Keurig Dr Pepper Inc. (Form: 10-Q, Received: 07/30/2020 18:44:46)

false--12-31Q2202000014181350.150.150.150.150.010.012000000000200000000014068523051407193674140685230514071936740.010.01150000001500000000 0001418135 2020-01-01 2020-06-30 0001418135 2020-07-28 0001418135 2020-04-01 2020-06-30 0001418135 2019-04-01 2019-06-30 0001418135 2019-01-01 2019-06-30 0001418135 2020-06-30 0001418135 2019-12-31 0001418135 2018-12-31 0001418135 2019-06-30 0001418135 us-gaap:AdditionalPaidInCapitalMember 2019-04-01 2019-06-30 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001418135 us-gaap:RetainedEarningsMember 2020-01-01 2020-03-31 0001418135 us-gaap:RetainedEarningsMember 2019-04-01 2019-06-30 0001418135 us-gaap:AdditionalPaidInCapitalMember 2019-06-30 0001418135 us-gaap:CommonStockMember 2019-06-30 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001418135 2020-01-01 2020-03-31 0001418135 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-03-31 0001418135 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201602Member 2018-12-31 0001418135 us-gaap:CommonStockMember 2019-03-31 0001418135 2019-01-01 2019-03-31 0001418135 us-gaap:CommonStockMember 2019-12-31 0001418135 us-gaap:RetainedEarningsMember 2020-06-30 0001418135 us-gaap:RetainedEarningsMember 2019-06-30 0001418135 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201602Member us-gaap:RetainedEarningsMember 2018-12-31 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-04-01 2020-06-30 0001418135 us-gaap:CommonStockMember 2020-03-31 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0001418135 us-gaap:RetainedEarningsMember 2019-12-31 0001418135 us-gaap:CommonStockMember 2018-12-31 0001418135 us-gaap:RetainedEarningsMember 2019-03-31 0001418135 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001418135 us-gaap:AdditionalPaidInCapitalMember 2020-04-01 2020-06-30 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-06-30 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-03-31 0001418135 us-gaap:CommonStockMember 2019-01-01 2019-03-31 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-06-30 0001418135 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0001418135 us-gaap:RetainedEarningsMember 2018-12-31 0001418135 us-gaap:CommonStockMember 2020-06-30 0001418135 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0001418135 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0001418135 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001418135 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-04-01 2019-06-30 0001418135 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0001418135 2019-03-31 0001418135 us-gaap:RetainedEarningsMember 2020-03-31 0001418135 2020-03-31 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0001418135 us-gaap:CommonStockMember 2020-04-01 2020-06-30 0001418135 us-gaap:AdditionalPaidInCapitalMember 2020-06-30 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0001418135 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0001418135 us-gaap:SeniorNotesMember 2019-12-31 0001418135 us-gaap:SeniorNotesMember 2020-06-30 0001418135 us-gaap:MediumTermNotesMember us-gaap:LineOfCreditMember 2019-12-31 0001418135 us-gaap:MediumTermNotesMember us-gaap:LineOfCreditMember 2020-06-30 0001418135 us-gaap:LineOfCreditMember 2019-12-31 0001418135 kdp:KDPCreditAgreementsMember 2019-12-31 0001418135 us-gaap:LineOfCreditMember 2020-06-30 0001418135 kdp:A2019364DayCreditAgreementMember 2020-06-30 0001418135 kdp:A2020364DayCreditAgreementMember 2020-06-30 0001418135 kdp:A2019364DayCreditAgreementMember 2019-12-31 0001418135 kdp:A2019KDPTermLoanMember 2019-12-31 0001418135 us-gaap:RevolvingCreditFacilityMember 2020-06-30 0001418135 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2019-12-31 0001418135 kdp:A2019KDPTermLoanMember us-gaap:FairValueInputsLevel2Member 2020-06-30 0001418135 kdp:A2020364DayCreditAgreementMember 2019-12-31 0001418135 kdp:KDPCreditAgreementsMember 2020-06-30 0001418135 us-gaap:RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2020-06-30 0001418135 kdp:A2021ANotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:SeniorNotes2020Member us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2026NotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2025MergerNotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2028MergerNotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2030NotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2027NotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2023MergerNotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2023NotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2021MergerNotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2046NotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:SeniorNotes2045Member us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2038MergerNotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2021MergerNotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2021BNotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:SeniorNotes2020Member us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2023MergerNotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2038MergerNotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2025MergerNotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:SeniorNotes2038Member us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2021BNotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:SeniorNotes2045Member us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2050NotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2046NotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:SeniorNotes2038Member us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:SeniorNotes2022Member us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2050NotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2030NotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2048MergerNotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:SeniorNotes2022Member us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2048MergerNotesMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:SeniorNotes2025Member us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:A2021ANotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2026NotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2023NotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:SeniorNotes2025Member us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2028MergerNotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 kdp:A2027NotesMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 us-gaap:CommercialPaperMember 2019-01-01 2019-06-30 0001418135 us-gaap:CommercialPaperMember 2020-04-01 2020-06-30 0001418135 us-gaap:CommercialPaperMember 2020-01-01 2020-06-30 0001418135 us-gaap:CommercialPaperMember 2019-04-01 2019-06-30 0001418135 us-gaap:CommercialPaperMember 2020-06-30 0001418135 us-gaap:RevolvingCreditFacilityMember kdp:KDPCreditAgreementsMember us-gaap:LineOfCreditMember 2019-12-31 0001418135 us-gaap:RevolvingCreditFacilityMember kdp:KDPCreditAgreementsMember us-gaap:LineOfCreditMember 2020-06-30 0001418135 us-gaap:CommercialPaperMember 2019-12-31 0001418135 kdp:A2019364DayCreditAgreementMember 2020-03-31 0001418135 kdp:A2019KDPTermLoanMember 2020-01-01 2020-03-31 0001418135 srt:MinimumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2020-04-14 2020-04-14 0001418135 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:April2020IssuanceMember us-gaap:SeniorNotesMember 2020-06-30 0001418135 kdp:April2020IssuanceMember 2020-04-13 0001418135 us-gaap:LetterOfCreditMember us-gaap:LineOfCreditMember 2020-06-30 0001418135 srt:MaximumMember us-gaap:BaseRateMember 2020-04-14 2020-04-14 0001418135 us-gaap:LetterOfCreditMember 2020-06-30 0001418135 srt:MaximumMember us-gaap:LondonInterbankOfferedRateLIBORMember 2020-04-14 2020-04-14 0001418135 kdp:A2019KDPTermLoanMember 2020-04-01 2020-06-30 0001418135 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:SeniorNotesMember 2019-12-31 0001418135 srt:MinimumMember us-gaap:BaseRateMember 2020-04-14 2020-04-14 0001418135 kdp:A2019KDPTermLoanMember kdp:VoluntaryPrepaymentsMember 2020-01-01 2020-06-30 0001418135 kdp:A2019KDPTermLoanMember kdp:VoluntaryPrepaymentsMember 2020-04-01 2020-06-30 0001418135 us-gaap:ContractualRightsMember 2019-12-31 0001418135 us-gaap:TechnologyBasedIntangibleAssetsMember 2019-12-31 0001418135 us-gaap:CustomerRelationshipsMember 2019-12-31 0001418135 kdp:BrandsMember 2020-06-30 0001418135 kdp:BrandsMember 2019-12-31 0001418135 us-gaap:TradeNamesMember 2019-12-31 0001418135 us-gaap:DistributionRightsMember 2020-06-30 0001418135 us-gaap:CustomerRelationshipsMember 2020-06-30 0001418135 us-gaap:TradeNamesMember 2020-06-30 0001418135 us-gaap:DistributionRightsMember 2019-12-31 0001418135 us-gaap:TechnologyBasedIntangibleAssetsMember 2020-06-30 0001418135 us-gaap:ContractualRightsMember 2020-06-30 0001418135 kdp:BrandsMember 2020-01-01 2020-06-30 0001418135 kdp:LatinAmericaBeveragesMember 2020-06-30 0001418135 kdp:BeverageConcentratesMember 2020-01-01 2020-06-30 0001418135 kdp:CoffeeSystemsMember 2020-06-30 0001418135 kdp:PackagedBeveragesMember 2019-12-31 0001418135 kdp:LatinAmericaBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:CoffeeSystemsMember 2019-12-31 0001418135 kdp:CoffeeSystemsMember 2020-01-01 2020-06-30 0001418135 kdp:LatinAmericaBeveragesMember 2019-12-31 0001418135 kdp:BeverageConcentratesMember 2020-06-30 0001418135 kdp:BeverageConcentratesMember 2019-12-31 0001418135 kdp:PackagedBeveragesMember 2020-06-30 0001418135 kdp:PackagedBeveragesMember 2020-01-01 2020-06-30 0001418135 us-gaap:DistributionRightsMember 2019-12-31 0001418135 us-gaap:ContractualRightsMember 2019-12-31 0001418135 us-gaap:TradeNamesMember 2019-12-31 0001418135 us-gaap:ContractualRightsMember 2020-06-30 0001418135 kdp:BrandsMember 2020-06-30 0001418135 us-gaap:TradeNamesMember 2020-06-30 0001418135 kdp:BrandsMember 2019-12-31 0001418135 us-gaap:DistributionRightsMember 2020-06-30 0001418135 kdp:LineOfCreditAgreementMember kdp:BedfordMember 2020-06-30 0001418135 kdp:LineOfCreditAgreementMember kdp:BedfordMember 2020-01-01 2020-06-30 0001418135 kdp:BASportsNutritionLLCMember 2020-06-30 0001418135 kdp:ForceHoldingLLCMember 2019-12-31 0001418135 kdp:DylaLLCMember 2020-06-30 0001418135 kdp:ForceHoldingLLCMember 2020-06-30 0001418135 kdp:BeveragestartupcompaniesMember 2020-06-30 0001418135 kdp:BedfordMember 2020-06-30 0001418135 kdp:BedfordMember 2019-12-31 0001418135 kdp:OtherEquityMethodInvestmentsMember 2019-12-31 0001418135 kdp:BASportsNutritionLLCMember 2019-12-31 0001418135 kdp:BeveragestartupcompaniesMember 2019-12-31 0001418135 kdp:OtherEquityMethodInvestmentsMember 2020-06-30 0001418135 kdp:DylaLLCMember 2019-12-31 0001418135 kdp:Keurig2.0Member 2019-01-01 2019-06-30 0001418135 kdp:Keurig2.0Member 2020-04-01 2020-06-30 0001418135 kdp:IntegrationProgramMember 2020-01-01 2020-06-30 0001418135 kdp:IntegrationProgramMember 2019-04-01 2019-06-30 0001418135 kdp:IntegrationProgramMember 2019-01-01 2019-06-30 0001418135 kdp:Keurig2.0Member 2020-01-01 2020-06-30 0001418135 kdp:IntegrationProgramMember 2020-04-01 2020-06-30 0001418135 kdp:Keurig2.0Member 2019-04-01 2019-06-30 0001418135 2018-07-09 2020-06-30 0001418135 us-gaap:EmployeeSeveranceMember 2020-06-30 0001418135 us-gaap:EmployeeSeveranceMember 2020-01-01 2020-06-30 0001418135 us-gaap:EmployeeSeveranceMember 2019-12-31 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-06-30 0001418135 kdp:ReceiveVariablePayFixedInterestRateSwapsMember us-gaap:NondesignatedMember 2019-12-31 0001418135 kdp:ReceiveFixedPayVariableInterestRateSwapsMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember 2020-06-30 0001418135 kdp:ReceiveVariablePayFixedInterestRateSwapsMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0001418135 kdp:ReceiveFixedPayVariableInterestRateSwapsMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherNoncurrentAssetsMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherCurrentLiabilitiesMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001418135 us-gaap:OtherNoncurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-06-30 0001418135 us-gaap:OtherNoncurrentAssetsMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherNoncurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:OtherNoncurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:OtherCurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001418135 us-gaap:OtherCurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-06-30 0001418135 us-gaap:OtherCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0001418135 us-gaap:OtherNoncurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:OtherCurrentLiabilitiesMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-06-30 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2019-12-31 0001418135 us-gaap:OtherNoncurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:CommodityContractMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:NondesignatedMember 2020-06-30 0001418135 kdp:ReceiveFixedPayVariableInterestRateSwapsMember 2020-01-01 2020-06-30 0001418135 kdp:ReceiveVariablePayFixedInterestRateSwapsMember 2020-06-30 0001418135 kdp:ReceiveFixedPayVariableInterestRateSwapsMember 2020-06-30 0001418135 kdp:ReceiveVariablePayFixedInterestRateSwapsMember 2020-01-01 2020-06-30 0001418135 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember us-gaap:InterestExpenseMember 2020-04-01 2020-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember us-gaap:CostOfSalesMember 2020-04-01 2020-06-30 0001418135 us-gaap:NondesignatedMember 2020-04-01 2020-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-04-01 2020-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:CostOfSalesMember 2019-01-01 2019-06-30 0001418135 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember us-gaap:InterestExpenseMember 2019-01-01 2019-06-30 0001418135 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember us-gaap:InterestExpenseMember 2020-01-01 2020-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember us-gaap:CostOfSalesMember 2020-01-01 2020-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:CostOfSalesMember 2020-04-01 2020-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-01-01 2020-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember us-gaap:OtherNonoperatingIncomeExpenseMember 2019-04-01 2019-06-30 0001418135 us-gaap:NondesignatedMember 2019-04-01 2019-06-30 0001418135 us-gaap:NondesignatedMember 2019-01-01 2019-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:CostOfSalesMember 2019-01-01 2019-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:CostOfSalesMember 2020-01-01 2020-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-04-01 2019-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember us-gaap:CostOfSalesMember 2019-04-01 2019-06-30 0001418135 us-gaap:CommodityContractMember us-gaap:NondesignatedMember us-gaap:CostOfSalesMember 2019-04-01 2019-06-30 0001418135 us-gaap:NondesignatedMember 2020-01-01 2020-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember us-gaap:OtherNonoperatingIncomeExpenseMember 2019-01-01 2019-06-30 0001418135 us-gaap:InterestRateContractMember us-gaap:NondesignatedMember us-gaap:InterestExpenseMember 2019-04-01 2019-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember us-gaap:OtherNonoperatingIncomeExpenseMember 2020-01-01 2020-06-30 0001418135 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember us-gaap:OtherNonoperatingIncomeExpenseMember 2020-04-01 2020-06-30 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-06-30 0001418135 us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0001418135 us-gaap:ForeignExchangeForwardMember 2019-01-01 2019-06-30 0001418135 us-gaap:ForeignExchangeForwardMember 2020-01-01 2020-06-30 0001418135 us-gaap:ForeignExchangeForwardMember 2019-04-01 2019-06-30 0001418135 us-gaap:ForeignExchangeForwardMember 2020-04-01 2020-06-30 0001418135 kdp:DistributionCentersMember 2020-01-01 2020-06-30 0001418135 kdp:ManufacturingPlantsMember 2020-01-06 0001418135 srt:MinimumMember 2020-06-30 0001418135 srt:MaximumMember 2020-06-30 0001418135 kdp:ManufacturingPlantsMember 2020-01-01 2020-06-30 0001418135 kdp:DistributionCentersMember 2020-01-10 0001418135 us-gaap:EmployeeStockOptionMember 2020-01-01 2020-06-30 0001418135 us-gaap:EmployeeStockOptionMember 2020-04-01 2020-06-30 0001418135 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-06-30 0001418135 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-06-30 0001418135 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-06-30 0001418135 us-gaap:EmployeeStockOptionMember 2019-04-01 2019-06-30 0001418135 us-gaap:RestrictedStockUnitsRSUMember 2019-04-01 2019-06-30 0001418135 us-gaap:RestrictedStockUnitsRSUMember 2020-04-01 2020-06-30 0001418135 us-gaap:RestrictedStockUnitsRSUMember 2020-06-30 0001418135 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-12-31 0001418135 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2019-06-30 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-06-30 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2018-12-31 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2020-01-01 2020-06-30 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2019-12-31 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-12-31 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2019-03-31 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2020-04-01 2020-06-30 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-03-31 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-12-31 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2020-06-30 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2019-04-01 2019-06-30 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2019-04-01 2019-06-30 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2019-06-30 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-01-01 2019-06-30 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2020-03-31 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-04-01 2019-06-30 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2020-04-01 2020-06-30 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2019-01-01 2019-06-30 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2018-12-31 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-06-30 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-06-30 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-04-01 2020-06-30 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-03-31 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2020-06-30 0001418135 us-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember 2020-01-01 2020-06-30 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2019-03-31 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2019-01-01 2019-06-30 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2020-03-31 0001418135 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-01-01 2020-06-30 0001418135 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-06-30 0001418135 us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0001418135 2019-01-01 2019-12-31 0001418135 kdp:SuppliersUtilizingThirdPartyServicesSoldThroughToFinancialInstitutionsMember 2019-12-31 0001418135 kdp:SuppliersUtilizingThirdPartyServicesSoldThroughToFinancialInstitutionsMember 2020-06-30 0001418135 kdp:AntitrustLitigationMember us-gaap:SubsequentEventMember 2020-07-01 2020-07-30 0001418135 kdp:AntitrustLitigationMember 2014-01-01 2014-12-31 0001418135 kdp:BeverageConcentratesMember 2019-01-01 2019-06-30 0001418135 kdp:LatinAmericaBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:BeverageConcentratesMember 2020-04-01 2020-06-30 0001418135 kdp:LatinAmericaBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:LatinAmericaBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:PackagedBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:PackagedBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:CoffeeSystemsMember 2019-04-01 2019-06-30 0001418135 kdp:PackagedBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:BeverageConcentratesMember 2019-04-01 2019-06-30 0001418135 kdp:CoffeeSystemsMember 2020-04-01 2020-06-30 0001418135 kdp:CoffeeSystemsMember 2019-01-01 2019-06-30 0001418135 us-gaap:CorporateNonSegmentMember 2020-01-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:PackagedBeveragesMember 2019-04-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:LatinAmericaBeveragesMember 2019-01-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:CoffeeSystemsMember 2019-04-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:LatinAmericaBeveragesMember 2019-04-01 2019-06-30 0001418135 us-gaap:CorporateNonSegmentMember 2020-04-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:CoffeeSystemsMember 2020-01-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:PackagedBeveragesMember 2020-04-01 2020-06-30 0001418135 us-gaap:CorporateNonSegmentMember 2019-01-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:BeverageConcentratesMember 2019-01-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:CoffeeSystemsMember 2020-04-01 2020-06-30 0001418135 us-gaap:CorporateNonSegmentMember 2019-04-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:CoffeeSystemsMember 2019-01-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:BeverageConcentratesMember 2020-01-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:LatinAmericaBeveragesMember 2020-01-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:BeverageConcentratesMember 2020-04-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:PackagedBeveragesMember 2020-01-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:BeverageConcentratesMember 2019-04-01 2019-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:LatinAmericaBeveragesMember 2020-04-01 2020-06-30 0001418135 us-gaap:OperatingSegmentsMember kdp:PackagedBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember kdp:PackagedBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:PodsMember kdp:CoffeeSystemsMember 2020-04-01 2020-06-30 0001418135 kdp:PodsMember 2019-01-01 2019-06-30 0001418135 kdp:NCBMember kdp:BeverageConcentratesMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember kdp:BeverageConcentratesMember 2020-01-01 2020-06-30 0001418135 kdp:CSDMember kdp:CoffeeSystemsMember 2019-01-01 2019-06-30 0001418135 kdp:NCBMember kdp:PackagedBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:CSDMember kdp:CoffeeSystemsMember 2020-01-01 2020-06-30 0001418135 kdp:AppliancesMember kdp:CoffeeSystemsMember 2020-01-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:PackagedBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:AppliancesMember kdp:BeverageConcentratesMember 2019-04-01 2019-06-30 0001418135 kdp:OtherProductsMember kdp:CoffeeSystemsMember 2020-01-01 2020-06-30 0001418135 kdp:PodsMember 2020-01-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:CoffeeSystemsMember 2019-04-01 2019-06-30 0001418135 kdp:PodsMember kdp:LatinAmericaBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:PodsMember kdp:BeverageConcentratesMember 2019-04-01 2019-06-30 0001418135 kdp:NCBMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember kdp:PackagedBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember kdp:PackagedBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:AppliancesMember 2020-01-01 2020-06-30 0001418135 kdp:NCBMember kdp:LatinAmericaBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:CoffeeSystemsMember 2020-04-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:BeverageConcentratesMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember kdp:CoffeeSystemsMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember 2020-04-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:PackagedBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:CSDMember kdp:BeverageConcentratesMember 2019-04-01 2019-06-30 0001418135 kdp:CSDMember kdp:BeverageConcentratesMember 2019-01-01 2019-06-30 0001418135 kdp:CSDMember kdp:CoffeeSystemsMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:CoffeeSystemsMember 2019-01-01 2019-06-30 0001418135 kdp:OtherProductsMember kdp:LatinAmericaBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:BeverageConcentratesMember 2019-01-01 2019-06-30 0001418135 kdp:NCBMember kdp:CoffeeSystemsMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember 2020-04-01 2020-06-30 0001418135 kdp:AppliancesMember kdp:PackagedBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:LatinAmericaBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:NCBMember kdp:BeverageConcentratesMember 2020-04-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:PackagedBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:PodsMember kdp:PackagedBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:NCBMember kdp:BeverageConcentratesMember 2019-04-01 2019-06-30 0001418135 kdp:OtherProductsMember kdp:CoffeeSystemsMember 2020-04-01 2020-06-30 0001418135 kdp:CSDMember kdp:BeverageConcentratesMember 2020-01-01 2020-06-30 0001418135 kdp:PodsMember 2019-04-01 2019-06-30 0001418135 kdp:CSDMember kdp:PackagedBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:AppliancesMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:PackagedBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:NCBMember 2020-01-01 2020-06-30 0001418135 kdp:AppliancesMember kdp:LatinAmericaBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:CSDMember kdp:PackagedBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:CoffeeSystemsMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember kdp:PackagedBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember kdp:PackagedBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember kdp:LatinAmericaBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:PackagedBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:OtherProductsMember 2020-01-01 2020-06-30 0001418135 kdp:PodsMember kdp:CoffeeSystemsMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember kdp:LatinAmericaBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:OtherProductsMember kdp:PackagedBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:CSDMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:CoffeeSystemsMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:LatinAmericaBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:OtherProductsMember 2019-01-01 2019-06-30 0001418135 kdp:CSDMember kdp:PackagedBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:LatinAmericaBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:AppliancesMember kdp:BeverageConcentratesMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember 2019-01-01 2019-06-30 0001418135 kdp:CSDMember 2020-04-01 2020-06-30 0001418135 kdp:CSDMember kdp:LatinAmericaBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:OtherProductsMember 2020-04-01 2020-06-30 0001418135 kdp:CSDMember kdp:PackagedBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:CSDMember 2020-01-01 2020-06-30 0001418135 kdp:OtherProductsMember 2019-04-01 2019-06-30 0001418135 kdp:CSDMember kdp:BeverageConcentratesMember 2020-04-01 2020-06-30 0001418135 kdp:CSDMember kdp:LatinAmericaBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:PodsMember kdp:LatinAmericaBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:PodsMember kdp:CoffeeSystemsMember 2020-01-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:BeverageConcentratesMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember kdp:CoffeeSystemsMember 2020-04-01 2020-06-30 0001418135 kdp:AppliancesMember 2019-01-01 2019-06-30 0001418135 kdp:CSDMember kdp:LatinAmericaBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:PodsMember kdp:BeverageConcentratesMember 2020-04-01 2020-06-30 0001418135 kdp:AppliancesMember kdp:LatinAmericaBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:NCBMember kdp:PackagedBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:AppliancesMember kdp:LatinAmericaBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:OtherProductsMember kdp:BeverageConcentratesMember 2020-01-01 2020-06-30 0001418135 kdp:CSDMember kdp:LatinAmericaBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:NCBMember kdp:BeverageConcentratesMember 2020-01-01 2020-06-30 0001418135 kdp:PodsMember kdp:BeverageConcentratesMember 2019-01-01 2019-06-30 0001418135 kdp:OtherProductsMember kdp:LatinAmericaBeveragesMember 2019-04-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:BeverageConcentratesMember 2020-01-01 2020-06-30 0001418135 kdp:CSDMember kdp:CoffeeSystemsMember 2020-04-01 2020-06-30 0001418135 kdp:CSDMember 2019-01-01 2019-06-30 0001418135 kdp:NCBMember kdp:CoffeeSystemsMember 2019-04-01 2019-06-30 0001418135 kdp:OtherProductsMember kdp:BeverageConcentratesMember 2019-04-01 2019-06-30 0001418135 kdp:PodsMember kdp:LatinAmericaBeveragesMember 2019-01-01 2019-06-30 0001418135 kdp:AppliancesMember kdp:PackagedBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember kdp:LatinAmericaBeveragesMember 2020-04-01 2020-06-30 0001418135 kdp:NCBMember kdp:LatinAmericaBeveragesMember 2020-01-01 2020-06-30 0001418135 kdp:NCBMember kdp:CoffeeSystemsMember 2020-01-01 2020-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:pure xbrli:shares iso4217:CAD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-33829



