of which $350 million are designated as fair value hedges and are exposed to variability in interest rates.

The following table is an estimate of the impact to the fair value hedges that could result from hypothetical interest rate changes during the term of the financial instruments, based on debt levels as of June 30, 2012 :



Sensitivity Analysis
		Change in Fair Value
Hypothetical Change in Interest Rates	Annual Impact to Interest Expense	Other Current and Non-current Assets	Other Non-current Liabilities	Total Debt
1-percent decrease ⁽¹⁾	$1 million decrease	$39 million increase	—	$39 million increase
1-percent increase	$4 million increase	$27 million decrease	$13 million increase	$40 million decrease

____________________________

(1) We pay an average floating rate, which fluctuates periodically, based on LIBOR and a credit spread, as a result of designated fair value hedges on certain debt instruments. See Note 6 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information. Our weighted average LIBOR rate as of June 30, 2012 was 0.67%. As LIBOR has not historically fallen below 0.25%, our estimate of the annual impact to interest expense reflects this assumption if our hypothetical change in the interest rate fell below the historical threshold.

Commodity Risks

We are subject to market risks with respect to commodities because our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. Our principal commodities risks relate to our purchases of PET, diesel fuel, corn (for high fructose corn syrup), aluminum, sucrose, apple juice concentrate, and natural gas (for use in processing and packaging).

We utilize commodities forward contracts and supplier pricing agreements to hedge the risk of adverse movements in commodity prices for limited time periods for certain commodities. The fair market value of these contracts as of June 30, 2012 , was a net liability of $13 million .

As of June 30, 2012 , the impact to net income of a 10% change (up or down) in market prices of these commodities is estimated to be an increase or decrease of approximately $9 million on an annual basis.

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Item 4.	Controls and Procedures.

Based on an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of June 30, 2012 , our disclosure controls and procedures are effective to (i) provide reasonable assurance that information required to be disclosed in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and (ii) ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) occurred during the quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION


Item 1.	Legal Proceedings.

Information regarding legal proceedings is incorporated by reference from Note 13 of the Notes to our Unaudited Condensed Consolidated Financial Statements.

Item 1A. Risk Factors.

There have been no material changes that we are aware of from the risk factors set forth in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2011 .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

We repurchased approximately 1.6 million shares of our common stock valued at approximately $67 million in the second quarter of 2012 . Our share repurchase activity, on a monthly basis, for the quarter ended June 30, 2012 was as follows (in thousands, except per share data):



Period	Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Maximum Dollar Value of Shares that May Yet be Purchased Under Publicly Announced Plans or Programs
April 1, 2012 – April 30, 2012	18	$	38.68	18	$	1,286,843
May 1, 2012 – May 31, 2012	40	39.80		40	1,285,271
June 1, 2012 – June 30, 2012	1,578	41.36		1,578	1,220,009
For the quarter ended June 30, 2012	1,636	41.30		1,636

____________________________

(1)

As previously announced, on July 12, 2010, our Board authorized the repurchase of $1 billion of the Company's outstanding common stock over the next three years. On November 17, 2011, our Board authorized the repurchase of an additional $1 billion of the Company's outstanding common stock. This column discloses the number of shares purchased pursuant to these programs during the indicated time periods.

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Item 6. 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 Exhibit 2.1 to the Company's Current Report on Form 8-K (filed on May 5, 2008) 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.
3.3*	Amended and Restated By-Laws of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012.
4.1	Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed an Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.2	Form of 6.12% Senior Notes due 2013 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.3	Form of 6.82% Senior Notes due 2018 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.4	Form of 7.45% Senior Notes due 2038 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.5	Registration Rights Agreement, dated April 30, 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 Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.6	Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4.7	Supplemental Indenture, dated May 7, 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 May 12, 2008) and incorporated herein by reference).
4.8	Second Supplemental Indenture dated March 17, 2009, to be effective as of December 31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K (filed on March 26, 2009) and incorporated herein by reference).
4.9	Third Supplemental Indenture, dated October 19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor; Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q (filed November 5, 2009) and incorporated herein by reference).
4.10	Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc. 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).
4.11	First Supplemental Indenture, dated as of December 21, 2009, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
4.12	2.35% Senior Notes due 2012 (in global form), dated December 21, 2009, in the principal amount of $450 million(filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
4.13	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).
4.14	2.90% Senior Note due 2016 (in global form), dated January 11, 2011, in the principal amount of $500 million (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).
4.15	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).
4.16	2.60% Senior Note due 2019 (in global form), dated November 15, 2011, 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 15, 2011) and incorporated herein by reference).

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4.17	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).
12.1*	Computation of Ratio of Earnings to Fixed Charges.
31.1*	Certification of Chief Executive Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule 13a-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 Rule 13a-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 Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
32.2**	Certification of Chief Financial Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101*	The following financial information from Dr Pepper Snapple Group, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2012 and 2011, (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and 2011, (iii) Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011, and (v) the Notes to Condensed Consolidated Financial Statements.

