UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to      
DPSGIGROUPINCA16.JPG            
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     x   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     x   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.
Large Accelerated Filer x
 
Accelerated Filer o
 
Non-Accelerated Filer   o
 
Smaller Reporting Company o
 
Emerging Growth Company o
 
 
(Do not check if a smaller reporting company)
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o  
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     x

As of April 24, 2017 , there were 183,814,527 shares of the registrant's common stock, par value $0.01 per share, outstanding.
 


DR PEPPER SNAPPLE GROUP, INC.
FORM 10-Q
INDEX
 
 
 
 
 
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


ii
Table of Contents


PART I - FINANCIAL INFORMATION
ITEM 1.
Financial Statements (Unaudited)

DR PEPPER SNAPPLE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 2017 and 2016
( Unaudited )
 
 
For the
 
 
Three Months Ended
 
 
March 31,
(in millions, except per share data)
 
2017
 
2016
Net sales
 
$
1,510

 
$
1,487

Cost of sales
 
607

 
602

Gross profit
 
903

 
885

Selling, general and administrative expenses
 
621

 
546

Depreciation and amortization
 
25

 
26

Other operating income, net
 
(28
)
 
—

Income from operations
 
285

 
313

Interest expense
 
40

 
33

Interest income
 
(1
)
 
—

Other income, net
 
(2
)
 
(1
)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries
 
248

 
281

Provision for income taxes
 
71

 
99

Income before equity in earnings of unconsolidated subsidiaries
 
177

 
182

Equity in earnings of unconsolidated subsidiaries, net of tax
 
—

 
—

Net income
 
$
177

 
$
182

Earnings per common share:
 
 
 
 
Basic
 
$
0.97

 
$
0.97

Diluted
 
0.96

 
0.96

Weighted average common shares outstanding:
 
 
 
 
Basic
 
183.4

 
187.6

Diluted
 
184.6

 
189.0

Cash dividends declared per common share
 
$
0.58

 
$
0.53

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 Months Ended March 31, 2017 and 2016
( Unaudited )

 
For the
 
Three Months Ended
 
March 31,
(in millions)
2017
 
2016
Comprehensive income
$
200

 
$
190

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 March 31, 2017 and December 31, 2016
( Unaudited )
 
March 31,
 
December 31,
(in millions, except share and per share data)
2017
 
2016
Assets
Current assets:
 
 
 
Cash and cash equivalents
$
73

 
$
1,787

Restricted cash and restricted cash equivalents
87

 
—

Accounts receivable:
 
 
 
Trade, net
606

 
595

Other
55

 
51

Inventories
246

 
202

Prepaid expenses and other current assets
180

 
101

Total current assets
1,247

 
2,736

Property, plant and equipment, net
1,125

 
1,138

Investments in unconsolidated subsidiaries
23

 
23

Goodwill
3,560

 
2,993

Other intangible assets, net
3,784

 
2,656

Other non-current assets
206

 
183

Non-current deferred tax assets
63

 
62

Total assets
$
10,008

 
$
9,791

Liabilities and Stockholders' Equity
Current liabilities:
 
 
 
Accounts payable
$
353

 
$
303

Deferred revenue
64

 
64

Short-term borrowings and current portion of long-term obligations
10

 
10

Income taxes payable
24

 
4

Other current liabilities
696

 
670

Total current liabilities
1,147

 
1,051

Long-term obligations
4,467

 
4,468

Non-current deferred tax liabilities
842

 
812

Non-current deferred revenue
1,101

 
1,117

Other non-current liabilities
258

 
209

Total liabilities
7,815

 
7,657

Commitments and contingencies

 

Stockholders' equity:
 
 
 
Preferred stock, $0.01 par value, 15,000,000 shares authorized, no shares issued
—

 
—

Common stock, $0.01 par value, 800,000,000 shares authorized, 183,795,277 and 183,119,843 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
2

 
2

Additional paid-in capital
61

 
95

Retained earnings
2,336

 
2,266

Accumulated other comprehensive loss
(206
)
 
(229
)
Total stockholders' equity
2,193

 
2,134

Total liabilities and stockholders' equity
$
10,008

 
$
9,791

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 Three Months Ended March 31, 2017 and 2016
( Unaudited )
 
For the
 
Three Months Ended
 
March 31,
(in millions)
2017
 
2016
Operating activities:
 
 
 
Net income
$
177

 
$
182

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation expense
49

 
48

Amortization expense
11

 
8

Amortization of deferred revenue
(16
)
 
(16
)
Employee stock-based compensation expense
6

 
11

Deferred income taxes
30

 
16

Gain on step acquisition of unconsolidated subsidiaries
(28
)
 
—

Unrealized gains on economic hedges
(5
)
 
(7
)
Other, net
4

 
2

Changes in assets and liabilities, net of effects of acquisition:
 
 
 
Trade accounts receivable
18

 
(5
)
Other accounts receivable
5

 
1

Inventories
(16
)
 
(25
)
Other current and non-current assets
(85
)
 
(82
)
Other current and non-current liabilities
(92
)
 
(70
)
Trade accounts payable
19

 
81

Income taxes payable
20

 
53

Net cash provided by operating activities
97

 
197

Investing activities:
 
 
 
Acquisition of business
(1,548
)
 
—

Cash acquired in step acquisition of unconsolidated subsidiaries
3

 
—

Purchase of property, plant and equipment
(16
)
 
(27
)
Purchase of intangible assets
(1
)
 
—

Investment in unconsolidated subsidiaries
(1
)
 
(6
)
Proceeds from disposals of property, plant and equipment
1

 
1

Other, net
(7
)
 
(8
)
Net cash used in investing activities
(1,569
)
 
(40
)
Financing activities:
 
 
 
Repayment of senior unsecured notes
—

 
(500
)
Repurchase of shares of common stock
(28
)
 
(179
)
Dividends paid
(97
)
 
(90
)
Tax withholdings related to net share settlements of certain stock awards
(30
)
 
(31
)
Proceeds from stock options exercised
17

 
7

Deferred financing charges paid
(1
)
 
—

Capital lease payments
(3
)
 
(2
)
Net cash used in financing activities
(142
)
 
(795
)
Cash, cash equivalents, restricted cash and restricted cash equivalents — net change from:
 
 
 
Operating, investing and financing activities
(1,614
)
 
(638
)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
3

 
2

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
1,787

 
911

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
$
176

 
$
275

See Note 14 for supplemental cash flow information.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Table of Contents


DR PEPPER SNAPPLE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2017
( Unaudited )
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
Common Stock
 
Additional
 
 
 
Other
 
 
 
Issued
 
Paid-In
 
Retained
 
Comprehensive
 
Total
(in millions, except per share data)
Shares
 
Amount
 
Capital
 
Earnings
 
Loss
 
Equity
Balance as of January 1, 2017
183.1

 
$
2

 
$
95

 
$
2,266

 
$
(229
)
 
$
2,134

Shares issued under employee stock-based compensation plans and other
1.0

 
—

 
—

 
—

 
—

 
—

Net income
—

 
—

 
—

 
177

 
—

 
177

Other comprehensive income
—

 
—

 
—

 
—

 
23

 
23

Dividends declared, $0.58 per share
—

 
—

 
—

 
(107
)
 
—

 
(107
)
Stock options exercised and stock-based compensation
—

 
—

 
(6
)
 
—

 
—

 
(6
)
Common stock repurchases
(0.3
)
 
—

 
(28
)
 
—

 
—

 
(28
)
Balance as of March 31, 2017
183.8

 
$
2

 
$
61

 
$
2,336

 
$
(206
)
 
$
2,193

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

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Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1 .
General
References in this Quarterly Report on Form 10-Q to " DPS " or "the Company " refer to Dr Pepper Snapple Group, Inc. and all entities included in the unaudited condensed consolidated financial statements .
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 herein 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, 2016 ("Annual Report").
PRINCIPLES OF CONSOLIDATION
DPS consolidates all wholly owned subsidiaries. The Company uses the equity method to account for investments in companies if the investment provides the Company with the ability to exercise significant influence over operating and financial policies of the investee. Consolidated net income includes DPS' proportionate share of the net income or loss of these companies. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions.
The Company is also required to consolidate entities that are variable interest entities (“ VIE s”) of which DPS is the primary beneficiary. Judgments are made in assessing whether the Company is the primary beneficiary, including determination of the activities that most significantly impact the VIE ’s economic performance.
The Company eliminates from its financial results all intercompany transactions between entities included in the unaudited condensed consolidated financial statements and the intercompany transactions with its equity method investees.
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 amount 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. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.
RECLASSIFICATIONS
Unrealized gains and losses on derivatives classified as economic hedges have been reclassified from other, net to the unrealized gains on economic hedges caption within the operating activities section in the  unaudited Condensed Consolidated Statements of Cash Flows for the prior period to conform to the current year's presentation, with no impact to total cash provided by (used in) operating, investing or financing activities.
Excess tax benefit on stock-based compensation in the unaudited Condensed Consolidated Statement of Cash Flows has been reclassified from financing activities to other, net within operating activities for the prior period to conform to the current year's presentation as a result of the adoption of Accounting Standards Update (" ASU ") 2016-09,  Compensation - Stock Compensation (Topic 718): Improvements to Employee Share Based Payment Accounting  ("ASU 2016-09"). See Recently Adopted Provisions of U.S. GAAP below for further details on the impact of the adoption of ASU 2016-09 on the Company's financial statements.

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Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


RECENTLY ISSUED ACCOUNTING STANDARDS

Effective in 2018
In May 2014, the Financial Accounting Standards Board (" FASB ") issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (" ASU 2014-09 "). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP . The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. ASU 2014-09 provides alternative methods of initial adoption.
In August 2015, the FASB issued ASU 2015-14 , Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU 2014-09 by one year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations for the new model. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies the implementation guidance related to identifying performance obligations and licensing for the new model. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which improves guidance on assessing collectibility, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. These updates are effective concurrently with Topic 606 (ASU 2014-09).

At this point in time, the Company intends to adopt the above standards using the modified retrospective approach for the quarter ending March 31, 2018. In preparation for the Company's adoption of the new standard in the quarter ending March 31, 2018, management assembled a project management team, which has obtained representative samples of contracts and other forms of agreements with our customers and is evaluating the provisions contained within those documents based on the new guidance. While the Company does not expect this change to have a material impact on the Company's results of operations, financial position and cash flows once implemented on an annual basis, the Company does expect that it could have an impact on its net sales in interim periods due to timing. The Company is still evaluating the disclosure requirements under these standards. As the Company completes its overall evaluation, the Company is also identifying and preparing to implement changes to its accounting policies, practices and controls to support the new standards.

In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"). The ASU requires employers who offer defined benefit pension plans or other post-retirement benefit plans to report the service cost component within the same income statement caption as other compensation costs arising from services rendered by employees during the period. The ASU also requires the other components of net periodic benefit cost to be presented separately from the service cost component, in a caption outside of a subtotal of income from operations. Additionally, the ASU provides that only the service cost component is eligible for capitalization. ASU 2017-07 is effective for interim and annual reporting periods beginning after December 15, 2017, and early adoption is permitted. The standard requires retrospective adoption of the presentation of the components of net periodic benefit costs and prospective application of the capitalization of the service cost component in assets. The Company is currently evaluating the impact that ASU 2017-07 will have on the consolidated financial statements.

Effective in 2019
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). The ASU replaces the prior lease accounting guidance in its entirety. The underlying principle of the new standard is the recognition of lease assets and lease liabilities by lessees for substantially all leases, with an exception for leases with terms of less than twelve months. The standard also requires additional quantitative and qualitative disclosures. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The standard requires a modified retrospective approach, which includes several optional practical expedients. The Company does not intend to early adopt the standard. The Company has assembled a project management team and is in the early stages of evaluation. The Company anticipates the impact of the standard to be significant to its Consolidated Balance Sheet due to the amount of the Company's lease commitments. The Company is currently evaluating the other impacts that ASU 2016-02 will have on the consolidated financial statements.

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Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


RECENTLY ADOPTED PROVISIONS OF U.S. GAAP

As of January 1, 2017, the Company adopted ASU 2015-11,  Inventory (Topic 330): Simplifying the Measurement of Inventory . This ASU requires inventories measured under any methods other than last-in, first-out ("LIFO") or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Subsequent measurement of inventory using LIFO or the retail inventory method is unchanged by this ASU. The adoption of the ASU did not have a material impact on the Company's financial statements.

As of January 1, 2017, the Company adopted ASU 2016-09, which is part of the FASB's simplification initiative. The new standard provides for changes to accounting for stock compensation including 1) excess tax benefits and tax deficiencies related to share based payment awards will be recognized as income tax benefit or expense in the reporting period in which they occur; 2) excess tax benefits will be classified as an operating activity in the statement of cash flow; 3) the option to elect to estimate forfeitures or account for them when they occur; and 4) an increase in the tax withholding requirements threshold to qualify for equity classification. Beginning in 2017, the primary impact of adoption was the recognition of excess tax benefits for our stock awards in the provision for income taxes rather than additional paid-in capital. Additional amendments to the accounting for income taxes and minimum statutory withholding tax requirements had no impact to retained earnings. The Company elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period.

Adoption of the new standard resulted in the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital of $18 million for the three months ended March 31, 2017. The presentation of excess tax benefits on stock-based compensation was adjusted retrospectively within the unaudited Condensed Consolidated Statements of Cash Flows, resulting in a $20 million increase in net cash provided by operating activities for the three months ended March 31, 2016 with a corresponding increase to net cash used in financing activities. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on the unaudited Condensed Consolidated Statements of Cash Flows as the Company has historically presented them as a financing activity.

As of January 1, 2017, the Company early adopted ASU No. 2016-18,  Statement of Cash Flows (Topic 230), Restricted Cash ("ASU 2016-18"), which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning and ending amounts shown on the statement of cash flows. The Company elected to early adopt the provisions of ASU 2016-18 as of January 1, 2017 and has revised its unaudited Condensed Consolidated Statements of Cash Flows for the three-months ended March 31, 2017 and 2016 to reflect amounts described as restricted cash and restricted cash equivalents included with cash and cash equivalents in the reconciliation of beginning of period and end of period total amounts shown on the unaudited Condensed Consolidated Statements of Cash Flow. The adoption had no impact on amounts presented in the unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2016. Refer to Note 14 for the reconciliation of cash and cash equivalents and restricted cash as presented on the unaudited Condensed Consolidated Balance Sheets to the amounts as shown on the unaudited Condensed Consolidated Statements of Cash Flows.
2 . Acquisitions
BAI BRANDS MERGER  
Description of the Transaction
On November 21, 2016, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bai Brands LLC ("Bai Brands"), pursuant to which we agreed to acquire Bai Brands for a cash purchase price of $1.7 billion , subject to certain adjustments in the Merger Agreement (the "Bai Brands Merger"). The acquisition of Bai Brands will further enable the Company to meet growing consumer demand for better-for-you beverages, as Bai Brands is positioned for expanding growth in key beverage segments.
On January 31, 2017 , the Company funded the Bai Brands Merger with the net proceeds from the senior unsecured notes issued in December 2016 and cash on hand. In order to complete the Bai Brands Merger, the Company paid $1,548 million , net of the Company's previous ownership interest, in exchange for the remaining ownership interests and seller transaction costs. Additionally, $103 million was held back and placed in escrow.


8

As a result of the Bai Brands Merger, our existing 2.63% equity interest in Bai Brands was remeasured to fair value of $43 million , which resulted in a gain of $28 million that was recognized in the first quarter of 2017 and included in other operating income, net.

Two transactions related to the merger were recognized separately from the acquisition of assets and assumptions of liabilities of Bai Brands:

•
The Company paid certain seller transaction costs, which included $2 million to reimburse Bai Brands for payments made on behalf of the Company for buyer acquisition-related costs, which were recorded as selling, general and administrative ("SG&A") expenses. The remainder of the seller transaction costs paid by the Company were accounted for by the Company as part of the consideration transferred.

•
Bai Brands had an executory contract as of January 31, 2017 , which compensated certain counterparties with Profit Interest Units from Bai Brands (the “Predecessor PIUs”). The Predecessor PIUs were based upon the counterparties completing service requirements and various performance criteria. As a result of the Bai Brands Merger, these Predecessor PIUs have fully vested and were converted into cash as of January 31, 2017 based upon the consideration paid by the Company to acquire Bai Brands. The cash was placed in escrow and will be released from escrow to the counterparties on certain anniversary dates as long as the counterparties are not in breach of the executory contract. Although none of the costs of these benefits have been paid by the Company, DPSG will record SG&A expenses for the deferred compensation amounts payable to these counterparties by Bai Brands. As of March 31, 2017 , the total unrecognized compensation cost is $13 million and the period over which these costs are expected to be recognized is 18 months .

The Company’s preliminary purchase price was $1,649 million , net of the Company's previous ownership interest. The components of the preliminary purchase price are presented below:
(in millions)
Preliminary Purchase Price
Cash paid to consummate Bai Brands Merger, net of the Company's previous ownership interest
$
1,548

Holdback placed in escrow
103

Less: Seller transaction costs reimbursed to Bai Brands for payments made on behalf of the Company for its acquisition-related costs
(2
)
Preliminary Purchase Price - Bai Brands (1)
$
1,649

___________________________
(1)
The preliminary purchase price excludes the impact of the Company's pre-existing ownership interest.

Acquisition and integration-related expenses of $19 million were recognized during the three months ended March 31, 2017 and included in SG&A expenses.
Escrow/Holdback Liability

The $103 million holdback placed in escrow is made up of two components:

•
$90 million , which will be held in escrow to secure indemnification obligations of the sellers relating to the accuracy of representations and warranties and a working capital adjustment to be settled 90 days after the acquisition date. As of January 31, 2018, $80 million less any working capital adjustment 90 days after the acquisition date will be released. The remaining $10 million will be released approximately 4 years after the acquisition date, subject to certain administrative conditions, and

•
$13 million of unrecognized compensation associated with the Predecessor PIUs related to the performance of certain counterparties, which will be held in escrow and released over the next 18 months .