	Keurig Dr Pepper Inc.
	(Exact name of registrant as specified in its charter)



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

	53 South Avenue
	Burlington,	Massachusetts
	01803
(Address of principal executive offices)
	(781)	418-7000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	KDP	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth 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. ☐

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 ☐ No ☒

As of July 28, 2020, there were 1,407,196,228 shares of the registrant's common stock, par value $0.01 per share, outstanding.

KEURIG DR PEPPER INC.

FORM 10-Q TABLE OF CONTENTS



				Page
Part I.	Financial Information
	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Statements of Income		1
		Condensed Consolidated Statements of Comprehensive (Loss) Income		2
		Condensed Consolidated Balance Sheets		3
		Condensed Consolidated Statements of Cash Flows		4
		Condensed Consolidated Statements of Changes in Stockholders' Equity		6
		Notes to Condensed Consolidated Financial Statements		7
		1	Background and Basis of Presentation	7
		2	Long-Term Obligations and Borrowing Arrangements	8
		3	Goodwill and Other Intangible Assets	10
		4	Investments in Unconsolidated Affiliates	12
		5	Restructuring and Integration Costs	12
		6	Income Taxes	13
		7	Derivatives	13
		8	Leases	16
		9	Earnings Per Share	18
		10	Stock-Based Compensation	19
		11	Accumulated Other Comprehensive Income (Loss)	19
		12	Trade Accounts Receivables, net	20
		13	Other Financial Information	20
		14	Commitments and Contingencies	22
		15	Related Parties	24
		16	Segments	24
		17	Revenue Recognition	25
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		27
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		54
	Item 4.	Controls and Procedures		55

Part II.	Other Information
	Item 1.	Legal Proceedings		56
	Item 1A.	Risk Factors		56
	Item 6.	Exhibits		57

s-i

KEURIG DR PEPPER INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2020

MASTER GLOSSARY



Term		Definition
2009 Incentive Plan		Keurig Dr Pepper Inc. Omnibus Incentive Plan of 2009 (formerly known as the Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2009)
2019 Incentive Plan		Keurig Dr Pepper Inc. Omnibus Incentive Plan of 2019
2019 KDP Term Loan		The Company refinanced the 2018 KDP Term Loan on February 8, 2019 and entered into the 2019 KDP Term Loan Agreement
2019 364-Day Credit Agreement		The Company's $750 million credit agreement, which was entered into on May 29, 2019
2020 364-Day Credit Agreement		The Company's $1,500 million credit agreement, which was entered into on April 12, 2020
2030 Notes		$750 million aggregate principal amount of 3.20% senior unsecured notes due May 1, 2030
2050 Notes		$750 million aggregate principal amount of 3.80% senior unsecured notes due May 1, 2050
A Shoc		Adrenaline Shoc
ABI		Anheuser-Busch InBev SA/NV
Annual Report		Annual Report on Form 10-K for the year ended December 31, 2019
AOCI		Accumulated other comprehensive income or loss
ASU		Accounting Standards Update
ASU 2016-13		Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
ASU 2018-13		Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements
ASU 2020-01		Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815
ASU 2020-04		Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
Bai Acquisition		The acquisition of Bai by DPS
Bedford		Bedford Systems, LLC
Big Red Acquisition		The acquisition of Big Red by KDP
BodyArmor		BA Sports Nutrition, LLC
bps		basis points
Company		Keurig Dr Pepper Inc.
Core		Core Nutrition LLC
Core Acquisition		The acquisition of Core by KDP
CSD		Carbonated soft drink
DIO		Days inventory outstanding
DPO		Days of payables outstanding
DPS		Dr Pepper Snapple Group, Inc.
DPS Merger		The acquisition of DPS by Maple, whereby Merger Sub merged with and into Maple, with Maple surviving the merger as a wholly-owned subsidiary of DPS as of July 9, 2018
DPS Merger Agreement		The Agreement and Plan of Merger by and among DPS, Maple and Merger Sub to effect the DPS Merger
DSD		Direct Store Delivery
DSO		Days sales outstanding
EPS		Earnings per share
Exchange Act		Securities Exchange Act of 1934, as amended
FASB		Financial Accounting Standards Board
FX		Foreign exchange
IRi		Information Resources, Inc.
JAB		JAB Holding Company S.a.r.l.
KDP		Keurig Dr Pepper Inc.

s-ii

KEURIG DR PEPPER INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2020



KDP Credit Agreements		Collectively, the KDP Revolver, the 2019 364-Day Credit Agreement, the 2020 364-Day Credit Agreement and the 2019 KDP Term Loan
KDP Revolver		The Company's $2,400 million revolving credit facility, which was entered into on February 28, 2018
KGM		Keurig Green Mountain, Inc.
LIBOR		London Interbank Offered Rate
Maple		Maple Parent Holdings Corp.
Merger Sub		Salt Merger Sub, Inc.
NCB		Non-carbonated beverage
Notes		Collectively, the Company's senior unsecured notes
Parent		Keurig Dr Pepper, Inc.
Peet's		Peet's Coffee & Tea, Inc.
PET		Polyethylene terephthalate
Proposition 65		The State of California's Safe Drinking Water and Toxic Enforcement Act of 1986
PRMB		Post-retirement medical benefit
RSU		Restricted stock unit
RTD		Ready to drink
S&P		Standard & Poors
SEC		Securities and Exchange Commission
SG&A		Selling, general and administrative
U.S.		United States
U.S. GAAP		Accounting principles generally accepted in the U.S.
WD		Warehouse Direct
WIP		Work-in-process

s-iii

Table of Contents

PART I - FINANCIAL INFORMATION


ITEM 1.	Financial Statements (Unaudited)

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)



	Second Quarter					First Six Months
(in millions, except per share data)	2020			2019		2020			2019
Net sales	$	2,864		$	2,812	$	5,477		$	5,316
Cost of sales	1,302			1,186		2,463			2,292
Gross profit	1,562			1,626		3,014			3,024
Selling, general and administrative expenses	1,001			1,028		2,029			1,939
Other operating (income) expense, net	—			11		(42		)	—
Income from operations	561			587		1,027			1,085
Interest expense	157			170		310			339
Loss on early extinguishment of debt	2			—		4			9
Impairment on investment and note receivable	—			—		86			—
Other (income) expense, net	(4		)	1		16			6
Income before provision for income taxes	406			416		611			731
Provision for income taxes	108			102		157			187
Net income	$	298		$	314	$	454		$	544
Earnings per common share:
Basic	$	0.21		$	0.22	$	0.32		$	0.39
Diluted	0.21			0.22		0.32			0.38
Weighted average common shares outstanding:
Basic	1,407.2			1,406.7		1,407.1			1,406.5
Diluted	1,421.5			1,419.2		1,420.8			1,418.5

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Second Quarter				First Six Months
(in millions)	2020		2019		2020		2019
Comprehensive income	$	450	$	402	$	22	$	725

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



	June 30,			December 31,
(in millions, except share and per share data)	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	149		$	75
Restricted cash and restricted cash equivalents	28			26
Trade accounts receivable, net	1,010			1,115
Inventories	747			654
Prepaid expenses and other current assets	306			403
Total current assets	2,240			2,273
Property, plant and equipment, net	2,071			2,028
Investments in unconsolidated affiliates	102			151
Goodwill	19,968			20,172
Other intangible assets, net	23,785			24,117
Other non-current assets	831			748
Deferred tax assets	29			29
Total assets	$	49,026		$	49,518
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	3,377		$	3,176
Accrued expenses	940			939
Structured payables	182			321
Short-term borrowings and current portion of long-term obligations	2,256			1,593
Other current liabilities	543			445
Total current liabilities	7,298			6,474
Long-term obligations	11,849			12,827
Deferred tax liabilities	5,922			6,030
Other non-current liabilities	1,034			930
Total liabilities	26,103			26,261
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, 2,000,000,000 shares authorized, 1,407,193,674 and 1,406,852,305 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	14			14
Additional paid-in capital	21,624			21,557
Retained earnings	1,613			1,582
Accumulated other comprehensive (loss) income	(328		)	104
Total stockholders' equity	22,923			23,257
Total liabilities and stockholders' equity	$	49,026		$	49,518

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	First Six Months
(in millions)	2020			2019
Operating activities:
Net income	$	454		$	544
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	183			172
Amortization of intangibles	66			63
Other amortization expense	76			90
Provision for sales returns	20			16
Deferred income taxes	(29		)	(5		)
Employee stock-based compensation expense	42			34
Loss on early extinguishment of debt	4			9
Gain on disposal of property, plant and equipment	(40		)	(8		)
Unrealized loss (gain) on foreign currency	12			(25		)
Unrealized loss on derivatives	76			43
Equity in loss of unconsolidated affiliates	18			27
Impairment on investment and note receivable of unconsolidated affiliate	86			—
Other, net	36			8
Changes in assets and liabilities:
Trade accounts receivable	58			68
Inventories	(101		)	(56		)
Income taxes receivable and payables, net	69			64
Other current and non-current assets	(234		)	(149		)
Accounts payable and accrued expenses	260			339
Other current and non-current liabilities	6			(31		)
Net change in operating assets and liabilities	58			235
Net cash provided by operating activities	1,062			1,203
Investing activities:
Acquisitions of businesses	—			(8		)
Issuance of related party note receivable	(6		)	(14		)
Investments in unconsolidated affiliates	—			(11		)
Purchases of property, plant and equipment	(276		)	(118		)
Proceeds from sales of property, plant and equipment	202			19
Purchases of intangibles	(15		)	(4		)
Other, net	3			22
Net cash used in investing activities	(92		)	(114		)

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, Continued)



	First Six Months
(in millions)	2020			2019
Financing activities:
Proceeds from controlling shareholder stock transactions	22			—
Proceeds from unsecured credit facility	1,850			—
Proceeds from senior unsecured notes	1,500			—
Proceeds from term loan	—			2,000
Net (payment) issuance of commercial paper	(836		)	381
Proceeds from structured payables	86			78
Payments on structured payables	(227		)	(9		)
Payments on senior unsecured notes	(250		)	(250		)
Payment on unsecured credit facility	(1,850		)	—
Payments on term loan	(730		)	(2,848		)
Payments on finance leases	(24		)	(19		)
Cash dividends paid	(423		)	(423		)
Other, net	(19		)	10
Net cash used in financing activities	(901		)	(1,080		)
Cash, cash equivalents, restricted cash and restricted cash equivalents — net change from:
Operating, investing and financing activities	69			9
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(3		)	12
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	111			139
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	177		$	160

Supplemental cash flow disclosures of non-cash investing activities:
Measurement period adjustment of Core purchase price	$	—		$	(11	)
Capital expenditures included in accounts payable and accrued expenses	180			205
Purchases of intangibles	—			2
Supplemental cash flow disclosures of non-cash financing activities:
Dividends declared but not yet paid	212			212
Finance lease additions	26			30
Supplemental cash flow disclosures:
Cash paid for interest	240			272
Cash paid for income taxes	118			142

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)



	Common Stock Issued			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
(in millions, except per share data)	Shares	Amount		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of January 1, 2020	1,406.8	$	14	$	21,557	$	1,582		$	104		$	23,257
Net income	—	—		—		156			—			156
Other comprehensive loss	—	—		—		—			(584		)	(584		)
Dividends declared, $0.15 per share	—	—		—		(211		)	—			(211		)
Shares issued under employee stock-based compensation plans and other	0.3	—		—		—			—			—
Stock-based compensation and stock options exercised	—	—		22		—			—			22
Balance as of March 31, 2020	1,407.1	14		21,579		1,527			(480		)	22,640
Net income	—	—		—		298			—			298
Other comprehensive income	—	—		—		—			152			152
Dividends declared, $0.15 per share	—	—		—		(212		)	—			(212		)
Proceeds from controlling shareholder stock transactions	—	—		22		—			—			22
Shares issued under employee stock-based compensation plans and other	0.1	—		—		—			—			—
Stock-based compensation and stock options exercised	—	—		23		—			—			23
Balance as of June 30, 2020	1,407.2	$	14	$	21,624	$	1,613		$	(328	)	$	22,923

Balance as of January 1, 2019	1,405.9	$	14	$	21,471	$	1,178		$	(130	)	$	22,533
Adoption of new accounting standards	—	—		—		(5		)	—			(5		)
Net income	—	—		—		230			—			230
Other comprehensive income	—	—		—		—			93			93
Dividends declared, $0.15 per share	—	—		—		(211		)	—			(211		)
Measurement period adjustment	—	—		11		—			—			11
Shares issued under stock-based compensation plans and other	0.8	—		—		—			—			—
Stock-based compensation and stock options exercised	—	—		23		—			—			23
Balance as of March 31, 2019	1,406.7	14		21,505		1,192			(37		)	22,674
Net income	—	—		—		314			—			314
Other comprehensive income	—	—		—		—			88			88
Dividends declared, $0.15 per share	—	—		—		(212		)	—			(212		)
Stock-based compensation and stock options exercised	—	—		19		—			—			19
Balance as of June 30, 2019	1,406.7	$	14	$	21,524	$	1,294		$	51		$	22,883

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

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

ORGANIZATION

On January 29, 2018, DPS entered into the DPS Merger Agreement by and among DPS, Maple and Merger Sub. The DPS Merger was consummated on July 9, 2018, at which time DPS changed its name to "Keurig Dr Pepper Inc.".