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	Dr Pepper Snapple Group, Inc.

	By:	/s/ Martin M. Ellen

	Name:		Martin M. Ellen
	Title:		Executive Vice President and Chief Financial
			Officer of Dr Pepper Snapple Group, Inc.
Date: July 26, 2012

Exhibit 3.2

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

DR PEPPER SNAPPLE GROUP, INC.

Pursuant to Section 242

of the Delaware General Corporation Law

Dr Pepper Snapple Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies that:

First: the name of the corporation is Dr Pepper Snapple Group, Inc.;

Second: the Amended and Restated Certificate of Incorporation ("Restated Certificate") of Dr Pepper Snapple Group, Inc. was filed in the Office of the Secretary of State of the State of Delaware on May 6, 2008 pursuant to Delaware General Corporation Law;

Third: in accordance with Section 242 of the Delaware General Corporation Law, the board of directors of Dr Pepper Snapple Group, Inc. have adopted a resolution approving the amendment set forth in Article Fifth of this Certificate of Amendment, declaring its advisability, and directing that such amendment be considered at the Annual Meeting of the Stockholders held on May 17, 2012 (the "Annual Meeting"), which meeting was noticed and has been held in accordance with Section 222 of Delaware General Corporation Law.

Fourth: at the Annual Meeting, the amendments received the affirmative vote of not less than two-thirds (2/3) of all holders of the outstanding stock entitled to vote thereon, which is the vote required to approve such amendment in accordance with the Restated Certificate.

Fifth: that sections (c), (d) and (g) of the Article NINTH of the Restated Certificate of Dr Pepper Snapple Group, Inc. are hereby amended in their entirety to read as follows:

(c) Classes of Directors . Until the election of directors at the annual meeting of stockholders to be held after the year ending December 31, 2012 (the "2012 Annual Meeting"), the Board shall be and is divided into three classes: Class I, Class II and Class III. The assignment of directors among classes shall be determined by resolution of the Board.

Dr Pepper Snapple Group, Inc.

Certificate of Amendment to

Amended and Restated Certificate of Incorporation

(d) Terms of Office . Beginning with any director elected at the 2012 Annual Meeting, each director whose term is expiring shall be elected for a term of one (1) year. Any director who was elected for a three (3) year term prior to the 2012 Annual Meeting (each, a "Continuing Classified Director") shall serve the remaining duration of his or her three-year term. Each director shall hold office for the term for which he or she was elected and until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement or removal. Upon the expiration of the term of a Continuing Classified Director, each elected successor for such director shall be elected for a one (1) year term. No decrease in the authorized number of directors shall shorten the term of any Continuing Classified Director.

(g) Vacancies . Subject to the rights of the holders of any series of Preferred Stock then outstanding, any vacancy or newly created directorships in the Board, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy shall have the same remaining term as that of his or her predecessor, subject to the election and qualification of a successor and to such director's earlier death, resignation, retirement or removal.

Sixth: except as amended by this Certificate of Amendment, the Restated Certificate remains in full forth and in effect.

[signature page follows]

Dr Pepper Snapple Group, Inc.

Certificate of Amendment to

Amended and Restated Certificate of Incorporation

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be executed and acknowledged by the Executive Vice President and General Counsel of the Corporation to be effective as of the 17th day of May 2012.




	DR PEPPER SNAPPLE GROUP, INC.

	By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Executive Vice President and General Counsel

Dr Pepper Snapple Group, Inc.

Certificate of Amendment to

Amended and Restated Certificate of Incorporation

Exhibit 3.3

AMENDED AND RESTATED

BY-LAWS

DR PEPPER SNAPPLE GROUP, INC.

As of May 17, 2012

ARTICLE I

OFFICES

Section 1. Registered Office . The registered office of Dr Pepper Snapple Group, Inc. (the “ Corporation ”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices . The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “ Board ”) may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting . The annual meeting of the stockholders of the Corporation shall be held for the purpose of electing directors and conducting such other business as may properly come before the meeting in accordance with Article II, Section 6. The date, time and place, within or without the State of Delaware, of the annual meeting shall be determined by the Board and stated in the notice of the meeting or in a waiver of notice of such annual meeting.

Section 2. Special Meetings . Special meetings of stockholders may be held at such date, time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a waiver of notice thereof. Special meetings of the stockholders may be called only by the Chairman of the Board, the Chief Executive Officer or by resolution duly adopted by the affirmative vote of the majority of the members of the Board, and may not be called by any other person or persons. Any such resolution shall be sent to the Chairman of the Board or the Chief Executive Officer and the Secretary or Assistant Secretary and shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting is limited to the purposes stated in the notice.