9

The acquisition consideration held in escrow does not meet the definition of contingent consideration as provided under U.S. GAAP. The amount held in escrow was included in the preliminary purchase price as representations and warranties were expected to be valid as of the acquisition date. The escrow will be included in restricted cash along with a corresponding amount in the liability section of the unaudited Condensed Consolidated Balance Sheets, which will be allocated between other current liabilities and other non-current liabilities. Refer to Note 14 for additional information on location of the restricted cash on the unaudited Condensed Consolidated Balance Sheets.
Preliminary Purchase Price Allocation

The following table summarizes the preliminary allocation of the fair value of the assets acquired and liabilities assumed by major class for the Bai Brands Merger:
(in millions)
 
Fair Value
 
Useful Life
Property, plant & equipment
 
$
4

 
5 - 10 years
Customer relationships
 
30

 
7 years
Non-compete agreements
 
22

 
2 - 4 years
Brands
 
1,073

 
Indefinite
Goodwill
 
565

 
Indefinite
Assumed liabilities, net of acquired assets
 
(4
)
 
N/A
Total
 
$
1,690

 
 
The acquisition was accounted for as a business combination, and the identifiable assets acquired and liabilities assumed were recorded at their estimated fair values at the date of acquisition. We have completed our preliminary valuation to determine the fair value of the identifiable assets acquired and liabilities assumed. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections of Bai Brands and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values was recorded as goodwill.
In connection with this acquisition, the Company recorded goodwill of $565 million , which is deductible for tax purposes. The goodwill recognized was attributable to certain tax benefits the Company will realize over time, Bai Brands' management team and growth opportunities in a “better-for-you” beverage segment.
The Company recorded $34 million for the fair value of contingent liabilities assumed upon acquisition primarily related to existing manufacturing contracts. The fair value of the contingent liabilities was determined using discounted cash flows on expected future payments related to these contracts. The contingent liabilities will be evaluated each reporting period based on events and circumstances which may impact future payments under these contracts, and any changes in fair value will be recorded in the Company's unaudited Condensed Consolidated Statements of Income.
Pro Forma Information
The Company’s acquisition of Bai Brands is strategically significant to the future growth prospects of the Company; however at the time of the acquisition, the historical results of Bai Brands were immaterial to the Company’s consolidated financial results. Assuming the results of Bai Brands had been included in operations beginning on January 1, 2016, the estimated pro forma net operating revenues of the Company for the three months ended March 31, 2017 and 2016 would have been approximately $1,512 million and $1,496 million , respectively. The estimated pro forma net income, which includes the alignment of accounting policies, the effect of fair value adjustments related to the Merger, the associated tax effects and the impact of the additional debt to finance the Bai Brands Merger, for the three months ended March 31, 2017 and 2016 would have been approximately $166 million and $170 million , respectively. This estimated pro forma information is not necessarily indicative of the results that actually would have occurred had the Bai Brands Merger been completed on the date indicated or the future operating results.

10

Actual Results of Bai Brands
During the three months ended March 31, 2017, Bai Brands had net sales and net loss of $35 million and $5 million , respectively, since the acquisition date. These results do not reflect the consolidation impact of the Company's acquisition of Bai Brands.
The following table reconciles the net sales and net loss of Bai Brands since the acquisition date to the impact of Bai Brands to the Company's consolidated results of operations:
 
For the Three Months Ended March 31,
(in millions)
2017
Net sales - Bai Brands
$
35

Intercompany sales to Packaged Beverages Excluding Bai
(24
)
Incremental impact to consolidated net sales
$
11

    
 
For the Three Months Ended March 31,
(in millions)
2017
Net loss - Bai Brands
$
(5
)
Impact of intercompany activity with Packaged Beverages Excluding Bai (1)
(6
)
Incremental impact to consolidated net income
$
(11
)
___________________________
(1)
Impact of intercompany activity includes the elimination of intercompany net sales and the deferral of gross profit recognition on shipments of product still in Packaged Beverages Excluding Bai as of March 31, 2017, net of tax.


11
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


3 .
Inventories
Inventories consisted of the following:
 
March 31,
 
December 31,
(in millions)
2017
 
2016
Raw materials
$
80

 
$
77

Spare parts
21

 
22

Work in process
6

 
5

Finished goods
171

 
130

Inventories at first in first out cost
278

 
234

Reduction to LIFO cost
(32
)
 
(32
)
Inventories
$
246

 
$
202


Approximately $197 million and $158 million of the Company 's inventory was accounted for under the LIFO method of accounting as of March 31, 2017 and December 31, 2016 , respectively. The reduction to LIFO cost reflects the excess of the current cost of LIFO inventories as of March 31, 2017 and December 31, 2016 , over the amount at which these inventories were valued on the unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2017 , there was no LIFO inventory liquidation. For the three months ended March 31, 2016 , LIFO inventory liquidation increased the Company's gross profit by $1 million .
4 .
Prepaid Expenses and Other Current Assets and Other Current Liabilities
The table below details the components of prepaid expenses and other current assets and other current liabilities:
 
March 31,
 
December 31,
(in millions)
2017
 
2016
Prepaid expenses and other current assets:
 
 
 
Customer incentive programs
$
82

 
$
24

Derivative instruments
17

 
19

Prepaid income taxes
4

 
18

Current assets held for sale
1


1

Other
76

 
39

Total prepaid expenses and other current assets
$
180

 
$
101

Other current liabilities:
 
 
 
Customer rebates and incentives
$
220

 
$
280

Accrued compensation
76

 
134

Insurance liability
39

 
36

Interest accrual
53

 
24

Dividends payable
107

 
97

Derivative instruments
8

 
2

Holdback liability to former Bai Brands shareholders (1)
87

 
—

Other
106

 
97

Total other current liabilities
$
696

 
$
670

____________________________
(1)
Refer to Note 2 for additional information on holdback liability to former Bai Brands shareholders as of March 31, 2017 .

12
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


5 .
Goodwill and Other Intangible Assets
GOODWILL
Changes in the carrying amount of goodwill by reporting unit are as follows:
(in millions)
Beverage Concentrates
 
WD Reporting Unit (1)
 
DSD Reporting Unit (1)
 
Bai
 
Latin America Beverages
 
Total
Balance as of January 1, 2016
 
 
 
 
 
 
 
 
 
 
 
Goodwill
$
1,733

 
$
1,222

 
$
189

 
$
—

 
$
24

 
$
3,168

Accumulated impairment losses
—

 
—

 
(180
)
 
—

 
—

 
(180
)
 
1,733

 
1,222

 
9


—

 
24

 
2,988

Foreign currency impact
—

 
—

 
—

 
—

 
(3
)
 
(3
)
Acquisition activity (2)
—

 
—

 
—

 
—

 
8

 
8

Balance as of December 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Goodwill
1,733

 
1,222

 
189

 
—

 
29

 
3,173

Accumulated impairment losses
—

 
—

 
(180
)
 
—

 
—

 
(180
)
 
1,733

 
1,222

 
9

 
—

 
29

 
2,993

Foreign currency impact
—

 
—

 
—

 
—

 
2

 
2

Acquisition activity (3)
—

 
—

 
—

 
565

 
—

 
565

Balance as of March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
Goodwill
1,733

 
1,222

 
189

 
565

 
31

 
3,740

Accumulated impairment losses
—

 
—

 
(180
)
 
—

 
—

 
(180
)
 
$
1,733

 
$
1,222

 
$
9

 
$
565

 
$
31

 
$
3,560

____________________________
(1)
The Packaged Beverages Excluding Bai operating segment is comprised of two reporting units, the Direct Store Delivery (" DSD ") system and the Warehouse Direct (" WD ") system.
(2)
Goodwill was recorded to the Latin America Beverages reporting unit during 2016 as a result of the step acquisition of Industria Embotelladora de Bebidas Mexicanas and Embotelladora Mexicana de Agua, S.A. de C.V.
(3)
Goodwill was recorded to Bai during the quarter ended March 31, 2017 as a result of the Bai Brands Merger. Refer to Note 2 for additional information about the Bai Brands Merger.


13
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


INTANGIBLE ASSETS OTHER THAN GOODWILL
The net carrying amounts of intangible assets other than goodwill are as follows:
 
March 31, 2017
 
December 31, 2016
 
Gross
 
Accumulated
 
Net
 
Gross
 
Accumulated
 
Net
(in millions)
Amount
 
Amortization
 
Amount
 
Amount
 
Amortization
 
Amount
Intangible assets with indefinite lives:
 
 
 
 
 
 
 
 
 
 
 
Brands (1)
$
3,697

 
$
—

 
$
3,697

 
$
2,621

 
$
—

 
$
2,621

Distribution rights
28

 
—

 
28

 
27

 
—

 
27

Intangible assets with definite lives:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships (1)
106

 
(77
)
 
29

 
76

 
(76
)
 
—

Non-compete agreements (1)
22

 
—

 
22

 
—

 
—

 
—

Distribution rights
17

 
(9
)
 
8

 
16

 
(8
)
 
8

Brands
29

 
(29
)
 
—

 
29

 
(29
)
 
—

Bottler agreements
19

 
(19
)
 
—

 
19

 
(19
)
 
—

Total
$
3,918

 
$
(134
)
 
$
3,784

 
$
2,788

 
$
(132
)
 
$
2,656

____________________________
(1)
As a result of the Bai Brands Merger, the Company recorded indefinite lived brand assets of $1,073 million and definite lived non-compete agreements and customer relationships of $22 million and $30 million , respectively. Refer to Note 2 for additional information . The remaining $3 million increase in brands with indefinite lives is due to foreign currency translation.
As of March 31, 2017 , the weighted average useful life of intangible assets with finite lives was 7 years for customer relationships, 4 years for non-compete arrangements, 9 years for distribution rights and 6 years in total. Amortization expense for intangible assets was $2 million and $1 million for the three months ended March 31, 2017 and 2016, respectively.
Amortization expense of these intangible assets over the remainder of 2017 and the next four years is expected to be the following:
Year
Aggregate Amortization Expense
(in millions)
April 1, 2017 through December 31, 2017
$
4

2018
16

2019
13

2020
9

2021
6

IMPAIRMENT TESTING
The Company conducts impairment tests on goodwill and all indefinite-lived intangible assets annually 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 as of March 31, 2017 .

14
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


6 .
Debt
The following table summarizes the Company 's long-term obligations:
 
March 31,
 
December 31,
(in millions)
2017
 
2016
Senior unsecured notes
$
4,320

 
$
4,325

Capital lease obligations
157

 
153

Subtotal
4,477

 
4,478

Less - current portion
(10
)
 
(10
)
Long-term obligations
$
4,467

 
$
4,468

The following table summarizes the Company 's short-term borrowings and current portion of long-term obligations:
 
March 31,
 
December 31,
(in millions)
2017
 
2016
Commercial paper
$
—

 
$
—

Current portion of long-term obligations:
 
 
 
Capital lease obligations
10

 
10

Short-term borrowings and current portion of long-term obligations
$
10

 
$
10

SENIOR UNSECURED NOTES  
The Company 's senior unsecured notes consisted of the following:
(in millions)
 
 
 
 
 
Principal Amount
 
Carrying Amount
 
 
 
 
 
 
March 31,
 
March 31,
 
December 31,
Issuance
 
Maturity Date
 
Rate
 
2017
 
2017
 
2016
2018 Notes
 
May 1, 2018
 
6.82%
 
364

 
364

 
364

2019 Notes
 
January 15, 2019
 
2.60%
 
250

 
249

 
249

2020 Notes
 
January 15, 2020
 
2.00%
 
250

 
247

 
247

2021-A Notes
 
November 15, 2021
 
3.20%
 
250

 
249

 
249

2021-B Notes
 
November 15, 2021
 
2.53%
 
250

 
246

 
246

2022 Notes
 
November 15, 2022
 
2.70%
 
250

 
270

 
273

2023 Notes
 
December 15, 2023
 
3.13%
 
500

 
494

 
495

2025 Notes
 
November 15, 2025
 
3.40%
 
500

 
495

 
495

2026 Notes
 
September 15, 2026
 
2.55%
 
400

 
396

 
396

2027 Notes
 
June 15, 2027
 
3.43%
 
400

 
397

 
397

2038 Notes
 
May 1, 2038
 
7.45%
 
250

 
269

 
270

2045 Notes
 
November 15, 2045
 
4.50%
 
250

 
247

 
247

2046 Notes
 
December 15, 2046
 
4.42%
 
400

 
397

 
397

 
 
 
 
 
 
$
4,314

 
$
4,320

 
$
4,325


15
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


UNSECURED CREDIT AGREEMENT
In March 2017, the Company entered into a new five-year unsecured credit agreement (the "Credit Agreement"), which provides for a $500 million revolving line of credit (the "Revolver"). This Credit Agreement and Revolver fully replaced the Company's previous unsecured credit agreement and revolving line of credit, which was due to expire on September 25, 2017 and was terminated on March 16, 2017. There were no principal borrowings outstanding under the previous unsecured credit agreement upon termination. The Company incurred debt issuance costs of approximately $1 million in connection with the Credit Agreement during the three months ended March 31, 2017 .
Borrowings under the Revolver bear interest at a floating rate per annum based upon the alternate base rate ("ABR") or the Eurodollar rate, in each case plus an applicable margin which varies based upon the Company's debt ratings. Rates range from 0.000% to 0.300% for the ABR loans and from 0.805% to 1.300% for Eurodollar loans. The ABR is defined as the greater of (a) JPMorgan Chase Bank's prime rate, (b) the Federal Reserve Bank of New York ("NYFRB") rate, as defined below, plus 0.500% and (c) the Adjusted LIBOR, as defined below, for a one month interest period plus 1.00% . The NYFRB rate is the greater of (a) the federal funds effective rate or (b) the overnight bank funding rate. The Adjusted LIBOR is the London interbank offered rate for dollars, adjusted for a statutory reserve rate set by the Board of Governors of the Federal Reserve System of the United States of America.
Additionally, the Revolver is available for the issuance of letters of credit, not to exceed $75 million . Letters of credit will reduce, on a dollar for dollar basis, the amount available under the Revolver.
The Credit Agreement further provides that we may request at any time, subject to the satisfaction of certain conditions, that the aggregate commitments under the facility be increased by a total amount not to exceed $250 million .

The  Credit Agreement 's representations, warranties, covenants and events of default are generally customary for investment grade credit and include a financial covenant that requires the Company to maintain a ratio as provided therein of Consolidated Total Debt to Consolidated EBITDA of no more than  3.50  to  1.00 , tested quarterly. During the twelve month period following a Material Acquisition thereunder, the ratio may increase to no more than 4.00 to 1.00 . Upon the occurrence of an event of default, among other things, amounts outstanding may be accelerated and the commitments may be terminated. The Company's obligations are guaranteed by certain of the Company's direct and indirect domestic subsidiaries. The Credit Agreement has a maturity date of March 16, 2022; however, with the consent of lenders holding more than 50% of the total commitments thereunder and subject to the satisfaction of certain conditions, the Company may extend the maturity date for up to two additional one-year terms.
The following table provides amounts utilized and available under our Revolver as of March 31, 2017 :
(in millions)
Amount Utilized
 
Balances Available
Revolver
$
—

 
$
500

Letters of credit
—

 
75

As of March 31, 2017 , the Company was in compliance with all financial covenant requirements relating to the Credit Agreement .
LETTERS OF CREDIT FACILITIES
In addition to the portion of the Revolver reserved for issuance of letters of credit, the Company has incremental letters of credit facilities. Under these facilities, $120 million is available for the issuance of letters of credit, $60 million of which was utilized as of March 31, 2017 and $60 million of which remains available for use.
BRIDGE FINANCING FOR BAI BRANDS MERGER
On November 21, 2016, the Company entered into a commitment letter for a 364-day bridge loan facility (the "Bridge Facility") in an aggregate principal amount of up to $1,700 million , in order to ensure that financing would be available for the Bai Brands Merger. On January 31, 2017 , in accordance with its terms, the commitment under the Bridge Facility was automatically terminated upon the Company's funding of the Bai Brands Merger.

16
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


SHELF REGISTRATION STATEMENT
On August 10, 2016, the Company's Board of Directors ("the Board") authorized the Company to issue up to $2,000 million of securities from time to time. Subsequently, the Company filed a "well-known seasoned issuer" shelf registration statement (the "Shelf") with the SEC, effective September 2, 2016, which registered an indeterminate amount of securities for future sales. On September 16, 2016, the Company issued $400 million of 2026 Notes under the Shelf, leaving $1,600 million of securities authorized for issuance under the Shelf. On November 16, 2016, the Board replenished the authorized aggregate amount of securities available to be issued by an additional $400 million , which raised the full authorized amount to $2,000 million . On December 14, 2016, the Company issued an aggregate of $1,550 million of 2021, 2023, 2027 and 2046 Notes. As of March 31, 2017 , $450 million remained authorized to be issued under the Shelf.
7 . 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, which are recorded in cost of sales and SG&A expenses, respectively.
The Company manages these risks through a variety of strategies, including the use of interest rate contracts, foreign exchange forward contracts, commodity forward and future 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.
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, the derivatives 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.

17
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


INTEREST RATES  
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. Any ineffectiveness is recorded as interest during the period incurred. The following table presents information regarding these interest rate swaps and the associated hedging relationships:
 
 
 
 
 
 
 
 
Impact to the carrying value
($ in millions)
 
 
 
 
 
Method of
 
 
 
of long-term debt
 
 
Hedging
 
Number of
 
measuring
 
Notional
 
March 31,
 
December 31,
Period entered
 
relationship
 
instruments
 
effectiveness
 
value
 
2017
 
2016
November 2011
 
2019 Notes
 
2
 
Short cut method
 
$
100

 
$
—

 
$
—

November 2011
 
2021-A Notes
 
2
 
Short cut method
 
150

 
—

 
—

November 2012
 
2020 Notes
 
5
 
Short cut method
 
120

 
(2
)
 
(2
)
February 2015
 
2038 Notes
 
1
 
Regression
 
100

 
21

 
22

December 2016
 
2021-B Notes
 
2
 
Short cut method
 
250

 
(3
)
 
(2
)
December 2016
 
2023 Notes
 
2
 
Short cut method
 
150

 
(2
)
 
(1
)
January 2017
 
2022 Notes (1)
 
4
 
Regression
 
250

 
22

 
24

 
 
 
 
 
 
 
 
$
1,120

 
$
36

 
$
41

____________________________
(1)
In October 2016, the Company de-designated the hedging relationships between the four outstanding interest rate swaps and the 2022 Notes. The Company will amortize $25 million into earnings over the remaining term of the 2022 Notes which represents the increase to the carrying value of the debt upon de-designation consisting of changes in fair market value of the debt, pull to par adjustments and ineffectiveness recorded under the previous hedging relationship. The Company recorded the change in the fair value of the interest rate swaps after de-designation into interest expense.

In January 2017, the Company re-designated the hedging relationships between the four outstanding interest rate swaps and the 2022 Notes, which were de-designated in 2016. The Company uses regression analysis to assess the prospective and retrospective effectiveness of these hedging relationships.

FOREIGN EXCHANGE
Cash Flow Hedges
The Company 's Canadian and Mexican businesses purchase inventory through transactions denominated and settled in United States (" U.S. ") dollars, a currency different from the functional currency of the those businesses. These inventory purchases are subject to exposure from movements in exchange rates. During the three months ended March 31, 2017 and 2016 , 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 nine months  as of March 31, 2017 . The Company had outstanding foreign exchange forward contracts with notional amounts of $69 million and $7 million as of March 31, 2017 and December 31, 2016 , respectively.