References in this Quarterly Report on Form 10-Q to "KDP" or "the Company" refer to Keurig Dr Pepper Inc. and all entities included in the unaudited condensed consolidated financial statements. Definitions of terms used in this Quarterly Report on Form 10-Q are included within the Master Glossary.

This Quarterly Report on Form 10-Q refers to some of KDP's 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 KDP 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 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. These unaudited condensed consolidated financial statements should be read in conjunction with KDP's consolidated financial statements and accompanying notes, included in the Company's Annual Report.

Except as otherwise specified, references to the "second quarter" indicate the Company's quarterly periods ended June 30, 2020 and 2019.

PRINCIPLES OF CONSOLIDATION

KDP 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 KDP's 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 or similar governing body, participation in policy-making decisions and material intercompany transactions. KDP eliminates from its financial results all intercompany transactions between entities included in the unaudited condensed consolidated financial statements.

USE OF ESTIMATES

The process of preparing KDP's 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

The Company reclassified the following amounts in the unaudited condensed consolidated Statement of Cash Flows for the first six months of 2019 in order to conform to current year presentation:



(in millions)	Prior Presentation	Revised Presentation	For the First Six Months of 2019
Net cash provided by operating activities:
Amortization of intangibles	Amortization expense	Amortization of intangibles	$	63
Other amortization expense⁽¹⁾	Amortization expense	Other amortization expense	90
Gain on disposal of property, plant and equipment	Other, net	Gain on disposal of property, plant and equipment	(8		)
Amortization of deferred financing fees	Amortization expense	Other, net	6
Amortization of bond fair value	Amortization expense	Other, net	13


(1)	Primarily includes amortization of customer rebates and upfront payments.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

RECENTLY ISSUED ACCOUNTING STANDARDS

In January 2020, the FASB issued ASU 2020-01. The objective of ASU 2020-01 is to clarify the interaction of the accounting for equity securities, investments accounted for under the equity method of accounting and the accounting for certain forward contracts and purchased options accounted under different topics in U.S. GAAP. ASU 2020-01 is effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-01 but expects the impact to be immaterial to KDP's consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04. The objective of ASU 2020-04 is to provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective and can be elected for all entities from the issuance date of the ASU through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 to KDP's consolidated financial statements.

RECENTLY ADOPTED PROVISIONS OF U.S. GAAP

Credit Losses

As of January 1, 2020, the Company adopted ASU 2016-13, which replaced the incurred loss methodology with an expected loss methodology. The objective of ASU 2016-13 was to provide for a new impairment model which requires measurement and recognition of current expected credit losses (CECL) for most financial assets held. The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost, which means that results for reporting periods beginning after January 1, 2020 are presented under ASU 2016-13 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The adoption of ASU 2016-13 did not have an impact on the Company's unaudited condensed consolidated financial statements.

Refer to Note 13 for additional information.

Other Accounting Standards

As of January 1, 2020, the Company adopted ASU 2018-13. The objective of ASU 2018-13 is to improve the disclosures related to fair value measurement by removing, modifying, or adding disclosure requirements related to recurring and non-recurring fair value measurements. The adoption of ASU 2018-13 did not have an impact on the Company's unaudited condensed consolidated financial statements.

2. Long-term Obligations and Borrowing Arrangements

The following table summarizes the Company's long-term obligations:



(in millions)	June 30, 2020			December 31, 2019
Senior unsecured notes	$	13,049		$	11,802
Term loan	646			1,372
Subtotal	13,695			13,174
Less - current portion	(1,846		)	(347		)
Long-term obligations	$	11,849		$	12,827

The following table summarizes the Company's short-term borrowings and current portion of long-term obligations:



(in millions)	June 30, 2020		December 31, 2019
Commercial paper notes	$	410	$	1,246
Revolving credit facilities	—		—
Current portion of long-term obligations:
Senior unsecured notes	1,748		250
Term loan	98		97
Short-term borrowings and current portion of long-term obligations	$	2,256	$	1,593

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

SENIOR UNSECURED NOTES

The Company's Notes consisted of the following:



(in millions)
Issuance	Maturity Date	Rate	June 30, 2020			December 31, 2019
2020 Notes⁽¹⁾	January 15, 2020	2.000%	$	—		$	250
2021 Merger Notes	May 25, 2021	3.551%	1,750			1,750
2021-A Notes	November 15, 2021	3.200%	250			250
2021-B Notes	November 15, 2021	2.530%	250			250
2022 Notes	November 15, 2022	2.700%	250			250
2023 Merger Notes	May 25, 2023	4.057%	2,000			2,000
2023 Notes	December 15, 2023	3.130%	500			500
2025 Merger Notes	May 25, 2025	4.417%	1,000			1,000
2025 Notes	November 15, 2025	3.400%	500			500
2026 Notes	September 15, 2026	2.550%	400			400
2027 Notes	June 15, 2027	3.430%	500			500
2028 Merger Notes	May 25, 2028	4.597%	2,000			2,000
2030 Notes⁽²⁾	May 1, 2030	3.200%	750			—
2038 Notes	May 1, 2038	7.450%	125			125
2038 Merger Notes	May 25, 2038	4.985%	500			500
2045 Notes	November 15, 2045	4.500%	550			550
2046 Notes	December 15, 2046	4.420%	400			400
2048 Merger Notes	May 25, 2048	5.085%	750			750
2050 Notes⁽²⁾	May 1, 2050	3.800%	750			—
Principal amount			$	13,225		$	11,975
Adjustment from principal amount to carrying amount⁽³⁾			(176		)	(173		)
Carrying amount			$	13,049		$	11,802


(1)	On January 15, 2020, the Company repaid the 2020 Notes at maturity, using commercial paper notes.

(2)

On April 13, 2020, the Company completed the issuance of $1.5 billion aggregate principal amount of senior unsecured notes consisting of $750 million aggregate principal amount of 3.200% senior unsecured notes due May 1, 2030 and $750 million aggregate principal amount of 3.800% senior unsecured notes due May 1, 2050. The discount associated with the 2030 Notes and the 2050 Notes was approximately $6 million. The net proceeds from the issuance were used to repay outstanding borrowings under the KDP Revolver.


(3)	The carrying amount includes unamortized discounts, debt issuance costs and fair value adjustments related to the DPS Merger.

BORROWING ARRANGEMENTS

The KDP Credit Agreements consisted of the following carrying values and estimated fair values that are not required to be measured at fair value in the unaudited Condensed Consolidated Balance Sheets:



(in millions)		June 30, 2020					December 31, 2019
Issuance	Maturity Date	Available Balances		Carrying Value			Carrying Value
2019 KDP Term Loan⁽¹⁾	February 2023	$	—	$	650		$	1,380
KDP Revolver⁽²⁾	February 2023	2,400		—			—
2019 364-Day Credit Agreement	May 2020	—		—			—
2020 364-Day Credit Agreement	April 2021	1,500		—			—
Principal amount				$	650		$	1,380
Unamortized discounts and debt issuance costs				(4		)	(8		)
Carrying amount				$	646		$	1,372

(1)

During the first quarter of 2020, the Company borrowed $380 million of commercial paper to voluntarily prepay a portion of its outstanding obligations under the 2019 KDP Term Loan. During the second quarter of 2020, the Company voluntarily prepaid an additional $300 million of its outstanding obligations with cash on hand. As a result of these voluntary prepayments, the Company recorded $2 million and $4 million losses on early extinguishment during the second quarter and first six months of 2020, respectively.


(2)	The KDP Revolver has $200 million letters of credit availability and none utilized as of June 30, 2020.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

On April 14, 2020, the Company terminated the 2019 364-Day Credit Agreement and replaced it with the 2020 364-Day Credit Agreement in order to increase the commitment from $750 million to $1.5 billion. The 2020 364-Day Credit Agreement is unsecured, and its proceeds may be used for general corporate purposes. The interest rate applicable to borrowings under the 2020 364-Day Credit Agreement ranges from a rate equal to LIBOR plus a margin of 2.250% to 2.750% or a base rate plus a margin of 1.250% to 1.750%, depending on the rating of certain index debt of the Company. The 2020 364-Day Credit Agreement will mature on April 13, 2021.

As of June 30, 2020, the Company was in compliance with all financial covenant requirements relating to the KDP Credit Agreements.

Commercial Paper Program

The following table provides information about the Company's weighted average borrowings under its commercial paper program:



	Second Quarter						First Six Months
(in millions, except %)	2020			2019			2020			2019
Weighted average commercial paper borrowings	$	497		$	2,074		$	1,081		$	1,911
Weighted average borrowing rates	1.10		%	2.76		%	1.68		%	2.83		%

Letter of Credit Facility

In addition to the portion of the KDP Revolver reserved for issuance of letters of credit, the Company has an incremental letter of credit facility. Under this facility, $100 million is available for the issuance of letters of credit, $44 million of which was utilized as of June 30, 2020 and $56 million of which remains available for use.

FAIR VALUE DISCLOSURES

The fair values of each of the Company's commercial paper notes, the 2019 KDP Term Loan, the KDP Revolver, the 2019 364-Day Credit Agreement and the 2020 364-Day Credit Agreement approximate the carrying value and are considered Level 2 within the fair value hierarchy.

The fair values of the Company's Notes are based on current market rates available to the Company and are considered Level 2 within the fair value hierarchy. 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 the Notes and related unamortized costs to be incurred at such date. The fair value of the Company's Notes was $14,990 million and $12,898 million as of June 30, 2020 and December 31, 2019, respectively.

3. Goodwill and Other Intangible Assets

GOODWILL

Changes in the carrying amount of goodwill by reportable segment are as follows:



(in millions)	Coffee Systems			Packaged Beverages			Beverage Concentrates			Latin America Beverages			Total
Balance as of January 1, 2020	$	9,775		$	5,301		$	4,526		$	570		$	20,172
Foreign currency translation	(51		)	(29		)	(19		)	(105		)	(204		)
Balance as of June 30, 2020	$	9,724		$	5,272		$	4,507		$	465		$	19,968

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

INTANGIBLE ASSETS OTHER THAN GOODWILL

The net carrying amounts of intangible assets other than goodwill with indefinite lives are as follows:



(in millions)	June 30, 2020		December 31, 2019
Brands⁽¹⁾	$	19,673	$	19,948
Trade names	2,479		2,479
Contractual arrangements	121		122
Distribution rights	19		16
Total	$	22,292	$	22,565


(1)	The decrease of $275 million in brands with indefinite lives was due to foreign currency translation during the first six months of 2020.

The net carrying amounts of intangible assets other than goodwill with definite lives are as follows:



	June 30, 2020							December 31, 2019
(in millions)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Acquired technology	$	1,146	$	(292	)	$	854	$	1,146	$	(255	)	$	891
Customer relationships	633		(118		)	515		638		(102		)	536
Trade names	127		(62		)	65		128		(55		)	73
Contractual arrangements	24		(4		)	20		24		(3		)	21
Brands	21		(3		)	18		10		(2		)	8
Distribution rights	24		(3		)	21		24		(1		)	23
Total	$	1,975	$	(482	)	$	1,493	$	1,970	$	(418	)	$	1,552

Amortization expense for intangible assets with definite lives was as follows:



	Second Quarter				First Six Months
(in millions)	2020		2019		2020		2019
Amortization expense for intangible assets with definite lives	$	33	$	32	$	66	$	63

Amortization expense of these intangible assets over the remainder of 2020 and the next five years is expected to be as follows:



	Remainder of 2020		For the Years Ending December 31,
(in millions)	Remainder of 2020		2021		2022		2023		2024		2025
Expected amortization expense for intangible assets with definite lives	$	66	$	132	$	132	$	131	$	122	$	111

IMPAIRMENT TESTING

KDP 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. The Company did not identify any circumstances, including the ongoing COVID-19 pandemic, that indicated that the carrying amount of any goodwill or any intangible asset may not be recoverable as of June 30, 2020.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

4. Investments in Unconsolidated Affiliates

The following table summarizes investments in unconsolidated affiliates as of June 30, 2020 and December 31, 2019:



			June 30,		December 31,
(in millions)	Ownership Interest		2020		2019
BodyArmor	12.5	%	$	51	$	52
Bedford	30.0	%	—		46
Dyla LLC	12.4	%	13		13
Force Holdings LLC	33.3	%	5		5
Beverage startup companies	(various)		28		30
Other	(various)		5		5
Investments in unconsolidated affiliates			$	102	$	151

Impairment of Bedford Investment and Related Party Note Receivable

The Company and ABI, in conjunction with the creation of Bedford, had executed a line of credit agreement with Bedford on March 3, 2017, which was amended on December 7, 2018 to increase the line of credit. The Company committed and funded the $51 million capacity, which incurs a fixed interest rate of 8.1% per annum. The credit agreement with Bedford matures on March 3, 2024.

In March 2020, the Company reduced its expectation of future operating performance for Bedford based on COVID-19 and a new revised five-year projection from the management of Bedford that projected the possibility of profitability two years later than previously anticipated. As a result of these indicators of impairment, the Company tested the Bedford investment for an other-than-temporary impairment using a discounted cash flow framework with multiple scenarios, including the conversion of the note receivable into equity. The results of its analysis indicated that the note receivable of $55 million was fully impaired and the investment in unconsolidated affiliates was impaired by $31 million, which was recorded on the Impairment on investment and note receivable line in the Condensed Consolidated Statements of Income. As a result of the other-than-temporary impairment, the Company has placed the note receivable in non-accrual status.

5. Restructuring and Integration Costs

The Company implements restructuring programs from time to time and incurs costs that are designed to improve operating effectiveness and lower costs. When the Company implements these programs, the Company incurs expenses, such as employee separations, lease terminations and other direct exit costs, that qualify as exit and disposal costs under U.S. GAAP.

The Company also incurs expenses that are an integral component of, and directly attributable to, its restructuring activities, which do not qualify as exit and disposal costs, such as accelerated depreciation, asset impairments, implementation costs and other incremental costs. These costs are recorded within SG&A expenses on the income statement and are held primarily within unallocated corporate costs.

Restructuring and integration charges incurred on the defined programs were as follows:



	Second Quarter				First Six Months
(in millions)	2020		2019		2020		2019
Keurig 2.0 exit	$	—	$	—	$	—	$	1
DPS integration program	52		32		105		92
Total restructuring and integration charges	$	52	$	32	$	105	$	93

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses on the unaudited condensed consolidated financial statements. Restructuring liabilities as of June 30, 2020 along with charges to expense, cash payments and non-cash charges for the period specific to the DPS Integration Program were as follows:



(in millions)	Workforce Reduction Costs
Balance as of January 1, 2020	$	15
Charges to expense	18
Cash payments	(11		)
Non-cash adjustment items	(4		)
Balance as of June 30, 2020	$	18

RESTRUCTURING PROGRAMS

DPS Integration Program

As part of the DPS Merger, the Company developed a program to deliver $600 million in synergies over a three-year period through supply chain optimization, reduction of indirect spend through new economies of scale, elimination of duplicative support functions and advertising and promotion optimization. The Company expects to incur total cash expenditures of $750 million, comprised of both capital expenditures and expense, and expects to complete the program by 2021. The restructuring and integration program resulted in cumulative pre-tax charges of approximately $492 million, primarily consisting of professional fees related to the integration and transformation and costs associated with severance and employee terminations, through June 30, 2020.

6. Income Taxes

Our effective tax rates were as follows:



	Second Quarter				First Six Months
(in millions)	2020		2019		2020		2019
Effective tax rate	26.6	%	24.5	%	25.7	%	25.6	%

For the second quarter of 2020, the provision for income taxes was higher than the second quarter of 2019 primarily due to the decrease in the valuation of the Company's deferred tax liabilities and decrease of income tax reserves in the second quarter of 2019.

For the first six months of 2020, the provision for income taxes was higher than the first six months of 2019 primarily due to the tax benefit received in the first six months of 2019 from the valuation allowance release on realizability of foreign net operating loss carryforwards, which was offset by the tax benefit received from the Company’s jurisdictional income mix through the first six months of 2020.

7. Derivatives

KDP is exposed to market risks arising from adverse changes in interest rates, commodity prices, and FX rates. KDP manages these risks through a variety of strategies, including the use of interest rate contracts, FX forward contracts, commodity forward, future, swap and option contracts and supplier pricing agreements. KDP does not hold or issue derivative financial instruments for trading or speculative purposes.

KDP formally designates and accounts for certain foreign exchange forward contracts that meet established accounting criteria under U.S. GAAP as cash flow hedges. For such contracts, the effective portion of the gain or loss on the derivative instruments is recorded, net of applicable taxes, in AOCI. 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 AOCI is reclassified to net income. Cash flows from derivative instruments designated in a qualifying hedging relationship are classified in the same category as the cash flows from the hedged items. If a 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 AOCI would be reclassified to earnings at that time.

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.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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, the Company has not experienced material 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.

INTEREST RATES

Economic Hedges

The Company is exposed to interest rate risk related to its borrowing arrangements and obligations. The Company enters into interest rate swaps to provide predictability in the Company's overall cost structure, including both receive-fixed, pay-variable and receive-variable, pay-fixed swaps. 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 earnings throughout the term of the derivative instrument and are reported in interest expense in the unaudited Condensed Consolidated Statements of Income. As of June 30, 2020, all interest rate swap contracts will mature in March 2025.

FOREIGN EXCHANGE

The Company's Canadian and Mexican businesses purchase certain inventory through transactions denominated and settled in U.S. dollars, a currency different from the functional currency of those businesses. The Company additionally has a subsidiary in Canada with intercompany notes denominated and settled in U.S. dollars, a currency different from the functional currency of the Canadian business. The accounts payable related to the inventory purchases and the intercompany notes are subject to exposure from movements in exchange rates.

Economic Hedges

During the second quarter and first six months of 2020 and 2019, the Company held FX forward contracts to economically manage the balance sheet exposures resulting from changes in the FX exchange rates described above. The intent of these FX contracts is to minimize the impact of FX risk associated with balance sheet positions not in local currency. In these cases, a 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 earnings throughout the term of the derivative instrument and are reported in the same caption of the unaudited Condensed Consolidated Statements of Income as the associated risk. These FX contracts have maturities ranging from July 2020 to September 2024 as of June 30, 2020.

Cash Flow Hedges

Beginning in the second quarter of 2020, the Company began to designate certain FX forward contracts related to inventory purchases of the Mexican businesses as cash flow hedges in order to manage the exposures resulting from changes in the FX rates described above. The intent of these FX contracts is to provide predictability in the Company's overall cost structure. These FX contracts, carried at fair value, have maturities ranging from October 2020 to December 2020 as of June 30, 2020.

COMMODITIES

Economic Hedges

KDP centrally manages the exposure to volatility in the prices of certain commodities used in its production process and transportation through various derivative contracts. The intent of these contracts is to provide a certain level of predictability in the Company's overall cost structure. During the second quarter and first six months of 2020 and 2019, the Company held forward, future, swap and option contracts that economically hedged certain of its risks. In these cases, a 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 earnings 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 income from operations. These commodity contracts have maturities ranging from July 2020 to December 2022 as of June 30, 2020.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS

The following table presents the notional amounts of the Company's outstanding derivative instruments by type:



	June 30,		December 31,
(in millions)	2020		2019
Interest rate contracts
Receive-fixed, pay-variable interest rate swaps⁽¹⁾	$	—	$	50
Receive-variable, pay-fixed interest rate swaps⁽²⁾	450		575
FX contracts
Forward contracts, not designated as hedging instruments	464		523
Forward contracts, designated as cash flow hedges	21		—
Commodity contracts	580		150


(1)	During the first six months of 2020, the Company elected to terminate $50 million notional amount of receive-fixed, pay-variable interest rate swaps and received cash of $18 million.