Section 3. Notice . (a) Except as otherwise provided by applicable law, notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such

Dr Pepper Snapple Group, Inc.

Amended and Restated By-Laws

(As of May 17, 2012)

meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware as it now exists and may hereinafter be amended (the “ DGCL ”)) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.

(b) When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided , however , that if the adjournment is for more than 30 days, or if after the adjournment, a new record date is fixed for the adjourned meeting, written notice of the new place, date and time of the adjourned meeting shall be given in conformity herewith.

(c) If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL.

Section 4. Stockholders List . The officer having charge of the stock ledger of the Corporation shall make available, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, specifying the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, at the principal place of business of the Corporation. The list shall also be produced and kept open at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Quorum . The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by law or by the Certificate of Incorporation of the Corporation, as amended and restated to date (the “ Certificate of Incorporation ”). If a quorum is not present, the holders of the shares present in person or represented by proxy at the meeting, and entitled to vote thereat, shall have the power, by the affirmative vote of the holders of a majority of such shares, to adjourn the meeting to another time and/or place, without notice, other than as required in Section 3(b) above and other than announcement at the meeting at which the adjournment was taken, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Dr Pepper Snapple Group, Inc.

Amended and Restated By-Laws

(As of May 17, 2012)

Section 6. Advance Notice Provisions for Business (other than Nominations for Election of Directors) to be Transacted at Annual Meeting . (a) No business (other than Nominations (as defined below)) (“ Business ”) may be transacted at an annual meeting of stockholders, other than Business that is either (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (B) otherwise properly brought before the annual meeting by or at the direction of the Board (or any duly authorized committee thereof) or (C) otherwise properly brought before the annual meeting by any stockholder of the Corporation who (1) is a stockholder of record on both (x) the date of the giving of the notice provided for in this Section 6 and (y) the record date for the determination of stockholders entitled to vote at such annual meeting and (2) complies with the notice procedures set forth in this Section 6.

(b) In addition to any other applicable requirements, for Business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary and the Business must constitute a proper matter under Delaware law for stockholder action.

(c) To be timely, a stockholder's notice regarding any proposed Business shall be delivered to the Secretary at the principal executive offices of the Corporation and received not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year's annual meeting; provided , however , that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which notice of such annual meeting was mailed or public announcement of the date of such meeting is first made, whichever first occurs.

(d) To be in proper written form, a stockholder's notice to the Secretary must set forth as to the Business such stockholder proposes to bring before the annual meeting (1) a brief description of such Business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for proposing such Business at the annual meeting, (2) the name and record address of such stockholder, and beneficial owner, if any, on whose behalf the Business is proposed (for purposes of this Section 6, “ beneficial owner ”), (3) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder or beneficial owner as of the date of notice, and the stockholder's agreement to notify the Corporation in writing within five business days after the record date for such meeting of the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder or beneficial owner as of such record date, (4) a description of all arrangements or understandings between such stockholder or beneficial owner and any other person or persons (including their names) in connection with the proposal of such Business by such stockholder or beneficial owner, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (regardless of whether the

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requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner), any material interest of such stockholder or beneficial owner in such Business, and the stockholder's agreement to notify the Corporation in writing within five business days after the record date for the annual meeting of any such arrangement or understanding in effect, and any such material interest, as of such record date, (5) a description of all arrangements or understandings (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that have been entered into as of the date of the stockholder's notice by, or on behalf of, the stockholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of capital stock of the Corporation, or increase or decrease the voting power of the stockholder or beneficial owner with respect to shares of capital stock of the Corporation, and the stockholder's agreement to notify the Corporation in writing within five business days after the record date for the annual meeting of any such arrangement or understanding in effect as of such record date, (6) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual meeting to bring such Business before the meeting and (7) a representation whether the stockholder or the beneficial owner, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to approve or adopt the proposed Business and/or (y) otherwise to solicit proxies from stockholders in support of such proposed Business. For purposes of this Section 6 and Section 7 below, a person or entity is the “ beneficial owner ” of all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.

(e) If the presiding officer of an annual meeting determines that any Business was not properly brought before the annual meeting in accordance with the foregoing procedures, the presiding officer shall declare to the meeting that such Business was not properly brought before the meeting and such Business shall not be transacted.

(f) Notwithstanding the provisions of this Section 6, in order to include information with respect to a stockholder proposal in the Corporation's proxy statement and form of proxy for an annual meeting, stockholders must provide notice as required by the regulations promulgated under the Exchange Act, and the foregoing notice requirements of this Section 6 will not apply to stockholders who have notified the Corporation of their intention to present a stockholder proposal only pursuant to and in compliance with such regulations.