18
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


COMMODITIES
Economic Hedges
DPS centrally manages the exposure to volatility in the prices of certain commodities used in its production process and transportation through forward and future contracts. The intent of these contracts is to provide a certain level of predictability in the Company 's overall cost structure. During the three months ended March 31, 2017 and 2016 , the Company held forward and future 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. Unrealized 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 "). The total notional values of derivatives related to economic hedges of this type were $262 million and $296 million as of March 31, 2017 and December 31, 2016 , respectively.
FAIR VALUE OF DERIVATIVE INSTRUMENTS
The following table summarizes the location of the fair value of the Company 's derivative instruments within the unaudited Condensed Consolidated Balance Sheets:
(in millions)
Balance Sheet Location
 
March 31,
2017
 
December 31,
2016
Assets:
 
 
 
 
 
Derivative instruments designated as hedging instruments under U.S. GAAP:
 
 
 
 
 
Interest rate contracts
Prepaid expenses and other current assets
 
$
3

 
$
6

Interest rate contracts
Other non-current assets
 
30

 
21

Derivative instruments not designated as hedging instruments under U.S. GAAP:
 
 
 
 
 
Interest rate contracts
Prepaid expenses and other current assets
 
—

 
4

Commodity contracts
Prepaid expenses and other current assets
 
14

 
9

Interest rate contracts
Other non-current assets
 
—

 
8

Commodity contracts
Other non-current assets
 
14

 
12

Total assets
 
 
$
61

 
$
60

Liabilities:
 
 
 
 
 
Derivative instruments designated as hedging instruments under U.S. GAAP:
 
 
 
 
 
Interest rate contracts
Other current liabilities
 
$
2

 
$
1

Foreign exchange forward contracts
Other current liabilities
 
6

 
—

Interest rate contracts
Other non-current liabilities
 
6

 
7

Derivative instruments not designated as hedging instruments under U.S. GAAP:
 
 
 
 
 
Commodity contracts
Other current liabilities
 
—

 
1

Commodity contracts
Other non-current liabilities
 
2

 
—

Total liabilities
 
 
$
16

 
$
9


19
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


IMPACT OF CASH FLOW HEDGES
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:
 
Amount of Loss Recognized in
 
Amount of Loss Reclassified from AOCL into Income
 
Location of Loss Reclassified from AOCL into Income
(in millions)
Other Comprehensive Loss ("OCI")
 
 
 
 
 
 
 
 
For the three months ended March 31, 2017:
 
 
 
 
 
Interest rate contracts
$
—

 
$
(2
)
 
Interest expense
Foreign exchange forward contracts
(5
)
 
—

 
Cost of sales
Total
$
(5
)
 
$
(2
)
 
 
 
 
 
 
 
 
For the three months ended March 31, 2016:
 
 
 
 
 
Interest rate contracts
$
—

 
$
(2
)
 
Interest expense
Foreign exchange forward contracts
(2
)
 
—

 
Cost of sales
Total
$
(2
)
 
$
(2
)
 
 
There was no hedge ineffectiveness recognized in earnings for the three months ended March 31, 2017 and 2016 with respect to derivative instruments designated as cash flow hedges. During the next 12 months, the Company expects to reclassify pre-tax net losses of $2 million from AOCL into net income.
IMPACT OF FAIR VALUE HEDGES
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:
 
 
Amount of Gain
 
Location of Gain
(in millions)
 
Recognized in Income
 
Recognized in Income
For the three months ended March 31, 2017:
 
 
 
 
Interest rate contracts
 
$
4

 
Interest expense
Total
 
$
4

 
 
 
 
 
 
 
For the three months ended March 31, 2016:
 
 
 
 
Interest rate contracts
 
$
4

 
Interest expense
Total
 
$
4

 
 
For the three months ended March 31, 2017 , no hedge ineffectiveness was recognized in earnings with respect to derivative instruments designated as fair value hedges. For the three months ended March 31, 2016 , $1 million hedge ineffectiveness was recognized in earnings with respect to derivative instruments designated as fair value hedges.

20
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


IMPACT OF ECONOMIC HEDGES
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:
 
 
Amount of Gain (Loss)
 
Location of Gain (Loss)
(in millions)
 
Recognized in Income
 
Recognized in Income
For the three months ended March 31, 2017:
 
 
 
 
Commodity contracts (1)
 
$
21

 
Cost of sales
Commodity contracts (1)
 
(13
)
 
SG&A expenses
Interest rate contracts (2)
 
1

 
Interest expense
Total
 
$
9

 
 
 
 
 
 
 
For the three months ended March 31, 2016:
 
 
 
 
Commodity contracts (1)
 
$
(1
)
 
Cost of sales
Commodity contracts (1)
 
—

 
SG&A expenses
Total
 
$
(1
)
 
 
____________________________
(1)
Commodity contracts include both realized and unrealized gains and losses.
(2)
Represents gains on the interest rate contracts related to the 2022 Notes prior to re-designation of hedging relationship in January 2017.
Refer to Note 10 for additional 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 upon execution of a hedging transaction and at least on a quarterly basis.

21
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DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


8 . 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:
 
March 31,
 
December 31,
(in millions)
2017
 
2016
Other non-current assets:
 
 
 
Customer incentive programs
$
58

 
$
57

Marketable securities - trading
44

 
35

Derivative instruments
44

 
41

Cost method investments (1)
1

 
16

Non-current restricted cash and restricted cash equivalents (2)
16

 
—

Other
43

 
34

Total other non-current assets
$
206

 
$
183

Other non-current liabilities:
 
 
 
Long-term payables due to Mondelēz International, Inc.
$
21

 
$
21

Long-term pension and post-retirement liability
43

 
41

Insurance liability
66

 
67

Derivative instruments
8

 
7

Deferred compensation liability
44

 
35

Holdback liability to former Bai Brands shareholders (2)
16

 
—

Acquired contingent liabilities (2)
21

 
—

Other
39

 
38

Total other non-current liabilities
$
258

 
$
209

____________________________
(1)
Decrease in cost method investments resulted from our consummation of the Bai Brands Merger, as we had a cost method investment in Bai Brands as of December 31, 2016 . Refer to Note 2 for additional information regarding the Bai Brands Merger and treatment of our previously held interest in Bai Brands.
(2)
Refer to Note 2 for additional information on non-current restricted cash and restricted cash equivalents, the corresponding holdback liability to former Bai Brands shareholders, and the acquired contingent liabilities, as of March 31, 2017 .
9 . Income Taxes
The effective tax rates for the three months ended March 31, 2017 and 2016 were 28.6% and 35.2% , respectively.
For the three months ended March 31, 2017, the provision for income taxes included an income tax benefit of $18 million due to the adoption of ASU 2016-09. Refer to Note 1 for additional information .

22
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


10 . Fair Value
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 under current market conditions. 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.
RECURRING FAIR VALUE MEASUREMENTS
The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016 :
 
March 31, 2017
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
(in millions)
Level 1
 
Level 2
 
Level 3
Commodity contracts
$
—

 
$
28

 
$
—

Interest rate contracts
—

 
33

 
—

Marketable securities - trading
44

 
—

 
—

Total assets
$
44

 
$
61

 
$
—

 
 
 
 
 
 
Commodity contracts
$
—

 
$
2

 
$
—

Interest rate contracts
—

 
8

 
—

Foreign exchange forward contracts
—

 
6

 
—

Total liabilities
$
—

 
$
16

 
$
—


23
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


 
December 31, 2016
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Inputs
 
Significant Unobservable Inputs
(in millions)
Level 1
 
Level 2
 
Level 3
Commodity contracts
$
—

 
$
21

 
$
—

Interest rate contracts
—

 
39

 
—

Marketable securities - trading
35

 
—

 
—

Total assets
$
35

 
$
60

 
$
—

 
 
 
 
 
 
Commodity contracts
$
—

 
$
1

 
$
—

Interest rate contracts
—

 
8

 
—

Foreign exchange forward contracts
—

 
—

 
—

Total liabilities
$
—

 
$
9

 
$
—

The fair values of marketable securities are determined using quoted market prices from daily exchange traded markets based on the closing price as of the balance sheet date and are classified as Level 1. The fair values of commodity forward and future 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 and future contracts are valued using the market approach based on observable market transactions, primarily underlying commodities futures or physical index prices, at the balance sheet date. Interest rate swap contracts are valued using models based primarily on readily observable market parameters, such as London Interbank Offered Rate forward rates, 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 March 31, 2017 and December 31, 2016 , the Company did not have any assets or liabilities measured on a recurring basis 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 the fair value hierarchy during the three months ended March 31, 2017 and 2016 .

24
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DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


ESTIMATED FAIR VALUE OF THE COMPANY'S FINANCIAL INSTRUMENTS
The carrying values and estimated fair values of the Company 's financial instruments that are not required to be measured at fair value in the unaudited Condensed Consolidated Balance Sheet are as follows:
 
Fair Value Hierarchy Level
 
March 31, 2017
 
December 31, 2016
(in millions)
 
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents (1)
1
 
$
73

 
$
73

 
$
1,787

 
$
1,787

Restricted cash and restricted cash equivalents (1)
1
 
103

 
103

 
—

 
—

Liabilities:
 
 
 
 
 
 
 
 
 
Long-term debt – 2018 Notes (2)
2
 
364

 
384

 
364

 
389

Long-term debt – 2019 Notes (2)
2
 
249

 
253

 
249

 
254

Long-term debt – 2020 Notes (2)
2
 
247

 
249

 
247

 
248

Long-term debt – 2021-A Notes (2)
2
 
249

 
256

 
249

 
256

Long-term debt – 2021-B Notes (2)
2
 
246

 
249

 
246

 
248

Long-term debt – 2022 Notes (2)
2
 
270

 
247

 
273

 
247

Long-term debt – 2023 Notes (2)
2
 
494

 
502

 
495

 
500

Long-term debt – 2025 Notes (2)
2
 
495

 
502

 
495

 
498

Long-term debt – 2026 Notes (2)
2
 
396

 
373

 
396

 
370

Long-term debt – 2027 Notes (2)
2
 
397

 
399

 
397

 
398

Long-term debt – 2038 Notes (2)
2
 
269

 
343

 
270

 
347

Long-term debt – 2045 Notes (2)
2
 
247

 
250

 
247

 
253

Long-term debt – 2046 Notes (2)
2
 
397

 
403

 
397

 
407

____________________________
(1)
Cash equivalents and restricted cash equivalents are composed of certificates of deposit, time deposits and other interest-bearing investments with original maturity dates of three months or less. Cash equivalents and restricted cash equivalents are recorded at cost, which approximates fair value.
(2)
The fair value amounts of long term debt were based on current market rates available to the Company . 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 and related unamortized costs to be incurred at such date. The carrying amount includes the unamortized discounts and issuance costs on the issuance of debt and impact of interest rate swaps designated as fair value hedges and other hedge related adjustments. Refer to Note 7 for additional information regarding the notes subject to fair value hedges.

25
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


11 . Stock-Based Compensation
The Company 's Omnibus Stock Incentive Plan of 2009 ( " DPS Stock Plan ") provides for various long-term incentive awards, including stock options, restricted stock units (" RSU s") and performance share units (" PSU s").
Stock-based compensation expense is recorded in SG&A expenses in the unaudited Condensed Consolidated Statements of Income. The components of stock-based compensation expense are presented below:
 
For the Three Months Ended March 31,
(in millions)
2017
 
2016
Total stock-based compensation expense
$
6

 
$
11

Income tax benefit recognized in the statement of income
(2
)
 
(4
)
Stock-based compensation expense, net of tax
$
4

 
$
7

STOCK OPTIONS
The table below summarizes stock option activity for the three months ended March 31, 2017 :
 
Stock Options
 
Weighted Average Exercise Price
 
Weighted Average Remaining Contractual Term (Years)
 
Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2017
1,342,921

 
$
70.83

 
7.93
 
$
27

Granted
423,745

 
94.62

 
 
 
 
Exercised
(324,922
)
 
51.91

 
 
 
14

Forfeited or expired
(5,751
)
 
88.06

 
 
 
 
Outstanding as of March 31, 2017
1,435,993

 
82.06

 
8.56
 
23

Exercisable as of March 31, 2017
611,415

 
69.72

 
7.60
 
17

As of March 31, 2017 , there was $8 million of unrecognized compensation cost related to unvested stock options granted under the DPS Stock Plan that is expected to be recognized over a weighted average period of 1.58 years .
RESTRICTED STOCK UNITS     
The table below summarizes RSU activity for the three months ended March 31, 2017 . The fair value of RSU s is determined based on the number of units granted and the grant date price of the Company's common stock.
 
RSUs
 
Weighted Average Grant Date Fair Value
 
Weighted Average Remaining Contractual Term (Years)
 
Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2017
1,218,244

 
$
71.08

 
0.80
 
$
110

Granted
385,417

 
94.62

 
 
 
 
Vested and released
(608,388
)
 
57.89

 
 
 
58

Forfeited
(10,060
)
 
82.60

 
 
 
 
Outstanding as of March 31, 2017
985,213

 
88.32

 
1.53
 
96

As of March 31, 2017 , there was $64 million of unrecognized compensation cost related to unvested RSU s granted under the DPS Stock Plan that is expected to be recognized over a weighted average period of 1.51 years .

26
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


During the three months ended March 31, 2017 , 608,388 shares subject to previously granted RSU s vested. A majority of these vested RSU s were net share settled. The Company withheld 191,820 shares based upon the Company's closing stock price on the vesting date to settle the employees' minimum statutory obligation for applicable income and other employment taxes. Subsequently, the Company remitted the required funds to the appropriate taxing authorities.
Total payments for the employees' tax obligations to the relevant taxing authorities were $20 million and $19 million for the three months ended March 31, 2017 and 2016 , respectively, and are reflected as a financing activity within the unaudited Condensed Consolidated Statements of Cash Flows. These payments were used for tax withholdings related to the net share settlements of RSU s and dividend equivalent units (" DEUs "). These payments had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued on the vesting date and were recorded as a reduction of equity.
PERFORMANCE SHARE UNITS
The table below summarizes PSU activity for the three months ended March 31, 2017 . The fair value of PSU s is determined based on the number of units granted and the grant date price of the Company's common stock.
 
PSUs
 
Weighted Average Grant Date Fair Value
 
Weighted Average Remaining Contractual Term (Years)
 
Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2017
374,618

 
$
64.86

 
0.89
 
$
34

Granted
119,879

 
77.97

 
 
 
 
Performance adjustment (1)
146,313

 
51.68

 
 
 
 
Vested and released
(292,626
)
 
51.68

 
 
 
28

Forfeited
(1,128
)
 
59.78

 
 
 
 
Outstanding as of March 31, 2017
347,056

 
69.96

 
1.74
 
34

____________________________
(1)
For PSU s which vested during the three months ended March 31, 2017 , the Company awarded additional PSU s, as actual results measured at the end of the performance period exceeded target performance levels.
As of March 31, 2017 , there was $14 million of unrecognized compensation cost related to unvested PSU s granted under the DPS Stock Plan that is expected to be recognized over a weighted average period of 1.75 years .
During the three months ended March 31, 2017 , 292,626 units subject to previously granted PSU s vested. A majority of these vested PSU s were net share settled. The Company withheld 101,702 shares based upon the Company's closing stock price on the vesting date to settle the employees' minimum statutory obligation for the applicable income and other employment taxes. Subsequently, the Company remitted the required funds to the appropriate taxing authorities.
Total payments for the employees' tax obligations to the relevant taxing authorities were $10 million and $12 million for the three months ended March 31, 2017 and 2016 , respectively, and are reflected as a financing activity within the unaudited Condensed Consolidated Statements of Cash Flows. These payments were used for tax withholdings related to the net share settlements of PSU s and DEUs . These payments had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued on the vesting date and were recorded as a reduction of equity.

27
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DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


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:
 
For the Three Months Ended March 31,
(in millions, except per share data)
2017
 
2016
Basic EPS:
 
 
 
Net income
$
177

 
$
182

Weighted average common shares outstanding
183.4

 
187.6

Earnings per common share — basic
$
0.97

 
$
0.97

Diluted EPS:
 
 
 
Net income
$
177

 
$
182

Weighted average common shares outstanding
183.4

 
187.6

Effect of dilutive securities:
 
 
 
Stock options
0.3

 
0.3

RSUs
0.7

 
0.9

PSUs
0.2

 
0.2

Weighted average common shares outstanding and common stock equivalents
184.6

 
189.0

Earnings per common share — diluted
$
0.96

 
$
0.96

Stock options, RSU s, PSU s and DEUs totaling 0.5 million and 0.2 million shares were excluded from the diluted weighted average shares outstanding for the three months ended March 31, 2017 and 2016, respectively, as they were not dilutive.
Under the terms of our RSU and PSU agreements, unvested RSU and PSU awards contain forfeitable rights to dividends and DEUs . Because the DEUs are forfeitable, they are defined as non-participating securities. As of March 31, 2017 , there were 30,534 DEUs , which will vest at the time that the underlying RSU or PSU vests.
Through 2016, the Company 's Board has authorized a total aggregate share repurchase plan of $5 billion . The Company repurchased and retired 0.3 million shares of common stock valued at approximately $28 million and 2.0 million shares of common stock valued at approximately $179 million for the three months ended March 31, 2017 and 2016, respectively. These amounts were recorded as a reduction of equity in the unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity. As of March 31, 2017 , $1,104 million remains available for share repurchases under the Board's authorization.