(2)	During the first six months of 2020, the Company elected to terminate $575 million notional amount of receive-variable, pay-fixed interest rate swaps and received cash of $2 million.

FAIR VALUE OF DERIVATIVE INSTRUMENTS

The fair values of commodity contracts, interest rate contracts and FX 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 contracts are valued using the market approach based on observable market transactions, primarily underlying commodities futures or physical index prices, at the reporting date. Interest rate contracts are valued using models based primarily on readily observable market parameters, such as LIBOR forward rates, for all substantial terms of the Company's contracts and credit risk of the counterparties. The fair value of FX forward contracts are valued using quoted forward FX prices at the reporting date. Therefore, the Company has categorized these contracts as Level 2.

Not Designated as Hedging Instruments

The following table summarizes the fair value hierarchy and the location of the fair value of the Company's derivative instruments which are not designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets:



(in millions)	Fair Value Hierarchy Level	Balance Sheet Location	June 30, 2020		December 31, 2019
Assets:
Interest rate contracts	2	Prepaid expenses and other current assets	$	—	$	1
FX contracts	2	Prepaid expenses and other current assets	7		—
Commodity contracts	2	Prepaid expenses and other current assets	6		30
Interest rate contracts	2	Other non-current assets	—		18
FX contracts	2	Other non-current assets	9		—
Commodity contracts	2	Other non-current assets	3		1

Liabilities:
Interest rate contracts	2	Other current liabilities	$	2	$	—
FX contracts	2	Other current liabilities	1		2
Commodity contracts	2	Other current liabilities	44		10
Interest rate contracts	2	Other non-current liabilities	6		—
FX contracts	2	Other non-current liabilities	—		3
Commodity contracts	2	Other non-current liabilities	16		1

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Designated as Hedging Instruments

The following table summarizes the fair value hierarchy and the location of the fair value of the Company's derivative instruments which are designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets:



(in millions)	Fair Value Hierarchy Level	Balance Sheet Location	June 30, 2020		December 31, 2019
Assets:
FX contracts	2	Prepaid expenses and other current assets	$	1	$	—

IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS

The following table presents the amount of (gains) losses recognized in the unaudited Condensed Consolidated Statements of Income related to derivative instruments not designated as hedging instruments under U.S. GAAP during the periods presented. Amounts include both realized and unrealized gains and losses.



		Second Quarter						First Six Months
(in millions)	Income Statement Location	2020			2019			2020			2019
Interest rate contracts	Interest expense	$	5		$	2		$	9		$	4
FX contracts	Cost of sales	3			1			(20		)	3
FX contracts	Other (income) expense, net	5			—			(12		)	6
Commodity contracts	Cost of sales	34			(3		)	51			12
Commodity contracts	SG&A expenses	(9		)	2			36			(12		)
Total		$	38		$	2		$	64		$	13

IMPACT OF CASH FLOW HEDGES

The following table presents the impact of derivative instruments designated as cash flow hedging instruments under U.S. GAAP:



	Second Quarter				First Six Months
(in millions)	2020		2019		2020		2019
FX contracts designated as hedges:
Amount of gain recognized in other comprehensive income⁽¹⁾	$	1	$	—	$	1	$	—


(1)	Amounts expected to be reclassified into net income during the next twelve months.

There was no hedge ineffectiveness during the periods presented.

8. Leases

The Company leases certain facilities and machinery and equipment, including fleet. These leases expire at various dates through 2044. Some lease agreements contain standard renewal provisions that allow the Company to renew the lease at rates equivalent to fair market value at the end of the lease term. The Company's lease agreements do not contain any material residual value guarantees or restrictive covenants, except for leases of certain manufacturing properties that contain residual value guarantees at the end of the term. KDP has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The following table presents the components of lease cost:



	Second Quarter					First Six Months
(in millions)	2020		2019			2020			2019
Operating lease cost	$	28	$	20		$	56		$	40
Finance lease cost
Amortization of right-of-use assets	11		10			22			20
Interest on lease liabilities	3		3			7			7
Variable lease cost⁽¹⁾	7		8			13			14
Short-term lease cost	1		2			1			3
Sublease income	—		(1		)	(1		)	(1		)
Total lease cost	$	50	$	42		$	98		$	83


(1)	Variable lease cost primarily consists of common area maintenance costs, property taxes, and adjustments for inflation.

The following table presents supplemental cash flow information about the Company's leases:



	First Six Months
(in millions)	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	49	$	38
Operating cash flows from finance leases	7		7
Financing cash flows from finance leases	24		19

The following table presents information about the Company's weighted average discount rate and remaining lease term:



	June 30, 2020		December 31, 2019
Weighted average discount rate
Operating leases	4.6	%	4.6	%
Finance leases	4.9	%	5.1	%
Weighted average remaining lease term
Operating leases	11 years		10 years
Finance leases	11 years		12 years

Future minimum lease payments for non-cancellable leases that have commenced and are reflected on the unaudited Condensed Consolidated Balance Sheets as of June 30, 2020 were as follows:



(in millions)	Operating Leases			Finance Leases
Remainder of 2020	$	47		$	28
2021	89			50
2022	77			44
2023	69			39
2024	66			36
2025	60			33
Thereafter	354			165
Total future minimum lease payments	762			395
Less: imputed interest	(166		)	(90		)
Present value of minimum lease payments	$	596		$	305

SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED

As of June 30, 2020, the Company has entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $670 million. These leases are expected to commence between the third quarter of 2020 and first quarter of 2021, with initial lease terms ranging from 7 years to 20 years.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

ASSET SALE-LEASEBACK TRANSACTIONS

On January 6, 2020, the Company closed an asset sale-leaseback transaction on two manufacturing properties as the buyer obtained control. The Company received proceeds of approximately $150 million, net of selling costs for the properties, which had a carrying value of $131 million, and resulted in an approximately $19 million gain on the sale transaction. The initial term of the leaseback is expected to end during 2034 and has two 10-year renewal options. The renewal options are not reasonably assured as (i) the Company's position that the dynamic environment in which it operates precludes the Company's ability to be reasonably certain of exercising the renewal options in the distant future and (ii) the options are contingent as the Company must remain investment grade and a change-in-control has not occurred as of the end of the lease term. The leaseback has a residual value guarantee; however, the Company concluded it was not probable that the Company will owe an amount at the end of the lease term and will record the lease obligation excluding the residual value guarantee.

On January 10, 2020, the Company closed the asset sale-leaseback transaction on two distribution properties as the buyer obtained control. The Company received proceeds of approximately $50 million, net of selling costs for the properties, which had a carrying value of $27 million, and resulted in an approximately $23 million gain on the sale transaction. The term of the leaseback is expected to end in 2025 and has two three-year renewals.

9. Earnings Per Share

The following table presents the Company's basic and diluted EPS and shares outstanding:



	Second Quarter				First Six Months
(in millions, except per share data)	2020		2019		2020		2019
Basic EPS:
Net income	$	298	$	314	$	454	$	544
Weighted average common shares outstanding	1,407.2		1,406.7		1,407.1		1,406.5
Earnings per common share — basic	$	0.21	$	0.22	$	0.32	$	0.39
Diluted EPS:
Net income	$	298	$	314	$	454	$	544
Weighted average common shares outstanding	1,407.2		1,406.7		1,407.1		1,406.5
Effect of dilutive securities:
Stock options	0.3		0.5		0.4		0.7
RSUs	14.0		12.0		13.3		11.3
Weighted average common shares outstanding and common stock equivalents	1,421.5		1,419.2		1,420.8		1,418.5
Earnings per common share — diluted	$	0.21	$	0.22	$	0.32	$	0.38

Anti-dilutive shares excluded from the diluted weighted average shares outstanding calculation	0.3		0.1		0.3		0.1

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

10. Stock-Based Compensation

Stock-based compensation expense is primarily recorded in SG&A expenses in the unaudited Condensed Consolidated Statements of Income. The components of stock-based compensation expense are presented below:



	Second Quarter						First Six Months
(in millions)	2020			2019			2020			2019
Total stock-based compensation expense	$	23		$	20		$	42		$	34
Income tax benefit recognized in the Statements of Income	(4		)	(4		)	(8		)	(7		)
Stock-based compensation expense, net of tax	$	19		$	16		$	34		$	27

RESTRICTED STOCK UNITS

The table below summarizes RSU activity:



	RSUs		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2019	21,492,786		$	18.14	2.6	$	622
Granted	5,933,438		23.21
Vested and released	(26,155	)	24.84			1
Forfeited	(913,680	)	20.18
Outstanding as of June 30, 2020	26,486,389		$	19.20	2.4	$	752

As of June 30, 2020, there was $328 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of 3.81 years.

11. Accumulated Other Comprehensive Income (Loss)

The following table provides a summary of changes in AOCI, net of taxes:



(in millions)	Foreign Currency Translation Adjustments			Pension and PRMB Liabilities			Cash Flow Hedges		Accumulated Other Comprehensive Income (Loss)
Balance as of April 1, 2020	$	(479	)	$	(1	)	$	—	$	(480	)
Other comprehensive income	151			—			1		152
Balance as of June 30, 2020	$	(328	)	$	(1	)	$	1	$	(328	)

Balance as of January 1, 2020	$	104		$	—		$	—	$	104
Other comprehensive income (loss)	(432		)	(1		)	1		(432		)
Balance as of June 30, 2020	$	(328	)	$	(1	)	$	1	$	(328	)

Balance as of April 1, 2019	$	(33	)	$	(4	)	$	—	$	(37	)
Other comprehensive income	88			—			—		88
Balance as of June 30, 2019	$	55		$	(4	)	$	—	$	51

Balance as of January 1, 2019	$	(126	)	$	(4	)	$	—	$	(130	)
Other comprehensive income	181			—			—		181
Balance as of June 30, 2019	$	55		$	(4	)	$	—	$	51

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

12. Trade Accounts Receivables, Net

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The Company is exposed to potential credit risks associated with its accounts receivable, as it generally does not require collateral on its accounts receivable. The Company determines the required allowance for expected credit losses using information such as its customer credit history and financial condition, industry and market segment information, credit reports, and economic trends and conditions such as the impacts of COVID-19 in the first six months of 2020. Allowances can be affected by changes in the industry, customer credit issues or customer bankruptcies or expectations of any such events in a future period when reasonable and supportable. Historical information is utilized beyond reasonable and supportable forecast periods. Amounts are charged against the allowance when it is determined that expected credit losses may occur.

Activity in the allowance for expected credit loss accounts during the Periods was as follows:



(in millions)	Allowance for Expected Credit Loss
Balance as of January 1, 2019	$	8
Charges to bad debt expense	2
Write-offs and adjustments	(1		)
Balance as of December 31, 2019	$	9
Charges to bad debt expense	15
Write-offs and adjustments	(5		)
Balance as of June 30, 2020	$	19

13. Other Financial Information

The carrying value of cash, cash equivalents, restricted cash and restricted cash equivalents is valued as of the balance sheet date equating fair value and classified as Level 1. 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:



(in millions)	June 30, 2020		December 31, 2019
Cash and cash equivalents	$	149	$	75
Restricted cash and restricted cash equivalents⁽¹⁾	28		26
Non-current restricted cash and restricted cash equivalents included in Other non-current assets	—		10
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the unaudited Condensed Consolidated Statement of Cash Flows	$	177	$	111


(1)	Restricted cash and cash equivalents primarily represent amounts held in escrow in connection with the Core Acquisition, the Bai Acquisition and the Big Red Acquisition. Amounts held in escrow are expected to be released within one year.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The tables below provide selected financial information from the unaudited Condensed Consolidated Balance Sheets:



	June 30,			December 31,
(in millions)	2020			2019
Trade accounts receivable, net:
Trade and other accounts receivable	$	1,029		$	1,124
Allowance for expected credit losses	(19		)	(9		)
Total trade accounts receivable, net	$	1,010		$	1,115
Inventories:
Raw materials	$	271		$	215
WIP	7			8
Finished goods	492			447
Total	770			670
Allowance for excess and obsolete inventories	(23		)	(16		)
Total Inventories	$	747		$	654
Prepaid expenses and other current assets:
Other receivables	$	58		$	65
Customer incentive programs	87			12
Derivative instruments	14			31
Prepaid marketing	26			17
Spare parts	50			49
Assets held for sale⁽¹⁾	3			165
Income tax receivable	7			4
Other	61			60
Total prepaid expenses and other current assets	$	306		$	403
Other non-current assets:
Customer incentive programs	$	75		$	33
Marketable securities - trading⁽²⁾	37			40
Operating lease right-of-use assets	592			497
Derivative instruments	12			19
Equity securities without readily determinable fair values	1			1
Non-current restricted cash and restricted cash equivalents	—			10
Related party notes receivable⁽³⁾	—			50
Other	114			98
Total other non-current assets	$	831		$	748


(1)	The decrease in assets held for sale was due to the assets included in sale-leaseback transactions that closed during the period. Refer to Note 8 for additional information about the transactions. The remaining amounts were comprised of property, plant and equipment expected to be sold within the next twelve months.


(2)	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 value of marketable securities was $37 million and $40 million as of June 30, 2020 and December 31, 2019, respectively.


(3)	Refer to Note 4 for additional information.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	June 30,		December 31,
(in millions)	2020		2019
Accrued expenses:
Customer rebates & incentives	$	324	$	362
Accrued compensation	167		183
Insurance reserve	53		39
Accrued interest	60		54
Accrued professional fees	25		31
Other accrued expenses	311		270
Total accrued expenses	$	940	$	939
Other current liabilities:
Dividends payable	$	212	$	212
Income taxes payable	135		75
Operating lease liability	74		69
Finance lease liability	41		41
Derivative instruments	47		12
Holdback liabilities	25		25
Other	9		11
Total other current liabilities	$	543	$	445
Other non-current liabilities:
Pension and post-retirement liability	$	28	$	29
Insurance reserves	72		66
Operating lease liability	522		427
Finance lease liability	264		269
Derivative instruments	22		4
Deferred compensation liability	37		40
Other	89		95
Total other non-current liabilities	$	1,034	$	930

ACCOUNTS PAYABLE

KDP has an agreement with a third party administrator which allows participating suppliers to track payments from KDP, and if voluntarily elected by the supplier, to sell payment obligations from KDP to financial institutions. Suppliers can sell one or more of KDP's payment obligations at their sole discretion and the rights and obligations of KDP to its suppliers are not impacted. KDP has no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. KDP's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted. As of June 30, 2020 and December 31, 2019, $2,487 million and $2,097 million, respectively, of KDP's outstanding payment obligations were voluntarily elected by the supplier and sold to financial institutions.

14. Commitments and Contingencies

LEGAL MATTERS

The Company is involved from time to time in various claims, proceedings, and litigation. The Company establishes reserves for specific legal proceedings when the Company determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where the Company believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Antitrust Litigation

In February 2014, TreeHouse Foods, Inc. and certain affiliated entities filed suit against KDP’s wholly-owned subsidiary, KGM, in the U.S. District Court for the Southern District of New York (“SDNY”) (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al). The TreeHouse complaint asserted claims under the federal antitrust laws and various state laws, contending that Keurig had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The TreeHouse complaint sought monetary damages, declaratory relief, injunctive relief and attorneys’ fees. In March 2014, JBR, Inc. filed suit against KGM in the U.S. District Court for the Eastern District of California (JBR, Inc. v. Keurig Green Mountain, Inc.). The claims asserted and relief sought in the JBR complaint were substantially similar to the claims asserted and relief sought in the TreeHouse complaint.

Beginning in March 2014, twenty-seven putative class actions asserting similar claims and seeking similar relief were filed on behalf of purported direct and indirect purchasers of KGM’s products in various federal district courts. In June 2014, the Judicial Panel on Multidistrict Litigation granted a motion to transfer these various actions, including the TreeHouse and JBR actions, to a single judicial district for coordinated or consolidated pre-trial proceedings (the “Multidistrict Antitrust Litigation”). Consolidated putative class action complaints by direct purchaser and indirect purchaser plaintiffs were filed in July 2014. An additional class action on behalf of indirect purchasers, originally filed in the Circuit Court of Faulkner County, Arkansas (Julie Rainwater et al. v. Keurig Green Mountain, Inc.), was transferred into the Multidistrict Antitrust Litigation in November 2015. In January 2019, McLane Company, Inc. filed suit against KGM (McLane Company, Inc. v. Keurig Green Mountain, Inc.) in the SDNY asserting similar claims and was also transferred into the Multidistrict Antitrust Litigation. These actions are now pending in the SDNY (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation). Discovery in the Multidistrict Antitrust Litigation commenced in December 2017.

Separately, a statement of claim was filed in 2014 against KGM and Keurig Canada Inc. in Ontario, Canada by Club Coffee L.P., a Canadian manufacturer of single serve beverage pods, claiming damages of CDN $600 million and asserting a breach of competition law and false and misleading statements by KGM.

In July 2020, KGM reached an agreement with the putative indirect purchaser class plaintiffs in the Multidistrict Antitrust Litigation to settle the claims asserted in their complaint for $31 million. The settlement class consists of individuals and entities in the United States that purchased, from persons other than KGM and not for purposes of resale, KGM manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The agreement remains subject to court approval, prior to which putative class members will be given notice and the opportunity to opt out of the settlement.

KDP intends to vigorously defend the remaining pending lawsuits brought by Treehouse, JBR, McLane, the putative direct purchaser class and Club Coffee. At this time, the Company is unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on the Company or its operations.

Proposition 65 Litigation

In May 2011, the Council for Education and Research on Toxics filed a lawsuit in the Superior Court of the State of California, County of Los Angeles, (Council for Education and Research on Toxics v. Brad Barry LLC, et al., Case No. BC461182), alleging that KGM, in addition to nearly one hundred other defendants who manufacture, package, distribute or sell coffee, failed to warn persons in California that KGM's coffee products expose persons to the chemical acrylamide in violation of Proposition 65. Plaintiff seeks equitable relief, including providing warnings to consumers, as well as civil penalties in the amount of the statutory maximum of $2,500 per day per violation of Proposition 65. Council for Education and Research on Toxics asserts that every consumed cup of coffee, absent a compliant warning, is equivalent to a violation under Proposition 65.

KGM, as part of a joint defense group organized to defend against the lawsuit, disputes the claims of the Plaintiff. Acrylamide is not added to coffee, but is present in all coffee in small amounts (parts per billion) as a byproduct of the coffee bean roasting process. KGM has asserted multiple affirmative defenses. The case was scheduled to proceed to a third phase for trial on damages, remedies and attorneys' fees, but the California Court of Appeal granted the defendants request for a stay of the third phase trial in October 2018. The stay order was prompted by California’s Office of Environmental Health Hazard Assessment proposal of a new Proposition 65 regulation clarifying that cancer warnings are not required for chemicals, such as acrylamide, that are present in coffee as a result of roasting coffee beans. After the regulation took effect in October 2019, the Court of Appeal lifted its stay order and the litigation has continued based on, among other items, CERT’s contentions that the regulation is legally invalid and, alternatively, cannot be applied to its pending claims.