(g) Adjournment . In no event shall the adjournment of an annual meeting of the stockholders, or any announcement thereof, commence a new period for the giving of notice under this Section 6.

Section 7. Advance Notice Provisions for Nominations for Election of Directors . (a) For a nomination for election of a director of the Corporation (each, a “ Nomination ”) to be made by a stockholder of the Corporation at an annual or special meeting of stockholders at which one or more directors are to be elected pursuant to the Corporation's notice of meeting, such stockholder must (A) be a stockholder of record on both (1) the date of the giving of the notice provided for in this Section 7 and (2) the record date for the determination of stockholders

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entitled to vote at such annual or special meeting and (B) comply with the notice procedures set forth in this Section 7. If a stockholder is entitled to vote only for a specific class or category of directors at an annual or special meeting of the stockholders, such stockholder's right to make a Nomination pursuant to this Section 7 shall be limited to such class or category of directors.

(b) To be timely in connection with the annual meeting of the stockholders, a stockholder's notice regarding a Nomination shall be delivered to the Secretary at the principal executive offices of the Corporation and received not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting; provided , however , that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which notice of such annual meeting was mailed or public announcement of the date of such meeting is first made, whichever first occurs. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any stockholder entitled to vote for the election of such director(s) at such meeting and otherwise satisfying the requirements specified in Section 7(a) may make a Nomination to such position(s) as are specified in the Corporation's notice of such meeting, but only if the stockholder's notice regarding a Nomination shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of (x) the 90th day prior to such special meeting or (y) the 10th day following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs.

(c) To be in proper written form, a stockholder's notice to the Secretary must be set forth (A) as to each person whom the stockholder proposes to be subject to such stockholder's Nomination, (for purposes of this Section 7, each a “nominee”), (1) the name, age, business address and residence address of the nominee, (2) the principal occupation or employment of the nominee, (3) the class or series and number of shares of capital stock of the Corporation, if any, which are owned beneficially and of record by the nominee as of the date of notice, and the stockholder's agreement to notify the Corporation in writing within five business days after the record date for the annual or special meeting of the class or series and number of shares of capital stock of the Corporation, if any, which are owned beneficially and of record by such nominee as of such record date, (4) a written statement executed by such nominee acknowledging that, as a director of the Corporation, such person will owe a fiduciary duty, under the DGCL, exclusively to the Corporation and its stockholders and (5) any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (B) as to both the stockholder giving notice and the beneficial owner, if any, on whose behalf the Nomination is made (for the purpose of this Section 7, a “ beneficial owner ”), (1) the name and record address of such stockholder and beneficial owner, (2) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of

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record by such stockholder or beneficial owner as of the date of notice, and the stockholder's agreement to notify the Corporation in writing within five business days after the record date for the annual or special meeting of the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder or beneficial owner as of such record date, (3) a description of all arrangements or understandings between such stockholder or beneficial owner and each nominee and any other person or persons (including their names) pursuant to which the Nomination(s) are to be made by such stockholder, including without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D of the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner), and the stockholder's agreement to notify the Corporation in writing within five business days after the record date for the annual or special meeting of any such arrangement or understanding in effect as of such record date, (4) a description of all arrangements or understandings (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that have been entered into as of the date of the stockholder's notice by, or on behalf of, the stockholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of capital stock of the Corporation, or increase or decrease the voting power of the stockholder or beneficial owner with respect to shares of capital stock of the Corporation, and the stockholder's agreement to notify the Corporation in writing within five business days after the record date for the annual or special meeting of any such arrangement or understanding in effect as of such record date, (5) a representation that such stockholder (or a qualified representative of such stockholder) intends to appear in person or by proxy at the annual or special meeting to make the Nomination of the nominee(s) named in its notice and (6) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each nominee to being named as a nominee and to serve as a director if elected.

(d) If the presiding officer of an annual or special meeting determines that such a stockholder Nomination was not made in accordance with the foregoing procedures, the presiding officer shall declare to the meeting that the Nomination was defective and such defective Nomination and such nominee shall be disregarded.

(e) Adjournment . In no event shall the adjournment of an annual or special meeting of the stockholders, or any announcement thereof, commence a new period for the giving of notice under this Section 7.

(f) Definition of Publicly Announced . For purposes of Section 6 above and this Section 7, a matter shall be deemed to have been “publicly announced” if such matter is disclosed in a press release reported by the Dow Jones News Service, the Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission and a “public announcement” shall be deemed to have been made on such date.

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Section 8. Inspectors . The Board shall appoint inspectors of election to act as judges of the voting and to determine those entitled to vote at any meeting of stockholders, or any adjournment thereof, in advance of such meeting, but if the Board fails to make such appointments or if an appointee fails to serve, the presiding officer of the meeting of stockholders may appoint substitute inspectors.