28
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


13 . Accumulated Other Comprehensive Loss
The following tables provide a summary of changes in the balances of each component of AOCL , net of taxes:
 (in millions)
Foreign Currency Translation
 
Change in Pension Liability
 
Cash Flow Hedges
 
Accumulated Other Comprehensive Loss
Balance as of January 1, 2016
$
(125
)
 
$
(36
)
 
$
(34
)
 
$
(195
)
OCI before reclassifications
(39
)
 
(5
)
 
—

 
(44
)
Amounts reclassified from AOCL
—

 
4

 
6

 
10

Net current year OCI
(39
)
 
(1
)
 
6

 
(34
)
Balance as of December 31, 2016
(164
)
 
(37
)
 
(28
)
 
(229
)
OCI before reclassifications
25

 
(1
)
 
(3
)
 
21

Amounts reclassified from AOCL
—

 
1

 
1

 
2

Net current year OCI
25

 
—

 
(2
)
 
23

Balance as of March 31, 2017
$
(139
)
 
$
(37
)
 
$
(30
)
 
$
(206
)
The following table presents the amount of loss reclassified from AOCL into the unaudited Condensed Consolidated Statements of Income:
 
 
 
For the Three Months Ended March 31,
 (in millions)
Location of Loss Reclassified from AOCL into Income
 
2017
 
2016
Loss on cash flow hedges:
 
 
 
 
 
Interest rate contracts
Interest expense
 
$
(2
)
 
$
(2
)
Foreign exchange forward contracts
Cost of sales
 
—

 
—

Total
 
 
(2
)
 
(2
)
Income tax benefit
 
 
(1
)
 
(1
)
Total
 
 
$
(1
)
 
$
(1
)
 
 
 
 
 
 
Defined benefit pension and postretirement plan items:
 
 
 
 
 
Amortization of actuarial losses, net
SG&A expenses
 
$
(1
)
 
$
(1
)
Total
 
 
(1
)
 
(1
)
Income tax benefit
 
 
—

 
—

Total
 
 
$
(1
)
 
$
(1
)
Total reclassifications
 
 
$
(2
)
 
$
(2
)

29
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


14 . Supplemental Cash Flow Information
The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents reported with the unaudited Condensed Consolidated Balance Sheets to the total of the same amounts shown in the unaudited Condensed Consolidated Statements of Cash Flows:
 
March 31,
 
December 31,
 (in millions)
2017
 
2016
Cash and cash equivalents
$
73

 
$
1,787

Restricted cash and restricted cash equivalents (1)
87

 
—

Non-current restricted cash and restricted cash equivalents included in Other non-current assets (1)
16

 
—

Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the unaudited Condensed Consolidated Statement of Cash Flows
$
176

 
$
1,787

____________________________
(1)
Amounts included in restricted cash and restricted cash equivalents represent the holdback held in escrow in connection with the Bai Brands Merger. Refer to Note 2 for additional information on the Bai Brands Merger.
The following table details supplemental cash flow disclosures of non-cash investing and financing activities: 
 
For the Three Months Ended March 31,
 (in millions)
2017
 
2016
Supplemental cash flow disclosures of non-cash investing and financing activities:
 
 
 
Dividends declared but not yet paid
$
107

 
$
99

Capital expenditures included in accounts payable and other current liabilities
9

 
10

Holdback liability for acquisition of business
103

 
—

Capital lease additions
7

 
6

Supplemental cash flow disclosures:
 
 
 
Interest paid
$
13

 
$
13

Income taxes paid
7

 
33


30
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


15 . Commitments and Contingencies
LEGAL MATTERS
The Company is occasionally subject to litigation or other legal proceedings. 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 results of operations, financial condition or liquidity of the Company .
16 . Segments
As of March 31, 2017 and for the three months ended March 31, 2017 , the Company 's operating structure consisted of the following four operating segments upon consummation of the Bai Brands Merger:
•
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 Excluding Bai 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 the Direct Store Delivery system and the Warehouse Direct system.
•
The Bai segment reflects sales of Bai Brands finished goods to third party distributors, primarily in the U.S., as net sales to the Packaged Beverages Excluding Bai segment are eliminated in consolidation. Refer to Note 2 for additional information regarding the impact of Bai Brands on the Company's net sales presented in the unaudited Condensed Consolidated Statements of Operations.
•
The Latin America Beverages segment reflects sales in Mexico, the Caribbean, and other international markets from the manufacture and distribution of concentrates, syrup and finished beverages.

The Company has determined that Packaged Beverages Excluding Bai and Bai, which have been identified as operating segments, meet the aggregation criteria under U.S. GAAP. As such, these segments have been aggregated into one reportable segment, Packaged Beverages, based on similarities among the operating units including economic characteristics, the nature of the products and services, the nature of the production processes, the types or class of customer for their products and services, the methods used to distribute their products and services and the nature of the regulatory environment.

As of December 31, 2016 and for the three months ended March 31, 2016, the Company's operating structure consisted of the three operating segments identified prior to the Bai Brands Merger.
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. Intersegment sales are recorded at cost and are eliminated in the unaudited Condensed Consolidated Statements of Operations. “Unallocated corporate costs” are excluded from the Company's measurement of segment performance and include stock-based compensation expense, unrealized commodity derivative gains and losses, and certain general corporate expenses.

31
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


Information about the Company 's operations by reporting segment is as follows:
 
For the Three Months Ended March 31,
(in millions)
2017
 
2016
Segment Results – Net sales
 
 
 
Beverage Concentrates
$
294

 
$
287

Packaged Beverages
1,118

 
1,097

Latin America Beverages
98

 
103

Net sales
$
1,510

 
$
1,487

 
For the Three Months Ended March 31,
 (in millions)
2017
 
2016
Segment Results – SOP
 
 
 
Beverage Concentrates
$
186

 
$
187

Packaged Beverages
141

 
175

Latin America Beverages
11

 
15

Total SOP
338

 
377

Unallocated corporate costs
81

 
64

Other operating income, net
(28
)
 
—

Income from operations
285

 
313

Interest expense, net
39

 
33

Other income, net
(2
)
 
(1
)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries
$
248

 
$
281

 
March 31,
 
December 31,
(in millions) 
2017
 
2016
Identifiable operating assets
 

 
 

Beverage Concentrates
$
4,168

 
$
4,108

Packaged Beverages
5,253

 
3,474

Latin America Beverages
343

 
312

Segment total
9,764

 
7,894

Corporate and other
221

 
1,874

Total identifiable operating assets
9,985

 
9,768

Investments in unconsolidated subsidiaries
23

 
23

Total assets
$
10,008

 
$
9,791


32
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


17 . Guarantor and Non-Guarantor Financial Information
The Company's outstanding senior unsecured notes (the " Notes ") are fully and unconditionally guaranteed by substantially all of the Company 's existing and future direct and indirect domestic subsidiaries (except one immaterial subsidiary associated with charitable purposes) (the " Guarantors "), as defined in the indentures governing the Notes . The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee, subject to the release provisions described below, the Company 's obligations under the Notes . None of the Company 's subsidiaries organized outside of the U.S. or immaterial subsidiaries used for charitable purposes (collectively, the " Non-Guarantors ") guarantee the Notes. The subsidiary guarantees with respect to the Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of other indebtedness of the Company, the Company 's exercise of its legal defeasance option with respect to the Notes and the discharge of the Company 's obligations under the applicable indenture.
The following schedules present the financial information for Dr Pepper Snapple Group, Inc. (the " Parent "), Guarantors and Non-Guarantors . The consolidating schedules are provided in accordance with the reporting requirements of Rule 3-10 under SEC Regulation S-X for guarantor subsidiaries.
 
Condensed Consolidating Statements of Income
 
For the Three Months Ended March 31, 2017
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Net sales
$
—

 
$
1,407

 
$
136

 
$
(33
)
 
$
1,510

Cost of sales
—

 
564

 
76

 
(33
)
 
607

Gross profit
—

 
843

 
60

 
—

 
903

Selling, general and administrative expenses
2

 
577

 
42

 
—

 
621

Depreciation and amortization
—

 
23

 
2

 
—

 
25

Other operating (income) expense, net
—

 
(28
)
 
—

 
—

 
(28
)
Income from operations
(2
)
 
271

 
16

 
—

 
285

Interest expense
63

 
19

 
—

 
(42
)
 
40

Interest income
(16
)
 
(27
)
 
—

 
42

 
(1
)
Other (income) expense, net
(4
)
 
(1
)
 
3

 
—

 
(2
)
Income (loss) before provision (benefit) for income taxes and equity in earnings of subsidiaries
(45
)
 
280

 
13

 
—

 
248

Provision (benefit) for income taxes
(16
)
 
83

 
4

 
—

 
71

Income (loss) before equity in earnings of subsidiaries
(29
)
 
197

 
9

 
—

 
177

Equity in earnings of consolidated subsidiaries
206

 
9

 
—

 
(215
)
 
—

Equity in earnings of unconsolidated subsidiaries, net of tax
—

 
—

 
—

 
—

 
—

Net income
$
177

 
$
206

 
$
9

 
$
(215
)
 
$
177


33
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


 
Condensed Consolidating Statements of Income
 
For the Three Months Ended March 31, 2016
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Net sales
$
—

 
$
1,367

 
$
124

 
$
(4
)
 
$
1,487

Cost of sales
—

 
548

 
58

 
(4
)
 
602

Gross profit
—

 
819

 
66

 
—

 
$
885

Selling, general and administrative expenses
—

 
497

 
49

 
—

 
546

Depreciation and amortization
—

 
25

 
1

 
—

 
26

Other operating (income) expense, net
—

 
—

 
—

 
—

 
—

Income from operations
—

 
297

 
16

 
—

 
313

Interest expense
53

 
17

 
—

 
(37
)
 
33

Interest income
(13
)
 
(23
)
 
(1
)
 
37

 
—

Other expense (income), net
(2
)
 
(1
)
 
2

 
—

 
(1
)
Income (loss) before provision (benefit) for income taxes and equity in earnings of subsidiaries
(38
)
 
304

 
15

 
—

 
281

Provision (benefit) for income taxes
(14
)
 
109

 
4

 
—

 
99

Income (loss) before equity in earnings of subsidiaries
(24
)
 
195

 
11

 
—

 
182

Equity in earnings of consolidated subsidiaries
206

 
11

 
—

 
(217
)
 
—

Equity in earnings of unconsolidated subsidiaries, net of tax
—

 
—

 
—

 
—

 
—

Net income
$
182

 
$
206

 
$
11

 
$
(217
)
 
$
182


 
Condensed Consolidating Statements of Comprehensive Income
 
For the Three Months Ended March 31, 2017
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Comprehensive income (loss)
$
200

 
$
227

 
$
30

 
$
(257
)
 
$
200


 
Condensed Consolidating Statements of Comprehensive Income
 
For the Three Months Ended March 31, 2016
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Comprehensive income (loss)
$
190

 
$
215

 
$
33

 
$
(248
)
 
$
190




34
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


 
Condensed Consolidating Balance Sheets
 
As of March 31, 2017
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
23

 
$
50

 
$
—

 
$
73

Restricted cash and cash equivalents
—

 
87

 
—

 
—

 
87

Accounts receivable:
 
 
 
 
 
 
 
 
 
Trade, net
—

 
545

 
61

 
—

 
606

Other
8

 
37

 
10

 
—

 
55

Related party receivable
19

 
33

 
—

 
(52
)
 
—

Inventories
—

 
217

 
29

 
—

 
246

Prepaid expenses and other current assets
388

 
169

 
15

 
(392
)
 
180

Total current assets
415

 
1,111

 
165

 
(444
)
 
1,247

Property, plant and equipment, net
—

 
985

 
140

 
—

 
1,125

Investments in consolidated subsidiaries
8,288

 
322

 
—

 
(8,610
)
 
—

Investments in unconsolidated subsidiaries
—

 
23

 
—

 
—

 
23

Goodwill
—

 
3,537

 
23

 
—

 
3,560

Other intangible assets, net
—

 
3,733

 
51

 
—

 
3,784

Long-term receivable, related parties
3,225

 
5,246

 
—

 
(8,471
)
 
—

Other non-current assets
75

 
114

 
20

 
(3
)
 
206

Non-current deferred tax assets
20

 
—

 
63

 
(20
)
 
63

Total assets
$
12,023

 
$
15,071

 
$
462

 
$
(17,548
)
 
$
10,008

 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
316

 
$
37

 
$
—

 
$
353

Related party payable
26

 
16

 
10

 
(52
)
 
—

Deferred revenue
—

 
69

 
2

 
(7
)
 
64

Short-term borrowings and current portion of long-term obligations
—

 
10

 
—

 
—

 
10

Income taxes payable
—

 
409

 
—

 
(385
)
 
24

Other current liabilities
167

 
480

 
49

 
—

 
696

Total current liabilities
193

 
1,300

 
98

 
(444
)
 
1,147

Long-term obligations to third parties
4,320

 
147

 
—

 
—

 
4,467

Long-term obligations to related parties
5,246

 
3,225

 
—

 
(8,471
)
 
—

Non-current deferred tax liabilities
—

 
862

 
—

 
(20
)
 
842

Non-current deferred revenue
—

 
1,078

 
26

 
(3
)
 
1,101

Other non-current liabilities
71

 
171

 
16

 
—

 
258

Total liabilities
9,830

 
6,783

 
140

 
(8,938
)
 
7,815

Total stockholders' equity
2,193

 
8,288

 
322

 
(8,610
)
 
2,193

Total liabilities and stockholders' equity
$
12,023

 
$
15,071

 
$
462

 
$
(17,548
)
 
$
10,008



35
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


 
Condensed Consolidating Balance Sheets
 
As of December 31, 2016
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
—

 
$
1,736

 
$
51

 
$
—

 
$
1,787

Restricted cash and cash equivalents
—

 
—

 
—

 
—

 
—

Accounts receivable:
 
 
 
 
 
 
 
 
 
Trade, net
—

 
540

 
55

 
—

 
595

Other
3

 
39

 
9

 
—

 
51

Related party receivable
15

 
37

 
—

 
(52
)
 
—

Inventories
—

 
178

 
24

 
—

 
202

Prepaid and other current assets
379

 
84

 
7

 
(369
)
 
101

Total current assets
397

 
2,614

 
146

 
(421
)
 
2,736

Property, plant and equipment, net
—

 
1,007

 
131

 
—

 
1,138

Investments in consolidated subsidiaries
8,067

 
302

 
—

 
(8,369
)
 
—

Investments in unconsolidated subsidiaries
—

 
23

 
—

 
—

 
23

Goodwill
—

 
2,972

 
21

 
—

 
2,993

Other intangible assets, net
—

 
2,609

 
47

 
—

 
2,656

Long-term receivable, related parties
3,209

 
5,077

 
—

 
(8,286
)
 
—

Other non-current assets
64

 
107

 
12

 
—

 
183

Non-current deferred tax assets
20

 
—

 
62

 
(20
)
 
62

Total assets
$
11,757

 
$
14,711

 
$
419

 
$
(17,096
)
 
$
9,791

 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
276

 
$
27

 
$
—

 
$
303

Related party payable
31

 
14

 
7

 
(52
)
 
—

Deferred revenue
—

 
63

 
1

 
—

 
64

Short-term borrowings and current portion of long-term obligations
—

 
10

 
—

 
—

 
10

Income taxes payable
—

 
372

 
1

 
(369
)
 
4

Other current liabilities
128

 
502

 
40

 
—

 
670

Total current liabilities
159

 
1,237

 
76

 
(421
)
 
1,051

Long-term obligations to third parties
4,325

 
143

 
—

 
—

 
4,468

Long-term obligations to related parties
5,077

 
3,209

 
—

 
(8,286
)
 
—

Non-current deferred tax liabilities
(1
)
 
833

 
—

 
(20
)
 
812

Non-current deferred revenue
—

 
1,091

 
26

 
—

 
1,117

Other non-current liabilities
63

 
131

 
15

 
—

 
209

Total liabilities
9,623

 
6,644

 
117

 
(8,727
)
 
7,657

Total stockholders' equity
2,134

 
8,067

 
302

 
(8,369
)
 
2,134

Total liabilities and stockholders' equity
$
11,757

 
$
14,711

 
$
419

 
$
(17,096
)
 
$
9,791



36
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


 
Condensed Consolidating Statements of Cash Flows
 
For the Three Months Ended March 31, 2017
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Operating activities:
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
(23
)
 
$
122

 
$
8

 
$
(10
)
 
$
97

Investing activities:
 
 
 
 
 
 
 
 
 
Acquisition of business
—

 
(1,548
)
 
—

 
—

 
(1,548
)
Cash acquired in step acquisition of unconsolidated subsidiaries
—

 
3

 
—

 
—

 
3

Purchase of property, plant and equipment
—

 
(15
)
 
(1
)
 
—

 
(16
)
Investment in unconsolidated subsidiaries
—

 
(1
)
 
—

 
—

 
(1
)
Purchase of intangible assets
—

 
(1
)
 
—

 
—

 
(1
)
Proceeds from disposals of property, plant and equipment
—

 
1

 
—

 
—

 
1

Issuance of related party notes receivable
—

 
(169
)
 
—

 
169

 
—

Other, net
(7
)
 
—

 
—

 
—

 
(7
)
Net cash (used in) provided by investing activities
(7
)
 
(1,730
)
 
(1
)
 
169

 
(1,569
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of related party debt
169

 
—

 
—

 
(169
)
 
—

Repurchase of shares of common stock
(28
)
 
—

 
—

 
—

 
(28
)
Dividends paid
(97
)
 
—

 
(10
)
 
10

 
(97
)
Tax withholdings related to net share settlements of certain stock awards
(30
)
 
—

 
—

 
—

 
(30
)
Proceeds from stock options exercised
17

 
—

 
—

 
—

 
17

Deferred financing charges paid
(1
)
 
—

 
—

 
—

 
(1
)
Capital lease payments
—

 
(3
)
 
—

 
—

 
(3
)
Net cash (used in) provided by financing activities
30

 
(3
)
 
(10
)
 
(159
)
 
(142
)
Cash and cash equivalents — net change from:
 

 
 

 
 

 
 

 
 

Operating, investing and financing activities
—

 
(1,611
)
 
(3
)
 
—

 
(1,614
)
Effect of exchange rate changes on cash and cash equivalents
—

 
1

 
2

 
—

 
3

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
—

 
1,736

 
51

 
—

 
1,787

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
$
—

 
$
126

 
$
50

 
$
—

 
$
176



37
Table of Contents
DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, Continued)


 
Condensed Consolidating Statements of Cash Flows
 
For the Three Months Ended March 31, 2016
 (in millions)
Parent
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
Operating activities:
 
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
$
—

 
$
185

 
$
12

 
$
—

 
$
197

Investing activities:
 
 
 
 
 
 
 
 
 
Purchase of property, plant and equipment
—

 
(22
)
 
(5
)
 
—

 
(27
)
Investments in unconsolidated subsidiaries
—

 
(6
)
 
—

 
—

 
(6
)
Proceeds from disposals of property, plant and equipment
—

 
1

 
—

 
—

 
1

Issuance of related party notes receivable
—

 
(800
)
 
—

 
800

 
—

Other, net
(8
)
 
—

 
—

 
—

 
(8
)
Net cash (used in) provided by investing activities
(8
)
 
(827
)
 
(5
)
 
800

 
(40
)
Financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of related party debt
800

 
—

 
—

 
(800
)
 
—

Repayment of senior unsecured notes
(500
)
 
—

 
—

 
—

 
(500
)
Repurchase of shares of common stock
(179
)
 
—

 
—

 
—

 
(179
)
Dividends paid
(90
)
 
—

 
—

 
—

 
(90
)
Tax withholdings related to net share settlements of certain stock awards
(31
)
 
—

 
—

 
—

 
(31
)
Proceeds from stock options exercised
7

 
—

 
—

 
—

 
7

Capital lease payments
—

 
(2
)
 
—

 
—

 
(2
)
Other, net
1

 
(1
)
 
—

 
—

 
—

Net cash (used in) provided by financing activities
8

 
(3
)
 
—

 
(800
)
 
(795
)
Cash and cash equivalents — net change from:
 
 
 
 
 
 
 
 
 
Operating, investing and financing activities
—

 
(645
)
 
7

 
—

 
(638
)
Effect of exchange rate changes on cash and cash equivalents
—

 
—

 
2

 
—

 
2

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
—

 
859

 
52

 
—

 
911

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
$
—

 
$
214

 
$
61

 
$
—

 
$
275





38
Table of Contents


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, 2016 (the "Annual Report").
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. 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.
BAI BRANDS LLC MERGER
On January 31, 2017, we consummated our Agreement and Plan of Merger (the "Merger Agreement") with Bai Brands LLC ("Bai Brands") and completed the acquisition of Bai Brands for a cash purchase price of $1.690 billion, subject to certain adjustments provided in the Merger Agreement (the "Merger" or the"Bai Brands Merger"). The results of Bai Brands are included in the Packaged Beverages reporting segment.
In discussing our results, we may use the terms "acquired" and "organic". "Acquired" represents the incremental impact to our results due to the Bai Brands Merger, which primarily reflects sales of Bai Brands finished goods to third party distributors. "Organic" represents the incremental impact to our results from our pre-existing business prior to the Bai Brands Merger.
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 (non-cola) carbonated soft drinks (" CSD s") and non-carbonated beverages (" NCB s"), including ready-to-drink teas, juices, juice drinks, water and mixers. Our brand portfolio includes popular CSD brands such as Dr Pepper, Canada Dry, Peñafiel, Squirt, 7UP, Crush, A&W, Sunkist soda and Schweppes, and NCB brands such as Snapple, Hawaiian Punch, Mott's, Clamato, Bai, Mr & Mrs T mixers and Rose's. Our largest brand, Dr Pepper, is a leading flavored CSD in the U.S. as reporte d by Information Resources, Inc. We h ave 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 reporting 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.