At this stage of the proceedings, the Company is unable to reasonably estimate the potential loss or effect on the Company or its operations that could be associated with the lawsuit. The trial court has discretion to impose zero penalties against the Company or to impose significant statutory penalties. Significant labeling or warning requirements that could potentially be imposed by the trial court may increase the Company's costs and adversely affect sales of coffee products.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

15. Related Parties

KDP is indirectly controlled by JAB, a privately held investor group. JAB and its affiliates have controlling investments in a number of other companies that have commercial relationships with the Company, including Peet's, Caribou Coffee Company, Inc., Panera Bread Company, Einstein Bros Bagels, and Krispy Kreme Doughnuts Inc.


•	KDP purchases certain raw materials from Peet's and manufactures coffee and tea portion packs under Peet's brands for sale by KDP and Peet's in the U.S. and Canada.


•	KDP exclusively manufactures, distributes and sells Peet's RTD beverage products in the U.S. and Canada.


•	KDP licenses the Caribou Coffee, Panera Bread and Krispy Kreme trademarks for use in the manufacturing of portion packs for the Keurig brewing system.


•	KDP sells various beverage concentrates and packaged beverages to Caribou Coffee Company, Inc., Panera Bread Company, Einstein Bros Bagels, and Krispy Kreme Doughnuts Inc. for resale to retail customers.

KDP holds investments in certain brand ownership companies, and in certain instances, the Company also has rights in specified territories to bottle and/or distribute the brands owned by such companies. KDP purchases inventory from these brand ownership companies and sells finished product to third-party customers primarily in the U.S. Additionally, any transactions with significant partners in these investments, such as ABI, are considered related party transactions. ABI purchases Clamato from KDP and pays the Company a royalty for use of the brand name. Refer to Note 4 for additional information about KDP's investments in unconsolidated affiliates.

16. Segments

For all periods presented, the Company's operating structure consisted of the following four reportable segments:


•	The Coffee Systems segment reflects sales in the U.S. and Canada of the manufacture and distribution of finished goods relating to the Company's coffee system, K-Cup pods and brewers.


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


•	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 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.

Segment results are based on management reports. Net sales and income from operations 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 Income. “Unallocated corporate costs” are excluded from the Company's measurement of segment performance and include unrealized commodity derivative gains and losses, and certain general corporate expenses.

Information about the Company's operations by reportable segment is as follows:



	Second Quarter				First Six Months
(in millions)	2020		2019		2020		2019
Segment Results – Net sales
Coffee Systems	$	1,043	$	990	$	2,016	$	1,958
Packaged Beverages	1,392		1,311		2,609		2,427
Beverage Concentrates	309		370		615		674
Latin America Beverages	120		141		237		257
Net sales	$	2,864	$	2,812	$	5,477	$	5,316

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	Second Quarter						First Six Months
(in millions)	2020			2019			2020			2019
Segment Results – Income from operations
Coffee Systems	$	290		$	287		$	562		$	580
Packaged Beverages	208			186			397			335
Beverage Concentrates	220			244			417			445
Latin America Beverages	21			26			48			37
Unallocated corporate costs	(178		)	(156		)	(397		)	(312		)
Income from operations	$	561		$	587		$	1,027		$	1,085

17. Revenue Recognition

The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Branded product sales, which include CSD, NCB, K-Cup pods and appliances, occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Costs associated with shipping and handling activities, such as merchandising, are included in SG&A expenses as revenue is recognized.

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The following table disaggregates the Company's revenue by portfolio:



(in millions)	Coffee Systems		Packaged Beverages		Beverage Concentrates		Latin America Beverages		Total
For the second quarter of 2020:
CSD⁽¹⁾	$	—	$	621	$	304	$	91	$	1,016
NCB⁽¹⁾	—		662		2		28		692
K-Cup pods⁽²⁾	830		—		—		—		830
Appliances	173		—		—		—		173
Other	40		109		3		1		153
Net sales	$	1,043	$	1,392	$	309	$	120	$	2,864

For the first six months of 2020:
CSD⁽¹⁾	$	—	$	1,184	$	606	$	173	$	1,963
NCB⁽¹⁾	—		1,224		4		63		1,291
K-Cup pods⁽²⁾	1,621		—		—		—		1,621
Appliances	300		—		—		—		300
Other	95		201		5		1		302
Net sales	$	2,016	$	2,609	$	615	$	237	$	5,477

For the second quarter of 2019:
CSD⁽¹⁾	$	—	$	541	$	362	$	102	$	1,005
NCB⁽¹⁾	—		662		3		38		703
K-Cup pods⁽²⁾	783		—		—		—		783
Appliances	154		—		—		—		154
Other	53		108		5		1		167
Net sales	$	990	$	1,311	$	370	$	141	$	2,812

For the first six months of 2019:
CSD⁽¹⁾	$	—	$	1,063	$	660	$	182	$	1,905
NCB⁽¹⁾	—		1,163		5		74		1,242
K-Cup pods⁽²⁾	1,576		—		—		—		1,576
Appliances	277		—		—		—		277
Other	105		201		9		1		316
Net sales	$	1,958	$	2,427	$	674	$	257	$	5,316

(1) Represents net sales of owned and partner brands within our portfolio.


(2)	Represents net sales from owned brands, partner brands and private label owners. Net sales for partner brands and private label owners are contractual and long term in nature.

Table of Contents

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

The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report, as filed on February 27, 2020.

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 Exchange Act, including, in particular, statements about anticipated benefits and expenses of the DPS Merger and other transactions, including estimated synergies, deleveraging and associated cash management, and cost savings, the impact of COVID-19, 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 and in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as our subsequent filings with the SEC. 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.

OVERVIEW

KDP is a leading beverage company in North America, with a diverse portfolio of flavored (non-cola) CSDs, NCBs, including water (enhanced and flavored), ready-to-drink tea and coffee, juice, juice drinks, mixers and specialty coffee, and is a leading producer of innovative single serve brewing systems. With a wide range of hot and cold beverages that meet virtually any consumer need, KDP key brands include Keurig, Dr Pepper, Canada Dry, Snapple, Bai, Mott's, Core, Green Mountain and The Original Donut Shop. KDP has 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. KDP offers more than 125 owned, licensed, and partner brands, including the top ten best-selling coffee brands and Dr Pepper as a leading flavored CSD in the U.S., according to IRi, available nearly everywhere people shop and consume beverages.

KDP operates as an integrated brand owner, manufacturer and distributor. 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 DSD system and our WD delivery system. KDP markets and sells its products to retailers, including supermarkets, mass merchandisers, club stores, pure-play e-commerce retailers, and office superstores; to restaurants, hotel chains, office product and coffee distributors, and partner brand owners; and directly to consumers through its websites. 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 cold beverage sales are generally higher during the warmer months, while hot beverage sales are generally higher during the cooler months. Overall beverage sales can be influenced by the timing of holidays and weather fluctuations. Sales of brewing systems and related accessories are generally higher during the second half of the year due to the holiday shopping season.

COFFEE SYSTEMS

Our Coffee Systems segment is primarily a producer of innovative single serve brewing systems and specialty coffee in the U.S. and Canada. Our brewing systems are aimed at changing the way consumers prepare and enjoy coffee and other beverages, both at home and away from home in places such as offices, restaurants, cafeterias, convenience stores and hotels. We develop and sell a variety of Keurig brewers, brewer accessories and other coffee-related equipment. In addition to coffee, we produce and sell a variety of other specialty beverages in K-Cup pods (including hot and iced teas, hot cocoa and other beverages) for use with Keurig brewing systems. We also offer traditional whole bean and ground coffee in other package types, including bags, fractional packages and cans.

Table of Contents

Our Coffee Systems segment manufactures over 75% of the pods in the single serve K-Cup pod format in the U.S. We manufacture and sell 100% of the K-Cup pods of our own brands, such as Green Mountain Coffee Roasters, The Original Donut Shop, Laughing Man, REVV, and Van Houtte. We have licensing and manufacturing agreements with our partner brands, including brands such as Starbucks, Dunkin' Donuts, Folgers, Newman’s Own Organics, McCafé, Peet's Coffee, Caribou Coffee, Eight O’Clock, Maxwell House, and Tim Hortons, and private label arrangements. Our Coffee Systems segment also has agreements for manufacturing, distributing, and selling K-Cup pods for tea under brands such as Celestial Seasonings, Lipton and Tazo in addition to K-Cup pods of our own brand, Snapple. We also produce and sell K-Cup pods for cocoa, including through a licensing agreement for the Swiss Miss brand, and hot apple cider.

Our Coffee Systems segment manufactures its K-Cup pods in facilities in North America that include specialty designed proprietary high-speed packaging lines using freshly roasted and ground coffee as well as tea, cocoa and other products. We offer high-quality coffee including certified single-origin, organic, flavored, limited edition and proprietary blends. We carefully select our coffee beans and appropriately roast the coffees to optimize their taste and flavor differences. We engineer and design most of our single serve brewing systems, where we then utilize third-party contract manufacturers located in various countries in Asia for brewer appliance manufacturing. We distribute our Coffee Systems products using third-party distributors, retail partners and through e-commerce, including our website at www.keurig.com.

PACKAGED BEVERAGES

Our Packaged Beverages segment is principally a brand ownership, manufacturing and distribution business. In this segment, we primarily manufacture and distribute packaged beverages of our brands. Additionally, in order to maximize the size and scale of our manufacturing and distribution operations, we also distribute packaged beverages for our partner brands and manufacture packaged beverages for other third parties in the U.S. and Canada.

Our larger NCB brands in this segment include Snapple, Mott's, Bai, Clamato, Hawaiian Punch, Core, Yoo-Hoo, ReaLemon, Vita Coco coconut water, evian water, Mr and Mrs T mixers, and Forto Coffee. Our larger CSD brands in this segment include Dr Pepper, Canada Dry, 7UP, A&W, Sunkist soda, Squirt, Big Red, RC Cola, Vernors and A Shoc.

Approximately 95% of our 2019 Packaged Beverages net sales came from the manufacturing and distribution of our own brands and the contract manufacturing of certain private label and emerging brand beverages. The remaining portion of our 2019 Packaged Beverages net sales came from the distribution of our partner brands such as Vita Coco coconut water, evian water, Neuro drinks, High Brew RTD Coffee, Forto Coffee shots, A Shoc energy drinks, Peet's RTD Coffee and Runa energy drinks. We provide a route-to-market for third party brand owners seeking effective distribution for their new and emerging brands. These brands give us exposure in certain markets to fast growing segments of the beverage industry with minimal capital investment.

Our Packaged Beverages products are manufactured in multiple facilities across the U.S. and are sold or distributed to retailers and their warehouses by our own distribution network or by third party distributors.

We sell our Packaged Beverages products through our DSD and our WD systems, both of which include sales to all major retail channels, including supermarkets, fountains, mass merchandisers, club stores, e-commerce, vending machines, convenience stores, gas stations, small groceries, drug chains and dollar stores.

BEVERAGE CONCENTRATES

Our Beverage Concentrates segment is principally a brand ownership business where 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, Sun Drop, Sunkist soda, A&W, 7UP, Squirt, Big Red, RC Cola and 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 aluminum cans, PET containers and glass bottles, and sell them as a finished beverage to retailers. Beverage concentrates are also manufactured into syrup, which is shipped to fountain customers, such as fast food restaurants, who mix the syrup with water and carbonation to create a finished beverage at the point of sale to consumers. Dr Pepper represents most of our fountain channel volume.

Our Beverage Concentrates brands are sold by our bottlers 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.

LATIN AMERICA BEVERAGES

Our Latin America Beverages segment is a brand ownership, manufacturing and distribution business, with operations in Mexico representing approximately 90% of the segment's 2019 net sales. This segment participates mainly in carbonated mineral water, flavored CSD, bottled water and vegetable juice, with particular strength in carbonated mineral water, vegetable juice categories and grapefruit flavored CSDs. The largest brands include Peñafiel, Squirt, Clamato, Aguafiel and Crush.

Table of Contents

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 small outlets, 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.

VOLUME

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

Beverage Concentrates Sales Volume

In our Beverage Concentrates segment, we measure our sales volume as concentrate case sales. The unit of measurement for concentrate 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.

Packaged Beverages and Latin America Beverages Sales Volume

In our Packaged Beverages and Latin America Beverages segments, 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.

Coffee Systems K-Cup Pod and Appliance Sales Volume

In our Coffee Systems segments, we measure our sales volume as the number of appliances and the number of individual K-Cup pods sold to our customers.

COMPARABLE RESULTS OF OPERATIONS

Management believes that there are certain non-GAAP financial measures that allow management to evaluate our results, trends and ongoing performance on a comparable basis. In order to derive the adjusted financial information, we adjust certain financial statement captions and metrics prepared under U.S. GAAP for certain items affecting comparability. See Non-GAAP Financial Measures for further information on the certain items affecting comparability used in the preparation of the financial information. These items are referred to within Management's Discussion and Analysis discussion as Adjusted income from operations, Adjusted interest expense, Adjusted provision for income taxes, Adjusted net income and Adjusted diluted EPS.

EXECUTIVE SUMMARY

Impact of COVID-19 on our Financial Statements

The impact of COVID-19 on our second quarter net sales performance presented both headwinds and tailwinds across the business and within the segments, requiring strong portfolio and channel mix management to optimize overall performance. The diversity of the Company’s broad portfolio and extensive route to market network enabled it to successfully navigate these mix impacts posed by the pandemic to optimize overall performance and deliver a strong second quarter.

•

Coffee Systems experienced significant growth in brewers and K-Cup coffee pods for at-home consumption, which more than offset a significant drop-off in the office coffee and hospitality businesses. E-commerce demonstrated particular strength during the quarter, reflecting an acceleration of consumers shifting some of their purchases to the on-line channel, including at the Keurig.com retail site.


•	Packaged Beverages experienced a net benefit from strong in-market execution, leading to share growth in the majority of our cold beverage segments, more than offset the decline in convenience and gas channels due to reduced consumer mobility.


•	Beverage Concentrates experienced a decline due to the fountain foodservice component of the business, which services restaurants and hospitality, reflecting changes in consumer behavior.


•	Latin America Beverages experienced a modest negative impact due to limited consumer mobility in Mexico.

Table of Contents

In addition to strong portfolio and channel mix management to optimize overall net sales performance, we instituted strong cost discipline to protect our profitability for the benefit of all of our stakeholders. For example, as certain parts of our business experienced positive net benefits in the net sales performance, we have increased our operating costs. For other parts of the business where negative impacts have occurred in the net sales performance, those impacts will materialize through to net income. In order to offset these impacts, we focused on cost discipline to manage these impacts and did the following:


•	Reduced our marketing expense, partially because in the current COVID-19 landscape, we are not obtaining the same return on investment previously achieved; and


•	Paused substantially all other discretionary costs, such as travel and entertainment expenses, within the business.

As a result of these items, COVID-19 is impacting our results, both positively and negatively, and should be taken into account when reviewing Management's Discussion and Analysis. Refer to the section COVID-19 Pandemic Disclosures below for further information.

The following table sets forth our reconciliation of significant COVID-19-related expenses. However, employee compensation expense and employee protection costs, which impact our SG&A expenses and cost of sales, are included as the COVID-19 item affecting comparability and is excluded in our Adjusted financial measures. In addition, reported amounts under U.S. GAAP also include additional costs, not included as the COVID-19 item affecting comparability, as presented in tables below.




	Items Affecting Comparability⁽¹⁾
(in millions)	Employee Compensation Expense⁽²⁾		Employee Protection Costs⁽³⁾		Allowances for Expected Credit Losses⁽⁴⁾		Inventory Write-Downs⁽⁵⁾		Total
For the second quarter of 2020:
Coffee Systems	$	7	$	2	$	—	$	8	$	17
Packaged Beverages	38		16		—		—		54
Beverage Concentrates	—		—		4		—		4
Latin America Beverages	—		—		—		—		—
Unallocated corporate costs	—		—		—		—		—
Total	$	45	$	18	$	4	$	8	$	75

For the first six months of 2020:
Coffee Systems	$	7	$	2	$	2	$	8	$	19
Packaged Beverages	41		18		8		—		67
Beverage Concentrates	—		—		4		—		4
Latin America Beverages	—		—		—		—		—
Unallocated corporate costs	—		—		—		—		—
Total	$	48	$	20	$	14	$	8	$	90


(1)	Employee compensation expense and employee protection costs are both included as the COVID-19 items affecting comparability in the reconciliation of our Adjusted Non-GAAP financial measures.


(2)	Reflects temporary incremental frontline incentive pay and the associated taxes in order to maintain essential operations during the COVID-19 pandemic. Impacts both cost of sales and SG&A expenses.


(3)	Includes costs associated with personal protective equipment, temperature scans, cleaning and other sanitization services. Impacts both cost of sales and SG&A expenses.


(4)	Allowances reflect the expected impact of the economic uncertainty caused by COVID-19, leveraging estimates of credit worthiness, default and recovery rates for certain of our customers. Impacts SG&A expenses.


(5)	Inventory write-downs include obsolescence charges of $8 million for both the second quarter and first six months of 2020. Impacts cost of sales.

Financial Overview


•	Net sales increased $52 million, or 1.8%, to $2,864 million for the second quarter of 2020 compared with $2,812 million in the prior year period. This performance reflected higher volume/mix of 4.3%, reflecting the impact of COVID-19, partially offset by lower net price realization of 1.4% and unfavorable FX translation of 1.1%, primarily in our Latin America Beverages segment.


•	Net income decreased $16 million to $298 million for the second quarter of 2020 as compared to $314 million in the prior year period, driven primarily by $75 million of additional pre-tax expenses associated with COVID-19 and lower net price realization, partially offset by the reduction of our marketing expense and the benefit of lower indebtedness due to continued deleveraging.

Table of Contents

•

Adjusted net income increased 10.9% to $469 million for the second quarter of 2020 as compared to Adjusted net income of $423 million in the prior year period, driven primarily by the reduction of our marketing expense, productivity and merger synergies, and volume/mix growth, which were partially offset by lower net price realization, $12 million of additional pre-tax expenses associated with COVID-19 and higher operating costs associated with increased consumer retail demand for our products.


•	Diluted EPS decreased 4.5% to $0.21 per diluted share as compared to $0.22 in the prior year period.


•	Adjusted diluted EPS increased 10.0% to $0.33 per diluted share as compared to Adjusted diluted EPS of $0.30 per diluted share in the prior year period.


•	During the first six months of 2020, we made net repayments of $316 million related to our commercial paper notes, KDP Revolver, 2019 KDP Term Loan and our Notes. Additionally, we repaid $227 million and added $86 million of structured payables during the first six months of 2020.

•

In April 2020, we completed a strategic refinancing that extended our debt maturities and enhanced our liquidity profile, including a $1.5 billion senior unsecured notes issuance and the refinancing and upsizing of our 2019 364-Day Credit Agreement. The proactive refinancing, which did not change our total debt balance or deleveraging commitments, increased our liquidity to a level that we believe will exceed our near-term liquidity needs, even in the event of a protracted downturn.