Section 9. Voting . (a) Except as otherwise provided by applicable law or in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder on the record date for the meeting. The ability of the stockholders to engage in cumulative voting is specifically denied. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, every reference in these By-Laws to a majority or other proportion of shares of stock shall refer to such majority or other proportion of the votes of such shares of stock. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Such proxy shall be filed with the Secretary before the vote at such meeting of stockholders. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary. Except as set forth below in this Section 9 or as required by applicable law, when a quorum is present at any meeting, the vote of the holders of a majority of the stock which has voting power present in person or represented by proxy and which has actually voted shall decide any question properly brought before such meeting. Voting at meetings of stockholders need not be by written ballot unless so directed by the presiding officer of the meeting or the Board.

(b) For purposes of non-contested elections of incumbent directors, a vote of the holders of a majority of stock which was actually voted means that the number of shares voted “for” an incumbent director's election must exceed the number of votes cast “against” that director's election, with “abstentions” and “broker nonvotes” not counted as votes cast either “for” or “against” that director's election. Notwithstanding the foregoing, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes present in person or represented by proxy at any meeting for the election of directors at which a quorum is present. An election of directors shall be considered contested if the number of nominees standing for election at any meeting of stockholders exceeds the number of directors to be elected, with the determination that an election is “contested” to be made by the Secretary within 30 days following the close of the applicable notice of Nomination period set forth in Section 7 of this Article II, based on whether one or more notices of Nomination were timely filed in accordance with said Section 7 (provided that the determination that an election is a “contested election” shall be determinative only as to the timeliness of a notice of Nomination and not otherwise as to its validity). If, prior to the time the Corporation mails its initial proxy statement in connection with such election of directors, one or more notices of Nomination are

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withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a contested election.

(c) If an incumbent director does not receive a majority of the votes cast in an election that is not a contested election, the director shall promptly tender his or her irrevocable resignation to the Chairman of the Board following certification of the vote. Thereafter, the Board shall decide, through a process managed by the Corporate Governance and Nominating Committee (excluding the nominee in question from all Board and Committee deliberations), whether to accept such resignation within 90 days of the date of such resignation. The Board in making its decision may consider any factors and other information that it considers appropriate or relevant. The Board's explanation of its decision shall be disclosed promptly in a Current Report on Form 8-K filed with the Securities and Exchange Commission or in a press release that is widely disseminated. If such incumbent director's resignation is accepted by the Board, then such director shall immediately cease to be a member of the Board upon the date of action taken by the Board to accept such resignation. If such incumbent director's resignation is not accepted by the Board, such director will continue to serve until the next annual meeting or until his or her subsequent resignation or removal.

(d) If the Board accepts a director's resignation pursuant to this Section 9, or if a nominee for director is not elected and such nominee is not an incumbent director, then the Board may fill the resulting vacancy in accordance with Section 11 of Article III or may decrease the size of the Board pursuant to Section 2 of Article III.

Section 10. Order of Business . (a) Unless otherwise determined by the Board prior to the meeting, the presiding officer of the meeting of stockholders shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the Corporation or their duly appointed proxies) who may attend any such meeting of stockholders, by ascertaining whether any stockholder or his or her proxy may be excluded from any meeting of stockholders based upon any determination by the presiding officer, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and by determining the circumstances in which any person may make a statement or ask questions at any meeting of stockholders.

(b) Meetings of stockholders shall be presided over by the Chairman of the Board or, in the Chairman's absence, by the Chief Executive Officer, or in the Chief Executive Officer's absence, by an officer of the Corporation designated by the Board, or in the absence of such designation by a Chairman chosen by vote of the stockholders at the meeting. The Secretary or Assistant Secretary shall act as secretary of the meeting, but in the Secretary's or Assistant Secretary's absence, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 11. Action without a Meeting . No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these By-Laws, and no action shall be taken by the stockholders by written consent.

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Section 12. Waiver of Notice . Whenever notice is required to be given by law, by the Certificate of Incorporation or by these By-Laws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers . The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by stockholders.

Section 2. Number, Election and Qualification . Subject to the rights of the holders of any series of Preferred Stock then outstanding to elect directors, the number of directors of the Corporation shall be established by resolution of the Board. Except as otherwise provided by the Certificate of Incorporation or these By-Laws, the election of directors need not be by written ballot. Directors need not be stockholders of the Corporation.

Section 3. Classes of Directors. Until the election of directors at the annual meeting of stockholders to be held after the year ending December 31, 2012 (the “2012 Annual Meeting”), the Board shall be and is divided into three classes: Class I, Class II and Class III. The assignment of directors among classes shall be determined by resolution of the Board.