39
Table of Contents


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, Sunkist soda, 7UP, A&W, Sun Drop, RC Cola, Squirt, Diet Rite, Vernors and the concentrate form of Hawaiian Punch.
Almost all of our beverage concentrates are manufactured at our plant in St. Louis, Missouri.
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 the combined product in PET containers, glass bottles and aluminum cans, and sell them as finished beverages 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 our 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 reporting 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 privat e label beverages, primarily in the U.S. and Canada. Key NCB brands in this segment include Snapple, Hawaiian Punch, Mott's, Clamato, Bai, Yoo-Hoo, Deja Blue, ReaLemon, Mr and Mrs T mixers, Nantucket Nectars, Mistic, Garden Cocktail and Rose's. Key CSD brands in this segment include 7UP, Dr Pepper, A&W, Canada Dry, Sunkist soda, Squirt, RC Cola, Vernors, Diet Rite and Sun Drop. 
Additionally, we distribute third-party brands such as Big Red, FIJI mineral water, AriZona tea, Vita Coco coconut water, BODYARMOR, Neuro drinks, Core Hydration, Sparkling Fruit 2 O, Hydrive energy drinks and High-Brew. Although the majority of our Packaged Beverages' net sales relate to our brands, we also provide a route-to-market for these 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. 
A portion of our sales also comes from bottling beverages and other products for private label owners or others, which is also referred to as contract manufacturing.
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 and our WD system, both of which include the sales to all major retail channels, including supermarkets, fountains, 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, vegetable juice categories and grapefruit flavored CSD s. Key brands include Peñafiel, Squirt, Aguafiel, Clamato and Crush.
In Mexico, we manufacture and distribute our products through our bottling operations and third party bottlers and distributors. We sell our finished beverages through all major Mexican retail channels, including the "mom and pop" stores, supermarkets, hypermarkets, convenience stores and on-premise channels. In the Caribbean, we distribute our products through third-party bottlers and distributors. We have also begun to distribute certain products in other international jurisdictions through various third-party bottlers and distributors.

40
Table of Contents


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

41
Table of Contents


EXECUTIVE SUMMARY - FINANCIAL OVERVIEW AND RECENT DEVELOPMENTS
DPS-10QX0331_CHARTX30557A04.JPG      DPS-10QX0331_CHARTX31519A04.JPG
DPS-10QX0331_CHARTX32422A04.JPG      DPS-10QX0331_CHARTX33404A04.JPG
•
On January 31, 2017, we completed the Bai Brands Merger for a purchase price of $1.69 billion . For the three months ended March 31, 2017 , the impact of the Bai Brands Merger decreased diluted earnings per share in total by $0.07. The drivers of this decrease include the associated transaction and integration expenses, the ongoing operations of Bai Brands, and the interest expense associated with the financing to complete the Bai Brands Merger decreased diluted earnings per share by $0.07 , $0.06 , and $0.04 , respectively, while the gain on the step-acquisition of Bai Brands increased diluted earnings per share by $0.10 . The impact of the ongoing operations of Bai Brands includes the incremental profit margin benefit we experienced in the first quarter as the brand owner partially offset by the $9 million initial profit in stock adjustment related to Bai Brands inventories.
•
As of January 1, 2017, we adopted a new accounting standard which changed the recognition of excess tax benefits related to stock awards. For the three months ended March 31, 2017 , the impact of the new accounting standard increased dilutive earnings per share by $0.10 .
•
During the three months ended March 31, 2017 and 2016 , we repurchased 0.3 million and 2.0 million shares of our common stock valued at approximately $28 million and $179 million , respectively.
RESULTS OF OPERATIONS
We eliminate from our financial results all intercompany transactions between entities included in our consolidated financial statements 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."

42
Table of Contents


Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016
Consolidated Operations
The following table sets forth our unaudited consolidated results of operations for the three months ended March 31, 2017 and 2016 :
 
For the Three Months Ended March 31,
 
 
 
 
 
2017
 
2016
 
Dollar
 
Percentage
($ in millions)
Dollars
 
Percent
 
Dollars
 
Percent
 
Change
 
Change
Net sales
$
1,510

 
100.0
 %
 
$
1,487

 
100.0
%
 
$
23

 
2
 %
Cost of sales
607

 
40.2

 
602

 
40.5

 
5

 
1

Gross profit
903

 
59.8

 
885

 
59.5

 
18

 
2

Selling, general and administrative expenses
621

 
41.1

 
546

 
36.7

 
75

 
14

Other operating income, net
(28
)
 
(1.9
)
 
—

 
—

 
(28
)
 
NM

Income from operations
285

 
18.9

 
313

 
21.0

 
(28
)
 
(9
)
Interest expense
40

 
2.6

 
33

 
2.2

 
7

 
21

Provision for income taxes
71

 
4.7

 
99

 
6.7

 
(28
)
 
(28
)
Effective tax rate
28.6
%
 
NM

 
35.2
%
 
NM

 
NM

 
NM

Volume (BCS) . Volume (BCS)  increased 1% for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . In the U.S. and Canada, volume was flat, and in Mexico and the Caribbean, volume increased 3% , compared with the year ago period. Branded CSD volumes grew 1% while branded NCB volumes declined 2% .
In branded CSD s, Canada Dry increased 5% and Schweppes grew by 8% due to continued growth in the ginger ale and sparkling water categories. Dr Pepper grew 1% driven by increases in our fountain business partially offset by declines in TEN. Peñafiel increased 5% as a result of product and package innovation, partially offset by competitive headwinds, in our Latin America Beverages segment. Squirt increased 1% . These increases were partially offset as A&W declined 2% , 7UP decreased 2% , driven by declines in Puerto Rico, and our other CSD brands were 1% lower compared to the year ago period.
In branded NCB s, Snapple declined 6% due primarily to the timing of promotional activity. Mott's decreased 2% as declines in the juice category were partially offset by gains in our sauce products. Our other NCB brands were 9% lower compared to the prior period, led by Hawaiian Punch and Country Time. These declines were partially offset as our growth allied brands gained 33% due primarily to distribution gains for BODYARMOR, Core and Fiji, and product innovation for BODYARMOR. Bai increased 80% driven by the acquired Bai Brands shipments to third party distributors since the Merger and continued growth in our existing distribution as a result of distribution gains and product innovation. Clamato was flat compared with the year ago period.
Net Sales. Net sales increased $23 million , or approximately 2% , for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . The primary drivers of the increase in net sales included:
•
$11 million of acquired Bai Brands shipments to third party distributors since the Merger, which increased net sales by 1.00% ;
•
Favorable product, package and segment mix, which increased net sales by 1.00% ;
•
Higher net pricing, which increased net sales by 0.25% ;
•
Increase in shipments, which increased net sales by 0.25% ; and
•
Unfavorable foreign currency translation of $9 million , which decreased net sales by 0.50% .
Gross Profit . Gross profit increased $18 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . Gross margin was 59.8% for the three months ended March 31, 2017 compared to the gross margin of 59.5% for the three months ended March 31, 2016 . The primary drivers of the change in gross margin included:
•
Favorable comparison in our mark-to-market activity on commodity derivative contracts, which raised our gross margin by 1.1% ;

43


•
Lower commodity costs, led by packaging, which increased our gross margin by 0.2% ;
•
Ongoing productivity improvements, which increased our gross margin by 0.2% ;
•
Unfavorable product, package and segment mix, which decreased our gross margin by 0.6% ;
•
An increase in our other manufacturing costs, which reduced our gross margin by 0.5% ; and
•
Unfavorable foreign currency effects, which lowered our gross margin by 0.1% .
The favorable mark-to-market activity on commodity derivative contracts for the three months ended March 31, 2017 was $18 million in unrealized gains versus $3 million in unrealized gains in the year ago period.
The Bai Brands Merger had no incremental impact to the consolidated gross margin during the three months ended March 31, 2017 as a result of initial accounting adjustments.  
SG&A Expenses. SG&A expenses increased $75 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . The primary driver of the increase in SG&A expenses was the impact of the Bai Brands Merger, which includes the acquired operating costs, primarily marketing and people costs, as well as $19 million in transaction expenses. Other drivers of the increase include an $18 million unfavorable comparison in the mark-to-market activity on commodity derivative contracts, higher people costs, driven by inflationary increases and additional frontline labor investment, and a $9 million increase in planned marketing investments. These increases were partially offset by lower incentive compensation and the favorable comparison to the $4 million arbitration award related to our Mexican joint venture.
The unfavorable mark-to-market activity on commodity derivative contracts for the three months ended March 31, 2017 was $14 million in unrealized losses versus $4 million in unrealized gains in the year ago period.
Income from Operations. Income from operations decreased $28 million to $285 million for the three months ended March 31, 2017 due primarily to the increase in SG&A expenses, partially offset by the $28 million gain on the step-acquisition of Bai Brands and the increase in gross profit. Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for the gain on the step-acquisition of Bai Brands.
Interest Expense. Interest expense increased $7 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 due primarily to the higher average debt balance associated with the senior unsecured notes issued in the fourth quarter of 2016 to fund the Bai Brands Merger, partially offset by the impact of the partial redemption of the 6.82% senior notes due on May 1, 2018, which also occurred in the fourth quarter of 2016.
Effective Tax Rate. The effective tax rates for the three months ended March 31, 2017 and 2016 were 28.6% and 35.2% , respectively. For the three months ended March 31, 2017 , the provision for income taxes included an income tax benefit of $18 million due to the adoption of the new accounting standard for stock-based compensation. See Recently Adopted Provisions of U.S. GAAP within Note 1 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.

44


Results of Operations by Segment
The following tables set forth net sales and SOP for our segments for the three months ended March 31, 2017 and 2016 , as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP :
 
For the Three Months Ended
 
March 31,
(in millions)
2017
 
2016
Segment Results — Net sales
 
 
 
Beverage Concentrates
$
294

 
$
287

Packaged Beverages
1,118

 
1,097

Latin America Beverages
98

 
103

Net sales
$
1,510

 
$
1,487

 
 
 
 
 
For the Three Months Ended
 
March 31,
(in millions)
2017
 
2016
Segment Results — SOP
 
 
 
Beverage Concentrates
$
186

 
$
187

Packaged Beverages
141

 
175

Latin America Beverages
11

 
15

Total SOP
338

 
377

Unallocated corporate costs
81

 
64

Other operating income, net
(28
)
 
—

Income from operations
285

 
313

Interest expense, net
39

 
33

Other income, net
(2
)
 
(1
)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries
$
248

 
$
281

BEVERAGE CONCENTRATES
The following table details our Beverage Concentrates segment's net sales and SOP for the three months ended March 31, 2017 and 2016 :
 
For the Three Months Ended
 
 
 
 
 
March 31,
 
Dollar
 
Percent
(in millions)
2017
 
2016
 
Change
 
Change
Net sales
$
294

 
$
287

 
$
7

 
2
 %
SOP
186

 
187

 
(1
)
 
(1
)
Net Sales. Net sales in creased $7 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . The increase was due to higher pricing and a 2% increase in concentrate case sales, partially offset by higher discounts primarily due to timing.
SOP. SOP de creased $1 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 , primarily driven by higher SG&A expenses partially offset by an increase in net sales. The increase in SG&A expenses was primarily the result of a $7 million increase in planned marketing investments.

45


Volume (BCS) . Volume (BCS) had a 1% increase for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . Dr Pepper increased 1% compared to the year ago period driven by increases in our fountain business partially offset by declines in TEN. Schweppes and Canada Dry had gains of 7% and 5% , respectively, due to continued growth in the ginger ale and sparkling water categories. 7UP grew 1% compared to the year ago period. These increases were partially offset by a 1% decrease in A&W and a 3% decline in our other brands in total as a result of discontinuing the distribution of Country Time.
PACKAGED BEVERAGES
The following table details our Packaged Beverages segment's net sales and SOP for the three months ended March 31, 2017 and 2016 :
 
For the Three Months Ended
 
 
 
 
 
March 31,
 
Dollar
 
Percent
(in millions)
2017
 
2016
 
Change
 
Change
Net sales
$
1,118

 
$
1,097

 
$
21

 
2
 %
SOP
141

 
175

 
(34
)
 
(19
)
Volume. Branded CSD volumes were flat for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . Canada Dry increased 7% due to continued growth in the ginger ale and sparkling water categories and 7UP grew 1% . These increases were fully offset by a 3% decline in A&W compared to the prior period, while Dr Pepper decreased 1% due to declines in TEN. Our other CSD brands decreased 3% .
Branded NCB volumes were flat for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . Our growth allied brands gained 34% due primarily to distribution gains for BODYARMOR, Core and Fiji, and product innovation for BODYARMOR. Bai increased 80% driven by the acquired Bai Brands shipments to third party distributors since the Merger and continued growth in our existing distribution as a result of distribution gains and product innovation. Clamato increased 1% . These increases were fully offset as Snapple declined 7% due primarily to the timing of promotional activity. Mott's decreased 2% as declines in the juice category were partially offset by gains in our sauce products. Our other NCB brands were 7% lower compared to the prior period, led by Hawaiian Punch.
Contract manufacturing decreased 2% for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 .
Net Sales. Net sales increased $21 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . Net sales increased due to favorable product and package mix, as a result of our NCBs, including our allied brands, and $11 million in acquired Bai Brands shipments to third party distributors since the Merger. These increases were partially offset by lower organic sales volumes.
SOP. SOP decreased $34 million for the three months ended March 31, 2017 , compared with the three months ended March 31, 2016 as increases in SG&A expenses and cost of sales were partially offset by increases in net sales.
Cost of sales increased as a result of higher costs associated with product mix, as a result of our NCBs, including our allied brands, an increase in costs associated with the acquired Bai Brands shipments to third party distributors since the Merger and an increase in other manufacturing costs. These increases were partially offset by lower commodities, led by packaging, and lower costs due to lower organic sales volumes. As a result of the Bai Brands Merger, we incurred a $9 million initial profit in stock adjustment related to Bai Brands inventories that almost completely offset the incremental profit margin benefit we experienced in the first quarter as the brand owner.
SG&A expenses increased driven primarily by the Bai Brands Merger, which include the acquired operating costs, primarily marketing and people costs, as well as transaction expenses. Other drivers of the increase include higher people costs, driven by inflationary increases and additional frontline labor investment, and increased planned marketing investments.

46


LATIN AMERICA BEVERAGES
The following table details our Latin America Beverages segment's net sales and SOP for the three months ended March 31, 2017 and 2016 :
 
For the Three Months Ended
 
 
 
 
 
March 31,
 
Dollar
 
Percent
(in millions)
2017
 
2016
 
Change
 
Change
Net sales
$
98

 
$
103

 
$
(5
)
 
(5
)%
SOP
11

 
15

 
(4
)
 
(27
)
Volume. Sales volume in creased 3% for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . The in crease in sales volume was driven primarily by a 5% increase in Peñafiel as a result of product and package innovation, partially offset by competitive headwinds, and a 3% gain in our other brands. These increases were partially offset by a 1% decline in Clamato. Squirt was flat for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 .
Net Sales. Net sales de creased $5 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 . Net sales de creased as a result of unfavorable foreign currency translation of $11 million , partially offset by increased sales volume and higher pricing.
SOP. SOP de creased $4 million for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 , driven by a decrease in net sales and an increase in cost of sales, partially offset by a reduction in SG&A expenses. Cost of sales increased compared to the prior period as a result of higher costs associated with increased favorable product mix and sales volume, an increase in other manufacturing costs, which included higher utility rates, and higher commodity costs, led by packaging. These increases were partially offset by favorable foreign currency effects. SG&A expenses decreased compared to the prior period primarily driven by the favorable comparison to the $4 million arbitration award related to our Mexican joint venture and favorable foreign currency effects. These decreases were partially offset by higher people costs and increases in other operating costs. The impact of the favorable foreign currency effects, which decreased cost of sales and SG&A expenses, totaled $7 million .
CRITICAL ACCOUNTING ESTIMATES
The process of preparing our 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.
Business Combinations
We record acquisitions using the purchase method of accounting. All of the assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the purchase method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements may be exposed to potential impairment of the intangible assets and goodwill.
There have been no other changes to our critical accounting estimates, which are discussed in greater detail in our Annual Report.

47


LIQUIDITY AND CAPITAL RESOURCES
Trends and Uncertainties Affecting Liquidity
Customer and consumer demand for our products may be impacted by various risk factors discussed under "Risk Factors" in Part I, Item 1A, of our Annual Report, including recession or other economic downturn in the U.S. , Mexico and the Caribbean or Canada , which could result in a reduction in our sales volume. Similarly, disruptions in financial and credit markets may impact our ability to manage normal commercial relationships with our 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 the ability of our vendors to timely supply materials.
We believe that the following events, trends and uncertainties may also impact liquidity:
•
our continued repurchases of our outstanding common stock pursuant to our repurchase programs;
•
continued payment of dividends;
•
continued capital expenditures;
•
seasonality of our operating cash flows could impact short-term liquidity;
•
our ability to issue unsecured commercial paper notes (" Commercial Paper ") on a private placement basis up to a maximum aggregate amount outstanding at any time of $500 million ;
•
the integration of Bai Brands following completion of the Bai Brands Merger;
•
fluctuations in our tax obligations;
•
future equity investments in allied brands; and
•
future mergers or acquisitions of regional bottling companies, distributors and/or distribution rights to further extend our geographic coverage.
Financing Arrangements
The following descriptions represent our available financing arrangements as of March 31, 2017 . As of March 31, 2017 , we were in compliance with all covenant requirements fo r our senior unsecured notes, unsecured credit agreement and commercial paper program .
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 issuance. We issue Commercial Paper as needed for general corporate purposes. The program is supported by the Revolver (as defined below). As of March 31, 2017 and 2016 , we had no Commercial Paper outstanding. During the three months ended March 31, 2017 , we had weighted average Commercial Paper borrowings of $6 million with maturities of 90 days or less and a weighted average borrowing rate of 1.03% . There were no commercial paper borrowings during the three months ended March 31, 2016 .