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". See COVID-19 Pandemic Disclosures for more information about the specific costs related to COVID-19.

Second Quarter of 2020 Compared to Second Quarter of 2019

Consolidated Operations

The following table sets forth our unaudited condensed consolidated results of operations for the second quarter of 2020 and 2019:



	Second Quarter						Dollar			Percentage
($ in millions, except per share amounts)	2020			2019			Change			Change
Net sales	$	2,864		$	2,812		$	52		1.8	%
Cost of sales	1,302			1,186			116			9.8
Gross profit	1,562			1,626			(64		)	(3.9	)
Selling, general and administrative expenses	1,001			1,028			(27		)	(2.6	)
Other operating (income) expense, net	—			11			(11		)	NM
Income from operations	561			587			(26		)	(4.4	)
Interest expense	157			170			(13		)	(7.6	)
Loss on early extinguishment of debt	2			—			2			NM
Other (income) expense, net	(4		)	1			(5		)	NM
Income before provision for income taxes	406			416			(10		)	(2.4	)
Provision for income taxes	108			102			6			5.9
Net income	$	298		$	314		(16		)	(5.1	)

Earnings per common share:
Basic	$	0.21		$	0.22		$	(0.01	)	(4.5	)%
Diluted	0.21			0.22			(0.01		)	(4.5	)

Gross margin	54.5		%	57.8		%				(330 bps)
Operating margin	19.6		%	20.9		%				(130 bps)
Effective tax rate	26.6		%	24.5		%				210 bps

Table of Contents

Sales volume. The following table sets forth changes in sales volume for the second quarter of 2020 compared to the prior year period:



	Increase / (Decrease)
K-Cup pod volume	9.5	%
Brewer volume	11.6
CSD sales volume	(1.7	)
NCB sales volume	0.6

Net Sales. Net sales increased $52 million, or 1.8%, to $2,864 million for the second quarter of 2020 compared with $2,812 million in the prior year period. This performance reflected higher volume/mix of 4.3%, reflecting the impact of COVID-19, partially offset by lower net price realization of 1.4% and unfavorable FX translation of 1.1%, primarily in our Latin America Beverages segment.

Gross Profit. Gross profit decreased $64 million for the second quarter of 2020 compared with the prior year period. This performance primarily reflected the unfavorable change in commodity mark-to-market impacts, unfavorable net price realization, $26 million in COVID-19 charges, unfavorable net price realization, unfavorable FX translation and an increase in other manufacturing costs. These decreases were partially offset by productivity and merger synergies and the impact of higher volume/mix. Gross margin decreased 330 bps versus the year ago period to 54.5%

Selling, General and Administrative Expenses. SG&A expenses decreased $27 million, or 2.6%, to $1,001 million for the second quarter of 2020 compared with $1,028 million for the second quarter of 2019. The decrease was driven by the reduction in marketing expense, productivity and merger synergies and the favorable change in commodity mark-to-market impacts, which were partially offset by $49 million in COVID-19 charges, an increase in our litigation reserve, expenses associated with productivity and integration projects and higher operating costs, such as logistics and labor, associated with the strong consumer demand. See Note 14 of the Notes to our Unaudited Condensed Consolidated Financial Statements for more information related to the antitrust litigation.

Other operating (income) expense, net. Other operating (income) expense, net had a favorable change of $11 million for the second quarter of 2020 compared with the second quarter of 2019, primarily due to a charge related to the renegotiation of a distribution contract in the prior year period.

Income from Operations. Income from operations decreased $26 million to $561 million for the second quarter of 2020 compared to $587 million in the prior year period due to the decrease in gross profit, partially offset by lower SG&A expenses and the favorable change in other operating (income) expense, net. Operating margin declined 130 bps versus the year ago period to 19.6%.

Interest Expense. Interest expense decreased $13 million, or 7.6%, to $157 million for the second quarter of 2020 compared with $170 million in the prior year period. This change was primarily the result of the benefit of lower indebtedness due to continued deleveraging.

Other (income) expense, net. Other (income) expense, net had a favorable change of $5 million for the second quarter of 2020 compared with the prior year period, primarily driven by reduced losses from equity-method investees. Beginning in the second quarter of 2020, we discontinued recognizing our share of losses related to Bedford as the investment's carrying value is zero.

Effective Tax Rate. The effective tax rates for the second quarter of 2020 and 2019 were 26.6% and 24.5%, respectively. For the second quarter of 2020, the provision for income taxes was higher than the second quarter of 2019 primarily due to the benefits recognized in the second quarter of 2019 related to a decrease in the valuation of our deferred tax liabilities and the decrease of income tax reserves.

Table of Contents

Adjusted Results of Operations

The following table sets forth certain unaudited condensed consolidated adjusted results of operations for the second quarter of 2020 and 2019:



	Second Quarter						Dollar		Percent
(in millions, except per share amounts)	2020			2019			Change		Change
Adjusted income from operations	$	775		$	702		$	73	10.4	%
Adjusted interest expense	145			138			7		5.1
Adjusted provision for income taxes	165			142			23		16.2
Adjusted net income	469			423			46		10.9
Adjusted diluted EPS	0.33			0.30			0.03		10.0

Adjusted operating margin	27.1		%	25.0		%			210 bps
Adjusted effective tax rate	26.0		%	25.1		%			90 bps

Adjusted Income from Operations. Adjusted income from operations increased $73 million, or 10.4%, to $775 million for the second quarter of 2020 as compared to Adjusted income from operations of $702 million in the prior year period. Driving this performance in the quarter were the reduction of our marketing expense, productivity and merger synergies, and volume/mix growth. These increases were partially offset by lower net price realization, $12 million of COVID-19 charges and higher operating costs associated with increased consumer retail demand for our products. Adjusted operating margin grew 210 bps versus the year ago period to 27.1%.

Adjusted Interest Expense. Adjusted interest expense increased $7 million, or 5.1%, to $145 million for the second quarter of 2020 compared to Adjusted interest expense of $138 million in the prior year period. This change was primarily the result of a $13 million benefit from unwinding interest rate swap contracts in the prior year period and amortization of deferred financing costs associated with the bond issuance in April 2020, partially offset by the benefit of lower indebtedness due to continued deleveraging.

Adjusted Effective Tax Rate. The Adjusted effective tax rate increased 90 bps to 26.0% for the second quarter of 2020, compared to Adjusted effective tax rate of 25.1% in the prior year. This increase in our Adjusted effective tax rate was primarily due to the decrease in benefit received from the revaluation of our deferred tax liabilities and the decrease of income tax reserves in the second quarter of 2019.

Adjusted Net Income. Adjusted net income increased 10.9% to $469 million for the second quarter of 2020 as compared to Adjusted net income of $423 million in the prior year period. This performance was primarily driven by strong growth in Adjusted income from operations partially offset by a higher Adjusted effective tax rate and higher Adjusted interest expense.

Adjusted Diluted EPS. Adjusted diluted EPS increased 10.0% to $0.33 per diluted share for the second quarter of 2020 as compared to Adjusted diluted EPS of $0.30 per diluted share in the prior year period.

Table of Contents

Results of Operations by Segment

The following tables set forth net sales and income from operations for our segments for the second quarter of 2020 and 2019, as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP:



	Second Quarter
(in millions)	2020			2019
Segment Results — Net sales
Coffee Systems	$	1,043		$	990
Packaged Beverages	1,392			1,311
Beverage Concentrates	309			370
Latin America Beverages	120			141
Net sales	$	2,864		$	2,812

	Second Quarter
(in millions)	2020			2019
Segment Results — Income from Operations
Coffee Systems	$	290		$	287
Packaged Beverages	208			186
Beverage Concentrates	220			244
Latin America Beverages	21			26
Unallocated corporate costs	(178		)	(156		)
Income from operations	$	561		$	587

COFFEE SYSTEMS

The following table provides selected information about our Coffee Systems segment's results:



	Second Quarter						Dollar		Percent
(in millions)	2020			2019			Change		Change
Net sales	$	1,043		$	990		$	53	5.4	%
Income from operations	290			287			3		1.0
Operating margin	27.8		%	29.0		%			(120 bps)
Adjusted income from operations	$	363		$	331		$	32	9.7	%
Adjusted operating margin	34.8		%	33.4		%			140 bps

Sales Volume. Volume growth for the Coffee Systems segment reflected strong K-Cup pod volume growth of 9.5% reflecting the impact of COVID-19. Brewer volume increased 11.6% in the quarter, despite a comparison to 19.4% growth in the year-ago period, reflecting successful innovation introduced over the past 12 months and investments to drive household penetration. Also benefitting the brewer comparison was the expected shift of shipments into the second quarter, due to COVID-19-related pressure on brewer supply from Asia.

Net Sales. Net sales increased 5.4% to $1,043 million for the second quarter of 2020 compared to net sales of $990 million in the prior year period, driven by strong volume/mix growth of 8.3%, which was driven by sales volume growth. This growth was partially offset by lower net price realization of 2.5%, resulting from strategic price investments. Unfavorable FX translation also impacted the period by 0.4%.

Income from Operations. Income from operations increased $3 million, or 1.0%, to $290 million for the second quarter of 2020, compared to $287 million for the prior year period, driven by strong volume/mix growth, productivity and merger synergies, which impacted both cost of sales and SG&A, a reduction in expenses associated with productivity projects and a decrease in other operating costs. These impacts were partially offset by strategic pricing, an increase in our litigation reserve and $17 million in COVID-19 charges. Operating margin declined 120 bps versus the year ago period to 27.8%.

Table of Contents

Adjusted Income from Operations. Adjusted income from operations increased $32 million, or 9.7%, to $363 million for the second quarter of 2020, compared with Adjusted income from operations of $331 million for the prior year period, driven by strong volume/mix growth, continued productivity and merger synergies, which impacted both SG&A and cost of sales, partially offset by strategic pricing and $8 million in COVID-19 charges. Adjusted operating margin increased 140 bps versus the year ago period to 34.8%.

PACKAGED BEVERAGES

The following table provides selected information about our Packaged Beverages segment's results:



	Second Quarter						Dollar		Percent
(in millions)	2020			2019			Change		Change
Net sales	$	1,392		$	1,311		$	81	6.2	%
Income from operations	208			186			22		11.8	%
Operating margin	14.9		%	14.2		%			70 bps
Adjusted income from operations	$	269		$	190		$	79	41.6	%
Adjusted operating margin	19.3		%	14.5		%			480 bps

Sales Volume. Sales volume for the second quarter of 2020 increased 8.2% due primarily to the net benefits of COVID-19, as strength in CSDs, juice and juice drinks and apple sauce were partially offset by lower volume in water (enhanced and premium) and teas. Contract manufacturing also contributed to the increase during the quarter.

Net Sales. Net sales increased 6.2% to $1,392 million for the second quarter of 2020, compared with net sales of $1,311 million in the prior year period, driven by higher volume/mix of 6.6%, reflecting the impact of COVID-19, and lower net price realization of 0.3%. Unfavorable FX translation also impacted the period by 0.1%.

Income from Operations. Income from operations increased $22 million, or 11.8%, to $208 million for the second quarter of 2020, compared with $186 million for the prior year period, reflecting higher volume/mix, continued productivity and merger synergies and a reduction in our marketing expense. These growth drivers were partially offset by $54 million in COVID-19 charges and higher manufacturing and operating costs, such as logistics and labor, associated with the strong consumer demand. Operating margin grew 70 bps versus the year ago period to 14.9%

Adjusted Income from Operations. Adjusted income from operations increased $79 million, or 41.6%, to $269 million for the second quarter of 2020, compared with Adjusted income from operations of $190 million for the prior year period, largely driven by strong volume/mix, a reduction in our marketing expense and continued productivity and merger synergies. These growth drivers were partially offset by inflation in input costs and logistics and an increase in other manufacturing costs. Adjusted operating margin grew 480 bps versus the year ago period to 19.3%.

BEVERAGE CONCENTRATES

The following table provides selected information about our Beverage Concentrates segment's results:



	Second Quarter						Dollar			Percent
(in millions)	2020			2019			Change			Change
Net sales	$	309		$	370		$	(61	)	(16.5	)%
Income from operations	220			244			(24		)	(9.8	)
Operating margin	71.2		%	65.9		%				530 bps
Adjusted income from operations	$	222		$	246		$	(24	)	(9.8	)%
Adjusted operating margin	71.8		%	66.5		%				530 bps

Sales volume. Sales volume for the second quarter of 2020 decreased 10.5%, primarily reflecting the impact of COVID-19.

Net Sales. Net sales decreased 16.5% to $309 million for the second quarter of 2020 compared to $370 million for the prior year period, driven by unfavorable volume/mix of 11.4% primarily reflecting a significant impact on our fountain foodservice business, as demand was significantly impacted in the quarter due to COVID-19 and shelter in place guidelines. Lower net price realization of 4.8%, primarily driven by the annual true-ups of our prior year estimated customer incentive liability, and unfavorable foreign currency translation of 0.3% also drove the decrease in net sales.

Income from Operations. Income from operations decreased $24 million, or 9.8%, to $220 million for the second quarter of 2020 compared to $244 million for the prior year period. This performance reflected the net sales decline partially offset by a reduction in marketing expense. Operating margin grew 530 bps from versus the year ago period to 71.2%.

Table of Contents

Adjusted Income from Operations. Adjusted income from operations decreased $24 million, or 9.8%, to $222 million for the second quarter of 2020 compared with Adjusted income from operations of $246 million for the prior year period. This performance reflected the net sales decline partially offset by a reduction in marketing expense. Adjusted operating margin grew 530 bps versus the year ago period to 71.8%.

LATIN AMERICA BEVERAGES

The following table provides selected information about our Latin America Beverages segment's results:



	Second Quarter						Dollar			Percent
(in millions)	2020			2019			Change			Change
Net sales	$	120		$	141		$	(21	)	(14.9	)%
Income from operations	21			26			(5		)	(19.2	)%
Operating margin	17.5		%	18.4		%				(90 bps)
Adjusted income from operations	$	23		$	20		$	3		15.0	%
Adjusted operating margin	19.2		%	14.2		%				500 bps

Sales Volume. Sales volume for the second quarter of 2020 increased 5.8% compared to the prior year period, reflecting the impact of COVID-19.

Net Sales. Net sales decreased 14.9% to $120 million for the second quarter of 2020 compared to $141 million for the prior year period, driven completely by unfavorable FX translation of 16.3%. Excluding the unfavorable impact of FX translation, net sales increased as a result of higher net price realization of 6.1% partially offset by unfavorable volume/mix of 4.7%.

Income from Operations. Income from operations decreased 19.2% to $21 million for the second quarter of 2020 compared to $26 million for the prior year period, driven by unfavorable FX effects (FX transaction and translation), the comparison to a real estate gain in the prior year and unfavorable volume/mix, partially offset by higher net price realization, continued productivity and a reduction in our marketing expense. Operating margin decreased 90 bps versus the year ago period to 17.5%.

Adjusted Income from Operations. Adjusted income from operations increased $3 million, or 15.0%, to $23 million for the second quarter of 2020, compared with Adjusted income from operations of $20 million in the prior year period. This performance reflected higher net price realization, continued productivity and a reduction in our marketing expense, partially offset by unfavorable FX transaction impact and unfavorable volume/mix. Adjusted operating margin increased 500 bps versus the year ago period to 19.2%.

Table of Contents

First Six Months of 2020 Compared to First Six Months of 2019

Consolidated Operations

The following table sets forth our unaudited condensed consolidated results of operations for the first six months of 2020 and 2019:



	First Six Months						Dollar			Percentage
($ in millions, except per share amounts)	2020			2019			Change			Change
Net sales	$	5,477		$	5,316		$	161		3.0	%
Cost of sales	2,463			2,292			171			7.5
Gross profit	3,014			3,024			(10		)	(0.3	)
Selling, general and administrative expenses	2,029			1,939			90			4.6
Other operating (income) expense, net	(42		)	—			(42		)	NM
Income from operations	1,027			1,085			(58		)	(5.3	)
Interest expense	310			339			(29		)	(8.6	)
Loss on early extinguishment of debt	4			9			(5		)	(55.6	)
Impairment on investment and note receivable	86			—			86			NM
Other (income) expense, net	16			6			10			NM
Income before provision for income taxes	611			731			(120		)	(16.4	)
Provision for income taxes	157			187			(30		)	(16.0	)
Net income	$	454		$	544		(90		)	(16.5	)

Earnings per common share:
Basic	$	0.32		$	0.39		$	(0.07	)	(17.9	)%
Diluted	0.32			0.38			(0.06		)	(15.8	)

Gross margin	55.0		%	56.9		%				(190 bps)
Operating margin	18.8		%	20.4		%				(160 bps)
Effective tax rate	25.7		%	25.6		%				10 bps

Sales volume. The following table sets forth changes in sales volume for the first six months of 2020 compared to the prior year period:



	Increase / (Decrease)
K-Cup pod volume	7.6	%
Brewer volume	5.8
CSD sales volume	(0.8	)
NCB sales volume	3.1

Net Sales. Net sales increased $161 million, or 3.0%, to $5,477 million for the first six months of 2020 compared to $5,316 million in the prior year period. This performance reflected higher volume/mix of 4.7%, reflecting the impact of COVID-19, partially offset by lower net price realization of 1.0% and unfavorable foreign currency translation of 0.7%, primarily in our Latin America Beverages segment.

Gross Profit. Gross profit decreased $10 million, or 0.3%, to $3,014 million for the first six months of 2020 compared to $3,024 million in the prior year period. This performance primarily reflected unfavorable net price realization, an unfavorable change in commodity mark-to-market impacts, $27 million in COVID-19 charges, tariffs and an increase in other manufacturing costs. These decreases were partially offset by the impact of higher volume/mix and productivity and merger synergies. Gross margin decreased 190 bps versus the year ago period to 55.0%.

Selling, General and Administrative Expenses. SG&A expenses increased $90 million, or 4.6%, to $2,029 million for the first six months of 2020 compared to $1,939 million in the prior year period. The increase was driven by $63 million in COVID-19 charges, the unfavorable change in commodity mark-to-market impacts, expenses associated with productivity and integration projects, an increase in our litigation reserve for the antitrust litigation and higher operating costs, such as logistics and labor, associated with the strong consumer demand. These increases were partially offset by strong productivity and merger synergies and a reduction in our marketing expense. See Note 14 of the Notes to our Unaudited Condensed Consolidated Financial Statements for more information related to the antiitrust litigation.

Table of Contents

Other Operating (Income) Expense, net. Other operating income, net had a favorable change of $42 million for the first six months of 2020 compared to the prior year period due to the network optimization program gain of $42 million on the asset sale-leaseback of four facilities in the current year.

Income from Operations. Income from operations decreased $58 million, or 5.3%, to $1,027 million for the first six months of 2020 compared to $1,085 million in the prior year period due to the increase in SG&A expenses partially offset by a favorable change in other operating (income) expense, net. Operating margin declined 160 bps versus the year ago period to 18.8%.

Interest Expense. Interest expense decreased $29 million, or 8.6%, to $310 million for the first six months of 2020 compared to $339 million for the prior year period. This change was primarily the result of the benefit of lower indebtedness due to continued deleveraging.

Impairment on Investment and Note Receivable. Impairment on investment and note receivable reflected a non-cash impairment charge of $86 million for the first six months of 2020 associated with our Bedford investment. Refer to Note 4 for additional information regarding the impairment charge.