Section 4. Terms of Office . Beginning with any director elected at the 2012 Annual Meeting, each director whose term is expiring shall be elected for a term of one (1) year. Any director who was elected for a three (3) year term prior to the 2012 Annual Meeting (each, a “Continuing Classified Director”) shall serve the remaining duration of his or her three-year term. Each director shall hold office for the term for which he or she was elected and until his or her successor is elected and qualified or until his or her earlier death, resignation, retirement or removal. Upon the expiration of the term of a Continuing Classified Director, each elected successor for such director shall be elected for a one (1) year term. No decrease in the authorized number of directors shall shorten the term of any Continuing Classified Director.

Section 5. Quorum and Manner of Acting . Unless otherwise provided by law or the Certificate of Incorporation, the presence of a majority of the members of the Board shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until the quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of the Board at which a quorum is present, all matters shall be decided by the affirmative vote of the majority of directors present, except as otherwise required by law. The Board may hold its

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meetings at such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified in the respective notices, or waivers of notice, thereof.

Section 6. Annual Board Meeting . In connection with each annual meeting of stockholders for the election of directors, the Board shall meet at the place of the annual meeting of the stockholders for the purpose of organization, the election of officers and the transaction of other business. Notice of such meeting need not be given. If such meeting is held at any other time or place, notice thereof must be given as hereinafter provided for special meetings of the Board, subject to the execution of a waiver of the notice thereof signed by, or the attendance at such meeting of, all directors who may not have received such notice.

Section 7. Regular Meetings . Regular meetings of the Board may be held, without notice, at such time and place, within or without the State of Delaware, as shall from time to time be determined by resolution of the Board. At such meetings, the Board may transact such business as may be brought before the meeting.

Section 8. Special Meetings . Special meetings of the Board shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or the President or by a majority of the directors. Notice of each such meeting shall be given orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, at least 24 hours before the date and time of the meeting, or sent in writing to each director either by first class mail, charges prepaid, at least three days before the date of the meeting or by a reputable overnight delivery service, at least two days before the date of the meeting. Each such notice shall state the time and place of the meeting and need not state the purpose or purposes thereof. Notice of any meeting of the Board need not be given to any director if he or she shall sign a written waiver thereof either before or after the time stated therein for such meeting, or if he or she shall be present at the meeting. Unless limited by law, the Certificate of Incorporation, these By-Laws or terms of the notice thereof, any and all business may be transacted at any meeting even though no notice shall have been given.

Section 9. Removal . Subject to the rights of the holders of any series of Preferred Stock then outstanding, directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors at a special meeting of stockholders called in accordance with the Certificate of Incorporation and these By-Laws expressly for that purpose; provided that, any director may be removed from office by the affirmative vote of a majority of the Board, at any time prior to the expiration of their term of office, as provided by applicable law, in the event a director is in breach of any agreement between such director and the Corporation relating to such director's service as a director or employee of the Corporation.

Section 10. Resignations . Any director may resign at any time by giving notice to the Chairman of the Board, the President, the Secretary or any committee to which the Board has delegated the authority to accept resignations. Subject to Section 9(c) of Article II, the

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resignation of any director shall take effect upon receipt of notice thereof or at such later time, including without limitation, upon the happening of a specified event, as shall be specified in such notice, and acceptance of such resignation shall not be necessary to make it effective.

Section 11. Vacancies . Subject to the rights of the holders of any series of Preferred Stock then outstanding, any vacancy or newly created directorships in the Board, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy shall have the same remaining term as that of his or her predecessor, subject to the election and qualification of a successor and to such director's earlier death, resignation, retirement or removal.

Section 12. Compensation . Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, directors shall be entitled to such compensation for their services, in the form of cash or equity of the Corporation or other compensation, or a combination thereof, as may be approved by the Board from time to time, including, if so approved, reasonable annual fees and reasonable fees for attending meetings of the Board and meetings of any committee of the Board. Directors may also be reimbursed by the Corporation for all reasonable expenses incurred in traveling to and from any such meetings. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 13. Action without a Meeting . Any action required or permitted to be taken at any meeting of the Board (including any committee) may be taken without a meeting if written consent thereto is signed or transmitted electronically by all members of the Board (or all members of such committee), and such written consent is filed with the minutes or proceedings of the Board or committee, as applicable.

Section 14. Telephonic Participation in Meetings . Any member of the Board, or any committee thereof, may participate in a meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meetings.

ARTICLE IV

COMMITTEES OF DIRECTORS

Section 1. Designation of Committees . The Board may, by resolution passed thereby, designate one or more committees, each committee to consist of one or more of the directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided in the Certificate of Incorporation, these By-Laws or the resolution of the Board designating the committee, a committee may create one or more

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subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

Section 2. Vacancies . In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Section 3. Powers . Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board to the extent provided by Section 141(c) of the DGCL as it exists now or may hereafter be amended.

Section 4. Minutes . Each committee of the Board shall keep regular minutes of its meetings and report the same to the Board when required.