48


Unsecured Credit Agreement  
In March 2017, the Company entered into a new five-year unsecured credit agreement (the " Credit Agreement "), which provides for a $500 million revolving line of credit (the " Revolver "). This Credit Agreement and Revolver fully replaced the Company's previous unsecured credit agreement and revolving line of credit, which was due to expire on September 25, 2017 and was terminated on March 16, 2017. There were no principal borrowings outstanding under the previous unsecured credit agreement upon termination.
Borrowings under the Revolver bear interest at a floating rate per annum based upon the alternate base rate ("ABR") or the Eurodollar rate, in each case plus an applicable margin which varies based upon the Company's debt ratings. Rates range from 0.000% to 0.300% for the ABR loans and from 0.805% to 1.300% for Eurodollar loans. The ABR is defined as the greater of (a) JPMorgan Chase Bank's prime rate, (b) the Federal Reserve Bank of New York ("NYFRB") rate plus 0.500% and (c) the Adjusted LIBOR for a one month interest period plus 1.00%. The NYFRB rate is the greater of (a) the federal funds effective rate or (b) the overnight bank funding rate. The Adjusted LIBOR is the London interbank offered rate for dollars, adjusted for a statutory reserve rate set by the Board of Governors of the Federal Reserve System of the United States of America.
Additionally, the Revolver is available for the issuance of letters of credit, not to exceed $75 million . Letters of credit will reduce, on a dollar for dollar basis, the amount available under the Revolver.
Refer to Note 6 of the Notes to our Unaudited Condensed Consolidated Financial Statements for discussion of amounts utilized and available under the Revolver .
The Credit Agreement further provides that we may request at any time, subject to the satisfaction of certain conditions, that the aggregate commitments under the facility be increased by a total amount not to exceed $250 million .

The  Credit Agreement 's representations, warranties, covenants and events of default are generally customary for investment grade credit and include a financial covenant that requires the Company to maintain a ratio as provided therein of Consolidated Total Debt to Consolidated EBITDA of no more than  3.50  to  1.00 , tested quarterly. During the twelve month period following a Material Acquisition thereunder, the ratio may increase to no more than 4.00 to 1.00 . Upon the occurrence of an event of default, among other things, amounts outstanding may be accelerated and the commitments may be terminated. The Company's obligations are guaranteed by certain of the Company's direct and indirect domestic subsidiaries. The Credit Agreement has a maturity date of March 16, 2022; however, with the consent of lenders holding more than 50% of the total commitments thereunder and subject to the satisfaction of certain conditions, the Company may extend the maturity date for up to two additional one-year terms.
A facility fee is payable quarterly to the lenders on the unused portion of the commitments available under the Revolver equal to 0.07% to 0.20% per annum, depending upon our credit ratings.
Letters of Credit Facilities
We currently have letters of credit facilities available in addition to the portion of the Revolver reserved for issuance of letters of credit. Under these incremental letters of credit facilities, $120 million is available for the issuance of letters of credit, $60 million of which was utilized as of March 31, 2017 and $60 million of which remains available for use.
Shelf Registration Statement
On August 10, 2016, the Company's Board of Directors ("the Board") authorized the Company to issue up to $2,000 million of securities from time to time. Subsequently, the Company filed a "well-known seasoned issuer" shelf registration statement (the "Shelf") with the SEC, effective September 2, 2016, which registered an indeterminate amount of securities for future sales. On September 16, 2016, the Company issued $400 million of 2026 Notes under the Shelf, leaving $1,600 million of securities authorized for issuance under the Shelf. On November 16, 2016, the Board replenished the authorized aggregate amount of securities available to be issued by an additional $400 million , which raised the full authorized amount to $2,000 million . On December 14, 2016, the Company issued an aggregate of $1,550 million of 2021, 2023, 2027 and 2046 Notes. As of March 31, 2017 , $450 million remained authorized to be issued under the Shelf.

49


Debt Ratings
As of March 31, 2017 , our credit ratings were as follows:
Rating Agency
Long-Term Debt Rating
Commercial Paper Rating
Outlook
Date of Last Change
Moody's
Baa1
P-2
Stable
May 18, 2011
S&P
BBB+
A-2
Stable
November 13, 2013

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 primarily fund our liquidity needs from cash flow from operations and cash on hand. We will use amounts available to us as discussed in " Financing Arrangements, " as seasonality of our operating cash flows impact short-term liquidity, our senior unsecured notes mature, or as other events may occur as described in " Acquisitions and Investments. "
Capital Expenditures
Capital expenditures were $16 million for the three months ended March 31, 2017 . Capital expenditures were primarily related to machinery and equipment, IT investments and expansion and replacement of existing cold drink equipment. In 2017 , we expect to incur annual capital expenditures, net of proceeds from disposals, in an amount approximately 3% of our net sales, which we expect to fund through cash provided by operating activities.
Acquisitions and Investments
We may make future equity investments in allied brands and/or acquisitions of regional bottling companies, distributors and/or distribution rights to further extend our geographic coverage. Any acquisitions may require additional funding for future capital expenditures and possibly 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 three months ended March 31, 2017 and 2016 :
 
For the Three Months Ended
 
March 31,
(in millions)
2017
 
2016
Net cash provided by operating activities
$
97

 
$
197

Net cash used in investing activities
(1,569
)
 
(40
)
Net cash used in financing activities
(142
)
 
(795
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
Net cash provided by operating activities de creased $100 million for the three months ended March 31, 2017 , as compared to the three months ended March 31, 2016 , primarily due to unfavorable working capital comparisons to the prior period.
NET CASH USED IN INVESTING ACTIVITIES
Cash used in investing activities for the three months ended March 31, 2017 consisted primarily of cash paid in connection with our Bai Brands Merger of $1,548 million and purchases of property, plant and equipment of $16 million .
Cash used in investing activities for the three months ended March 31, 2016 consisted primarily of purchases of property, plant and equipment of $27 million and an additional investment in BA Sports Nutrition, LLC of $6 million .

50


NET CASH USED IN FINANCING ACTIVITIES
Cash used in financing activities for the three months ended March 31, 2017 consisted primarily of dividend payments of $97 million and stock repurchases of $28 million .
Net cash used in financing activities for the three months ended March 31, 2016 consisted primarily of the repayment of the aggregate principal amount of the 2016 Notes of $500 million , stock repurchases of  $179 million and dividend payments of  $90 million .
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
Cash, cash equivalents, restricted cash and restricted cash equivalents de creased $1,611 million since December 31, 2016 to $176 million as of March 31, 2017 primarily driven by the funding of the Bai Brands Merger, returns to our stockholders, and capital expenditures, partially offset by operating cash flows.
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 generated by our foreign operations is generally repatriated to the U.S. periodically as working capital funding requirements in those jurisdictions allow. Foreign cash balances were $50 million and $51 million as of March 31, 2017 and December 31, 2016 , respectively. We accrue tax costs for repatriation, as applicable, as cash is generated in those foreign jurisdictions.
Total Shareholder Distributions
TOTALSHAREHOLDERRETURNSQ117.JPG
Our Board declared dividends aggregating $0.58 and $0.53 per share on outstanding common stock during the three months ended March 31, 2017 and 2016, respectively, and we continued common stock repurchases based upon authorizations from our Board. Refer to Part II, Item 2 of this Quarterly Report on Form 10-Q for additional information regarding these repurchases.
The following chart details these payments during the three months ended March 31, 2017 and 2016.

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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 March 31, 2017 , that have significantly changed from the amounts disclosed in our Annual Report:
 
Payments Due in Year
 (in millions)
Total
 
2017
 
2018
 
2019
 
2020
 
2021
 
After 2021
Bai Brands Merger consideration (1)
103

 
6

 
87

 
—

 
10

 
—

 
—

Purchase obligations (2)
1,139

 
616

 
220

 
140

 
90

 
31

 
42

Total
$
1,242

 
$
622

 
$
307

 
$
140

 
$
100

 
$
31

 
$
42

____________________________
(1)
Amounts represent the holdback liability to the former shareholders of Bai Brands, which is held in escrow. Please refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
(2)
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 March 31, 2017 , there have been no other material changes to the amounts disclosed in our Annual Report.
OFF-BALANCE SHEET ARRANGEMENTS
There have been no material changes in off-balance sheet arrangements from those disclosed in our Annual Report.
EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 of the Notes to our Unaudited Condensed Consolidated Financial Statements for a discussion of recently issued accounting standards and recently adopted provisions of U.S. GAAP .

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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. From time to time, we may enter into derivatives or other financial instruments to hedge or mitigate commercial risks. We do not enter into derivative instruments for speculation, investing or trading.
Foreign Exchange Risk
The majority of our net sales, expenses and capital purchases are transacted in U.S. dollars. However, we have 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 March 31, 2017 , the impact to our income from operations of a 10% change (up or down) in exchange rates is estimated to be an increase or decrease of approximately $22 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. As of March 31, 2017 , we had derivative contracts outstanding with a notional value of $69 million maturing at various dates through December 15, 2017 .
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. As of March 31, 2017 , the carrying value of our fixed-rate debt, excluding capital lease obligations, was $4,320 million , $1,120 million of which is designated in fair value hedging relationships and exposed to variability in interest rates.
The following table is an estimate of the impact to the interest rate swaps that could result from hypothetical interest rate changes during the term of the financial instruments, based on debt levels as of March 31, 2017 :
Sensitivity Analysis
Hypothetical Change in Interest Rates
 
Annual Impact to Interest Expense
 
Change in Fair Value (2)
1-percent decrease (1)
 
$11 million decrease
 
$78 million increase
1-percent increase
 
$11 million increase
 
$71 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 7 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information. As we would not expect LIBOR to fall below zero, we calculated the hypothetical change in the interest rate to zero.
(2) See Notes 4 and 8 of the Notes to our Unaudited Condensed Consolidated Financial Statements for quantification of those derivative positions.
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, aluminum, diesel fuel, corn (for high fructose corn syrup), apple juice concentrate, apples, sucrose and natural gas (for use in processing and packaging).
We utilize commodities forward and future 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 March 31, 2017 was a net asset of $26 million .
As of March 31, 2017 , the impact of a 10% change (up or down) in market prices for these commodities where the risk of adverse movements has not been hedged is estimated to have $4 million impact to our income from operations for the remainder of 2017 .

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ITEM 4. Controls and Procedures
Based on evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act ) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of March 31, 2017 , 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 SEC '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 are accumulated and communicated to our management, including our 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 ended March 31, 2017 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
We are occasionally subject to litigation or other legal proceedings relating to our business. See Note 15 of the Notes to our Unaudited Condensed Consolidated Financial Statements for more information related to commitments and contingencies, which is incorporated herein by reference.
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.
ITEM 2 . Unregistered Sales of Equity Securities and Use of Proceeds
We repurchased approximately 0.3 million shares of our common stock, valued at approximately $28 million , in the first quarter of 2017 . Our share repurchase activity, on a monthly basis, for the quarter ended March 31, 2017 was as follows:
(in thousands, except per share data)
 
Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Dollar Value of Shares that May Yet be Purchased Under Publicly Announced Plans or Programs (1)
Period
 
 
 
 
January 1, 2017 – January 31, 2017
 
26

 
$
89.78

 
26

 
$
1,129,654

February 1, 2017 – February 28, 2017
 
123

 
93.66

 
123

 
1,118,090

March 1, 2017 – March 31, 2017
 
150

 
94.02

 
150

 
1,103,987

For the quarter ended March 31, 2017
 
299

 
93.51

 
299

 
 
____________________________
(1)
As previously disclosed, the Board has authorized us to repurchase an aggregate amount of up to $5 billion of our outstanding common stock in prior years. This column discloses the dollar value of shares available to be repurchased pursuant to these programs during the indicated time periods. As of March 31, 2017 , there was a remaining balance of approximately $1,104 million authorized for repurchase that had not been utilized.


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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).
2.2
Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (filed on November 23, 2016) and incorporated herein by reference).
2.3
Amendment No. 1, dated as of January 31, 2017, to the Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K (filed on January 31, 2017) and incorporated herein by reference).
3.1
Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
3.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference).
3.3
Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference.
3.4
Amended and Restated By-Laws of Dr Pepper Snapple Group, Inc. effective as of January 25, 2016 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (filed January 25, 2016) and incorporated herein by reference).
4.1
Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as 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
Fourth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantors under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference).
4.11
Indenture, dated as of 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).
4.12
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).

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4.13
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).
4.14
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).
4.15
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).
4.16
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).
4.17
Fourth Supplemental Indenture, dated as of November 20, 2012, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
4.18
2.00% Senior Note due 2020 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
4.19
2.70% Senior Note due 2022 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
4.20
Fifth Supplemental Indenture, dated as of November 9, 2015, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
4.21
3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
4.22
4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
4.23
Sixth Supplemental Indenture, dated as of September 16, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
4.24
2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
4.25
Seventh Supplemental Indenture, dated as of December 14, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.26
2.53% Senior Note due 2021 (in global form), dated December 14, 2016, in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.27
3.13% Senior Note due 2023 (in global form), dated December 14, 2016, in the principal amount of $500,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.28
3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.29
4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.30
Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference).
10.1*
Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and James L. Baldwin.

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10.2
Assumption Agreement, dated January 31, 2017 by Bai Brands, LLC and 184 Innovations, Inc. (filed as Exhibit 10.1 to the Company's Current Report on Form 8–K (filed on February 2, 2017) and incorporated herein by reference).
10.3
Credit Agreement, dated as of March 16, 2017, among the Company, the lenders and issuing banks party thereto; JPMorgan Chase Bank, N.A., as administrative agent; and the syndication agents, documentation agents, joint lead arrangers and joint borrowers, as identified in the Credit Agreement (filed as Exhibit 10.1 to the Company's Current Report on Form 8–K (filed on March 17, 2017) 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 March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three months ended March 31, 2017 and 2016, (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2017 and 2016, (iii) Condensed Consolidated Balance Sheets as of March 31, 2017 and December 31, 2016, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity for the three months ended March 31, 2017, and (vi) 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: April 26, 2017
 
 
 
 


59

AGREEMENT
This AGREEMENT (the "Agreement") is made and entered into as of the 15th day of October, 2007, by and between CBI Holdings Inc. and James L. Baldwin ("Executive").
WITNESSETH:
WHEREAS, Executive is employed as an officer of CBI Holdings Inc. or its subsidiaries (collectively "CBI") and is devoting Executive's ability, time, effort and energy to the affairs of CBI; and
WHEREAS, CBI considers the continuance of a sound and vital management to be essential to protecting and enhancing the best interests of CBI and its shareholders; and
WHEREAS, CBI desires to assure itself of retaining the services of Executive and to reward Executive for Executive's valuable, dedicated service to CBI;
WHEREAS, CBI and Executive are parties to an employment agreement dated as of
May 8, 2007, (the "Prior Agreement"); and
WHEREAS, the parties desire to amend and restate the Prior Agreement, generally effective as of October 15, 2007.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto covenant and agree as follows:
1. DEFINITIONS .
The following terms, as used herein, have the following meaning:    
(a)      AIP . "AIP" shall mean the annual incentive plan in which Executive is entitled to participate, as such plan is in effect from time to time. References herein to Executive's "Target AIP" shall mean Executive's target annual bonus opportunity at such time; provided, however, that if at such time Executive's target annual bonus opportunity

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1

under the AIP has not yet been set for the then current year, the target annual bonus opportunity in effect for Executive under the AIP for the immediately preceding year shall be used as the Executive's target annual bonus opportunity. If Executive has been promoted to a band in CBI's salary structure having a minimum higher target annual bonus opportunity under the AIP, but has not yet had his/her target annual bonus opportunity increased to the minimum target annual bonus opportunity applying to others at that band, such increased target annual bonus opportunity nonetheless shall be used to calculate the Executive's Target AIP hereunder.
(b)      Cause . Termination for "Cause" shall mean termination by CBI of Executive's employment for Executive's:
(i)      willful failure to substantially perform Executive's duties with CBI;
(ii)      breach of Executive's duty of loyalty toward CBI;
(iii)      commission of an act of dishonesty toward CBI, theft of CBI's corporate property, or usurpation of CBI's corporate opportunities;
(iv)      unethical business conduct including any violation of law connected with Executive's employment at CBI; or
(v)      conviction of any felony involving dishonest or immoral conduct.
For purposes of this Section 1(b), an act or failure to act by Executive shall be considered "willful" only if Executive's conduct was not in good faith and Executive lacked a reasonable belief that Executive's act or omission was in the best interests of CBI.



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(c)      Code . "Code" shall mean the United States Internal Revenue Code of 1986, as amended.
(d)      Competitor . For purposes of this Agreement, "Competitor" means an individual, partnership, firm, corporation or other business organization or entity that materially competes with a significant business owned or operated by CBI, its parent companies, or affiliates as of the Date of Termination, the names of which shall be made available to Executive at the time of Executive’s separation from the CBI and upon reasonable request. As of the date of this Agreement, the definition of a Competitor includes, but is not limited to, the following businesses: The Coca-Cola Company, PepsiCo, Inc., Nestlé S.A., Kraft Foods Inc., Hershey Foods Corporation, Ferrero SpA, Mars, Incorporated, Groupe Danone S.A., and Wm. Wrigley Jr. Company. The list of companies set out above or provided to Executive shall be deemed to include all direct and indirect subsidiaries and divisions of these companies.
(e)      Date of Termination . "Date of Termination" shall mean the date Executive's employment with CBI is terminated.
(f)      Disability or Disabled . "Disability" or "Disabled" shall mean Executive's inability, because of incapacity due to physical or mental illness or injury and notwithstanding reasonable accommodation, to perform the essential functions of Executive's position with CBI on a full‑time basis for at least six consecutive months.
(g)      Equity Incentive Plans . "Equity Incentive Plans" shall mean any stock option, stock purchase or other stock incentive plan maintained by CBI Holdings Inc. or any parent or affiliated company.

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3

(h)      Good Reason . Termination for "Good Reason" shall mean a termination by Executive of Executive's employment with CBI for any of the following reasons:
(i)      CBI's failure to perform any of its material obligations under this Agreement;
(ii)      unless otherwise agreed or waived, notice of a proposed relocation by CBI of Executive's principal place of employment to a site outside a fifty (50) mile radius of the current site of Executive's principal place of employment; or
(iii)      the failure by a successor in interest to CBI to expressly assume CBI's obligations under this Agreement.
A termination by Executive for Good Reason may not occur unless the Executive has given notice to CBI within 90 days of Executive's knowledge of the initial existence of a condition described in clauses (i) through (iii) above, and CBI shall have a period of at least thirty (30) days (the "Correction Period") during which it may remedy the condition. If CBI remedies the condition within the Correction Period, Executive may not terminate for that Good Reason event.
A termination for "Good Reason" may occur only within thirty (30) days following the expiration of the Correction Period.
(i)      Notice of Termination . "Notice of Termination" shall mean a notice that (i) indicates the specific termination provisions in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provisions so indicated, and (iii) is given in conformity with the provisions of Section 12 of this Agreement.