Other (Income) Expense, net. Other (income) expense, net had an unfavorable change of $10 million for the first six months of 2020 compared to the prior year period primarily driven by the activity related to our deferred compensation plan in the current year as gains recorded in the prior year period were higher than in the current year period. The deferred compensation plan activity is fully offset by the same amount in SG&A expenses.

Effective Tax Rate. The effective tax rates for the first six months of 2020 and 2019 were 25.7% and 25.6%, respectively. Refer to Note 6 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.

Net Income. Net income decreased $90 million to $454 million for the first six months of 2020 as compared to $544 million in the prior year period. This performance was primarily driven by a non-cash impairment charge during the first six months of 2020 of $86 million associated with our Bedford investment.

Diluted EPS. Diluted EPS decreased 15.8% to $0.32 per diluted share as compared to $0.38 in the prior year period.

Adjusted Results of Operations

The following table sets forth certain unaudited condensed consolidated adjusted results of operations for the first six months of 2020 and 2019:



	First Six Months						Dollar		Percent
(in millions, except per share amounts)	2020			2019			Change		Change
Adjusted income from operations	$	1,459		$	1,323		$	136	10.3
Adjusted interest expense	265			262			3		1.1
Adjusted provision for income taxes	301			270			31		11.5
Adjusted net income	877			785			92		11.7
Adjusted diluted EPS	0.62			0.55			0.07		12.7

Adjusted operating margin	26.6		%	24.9		%			170 bps
Adjusted effective tax rate	25.6		%	25.6		%			—

Adjusted Income from Operations. Adjusted income from operations increased $136 million, or 10.3%, to $1,459 million for the first six months of 2020 compared to Adjusted income from operations of $1,323 million in the prior year period. Driving this performance in the current period were productivity and merger synergies, which impacted both SG&A and cost of sales, higher volume/mix, a reduction in our marketing expense and a network optimization program gain of $42 million on the asset-sale leaseback of four facilities. Partially offsetting these positive drivers were $22 million of additional COVID-19 charges, tariffs and higher manufacturing and operating costs, such as logistics and labor, associated with the strong consumer demand. Adjusted operating margin grew 170 bps versus the year ago period to 26.6%.

Adjusted Interest Expense. Adjusted interest expense increased $3 million, or 1.1%, to $265 million for the first six months of 2020 compared to Adjusted interest expense of $262 million in the prior year period. This change was the result of a $27 million unfavorable comparison between the gains recorded in each year for unwinding several interest rate swap contracts and amortization of deferred financing costs associated with the bond issuance in April 2020, partially offset by the benefit of lower indebtedness resulting from continued deleveraging.

Adjusted Effective Tax Rate. The Adjusted effective tax rate remained constant at 25.6% for the first six months of 2020 to the first six months of 2019.

Table of Contents

Adjusted Net Income. Adjusted net income increased 11.7% to $877 million for the first six months of 2020 as compared to Adjusted net income of $785 million in the prior year period. This performance was driven primarily by strong growth in Adjusted income from operations.

Adjusted Diluted EPS. Adjusted diluted EPS increased 12.7% to $0.62 per diluted share as compared to Adjusted diluted EPS of $0.55 per diluted share in the prior year period.

Results of Operations by Segment

The following tables set forth net sales and income from operations for our segments for the first six months of 2020 and 2019, as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP:



(in millions)	First Six Months
Segment Results — Net sales	2020			2019
Coffee Systems	$	2,016		$	1,958
Packaged Beverages	2,609			2,427
Beverage Concentrates	615			674
Latin America Beverages	237			257
Net sales	$	5,477		$	5,316

	First Six Months
(in millions)	2020			2019
Segment Results — Income from Operations
Coffee Systems	$	562		$	580
Packaged Beverages	397			335
Beverage Concentrates	417			445
Latin America Beverages	48			37
Unallocated corporate costs	(397		)	(312		)
Income from operations	$	1,027		$	1,085

COFFEE SYSTEMS

The following table provides selected information about our Coffee Systems segment's results:



	First Six Months						Dollar			Percent
(in millions)	2020			2019			Change			Change
Net sales	$	2,016		$	1,958		$	58		3.0	%
Income from operations	562			580			(18		)	(3.1	)
Operating margin	27.9		%	29.6		%				(170 bps)
Adjusted income from operations	710			666			44			6.6
Adjusted operating margin	35.2		%	34.0		%				120 bps

Sales Volume. The volume growth in the first six months of 2020 compared to the prior year period for the Coffee Systems segment reflected strong K-Cup pod volume growth of 7.6% reflecting the impact of COVID-19. Brewer volume increased 5.8% the first six months of 2020, despite a comparison to 16.4% growth in the year-ago period, reflecting successful innovation introduced over the past 12 months and investments to drive household penetration.

Net Sales. Net sales increased $58 million, or 3.0%, to $2,016 million for the first six months of 2020 compared to $1,958 million for the prior year period due to volume/mix growth of 6.0%, which was driven by sales volume growth partially offset by lower net price realization of 2.9%. Unfavorable FX translation also impacted the period by 0.1%.

Income from Operations. Income from operations decreased $18 million, or 3.1%, to $562 million for the first six months of 2020, compared to $580 million in the prior year period, driven by strategic pricing, expenses associated with productivity projects, $19 million in COVID-19 charges, tariffs and an increase in our litigation reserve. These impacts were partially offset by strong productivity and merger synergies, which impacted both cost of sales and SG&A, strong volume/mix growth and a network optimization program gain of $16 million on an asset sale-leaseback of a manufacturing facility. Operating margin declined 170 bps versus the year ago period to 27.9%.

Table of Contents

Adjusted Income from Operations. Adjusted income from operations increased $44 million, or 6.6%, to $710 million for the first six months of 2020, compared to $666 million in the prior year period, driven by continued productivity and merger synergies, which impacted both cost of sales and SG&A, strong volume/mix and a network optimization program gain of $16 million on an asset sale-leaseback of a manufacturing facility. Partially offsetting these factors was strategic pricing and tariffs. Adjusted operating margin grew 120 bps versus the year ago period to 35.2%.

PACKAGED BEVERAGES

The following table provides selected information about our Packaged Beverages segment's results:



	First Six Months						Dollar		Percent
(in millions)	2020			2019			Change		Change
Net sales	$	2,609		$	2,427		$	182	7.5	%
Income from operations	397			335			62		18.5
Operating margin	15.2		%	13.8		%			140 bps
Adjusted income from operations	472			350			122		34.9
Adjusted operating margin	18.1		%	14.4		%			370 bps

Sales Volume. Sales volume for the first six months of 2020 compared to the prior year period increased 16.4%, reflecting the impact of COVID-19 which displayed strength in CSDs, juice and juice drinks, premium water and apple sauce, driven by heightened consumer demand the first six months of 2020. These increases were partially offset by lower volume in enhanced water and teas during the current period. Contract manufacturing also contributed to the increase during the current period.

Net Sales. Net sales increased $182 million, or 7.5%, to $2,609 million for the first six months of 2020 compared to $2,427 million for the prior year period, driven by higher volume/mix of 7.6%, reflecting the impact of COVID-19, partially offset by an unfavorable foreign currency translation of 0.1%.

Income from Operations. Income from operations increased $62 million, or 18.5%, to $397 million for the first six months of 2020 compared to $335 million for the prior year period, reflecting strong volume/mix, reflecting the impact of COVID-19. Other favorable drivers included continued productivity and merger synergies, a reduction in our marketing expense and a network optimization program gain of $26 million on the asset sale-leaseback of three facilities. These growth drivers were partially offset by $67 million in COVID-19 charges, higher manufacturing and operating costs, such as logistics and labor, associated with the strong consumer demand and the unfavorable comparison to a $10 million net gain on a renegotiation of a manufacturing contract in the prior year period. Operating margin grew 140 bps versus the year ago period to 15.2%.

Adjusted Income from Operations. Adjusted income from operations increased $122 million, or 34.9%, to $472 million for the first six months of 2020 compared to $350 million for the prior year period, largely driven by strong volume/mix, reflecting the impact of COVID-19. Other favorable drivers included continued productivity and merger synergies, a reduction in our marketing expense and a network optimization program gain of $26 million on the asset sale-leaseback of three facilities. These drivers were partially offset by higher manufacturing and operating costs, such as logistics and labor, associated with the strong consumer demand and the unfavorable comparison to a $10 million net gain on a renegotiation of a manufacturing contract in the prior year period. Adjusted operating margin grew 370 bps versus the year ago period to 18.1%.

BEVERAGE CONCENTRATES

The following table provides selected information about our Beverage Concentrates segment's results:



	First Six Months						Dollar			Percent
(in millions)	2020			2019			Change			Change
Net sales	$	615		$	674		$	(59	)	(8.8	)%
Income from operations	417			445			(28		)	(6.3	)
Operating margin	67.8		%	66.0		%				180 bps
Adjusted income from operations	419			447			(28		)	(6.3	)
Adjusted operating margin	68.1		%	66.3		%				180 bps

Sales Volume. Sales volume for the first six months of 2020 as compared to the prior year period declined 14.8% reflecting the impact of COVID-19.

Net Sales. Net sales decreased $59 million, or 8.8%, to $615 million for the first six months of 2020 compared to $674 million in the prior year period, driven by unfavorable volume/mix of 7.0% reflecting the impact of COVID-19. Lower net price realization of 1.6% and unfavorable foreign currency translation of 0.2% also drove the decrease in net sales.

Table of Contents

Income from Operations. Income from operations decreased $28 million, or 6.3%, to $417 million for the first six months of 2020 compared to $445 million in the prior year period. This performance reflected the net sales decline partially offset by a reduction in our marketing expense. Operating margin increased 180 bps versus the year ago period to 67.8%.

Adjusted Income from Operations. Adjusted income from operations decreased $28 million, or 6.3%, to $419 million for the first six months of 2020 compared to $447 million in the prior year period. This performance reflected the net sales decline partially offset by a reduction in our marketing expense. Adjusted operating margin increased 180 bps versus the year ago period to 68.1%.

LATIN AMERICA BEVERAGES

The following table provides selected information about our Latin America Beverages segment's results:



	First Six Months						Dollar			Percent
(in millions)	2020			2019			Change			Change
Net sales	$	237		$	257		$	(20	)	(7.8	)%
Income from operations	48			37			11			29.7
Operating margin	20.3		%	14.4		%				590 bps
Adjusted income from operations	50			32			18			56.3
Adjusted operating margin	21.1		%	12.5		%				860 bps

Sales Volume. Sales volume for the first six months of 2020 as compared to the prior year period increased 3.9%, driven by Squirt.

Net Sales. Net sales decreased $20 million, or 7.8%, to $237 million for the first six months of 2020 compared to $257 million in the prior year period, driven completely by unfavorable FX translation of 10.9%. Excluding the unfavorable impact of FX translation, net sales increased as a result of higher net price realization of 6.0%, partially offset by unfavorable volume/mix of 2.9%.

Income from Operations. Income from operations increased $11 million, or 29.7%, to $48 million for the first six months of 2020 compared to $37 million in the prior year period, driven by higher net price realization, continued productivity and a reduction in our marketing expense, partially offset by unfavorable volume/mix, the comparison to a real estate gain in the prior year and unfavorable FX effects (FX translation and transaction). Operating margin increased 590 bps versus the year ago period to 20.3%.

Adjusted Income from Operations. Adjusted income from operations increased $18 million, or 56.3%, to $50 million in the first six months of 2020 compared to $32 million in the prior year period. This performance reflected higher net price realization, continued productivity and a reduction in our marketing expense, partially offset by unfavorable volume/mix and unfavorable FX effects (FX translation and transaction). Adjusted operating margin grew 860 bps versus the year ago period to 21.1%.

UNCERTAINTIES AND TRENDS AFFECTING OUR BUSINESS

We believe the North American beverage market is influenced by certain key trends and uncertainties. Some of these items, such as the ongoing outbreak of COVID-19, increased health consciousness and changes in consumer preferences and economic factors, have previously created and may continue in the future to create category headwinds for a number of our products. Refer to Item 1A, "Risk Factors", of our Annual Report and this Quarterly Report on Form 10-Q, combined with the Uncertainties and Trends Affecting Liquidity section below, for more information about risks and uncertainties facing us.

Given our diverse brand portfolio and extensive distribution network, which combined, has enabled us to successfully navigate the volatility caused by COVID-19 to date, we have confidence in our ability to deliver continued growth in the second half of the year.

Specifically, for the full-year 2020, we continue to expect constant currency net sales growth in the range of 3% to 4%. We also continue to expect full-year 2020 Adjusted diluted EPS growth in the range of 13% to 15%, or $1.38 to $1.40 per diluted share, given the significant visibility and control we maintain over our cost structure, including aggressive cost management, productivity programs and merger synergies. Finally, we continue to expect our management leverage ratio in the range of 3.5x to 3.8x at year end 2020 and our management leverage ratio to be below 3.0x within two to three years of the July 2018 merger closing.

COVID-19 Pandemic Disclosures

Our first priority, always, is to keep our employees safe and healthy. We’ve taken extraordinary precautions to do this and to provide the support our employees and their families may need during this unprecedented time.

We continue to deliver for our customers and consumers, working hard around the clock to fulfill strong demand. We are finding innovative ways to quickly adapt to changes in shopping behaviors, with more than half of North America impacted by stay-at-home, shelter-in-place and closure of non-essential business orders.

Table of Contents

We are also focused on providing for our communities by supporting frontline healthcare workers who are fighting this crisis day in and day out head on. We don’t make masks or medical equipment at our Company, but we do make beverages and, through our Fueling The Frontline program, we are donating Keurig brewers, coffee and other beverages to hospitals in need, as our way to say thank you for the unwavering commitment and courage of the entire medical community.

As discussed in the Impact of COVID-19 on our Financial Statements, the pandemic is having offsetting impacts within our business. For example, we experienced a significant increase in demand and consumption of our products in our at-home business caused in part by changing consumer habits in response to COVID-19, contributing to increases in net sales. At the same time, we experienced declines in our away-from-home business due to office closures and the slowdown of hospitality and fountain foodservice as a result of shelter-in-place guidelines and restaurant capacity limits in the early stages of reopening. In the future, the economic effects of the pandemic, including higher levels of unemployment, lower wages or a recessionary environment, may cause reduced demand for our products. It could also lead to volatility in demand due to government actions, such as shelter-in-place notices, which impact consumers’ movements and access to our products.

While we believe that there will continue to be strong long-term demand for our products, the timing and extent of economic recovery, and the uncertainties in short-term demand trends, make it difficult to predict the overall effects of the pandemic on our business. We expect that there will be heightened volatility in net sales during and subsequent to the duration of the pandemic that may impact interim periods.

Our ability to continue to operate without any significant negative impacts will in part depend on our ability to protect our critical frontline employees and our supply chain. As food and agriculture is deemed part of the critical infrastructure by the Department of Homeland Security, our frontline employees have been identified as critical workers in maintaining the U.S. food and beverage supply. As a result, we have strived to follow recommended actions of government and health authorities to protect our employees, with particular measures in place for those working in our manufacturing and distribution facilities, which also includes additional incentive pay programs and benefits. We intend to continue to work with government authorities and implement our employee safety measures; however, disruptions to our supply chain, measures taken to protect employees, increased absenteeism or other local effects of the pandemic could impact our operations. For our corporate employees, participating in a remote work environment is familiar to us as we work in a multi-location environment. As such, we do not believe that the remote work environment has had any significant impact on our internal controls over financial reporting. With the health and safety of our employees remaining our top priority, we are diligently working on plans to safely bring our employees back to office locations with enhanced safety and health protocols. We do not believe these plans will impact our near-term liquidity needs.

The pandemic has not materially impacted our liquidity position. We continue to generate operating cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets enabled by our debt ratings. Refer to Uncertainties and Trends Affecting Liquidity and Capital Resources for more information.

We do not believe our operating and intangible assets are impaired as a result of COVID-19.

For additional information on risk factors that could impact our results, please refer to Risk Factors in Part II, Item 1A of this Form 10-Q.

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. These critical accounting estimates are discussed in greater detail in our Annual Report.

LIQUIDITY AND CAPITAL RESOURCES

Overview and Our Financing Arrangements

Our financial condition and liquidity remain strong. Net cash provided by operations was $1,062 million for the first six months of 2020 compared to $1,203 million for the prior year period. Although there is uncertainty related to the anticipated impact of the recent COVID-19 pandemic on our future results, we believe we are uniquely positioned, with our broad portfolio and unmatched distribution network, to successfully navigate through this pandemic and the recent steps we have taken to strengthen our balance sheet leave us well positioned to manage our business as the crisis continues to unfold. We continue to manage all aspects of our business, including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth.

Our principal sources of liquidity are our existing cash and cash equivalents, as well as cash generated from operations and borrowing capacity currently available under our existing KDP Revolver and 2020 364-Day Credit Agreement. Additionally, we have an uncommitted commercial paper program where we can issue unsecured commercial paper notes on a private placement basis.

Table of Contents

Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for management's discussion of these financing arrangements.

During March 2020, as a result of market stress and a dislocation in the commercial paper market driven by the COVID-19 pandemic, we chose to repay $1,000 million of commercial paper notes with an equivalent amount of borrowings under our KDP Revolver as the costs and ability to issue commercial paper became inefficient versus borrowings under our KDP Revolver. In April 2020, we took steps to further strengthen our balance sheet by increasing excess liquidity in order to better position us to navigate the uncertainty of the COVID-19 pandemic. On April 13, 2020, we issued $1,500 million of senior unsecured notes and used the net proceeds from these senior unsecured notes to repay our KDP Revolver, effectively refinancing short-term borrowings with efficient long-term bonds to free up excess short-term liquidity. On April 14, 2020, we terminated the 2019 364-Day Credit Agreement and replaced it with the new 2020 364-Day Credit Agreement and increased total commitments under the facility from $750 million to $1,500 million. As a result of these two actions, we have increased our liquidity to a level that we believe enables us to more than meet our commitments, even in a prolonged economic downturn, as we continue to exercise financial discipline to ensure our long-term financial health. Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for management's discussion of these new financing arrangements.

As of June 30, 2020, we were in compliance with all debt covenants and we have no reason to believe that we will be unable to satisfy these covenants.

Cash Flows

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 first six months of 2020 and 2019:



	First Six Months
(in millions)	2020			2019
Net cash provided by operating activities	$	1,062		$	1,203
Net cash used in investing activities	(92		)	(114		)
Net cash used in financing activities	(901		)	(1,080		)

NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating activities decreased $141 million for the first six months of 2020, as compared to the first six months of 2019, driven by the decline in working capital, as extended payment terms have normalized across the Company's operations, offset by the slight increase in net income adjusted for non-cash items.

Cash Conversion Cycle

Our cash conversion cycle is defined as DIO and DSO less DPO. The calculation of each component of the cash conversion cycle is provided below:



Component		Calculation (on a trailing twelve month basis)
DIO		(Average inventory divided by cost of sales) * Number of days in the period
DSO		(Accounts receivable divided by net sales) * Number of days in the period
DPO		(Accounts payable * Number of days in the period) divided by cost of sales and SG&A expenses

Our cash conversion cycle declined 19 days to approximately (52) days as of June 30, 2020 as compared to (33) days in the prior year period. The change was primarily driven by a increase of 17 days in our DPO as the DPS operations had significantly shorter terms than the legacy KGM business, which have been steadily increasing as we continue to focus on our accounts payable program. DIO and DSO were relatively consistent as compared to the prior year period.