ARTICLE V

OFFICERS

Section 1. Principal Officers . The Board shall elect, if and when designated by the Board, a Chairman of the Board, a Chief Executive Officer, a President, a Secretary and a Treasurer, and may in addition elect one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents or one or more Assistant Secretaries and Assistant Treasurers and such other officers as it deems fit; the Chairman of the Board, the Chief Executive Officer, the President, the Secretary, the Treasurer, the Executive Vice President(s), if any, being the principal officers of the Corporation. No officer need be a stockholder and one person may hold, and perform the duties of, any two or more of the said offices.

Section 2. Election and Term of Office . The principal officers of the Corporation shall be elected annually by the Board at the meeting thereof held in connection with the annual meeting of stockholders. Each such officer shall hold office until his or her successor shall have been elected and shall qualify, or until his or her earlier death, resignation, retirement or removal.

Section 3. Other Officers . In addition, the Board may elect, or the Chairman of the Board or Chief Executive Officer may appoint, such other officers as they deem fit. Any such other officers chosen by the Board shall be subordinate officers and shall hold office for such period, have such authority and perform such duties as the Board, the Chairman of the Board or the Chief Executive Officer may from time to time determine.

Section 4. Removal and Resignation . Any officer may be removed, either with or without cause, at any time, by resolution adopted by the Board at any regular meeting of the Board, or at any special meeting of the Board called for that purpose, at which a quorum is present. Any officer may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or the Board. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective. Except as the

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Board may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer's resignation or removal, or any right to damages on account of such removal, whether such officer's compensation be by the month or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the Corporation.

Section 5. Vacancies . A vacancy in any office may be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for election or appointment to such office for such term.

Section 6. Chairman of the Board . The Chairman of the Board shall have general powers and duties of supervision and management usually vested in the office of the Chairman of the Board of a corporation. The Chairman of the Board shall preside, if present, at all meetings of the Board and at all meetings of the stockholders. He or she shall have and perform such other duties as from time to time may be assigned to him by the Board.

Section 7. Chief Executive Officer . The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general supervision, direction and control of the business of the Corporation. He or she shall, in the absence of the Chairman, preside at all meetings of the stockholders and the Board. The Chief Executive Officer shall have such other powers and be subject to such other duties as the Board or the Chairman of the Board may from time to time assign and as may be provided by applicable law.

Section 8. President . Unless some other officer has been elected Chief Executive Officer, the President shall be the chief executive officer of the Corporation with the powers and duties set forth in Section 7 of this Article V. If a Chief Executive Officer has been elected, the President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board, the Chairman of the Board or the Chief Executive Officer and as may be provided by applicable law.

Section 9. Vice President(s) . Each Executive Vice President, Senior Vice President and Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board, the Chairman of the Board, the Chief Executive Officer or the President.

Section 10. Treasurer and Assistant Treasurers . (a) The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation. He or she shall exhibit at all reasonable times his or her books of account and records to any of the directors upon application during business hours at the office of the Corporation where such books and records shall be kept; when requested by the Board, he or she shall render a statement of the condition of the finances of the Corporation at any meeting of the Board or at the annual meeting of stockholders; he or she shall receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever; in general, he or she shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board, the Chairman of the Board, the Chief

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Amended and Restated By-Laws

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Executive Officer or the President. The Treasurer shall give such bond, if any, for the faithful discharge of his or her duties as the Board may require.

(b) The Assistant Treasurers shall perform such duties and possess such powers as the Board, the Chief Executive Officer, the President or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board or, if there be no such determination, in the order of their election) shall perform the duties and exercise the powers of the Treasurer.

Section 11. Secretary and Assistant Secretaries . (a) The Secretary, if present, shall act as secretary at all meetings of the Board and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose; he or she shall see that all notices required to be given by the Corporation are duly given and served; he or she shall have charge of the stock records of the Corporation; he or she shall see that all reports, statements and other documents required by law are properly kept and filed; and in general he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, the Chairman of the Board, the Chief Executive Officer or the President.

(b) The Assistant Secretaries shall perform such duties and possess such powers as the Board, the Chief Executive Officer, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board or, if there be no such determination, in the order of their election) shall perform the duties and exercise the powers of the Secretary.

(c) In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the Chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

ARTICLE VI

TRANSFERS OF STOCK

Section 1. General . Unless otherwise provided by resolution of the Board, each class or series of the shares of capital stock in the Corporation shall be issued in certificated form. Shares that are uncertificated shall be transferable only on the books of the Corporation by the holder thereof in person or by attorney or legal representative upon presentment of proper evidence of succession, assignation or authority to transfer in accordance with the customary procedures for transferring shares in uncertificated form.

Section 2. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution, or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of

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(As of May 17, 2012)

stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meetings, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for the adjourned meeting.