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(j)      Qualified Pension Plan . "Qualified Pension Plan" shall mean each pension plan adopted by CBI Holdings Inc., as such plan may be in effect from time to time, in which Executive is eligible to participate and which is intended to be qualified under Section 401(a) of the Code.
(k)      Nonqualified Pension Plan . "Nonqualified Pension Plan" shall mean each pension plan adopted by CBI Holdings Inc., as such plan may be in effect from time to time, in which Executive is eligible to participate, but only to the extent such plan is designed to provide benefits which would otherwise be provided in the Qualified Pension Plan but for the limitations of the Code.
(l)      Pension Plans . "Pension Plans" shall mean, collectively, the Qualified Pension Plans and the Nonqualified Pension Plans.
(m)      Without Cause . Termination "Without Cause" shall mean a termination by CBI of Executive's employment for any reason other than death, Disability, or Cause.
2.      TERM .
The term of this Agreement shall commence on the date first set forth above , and shall continue thereafter for a period of ten (10) years, at which time it shall expire unless sooner terminated in accordance with the provisions of this Agreement or by mutual written agreement of the parties on such terms and conditions as such written agreement may specify.
3.      POSITION AND DUTIES .
(a)      Executive shall serve in such executive capacity as CBI may determine from time to time and with such authority, duties and responsibilities as are commensurate with such position and as are typically performed by executives holding such position in business organizations of a size and nature similar to that of CBI, and

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shall perform such other services for CBI and its affiliated companies as may be assigned to Executive from time to time by the Board of Directors of CBI and as are consistent with the position of an executive officer.
(b)      Executive shall devote substantially all of Executive's business time and attention to the business and affairs of CBI and shall perform the duties set forth herein faithfully and diligently and to the best of Executive's ability, experience and talents, acting solely in the best interest of CBI and subject to the lawful direction of the Board of Directors of CBI. Executive agrees to abide by all Bylaws, policies, practices, procedures and rules of CBI. During the term of this Agreement, Executive agrees not to be employed by or perform services for any other person, business or organization without the prior written consent of the Board of Directors of CBI; provided, however, (1) that nothing in this Section 3(b) shall prevent Executive from devoting a reasonable amount of time to charitable, municipal or public service work or service on the boards of directors of other companies so long as such work and service does not interfere with Executive's employment pursuant to this Agreement or otherwise violate any term or provision of this Agreement and (2) that service on the board of directors of another company requires approval in writing in advance from the Chairman and Chief Executive Officer of Cadbury Schweppes plc or its successor.
4.      COMPENSATION .
As full compensation to Executive for the performance of the services hereunder and for Executive's acceptance of the responsibilities described herein, CBI agrees to pay Executive and Executive agrees to accept the following salary and other benefits during the term of this Agreement and any extension hereof.

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(a)      Base Salary . CBI shall pay Executive a base salary at an annualized rate equal to Executive's current base salary as of the date hereof or at such higher rate as the Compensation Committee or Board of Directors of CBI may from time to time determine at their sole discretion, payable in accordance with the standard payroll practices of CBI. The base salary shall be subject to all applicable withholding and other taxes that Executive is obligated to pay or that CBI may be required by law to withhold from time to time.
(b)      Compensation and Benefit Programs . Executive shall be entitled to participate in all employee compensation and benefit plans, programs and practices of CBI or CBI's parents or affiliates now or hereafter made generally available to CBI's senior executives, as such programs may be in effect from time to time, including incentive compensation, equity compensation, health, welfare and retirement arrangements.
(c)      Expenses . Executive shall be entitled to receive proper reimbursement by CBI for all reasonable, out-of-pocket expenses incurred by Executive (in accordance with the policies and procedures established by CBI for its senior executives) in performing services under this Agreement, provided Executive submits reasonable documentation for such expenses.
5.      TERMINATION .
Subject to the provisions of Section 6, employment pursuant to the terms of this Agreement shall terminate upon the occurrence of any of the following events:
(a)      expiration of term;
(b)      written Notice of Termination by CBI;



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(c)      written Notice of Termination by Executive;
(d)      Executive's death;
(e)      Executive's Disability.
6.      COMPENSATION UPON TERMINATION OF EMPLOYMENT .
The following will apply upon termination of employment pursuant to the terms of this Agreement.
(a)      Termination Upon Expiration of Term . In the event this Agreement
expires at the end of the term hereof in accordance with Section 2 and Executive's employment is terminated by CBI on or after such expiration and termination, Executive shall be entitled to receive the base salary, benefits and AIP owing to Executive as of the Date of Termination, in accordance with the applicable terms and provisions of the employee benefit plans, the AIP and CBI's policies and practices. Executive's rights under Equity Incentive Plans and any other similar plans in which Executive is a participant shall be governed by the terms and conditions of the Equity Incentive Plans and such other plans (respectively), copies of which have been or will be made available to Executive. CBI shall have no further obligations to Executive under this Agreement.
(b)      Termination for Cause or Not for Good Reason . If during the term of this Agreement, Executive's employment is terminated for Cause or if Executive effects termination other than for Good Reason, CBI shall pay Executive his or her full salary through the effective date of such termination at the rate in effect on the date CBI or Executive, as the case may be, notifies the other party of such termination, and CBI shall have no further obligations to Executive under this Agreement. In the event of such

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termination, Executive shall not be entitled to receive any payment under the AIP for the year in which Executive's Date of Termination occurs or any later year.
(c)      Termination Without Cause or for Good Reason . If CBI shall terminate Executive's employment Without Cause during the term of this Agreement, or if Executive shall terminate Executive's employment for Good Reason during the term of this Agreement, then Executive shall be entitled to receive the base salary, benefits and AIP owing to Executive as of the Date of Termination, in accordance with the applicable terms and provisions of the employee benefit plans in which Executive is a Participant, the AIP and CBI's policies and practices. CBI shall have no further obligations to Executive under this Agreement; provided, however, that, subject to the satisfaction of the conditions in Sections 6(f) and 6(g) hereof, and provided that Executive complies with the covenants of non-disclosure, non-solicitation and non-competition contained in Sections 14 and 15 of this Agreement, Executive shall be entitled to the payments and benefits specified in this Section 6(c). In the event of a breach by Executive of any of his obligations pursuant to Sections 14 or 15, CBI's payment obligations pursuant to this Section 6(c) shall cease immediately as of the date of such breach, and CBI shall have no further obligations to Executive under this Agreement.
(i)      Salary . CBI shall pay to Executive an amount equal to nine (9) months of Executive's annual base salary. Such amount shall be paid in a lump sum within thirty (30) days of the Date of Termination.
(ii)      AIP . CBI shall pay to Executive an amount equal to three-quarters (3/4) of Executive's Target AIP award, as defined in Section 1(a). Such amount shall be paid in a lump sum within thirty (30) days of the Date of Termination.

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CBI shall also pay to Executive his pro rata portion of his actual AIP award under the AIP for the year in which the Date of Termination occurs. Such payment shall be calculated in accordance with the AIP. Such pro rata amount shall be paid to Executive by CBI in a lump sum within two and one-half months following the end of the year in which the Date of Termination shall have occurred. The payments under this Section 6(c)(ii) shall be made in lieu of any and all payments otherwise due under the AIP for the year in which Executive's Date of Termination occurs or any later year. In addition to the foregoing, CBI shall pay Executive any accrued award Executive may have earned under the AIP for any CBI fiscal year prior to the Date of Termination which has not been paid.
(iii)      Continuation Payments . Subject to offset as provided in the last sentence of this Section 6(c)(iii), CBI shall pay Executive an amount equal to the aggregate of nine (9) months of Executive's annual base salary plus three-quarters (3/4) of Executive's Target AIP, as defined in Section 1(a), in effect on the Date of Termination. Such amount will be paid ratably by CBI to Executive within the regular payroll cycles during the nine (9) month period following the Date of Termination, unless such amount exceeds an amount ("Unrestricted Amount") equal to two times the lesser of (A) the Executive's annual compensation based on the annual rate of pay from CBI for the calendar year preceding the calendar year of the Date of Termination (adjusted for any increase in such annual rate of pay during the calendar year of the Date of Termination that was expected to continue indefinitely if the Executive had not terminated employment) and (B) the maximum amount that can be taken into account under a qualified plan pursuant

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to Section 401(a)(17) of the Code. If the amount exceeds the Unrestricted Amount, then no more than the Unrestricted Amount may be paid in the six months following the Executive's Date of Termination and the monthly pro rata payments shall be reduced to comply with this limitation. If the monthly payments are reduced to comply with such limitation, any amount not paid in the initial six months following the Date of Termination shall be paid in a lump sum six months and two days after the Date of Termination and thereafter the ratable payments shall continue through the remainder of the nine (9) month period following the Date of Termination. If Executive secures full time employment within such nine (9) month period, then commencing on the date of such new employment, the payments under this Section 6(c)(iii) shall be offset by the base salary Executive earns from such new employer and the target annual bonus or other cash bonus established for Executive by such new employer, in each case pro‑rated to reflect the amount of such new base salary and bonus which is allocable to the remainder of such nine (9) month period, calculated by multiplying such award by a fraction, the numerator of which is the number of weeks commencing on the date of new employment through the end of such nine (9) month period, and the denominator of which is 52.
(iv)      Benefit Plans . CBI shall continue Executive's participation in the medical, dental and vision plans of CBI (or shall provide equivalent benefits) for a period of nine (9) months following the Date of Termination at the same rates as an active employee or, if earlier, the commencement of equivalent benefits by Executive's new employer; provided that if Executive shall die before the

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expiration of the period during which CBI would be required to continue Executive's participation in such plans, the participation of Executive's surviving spouse and family in such plans shall continue throughout such period at the same rates as an active employee to Executive's surviving spouse and family. Executive's participation in CBI's life and disability plans and Executive's travel accident insurance under CBI's group plan shall terminate on the Date of Termination. Following termination of coverage under any CBI benefit plan, Executive may continue coverage at Executive's own expense if permitted by the terms of the applicable plan. At Executive's option, Executive may continue medical coverage under COBRA at Executive's own expense for the maximum period provided by COBRA, calculated from the Date of Termination, unless otherwise provided by law. Within sixty (60) days of the Date of Termination, Executive may, at Executive's option, surrender Executive's CBI company car or purchase such vehicle at a price equal to the greater of (i) 100% of its wholesale value, or (ii) the remaining lease payments; provided, that the price shall, in no event, be less than fair market value as of the Date of Termination of the company car as determined in good faith by CBI. Executive's participation in CBI's Employee Services Allowance ("ESA") shall end on the Date of Termination, and no ESA payments regularly scheduled to be paid after the Date of Termination shall be paid to Executive.
(v)      Qualified Pension Plan . CBI shall pay Executive, in a lump sum within sixty (60) days of the Date of Termination, an amount equal to the difference, if any, between the present value of Executive's accrued benefit,

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whether or not vested, as of the Date of Termination under the Qualified Pension Plan, and the present value of the vested portion of such accrued benefit, with such difference to be calculated, to the extent relevant, using the actuarial assumptions and interest rates specified in the Qualified Pension Plan. The vested portion of such accrued benefit, if any, shall be paid in accordance with the provisions of the Qualified Pension Plan.
(vi)      Nonqualified Pension Plan . CBI shall pay Executive an amount equal to the lump sum which would have been payable under the Nonqualified Pension Plan had Executive (A) been completely vested in Executive's full accrued benefit under the Nonqualified Pension Plan, (B) been eligible for normal retirement under the Nonqualified Pension Plan, and (C) retired as of the Date of Termination. Such benefit shall be calculated, to the extent relevant, using the actuarial assumptions specified in the Nonqualified Pension Plan. The payment under this Section 6(c)(vi) shall be paid within six months and two days of the Date of Termination, and shall be made in lieu of any and all payments otherwise due under the Nonqualified Pension Plan.
(vii)      Outplacement and Job Search Expenses . CBI will, at its expense, make available to Executive the services of an outplacement firm designated by CBI. In addition, CBI will reimburse Executive for reasonable out-of-pocket job search expenses incurred by Executive for a period of up to nine (9) months following the Date of Termination, provided that such expenses shall not exceed $300 per month and shall be properly documented.

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(viii)      Equity Incentive Plan; Other Benefit Plans . Executive's right to exercise options under the Equity Incentive Plans, and right to receive benefits under any other similar plans (if any) in which Executive is a participant shall be governed by the terms and conditions of the Equity Incentive Plans and such other plans (if any), copies of which have been made available to Executive.
(d)      Termination Due to Death . The employment of Executive under this
Agreement shall terminate upon Executive's death. In the event of the death of Executive during the term of his employment hereunder, CBI shall have no further obligations to Executive under this Agreement, except that the estate or any other legal representative of Executive shall be entitled to receive the following:
(i)      Base Salary . CBI shall pay to Executive's estate or other legal representatives the base salary as provided in Section 4(a) above, at the rate in effect at the time of Executive's death through the end of the month in which Executive dies.
(ii)      AIP . CBI shall pay to Executive's estate or other legal representative the pro‑rata portion of Executive's Target AIP award under the AIP for the year in which Executive's death occurs. Such payment shall be calculated by multiplying such Target AIP award by a fraction, the numerator of which is the number of weeks in the applicable year which precedes the date of death and the denominator of which is 52. Such amount shall be paid by CBI in a lump sum within thirty (30) days of the date of death. The payments under this Section 6(d)(ii) shall be made in lieu of any and all payments otherwise due under the AIP for the year in which Executive's death occurs.

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(iii)      Equity Incentive Plans; Other Benefit Plans . Executive's right to exercise options under the Equity Incentive Plans, and right to receive benefits under any other similar plans (if any) in which Executive is a participant shall be governed by the terms and conditions of the Equity Incentive Plans and such other plans (if any), copies of which have been made available to Executive.
(iv)      Other Benefits . CBI shall pay to Executive's estate or other legal representative all of the amounts and shall provide all benefits generally available under the employee benefit plans, and the policies and practices of CBI, determined in accordance with the applicable terms and provisions of such plans, policies and practices.
(e)      Termination Due to Disability . The employment of Executive under this Agreement shall be terminated on the date that Executive becomes Disabled, as determined by the written opinion of the licensed physician regularly attending Executive. If CBI disagrees with this opinion, CBI may, at its own expense, engage a second physician to examine Executive. If Executive's physician and CBI's physician agree in writing that Executive is or is not Disabled, their written opinion shall, except as otherwise set forth in this paragraph 6(e), be conclusive as to Executive's Disability. If the physicians disagree as to Executive's Disability, they shall select a third physician to make the determination, whose written opinion shall be conclusive and binding on the issue of Disability. The date of any written opinion conclusively finding Executive to be Disabled shall be the effective date of Disability for purposes of this paragraph 6(e). In the event of termination due to Disability, CBI shall have no further obligations to


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Executive under this Agreement, except that Executive shall be entitled to receive the following:
(i)      Base Salary . CBI shall pay Executive the base salary as provided in Section 4(a) above at the rate in effect at the time Executive becomes Disabled through the end of the month in which Executive's employment terminates due to Disability.
(ii)      AIP . CBI shall pay Executive the pro‑rata portion of Executive's Target AIP award under the AIP for the year in which Executive's Disability occurs, computed as in Section 6(d)(ii) above but substituting Disability for death. The payments under this Section 6(e)(ii) shall be made in lieu of any and all payments otherwise due under the AIP for the year in which Executive's Disability occurs.
(iii)      Equity Incentive Plans . Executive's right to exercise options under the Equity Incentive Plans shall be governed by the terms and conditions of the Equity Incentive Plans, copies of which have been made available to Executive.
(iv)      Other Benefits . CBI shall pay to Executive the amounts and shall provide all benefits generally available to similarly situated executives under the employee benefit plans, and the policies and practices of CBI, determined in accordance with the applicable terms and provisions of such plans, policies and practices.
(f)      Mitigation . Executive agrees to use reasonable efforts to secure other employment but shall not otherwise be required to mitigate the amount of any payment provided for in this Section 6; provided, however, that in the event Executive secures

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other employment, any continuation payments otherwise due Executive shall be subject to offset as provided in Section 6(c)(iii) above.
(g)      Release of Claims . Any other provisions of this Agreement notwithstanding, Executive shall not be entitled to any compensation under Section 6(c)(i) through 6(c)(vii) hereof following termination of employment unless and until Executive shall have executed a release of all of Executive's rights and claims (other than to compensation or other matters to which Executive is entitled under this Agreement following termination of employment) against CBI, its officers, directors, agents, servants, and employees, and their respective successors, assigns, insurers, parent companies, subsidiaries, and affiliates with respect to all matters relating to CBI or its parent companies, subsidiaries, or affiliates existing at the time of Executive's execution of the release, and such release has become binding upon and irrevocable by the Executive. The release shall be in substantially the form of Exhibit A hereto, or such variation thereof as CBI reasonably determines to be necessary to comply with then applicable law or otherwise appropriate to secure a release of all the aforesaid rights and claims of Executive. If a release satisfactory to CBI has not become binding and irrevocable within sixty (60) days after the Date of Termination, the conditions of this Section 6(g) shall not be satisfied, the Executive shall not have any right to the compensation provided under Section 6(c)(i)-(vii), each of which is additional compensation to which the Executive would otherwise not be entitled, and CBI shall have no further obligations to Executive under this Agreement.


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(h)      In the event that CBI subsequently determines that termination for Cause was warranted, CBI may cease payments and benefits hereunder and the Executive is required to repay to CBI each of the payments and benefits set forth in Section(c)(i)-(vii).
7.      FURTHER BENEFITS .
Upon termination of the employment of Executive, Executive shall accrue no further benefits under the Pension Plans and shall make no further contributions to any Pension Plan or other benefit plan permitting employee contributions.    
8.      RIGHT TO TERMINATE; SOURCE OF PAYMENTS .
(a)      Right to Terminate by CBI . CBI may terminate Executive's employment at any time upon written notice to Executive subject to Executive's right to receive the payments and benefits specified in this Agreement.
(b)      Right to Terminate by Executive . Executive may terminate his or her
employment with CBI at any time for Good Reason or otherwise upon written notice to CBI, subject to Executive's right to receive the payments and benefits specified in this Agreement.
(c)      Source of Payments . All payments provided for in this Agreement shall be paid in cash from the general funds of CBI or from any special or separate trust or fund to be established in connection herewith. To the extent that any person acquires a right to receive payments from CBI hereunder, whether or not any funds are segregated by CBI for such purpose, such right shall be no greater than the right of an unsecured creditor of CBI.