Section 3. Registered Stockholders . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

Section 4. Lost, Stolen or Destroyed Certificates . In the event the Corporation issues certificated shares, the Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, the Board, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to present reasonable evidence of such loss, theft or destruction in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

ARTICLE VII

MISCELLANEOUS

Section 1. Corporate Seal . The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words and figures showing that it was incorporated in the State of Delaware. The Secretary shall be the custodian of the seal. The Board may authorize a duplicate seal to be kept and used by any other officer.

Section 2. Voting of Stock Owned by the Corporation . The Board may authorize any person on behalf of the Corporation to attend, vote and grant proxies to be used at any meeting of stockholders of any corporation (except the Corporation) in which the Corporation may hold stock.

Section 3. Dividends . Subject to applicable law and the provisions of the Certificate of Incorporation, the Board may, out of funds legally available therefor, at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaring any dividend, there may be set apart out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time in their

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(As of May 17, 2012)

discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board shall deem conducive to the interests of the Corporation.

Section 4. Fiscal Year . Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December in each year.

Section 5. Certificate of Incorporation . All references in these By-Laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

Section 6. Severability . If any provision of these By-Laws is illegal or unenforceable as such, such illegality or unenforceability shall not affect any other provision of these By-Laws and such other provisions shall continue in full force and effect.

ARTICLE VIII

AMENDMENTS

Section 1. General . The Board shall have the power to adopt, amend or repeal these By-Laws at any valid meeting by the affirmative vote of a majority of the whole Board. These By-Laws may also be altered, amended or repealed at any annual meeting of stockholders, or at any special meeting of holders of shares of stock entitled to vote thereon called for that purpose, by the affirmative vote of not less than a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon; provided however , that with respect to Sections 2, 6, 7 and 11 of Article II, Sections 2, 3, 4, 8, 9 and 11 of Article III and this Article VIII, such provisions may only be altered, amended or repealed at any annual meeting of stockholders, or at any special meeting called for that purpose of holders of shares of stock entitled to vote thereon, by an affirmative vote of not less than two-thirds of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon.

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(As of May 17, 2012)

Exhibit 12.1

DR PEPPER SNAPPLE GROUP, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratio amounts)



	For the Six Months Ended June 30,			For the Fiscal Years
	2012			2011			2010			2009			2008
Calculation of fixed charges ratio:
Income (loss) before provision (benefit) for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy	$	434		$	925		$	821		$	868		$	(375	)

Add/(deduct):
Fixed charges	71			131			147			265			285
Amortization of capitalized interest	2			2			2			2			1
Capitalized interest	(1		)	(2		)	(3		)	(8		)	(8		)
Total earnings available for fixed charges	$	506		$	1,056		$	967		$	1,127		$	(97	)

Fixed charges :
Interest expense	$	63		$	114		$	128		$	243		$	257
Capitalized interest	1			2			3			8			8
Interest component of rental expense ⁽¹⁾	7			15			16			14			20
Total fixed charges	$	71		$	131		$	147		$	265		$	285

Ratio of earnings to fixed charges	7.1x			8.1x			6.6x			4.3x			—

Deficiency in the coverage of earnings to fixed charges	$	—		$	—		$	—		$	—		$	382

_________________________________


(1)	Represents a reasonable estimate of the interest component of rental expense incurred by us.

Exhibit 31.1

Principal Executive Officer's Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Larry D. Young, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Dr Pepper Snapple Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	/s/ Larry D. Young
Date: July 26, 2012	Larry D. Young
	President and Chief Executive Officer of Dr Pepper Snapple Group, Inc.

Exhibit 31.2

Principal Financial Officer's Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Martin M. Ellen, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Dr Pepper Snapple Group, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	/s/ Martin M. Ellen
Date: July 26, 2012	Martin M. Ellen
	Executive Vice President and Chief Financial Officer of Dr Pepper Snapple Group, Inc.

Exhibit 32.1

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

I, Larry D. Young, President and Chief Executive Officer of Dr Pepper Snapple Group, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	the Quarterly Report on Form 10-Q of the Company for the second quarterly period ended June 30, 2012 , as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Larry D. Young
Date: July 26, 2012	Larry D. Young
	President and Chief Executive Officer of Dr Pepper Snapple Group, Inc.

Exhibit 32.2

Certification Pursuant To 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of the Sarbanes-Oxley Act of 2002

I, Martin M. Ellen, Executive Vice President and Chief Financial Officer of Dr Pepper Snapple Group, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:


(1)	the Quarterly Report on Form 10-Q of the Company for the second quarterly period ended June 30, 2012 , as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



	/s/ Martin M. Ellen
Date: July 26, 2012	Martin M. Ellen
	Executive Vice President and Chief Financial Officer of Dr Pepper Snapple Group, Inc.