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9.      AMENDMENTS; WAIVER .
This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. The waiver by either party of compliance with the provisions of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such party. Notwithstanding the foregoing, CBI may amend this Agreement to the extent it determines in good faith that an amendment is necessary to comply with the requirements of Section 409A of the Code, provided that such amendment preserves, as near as possible, the economic benefits of the Agreement to both parties. The provisions of Sections 14, 15, 16, 17 and 21 shall survive termination of this Agreement.
10.      BINDING AGREEMENT .
This Agreement shall be binding upon and inure to the benefit of the parties hereto, any successors to the business of CBI, Executive's heirs and the personal representatives of Executive's estate.
11.      ASSIGNMENT .
This Agreement shall not be assigned by either Executive or CBI except that CBI may assign this Agreement to any successor in interest of CBI whether by merger, consolidation, purchase of assets or otherwise, provided, however, that in connection with such an assignment CBI will require a successor in interest to fully assume all of CBI's obligations hereunder.
12.      NOTICES .
Any notice required or permitted hereunder shall be deemed sufficiently given if in writing and either personally delivered or sent by certified or registered mail, postage pre‑paid,

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addressed to the party at the address set forth below or at such other address as the party may subsequently designate:
(a)    Executive:

        James L. Baldwin
4329 Shenandoah Avenue
Dallas, TX 75205

(b)    CBI:
CBI Holdings Inc.
5301 Legacy Drive
Plano, TX 75024
Attn: General Counsel

copy to:    Cadbury Schweppes plc
25 Berkeley Square
London, England W 1 X 6HT
Attn: Chief Legal Officer and Company Secretary (Group)
Any such notice will be deemed given upon delivery, if delivered in person, or upon the date of mailing, if sent by certified or registered mail.
13.      ENTIRE AGREEMENT .
This Agreement supersedes any prior agreements or understandings, oral or written, with respect to the employment of Executive and constitutes the entire agreement with respect thereto. It cannot be changed or terminated orally and may be modified only by a subsequent written agreement executed by both parties hereto. In addition, the Executive will not be eligible to participate in any other severance pay plan, program or practice that may be adopted from time to time.
14.      CONFIDENTIALITY .
(a)      Executive agrees and acknowledges that, during the term of this Agreement, CBI promises to provide and Executive will have access to and acquire certain trade secrets and confidential information of CBI and of corporations affiliated

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with CBI that is not generally available to the public, and that such information constitutes valuable, special and unique property of CBI and its affiliates that, if disclosed, could put CBI or its affiliates at a competitive disadvantage (the "Confidential Information"). Such Confidential Information includes but is not limited to methods, techniques, specifications, devices, systems, designs, formulae, models, patents and trademarks, manuals, lists of customers and prospective customers, customer requirements, vendor information and relationships, price lists and other pricing information and analyses, data used to prepare bids, marketing plans and other market information and analyses, business, strategic and operating plans, financial statements and other financial information, training techniques, and other confidential and proprietary information and documents regarding the business of CBI and its affiliates.
(b)      As a material inducement to CBI to enter into this Agreement and to provide Executive the compensation and other consideration set forth herein, Executive agrees that, without the prior written consent of CBI, Executive will not, during or after the term of Executive's employment with CBI, directly or indirectly use or disclose any such Confidential Information to any person or entity for any reason or purpose whatsoever, except as may be required by law or as may be required in the course of Executive's performance of his or her duties at CBI.
(c)      Executive acknowledges and agrees that all files, records, documents, plans, specifications, equipment, information, computer files, and similar items and materials relating to CBI's business shall remain the sole property of CBI and shall immediately be returned to CBI upon CBI's request or upon the termination of this Agreement for any reason, and that Executive shall keep no copies thereof. The

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provisions of this Section 14 shall survive the termination of this Agreement and shall be binding upon any successor or assign of Executive.
15.      NON-COMPETITION AND NON-SOLICITATION .
(a)      Consideration . Executive acknowledges and agrees that Executive has received, and will continue to receive, substantial and valuable consideration for the agreements set forth in this Section, including but not limited to access to Confidential Information, which CBI hereby promises to provide to Executive; specialized training related to CBI's services, business practices and Confidential Information; post-termination payments; and other compensation and benefits as described in this Agreement.
(b)      Non-Solicitation of Customers and Employees . As a material inducement for CBI to provide Executive with the consideration set forth in Sections 4(a), 4(b) and 15(a) above, and as a condition to receipt of the benefits set forth in Section 6(c), Executive agrees that during employment and for a period of twelve (12) months following the Date of Termination, whether for Executive's own account or for the account of any other individual, partnership, firm, corporation or business organization, Executive shall not either directly or indirectly solicit or endeavor to entice away from CBI any person who is employed by or otherwise engaged to perform services for CBI (or its affiliates) or to interfere with the relationship of CBI (or its affiliates) with any person who then is a customer of CBI.
(c)     Non-Competition . As a material inducement for CBI to provide Executive with the consideration set forth in Sections 4(a), 4(b) and 15(a) above, and as a condition to receipt of the benefits set forth in Section 6(c), Executive agrees that, for a period of

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twelve (12) months following the Date of Termination, Executive shall not become employed in an executive capacity by any Competitor of CBI within the United States, Canada or any other region in which CBI or its current or former affiliates operates or has operated and in which Executive has directly or indirectly rendered services during the last thirty-six (36) months of Executive's employment and, further, Executive shall not provide services of a similar or comparable type and character to those provided by Executive to CBI during the last thirty-six (36) months of Executive's employment with CBI, whether as an employee, officer, director, partner, shareholder, consultant or otherwise, to any Competitor of CBI within the United States, Canada or any region in which Cadbury Schweppes plc operates and in which Executive has rendered services during Executive's employment; provided, however, that this Section 15 shall not prohibit Executive's ownership, either directly or indirectly, of less than 1% of any class of publicly traded securities of any entity, and provided further that this Section 15 shall not prohibit Executive's employment as an employee or officer or Executive's performance of services as a consultant with any Competitor if Executive is not directly or indirectly involved in the aspects of such Competitor's business that are competitive with CBI.
16.      JUDICIAL AMENDMENT .
Executive and CBI acknowledge the reasonableness of the agreements set forth in Sections 14 and 15 above and the reasonableness of the geographic area, duration of time and subject matter that are part of the covenant not to compete contained in Section 15(c). Executive further acknowledges that Executive's skills are such that Executive can be gainfully employed in noncompetitive employment and that the agreement not to compete will in no manner prevent Executive from earning a living. Notwithstanding the foregoing, in the event it is judicially

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determined that any of the limitations contained in Section 15 are unreasonable, illegal or offensive under any applicable law and may not be enforced as agreed herein, the parties agree that the unreasonable, illegal or offensive portions of Section 15, whether they relate to duration, area or subject matter, shall be and hereby are revised to conform with all applicable laws and that the Agreement, as modified, shall remain in full force and effect and shall not be rendered void or illegal.
17.      IRREPARABLE INJURY .
Executive acknowledges that CBI has invested substantial time, labor, skill and money in developing the Confidential Information to be provided to Executive. Executive further acknowledges that the Confidential Information to be provided to Executive, and the services Executive is to render to CBI, are such that any breach of the covenants contained in Sections 14 and 15 above by Executive would cause CBI irreparable harm and injury and would damage CBI in a way that could not be adequately compensated by monetary damages. Accordingly, the parties agree that CBI's remedies may include a temporary restraining order, preliminary injunction, or other injunctive relief against any threatened or actual breach of Sections 14 or 15 by Executive. Executive acknowledges that this injunctive relief shall be in addition to any other legal or equitable relief to which CBI may otherwise be entitled under applicable law.
18.      HEADINGS .
The headings used in this Agreement are for convenience only and shall not be deemed to curtail or affect the meaning or construction of any provision under this Agreement.
19.      WITHHOLDING .
All payments or benefits to Executive under this Agreement shall be reduced by any amounts required to be withheld by CBI under applicable tax laws, including U.S. Federal, state,

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or local income tax laws or similar laws then in effect as well as the laws of other countries while on international assignment. In the event new tax legislation results in additional taxation to the Executive or CBI which may be avoided by amendment to this Agreement with no material financial impact to Executive or CBI, then this Agreement shall be so amended by written agreement of the parties.
20.      OTHER PLANS .
Except as otherwise provided in this Agreement, the terms of the AIP, Pension Plans, Equity Incentive Plans and any other CBI option plan, bonus plan or benefit plan (as the same may be amended from time to time) or any agreements entered into pursuant to such plans, shall remain in full force and effect. Except as expressly provided herein, if there is any conflict between this Agreement and the Plans described above in this Section 20, the terms of the applicable Plan documents shall control.
21.      ARBITRATION .
Any controversy or claim, other than an action for injunctive or equitable relief for unfair competition or to enforce the confidentiality, noncompete or nonsolicitation provisions set forth in Sections 14 and 15, arising out of or relating to (a) this Agreement or the breach thereof, (b) Executive's employment with CBI, or (c) the termination of Executive's employment with CBI, (including but not limited to claims arising under applicable employment-related statutes, including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the American Jobs Creation Act of 2004, or the Fair Labor Standards Act, applicable state fair employment practices statutes, and claims for retaliation arising under applicable workers' compensation statutes; as well as

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employment-related common-law tort claims, including without limitation claims for negligence, intentional torts, post-termination defamation (e.g., employment references), violation of privacy rights, fraud, misrepresentation, unjust enrichment, tortious interference and/or promissory estoppel), which is not settled by agreement among the parties shall be resolved by final and binding arbitration, to be held in a metropolitan area located within fifty (50) miles of the location at which Executive is employed, in accordance with the employment arbitration rules and procedures of the American Arbitration Association. Neither party shall initiate or prosecute any lawsuit in any way related to any claims; provided, however, that the provisions of this Section 21 do not limit Executive's right to file an administrative charge with the Equal Employment Opportunity Commission. Judgment upon the award rendered may be entered and enforced in any court having jurisdiction thereof.
22.      VALIDITY; APPLICABLE LAW .
The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, and the invalid or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State in which Executive is employed .

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IN WITNESS WHEREOF, CBI has caused this Agreement to be executed by its duly authorized officer, and Executive has hereunto subscribed his or her name, all as of the day, month and year first above written.

CBI Holdings Inc.                    Executive



By:     /s/ Larry Young                      /s/ James L. Baldwin        
Larry Young                    James L. Baldwin
President



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EXHIBIT "A"

GENERAL RELEASE

This General Release (the "Release") is executed as of this              day of
, 20___, by and between James L. Baldwin ("Executive") and CBI Holdings Inc. ("CBI") for purposes of evidencing the covenants, obligations and undertakings of such parties set forth below.

WHEREAS, CBI and Executive entered into an agreement of employment (the "Agreement") dated October 15, 2007; and

WHEREAS, Executive's employment with CBI was terminated effective as of
, 20___, pursuant to Paragraph of the Agreement;

NOW THEREFORE, as a condition to, and in consideration of, payment by CBI of the benefits specified in Paragraph of the Agreement, Executive hereby agrees as follows:

1.    Executive, for himself and on behalf of Executive's agents, attorneys, heirs, executors, administrators, successors and assigns, hereby irrevocably releases, acquits, discharges and forever forgives CBI, its past and present officers, directors, shareholders, representatives, agents, servants, and employees, and their respective successors, assigns, insurers, parent companies, subsidiaries, and affiliates, and all persons acting by, through, under or in concert with them, (the "Releasees") from any and all claims, causes of action, suits, controversies, appeals, grievances, promises, agreements, damages, rights, debts, liabilities, costs, losses, personal injuries and any other compensation whatsoever, whether presently known or unknown, liquidated or unliquidated, matured or contingent, arising at any time through the date of the execution of this Agreement. This Release covers any and all claims, regardless of whether they arose in contract or in tort or are based upon statutes, laws or rules, regulations, common law principles or otherwise, and includes but is not limited to claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Pregnancy Discrimination Act, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, COBRA, the Occupational Safety and Health Act, or any other federal, state or local statute, law or regulation relating to employment; common-law claims for breach of contract, quantum meruit, reformation of contract, breach of implied covenant of good faith and fair dealing, debt, wrongful discharge, defamation, invasion of privacy, infliction of emotional distress, tortious interference, misrepresentation, fraud, conspiracy, negligence or gross negligence; and any other statutory or common-law cause of action, whether or not relating to Executive's employment with CBI; provided, however, that this Release does not include any claims Executive may have to compensation or benefits to be provided to Executive following termination of Executive's employment with CBI pursuant to Section 6(c) of the Agreement, any rights Executive may have (subject to the provisions of Section 6(c) of the Agreement) under any pension or benefit plan in which Executive was or is a participant, and any indemnification rights Executive may have under company bylaws or insurance.


CBI BB2 (rev. 9-14-07)




2.    Executive covenants and agrees that, to the fullest extent permitted by law, Executive will not bring any legal action against any of the Releasees for any claim waived and released under this Release and represents and warrants that no such claim has been filed to date. Executive agrees that should any person, organization or other entity institute or file a civil action, suit or legal proceeding against the Releasees on Executive's behalf involving any matter occurring at any time in the past up to and including the date on which Executive executes this Release, Executive shall not seek or accept any personal, equitable or monetary relief in such civil action, suit or legal proceeding.

3.    Executive agrees that the terms and conditions of this Release are confidential and that Executive will not, directly or indirectly, disclose the fact of or terms of this Release to anyone other than Executive's attorney or tax advisor, except to the extent such disclosure may be required for accounting or tax reporting purposes or otherwise be required by law or direction of a court. Nothing in this provision shall be construed to prohibit Executive from disclosing this Release to the Equal Employment Opportunity Commission in connection with any complaint or charge submitted to that agency.

4.    Executive agrees not to make any comments relating to the Releasees that are critical, disparaging or derogatory or that may tend to injure the business of the Releasees and agrees not to encourage any person, corporation or entity to sue or not to do business with the Releasees.

5.    Effective as of the Termination Date, Executive hereby resigns from any and all positions as an officer or director of CBI or its affiliates and subsidiaries, and agrees to execute any documents required for the purpose of effecting such resignation.

6.    The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. One or more waivers of a breach of any covenant, term or provision of this Release by any party shall not operate or be construed as a waiver of any subsequent breach of the same covenant, term or provision, nor shall it be construed as a waiver of any other then existing or subsequent breach of a different covenant, term or provision.

7.    This Release sets forth the entire agreement between CBI and Executive and supersedes any and all prior oral or written agreements or understandings concerning the subject matter of this Release. This Release may not be altered, amended or modified, except by a further written document signed by a duly authorized representative of CBI and Executive.

8.    This Release is made within the State of Texas and shall in all respects be interpreted, enforced and governed by the laws of the State of Texas.

9.    This Release shall be binding upon Executive, his heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the Releasees and their respective administrators, representatives, successors and assigns.


CBI BB2 (rev. 9-14-07)




10.    Executive acknowledges that this Release is in full settlement, satisfaction, and discharge of any and all claims, demands, actions, and causes of action released by Executive, and that it applies to all claims, whether known or unknown. Executive further acknowledges that the consideration to be provided pursuant to the Agreement upon execution of this Release represents amounts and benefits greater than Executive would be entitled to receive if Executive were not to execute this Release. Executive represents and warrants that Executive has full power and authority to enter into and execute this Release. Executive represents that Executive has carefully read and fully understands all the provisions of this Release, that Executive has been advised to consult with an attorney of Executive's choice and has had the opportunity to do so, and that Executive is freely, knowingly and voluntarily entering into this Release without reliance on any representations of any kind or character not set forth herein.

11.    Executive acknowledges that Executive has been provided at least twenty-one (21) days after receipt of this Release to decide whether to sign the Release and be bound by its terms, and that Executive has considered the terms of this Release for at least twenty-one (21) days or knowingly and voluntarily waived Executive's right to do so. Executive further acknowledges and understands that Executive has the right to revoke this Release for a period of seven (7) days after Executive has signed it.

IN WITNESS WHEREOF, the parties hereto have executed this General Release as of the date first above written.



CBI BB2 (rev. 9-14-07)






TABLE OF CONTENTS


PAGE

1.     DEFINITIONS .    1
2.     TERM .    5
3.     POSITION AND DUTIES .    5
4.     COMPENSATION .    6
5.     TERMINATION .    7
6.     COMPENSATION UPON TERMINATION OF EMPLOYMENT .    8
7.     FURTHER BENEFITS .    18
8.     RIGHT TO TERMINATE; SOURCE OF PAYMENTS .    18
9.     AMENDMENTS; WAIVER .    19
10.     BINDING AGREEMENT .    19
11.     ASSIGNMENT .    19
12.     NOTICES .    19
13.     ENTIRE AGREEMENT .    20
14.     CONFIDENTIALITY .    20
15.     NON-COMPETITION AND NON-SOLICITATION .    22
16.     JUDICIAL AMENDMENT .    23
17.     IRREPARABLE INJURY .    24
18.     HEADINGS .    24
19.     WITHHOLDING .    24
20.     OTHER PLANS .    25
21.     ARBITRATION .    25
22.     VALIDITY; APPLICABLE LAW .    26










CBI BB2 (rev. 9-14-07)














AGREEMENT



BETWEEN



CBI HOLDINGS INC.



AND



JAMES L. BALDWIN



DATED AS OF OCTOBER 15, 2007




CBI BB2 (rev. 9-14-07)


Exhibit 12.1

DR PEPPER SNAPPLE GROUP, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In millions, except ratio amounts)
 
For the Three Months Ended March 31,
 
For the Years Ended December 31,
 
2017
 
2016
 
2015
 
2014
 
2013
Calculation of fixed charges ratio:
 
 
 
 
 
 
 
 
 
Income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy (2)
$
248

 
$
1,283

 
$
1,184

 
$
1,073

 
$
542

 
 
 
 
 
 
 
 
 
 
Add/(deduct):
 
 
 
 
 
 
 
 
 
Fixed charges
44

 
164

 
132

 
125

 
138

Amortization of capitalized interest
1

 
3

 
3

 
4

 
4

Capitalized interest
—

 
(3
)
 
(1
)
 
(2
)
 
(1
)
Total earnings available for fixed charges
$
293

 
$
1,447

 
$
1,318

 
$
1,200

 
$
683

 
 
 
 
 
 
 
 
 
 
Fixed charges :
 
 
 
 
 
 
 
 
 
Interest expense
$
40

 
$
147

 
$
117

 
$
109

 
$
123

Capitalized interest
—

 
3

 
1

 
2

 
1

Interest component of rental expense (1)
4

 
14

 
14

 
14

 
14

Total fixed charges
$
44

 
$
164

 
$
132

 
$
125

 
$
138

 
 
 
 
 
 
 
 
 
 
Ratio of earnings to fixed charges
6.6x

 
8.8x

 
10.0x

 
9.6x

 
4.9x

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

(2)
Due to the completion of the IRS audit for our 2006-2008 federal income tax returns in August 2013, we recognized $430 million of other expense, net, as we no longer anticipate collecting amounts from Mondelēz. Additionally, in June 2013, a bill was enacted by the Canadian government, which reduced amounts amortized for income tax purposes. As a result, we recognized $38 million of indemnity income due to the reduction of our long-term liability to Mondelēz.
 





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: April 26, 2017
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: April 26, 2017
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 first quarterly period ended March 31, 2017 , 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: April 26, 2017
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 first quarterly period ended March 31, 2017 , 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: April 26, 2017
Martin M. Ellen
 
 
Executive Vice President and Chief Financial Officer of Dr Pepper Snapple Group, Inc.