	June 30,
	2020		2019
DIO	52		50
DSO	33		37
DPO	137		120
Cash conversion cycle	(52	)	(33	)

In future periods, DPO is expected to continue to have a positive impact on our cash conversion cycle as a result of our supplier terms initiative, which has set our customary terms as we integrate our legacy businesses.

Table of Contents

Accounts payable program

As part of our ongoing efforts to improve our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. Excluding our suppliers who require cash at date of purchase or sale, our current payment terms with our suppliers generally range from 10 to 360 days. We also entered into an agreement with a third party administrator to allow participating suppliers to track payment obligations from us, and if voluntarily elected by the supplier, sell payment obligations from us to financial institutions. Suppliers can sell one or more of our payment obligations at their sole discretion and our rights and obligations to our suppliers are not impacted. We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. As of June 30, 2020 and December 31, 2019, $2,487 million and $2,097 million, respectively, of our outstanding payment obligations were voluntarily elected by the supplier and sold to financial institutions. The amounts settled through the program and paid to the financial institutions were $1,245 million and $723 million for the first six months of 2020 and 2019, respectively.

NET CASH USED IN INVESTING ACTIVITIES

Cash used in investing activities for the first six months of 2020 consisted primarily of purchases of property, plant and equipment of $276 million, mostly offset by proceeds of $202 million from sales of property, plant and equipment, primarily driven by our asset sale-leaseback transactions.

Cash used in investing activities for the first six months of 2019 consisted primarily of purchases of property, plant and equipment of $118 million.

NET CASH USED IN FINANCING ACTIVITIES

Cash used in financing activities for the first six months of 2020 consisted primarily of the net repayment of $836 million for commercial paper notes, which was primarily a result of the decision to repay commercial paper notes with an equivalent amount of borrowings under our KDP Revolver as the costs and ability to issue commercial paper became inefficient versus borrowings under our KDP Revolver. The KDP Revolver was subsequently repaid through the issuance of our 2030 Notes and 2050 Notes. Additionally, we made voluntary and mandatory repayments on the term loan facility of $730 million, repayment of the 2020 Notes of $250 million, dividend payments of $423 million and net payments on structured payables of $141 million. We also received $22 million from controlling shareholder stock transactions, which related to the disgorgement of short-swing profits pursuant to Section 16(b) of the Exchange Act.

Net cash used in financing activities for the first six months of 2019 consisted primarily of the voluntary and mandatory repayments on the term loan facility of $848 million, repayment of the 2019 Notes of $250 million and dividend payments of $423 million. These cash outflows from financing activities were partially offset by net issuance of commercial paper notes of $381 million and net proceeds from structured payables of $69 million.

Uncertainties and Trends Affecting Liquidity

Disruptions in financial and credit markets, including those caused by the COVID-19 pandemic, 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.

Customer and consumer demand for our products may also be impacted by all risk factors discussed under "Risk Factors" in Part 1, Item 1A of our Annual Report and in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as subsequent filings with the SEC, that could have a material effect on production, delivery and consumption of our products in the U.S., Mexico and the Caribbean or Canada, which could result in a reduction in our sales volume.

Table of Contents

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


•	Our ability to access our committed financing arrangements, including our KDP Revolver and our 2020 364-Day Credit Agreement, which have availability of $3,900 million as of July 30, 2020;


•	Our ability to issue unsecured uncommitted commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $2,400 million;


•	Our intention to drive significant cash flow generation to enable rapid deleveraging within three years from the DPS Merger;


•	A significant downgrade in our credit ratings could limit a financial institution's willingness to participate in our accounts payable program and reduce the attractiveness of the accounts payable program to participating suppliers who may sell payment obligations from us to financial institutions, which could impact our accounts payable program;


•	Our continued integration of DPS;


•	Our continued capital expenditures;


•	Our continued payment of dividends;


•	Seasonality of our operating cash flows, which could impact short-term liquidity;


•	Fluctuations in our tax obligations;


•	Future equity investments; and


•	Future mergers or acquisitions of brand ownership companies, regional bottling companies, distributors and/or distribution rights to further extend our geographic coverage.

Debt Ratings

As of June 30, 2020, our credit ratings were as follows:



Rating Agency	Long-Term Debt Rating	Commercial Paper Rating	Outlook	Date of Last Change
Moody's	Baa2	P-2	Negative	May 11, 2018
S&P	BBB	A-2	Stable	May 14, 2018

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.

Capital Expenditures

Capital expenditures were $276 million and $118 million for the first six months of 2020 and 2019, respectively.

Capital expenditures for the first six months of 2020 primarily related to our continued investment in the build-out of our Spartanburg manufacturing facility, purchase of real estate in Ireland and build out of the facility and the build-out of our Allentown manufacturing facility. Capital expenditures included in accounts payable and accrued expenses were $180 million for the first six months of 2020, which primarily related to these investments.

Capital expenditures for the first six months of 2019 primarily related to machinery and equipment, our continued investment in the build-out of our Spartanburg facility, information technology infrastructure, logistics equipment and replacement of existing cold drink equipment. Capital expenditures included in accounts payable and accrued expenses was $205 million for the first six months of 2019, which primarily related to our continued investment in the build-out of our Spartanburg facility.

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

Cash, cash equivalents, restricted cash and restricted cash equivalents increased $66 million from December 31, 2019 to June 30, 2020 as cash generated from our operations outpaced our voluntary repayments on our term loan facility and other financing transactions.

Our cash balances are used to fund working capital requirements, scheduled debt and interest payments, capital expenditures, income tax obligations, dividend payments and business combinations. 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 $104 million and $70 million as of June 30, 2020 and December 31, 2019, respectively. We accrue tax costs for repatriation, as applicable, as cash is generated in those foreign jurisdictions.

Table of Contents

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 combined with cash on hand and amounts available under our financing arrangements will be sufficient to meet our anticipated obligations.

The following table summarizes our contractual obligations and contingencies, as of June 30, 2020, that have significantly changed from the amounts disclosed in our Annual Report:



	Payments Due in Year
(in millions)	Total		2020		2021		2022		2023		2024		Thereafter
Long-term obligations⁽¹⁾	$	13,875	$	50	$	2,350	$	350	$	2,900	$	—	$	8,225
Interest payments	5,540		271		505		459		406		349		3,550
Operating leases⁽²⁾	762		47		89		77		69		66		414
Purchase obligations⁽³⁾	1,407		744		255		122		103		97		86


(1)	Amounts represent payments for the senior unsecured notes issued by us and the term loan credit agreement. Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for additional information.


(2)	Amounts represent minimum rental commitments under our non-cancelable operating leases. Refer to Note 8 for additional information.


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

Through June 30, 2020, there have been no other material changes to the amounts disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

OFF-BALANCE SHEET ARRANGEMENTS

There are 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.

Table of Contents

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The Notes are fully and unconditionally guaranteed by certain of our direct and indirect subsidiaries (the "Guarantors"), as defined in the indentures governing the Notes. The Guarantors are 100% owned either directly or indirectly by us and jointly and severally guarantee, subject to the release provisions described below, our obligations under the Notes. None of our subsidiaries organized outside of the U.S., immaterial subsidiaries used for charitable purposes, any of the subsidiaries held by Maple prior to the DPS Merger or any of the subsidiaries acquired after the DPS Merger (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 our other indebtedness, our exercise of the legal defeasance option with respect to the Notes and the discharge of our obligations under the applicable indenture.

The following schedules present the summarized financial information for the Parent and the Guarantors on a combined basis after intercompany eliminations; the Parent and the Guarantors' amounts due from; amounts due to, and transactions with Non-Guarantors are disclosed separately. The consolidating schedules are provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries.

The summarized financial information for the Parent and Guarantors were as follows:



(in millions)	For the First Six Months of 2020
Net sales	$	3,213
Income from operations	237
Equity in earnings of subsidiaries, net of tax	174
Net income	454



(in millions)	June 30, 2020		December 31, 2019
Current assets⁽¹⁾	$	1,600	$	1,404
Non-current assets	42,898		28,180
Current liabilities⁽²⁾	$	4,811	$	3,942
Non-current liabilities	16,764		17,707


(1)	Includes $313 million and $241 million of current intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of June 30, 2020 and December 31, 2019, respectively.


(2)	Includes $24 million and $20 million of current intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of June 30, 2020 and December 31, 2019, respectively.

NON-GAAP FINANCIAL MEASURES

To supplement the consolidated financial statements presented in accordance with U.S. GAAP, we have presented for the second quarter and first six months of 2020 and 2019 (i) Adjusted income from operations, (ii) Adjusted net income and (iii) Adjusted diluted EPS, which are considered non-GAAP financial measures. The non-GAAP financial measures provided should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. The adjusted measures are not substitutes for their comparable U.S. GAAP financial measures, such as income from operations, net income, diluted EPS, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures.

For the second quarter and first six months of 2020 and 2019, we define our Adjusted non-GAAP financial measures as certain financial statement captions and metrics adjusted for certain items affecting comparability. The items affecting comparability are defined below.

Items affecting comparability: Defined as certain items that are excluded for comparison to prior year periods, adjusted for the tax impact as applicable. Tax impact is determined based upon an approximate rate for each item. For each period, management adjusts for (i) the unrealized mark-to-market impact of derivative instruments not designated as hedges in accordance with U.S. GAAP and do not have an offsetting risk reflected within the financial results; (ii) the amortization associated with definite-lived intangible assets; (iii) the amortization of the deferred financing costs associated with the DPS Merger and the Keurig Acquisition; (iv) the amortization of the fair value adjustment of the senior unsecured notes obtained as a result of the DPS Merger; (v) stock compensation expense attributable to the matching awards made to employees who made an initial investment in the EOP, the 2009 Incentive Plan or the 2019 Incentive Plan; and (vi) other certain items that are excluded for comparison purposes to prior year periods.

Table of Contents

For second quarter and first six months of 2020, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to significant business combinations; (ii) productivity expenses; (iii) transaction costs for significant business combinations (completed or abandoned) excluding the DPS Merger; (iv) costs related to significant nonroutine legal matters; (v) the loss on early extinguishment of debt related to the redemption of debt; (vi) incremental temporary costs to our operations related to risks associated with the COVID-19 pandemic and (vii) impairment recognized on equity method investment with Bedford.

Incremental costs to our operations related to risks associated with the COVID-19 pandemic include incremental expenses incurred to either maintain the health and safety of our front-line employees or temporarily increase compensation to such employees to ensure essential operations continue during the pandemic. We believe removing these costs reflects how management views our business results on a consistent basis. See Impact of COVID-19 on our Financial Statements for further information.

For the second quarter and first six months of 2019, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to significant business combinations; (ii) productivity expenses; (iii) transaction costs for significant business combinations (completed or abandoned) excluding the DPS Merger; (iv) costs related to significant nonroutine legal matters; (v) the impact of the step-up of acquired inventory not associated with the DPS Merger; (vi) the loss on early extinguishment of debt related to the redemption of debt and (vii) the loss related to the February 2019 organized malware attack on our business operation networks in the Coffee Systems segment.

For the second quarter and first six months of 2020 and 2019, the supplemental financial data set forth below includes reconciliations of Adjusted income from operations, Adjusted net income and Adjusted diluted EPS to the applicable financial measure presented in the unaudited condensed consolidated financial statement for the same period.

Table of Contents

KEURIG DR PEPPER INC.

RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS

For the Second Quarter of 2020

(Unaudited, in millions, except per share data)



	Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Income from operations		Operating margin
Reported	$	1,302		$	1,562	54.5	%	$	1,001		$	561	19.6	%
Items Affecting Comparability:
Mark to market	(29		)	29				16			13
Amortization of intangibles	—			—				(33		)	33
Stock compensation	—			—				(8		)	8
Restructuring and integration costs	—			—				(52		)	52
Productivity	(2		)	2				(17		)	19
Nonroutine legal matters	—			—				(26		)	26
COVID-19	(18		)	18				(45		)	63
Adjusted GAAP	$	1,253		$	1,611	56.3	%	$	836		$	775	27.1	%



	Interest expense			Loss on early extinguishment of debt			Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share
Reported	$	157		$	2		$	406	$	108	26.6	%	$	298	1,421.5	$	0.21
Items Affecting Comparability:
Mark to market	(3		)	—			16		5				11			0.01
Amortization of intangibles	—			—			33		9				24			0.02
Amortization of deferred financing costs	(3		)	—			3		—				3			—
Amortization of fair value debt adjustment	(6		)	—			6		1				5			—
Stock compensation	—			—			8		2				6			—
Restructuring and integration costs	—			—			52		12				40			0.03
Productivity	—			—			19		4				15			0.01
Loss on early extinguishment of debt	—			(2		)	2		1				1			—
Investment Impairment	—			—			—		—				—			—
Nonroutine legal matters	—			—			26		7				19			0.01
COVID-19	—			—			63		16				47			0.03
Adjusted GAAP	$	145		$	—		$	634	$	165	26.0	%	$	469	1,421.5	$	0.33

Diluted earnings per common share may not foot due to rounding.

Table of Contents

KEURIG DR PEPPER INC.

RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS

For the Second Quarter of 2019

(Unaudited, in millions, except per share data)



	Cost of sales			Gross profit			Gross margin		Selling, general and administrative expenses			Other operating (income) expense, net			Income from operations			Operating margin
Reported	$	1,186		$	1,626		57.8	%	$	1,028		$	11		$	587		20.9	%
Items Affecting Comparability:
Mark to market	11			(11		)			(3		)	—			(8		)
Amortization of intangibles	—			—					(32		)	—			32
Stock compensation	—			—					(8		)	—			8
Restructuring and integration costs	(1		)	1					(37		)	—			38
Productivity	(1		)	1					(23		)	(9		)	33
Transaction costs	—			—					(1		)	—			1
Nonroutine legal matters	—			—					(8		)	—			8
Malware Incident	—			—					(3		)	—			3
Adjusted GAAP	$	1,195		$	1,617		57.5	%	$	913		$	2		$	702		25.0	%



	Interest expense			Other (income) expense, net			Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share
Reported	$	170		$	1		$	416	$	102	24.5	%	$	314	1,419.2	$	0.22
Items Affecting Comparability:
Mark to market	(16		)	(2		)	10		4				6			—
Amortization of intangibles	—			—			32		9				23			0.02
Amortization of deferred financing costs	(3		)	—			3		1				2			—
Amortization of fair value debt adjustment	(6		)	—			6		1				5			—
Stock compensation	—			—			8		2				6			—
Restructuring and integration costs	—			—			38		11				27			0.02
Productivity	—			—			33		7				26			0.02
Transaction costs	(7		)	—			8		2				6			—
Nonroutine legal matters	—			—			8		2				6			—
Malware Incident	—			—			3		1				2			—
Adjusted GAAP	$	138		$	(1	)	$	565	$	142	25.1	%	$	423	1,419.2	$	0.30

Numbers may not foot due to rounding.

Table of Contents

KEURIG DR PEPPER INC.

RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS

For the First Six Months of 2020

(Unaudited, in millions, except per share data)



	Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Income from operations		Operating margin
Reported	$	2,463		$	3,014	55.0	%	$	2,029		$	1,027	18.8	%
Items Affecting Comparability:
Mark to market	(44		)	44				(27		)	71
Amortization of intangibles	—			—				(66		)	66
Stock compensation	—			—				(15		)	15
Restructuring and integration costs	—			—				(104		)	104
Productivity	(18		)	18				(55		)	73
Nonroutine legal matters	—			—				(35		)	35
COVID-19	(19		)	19				(49		)	68
Adjusted GAAP	$	2,382		$	3,095	56.5	%	$	1,678		$	1,459	26.6	%



	Interest expense			Loss on early extinguishment of debt			Impairment on investment and note receivable			Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share
Reported	$	310		$	4		$	86		$	611	$	157	25.7	%	$	454	1,420.8	$	0.32
Items Affecting Comparability:
Mark to market	(27		)	—			—			98		26				72			0.05
Amortization of intangibles	—			—			—			66		18				48			0.03
Amortization of deferred financing costs	(6		)	—			—			6		1				5			—
Amortization of fair value debt adjustment	(12		)	—			—			12		3				9			0.01
Stock compensation	—			—			—			15		3				12			0.01
Restructuring and integration costs	—			—			—			104		26				78			0.05
Productivity	—			—			—			73		19				54			0.04
Loss on early extinguishment of debt	—			(4		)	—			4		1				3			—
Investment impairment	—			—			(86		)	86		21				65			0.05
Nonroutine legal matters	—			—			—			35		9				26			0.02
COVID-19	—			—			—			68		17				51			0.04
Adjusted GAAP	$	265		$	—		$	—		$	1,178	$	301	25.6	%	$	877	1,420.8	$	0.62

Diluted earnings per common share may not foot due to rounding.

Table of Contents

KEURIG DR PEPPER INC.

RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS

For the First Six Months of 2019

(Unaudited, in millions, except per share data)



	Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Other operating expense (income), net			Income from operations			Operating margin
Reported	$	2,292		$	3,024	56.9	%	$	1,939		$	—		$	1,085		20.4	%
Items Affecting Comparability:
Mark to market	(1		)	1				9			—			(8		)
Amortization of intangibles	—			—				(63		)	—			63
Stock compensation	—			—				(15		)	—			15
Restructuring and integration costs	(2		)	2				(97		)	—			99
Productivity	(4		)	4				(29		)	(9		)	42
Transaction costs	—			—				(1		)	—			1
Nonroutine legal matters	—			—				(15		)	—			15
Inventory step-up	(3		)	3				—			—			3
Malware incident	(2		)	2				(6		)	—			8
Adjusted GAAP	$	2,280		$	3,036	57.1	%	$	1,722		$	(9	)	$	1,323		24.9	%



	Interest expense			Loss on early extinguishment of debt			Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share
Reported	$	339		$	9		$	731	$	187	25.6	%	$	544	1,418.5	$	0.38
Items Affecting Comparability:
Mark to market	(45		)	—			37		11				26			0.02
Amortization of intangibles	—			—			63		17				46			0.03
Amortization of deferred financing costs	(7		)	—			7		2				5			—
Amortization of fair value debt adjustment	(13		)	—			13		2				11			0.01
Stock compensation	—			—			15		4				11			0.01
Restructuring and integration costs	—			—			99		26				73			0.05
Productivity	—			—			42		9				33			0.02
Transaction costs	(12		)	—			13		3				10			0.01
Loss on early extinguishment of debt	—			(9		)	9		2				7			—
Nonroutine legal matters	—			—			15		4				11			0.01
Inventory step-up	—			—			3		1				2			—
Malware incident	—			—			8		2				6			—
Adjusted GAAP	$	262		$	—		$	1,055	$	270	25.6	%	$	785	1,418.5	$	0.55

Diluted earnings per common share may not foot due to rounding.

Table of Contents

KEURIG DR PEPPER INC.

RECONCILIATION OF SEGMENT ITEMS TO CERTAIN NON-GAAP ADJUSTED SEGMENT ITEMS

(Unaudited)



(in millions)	Reported			Items Affecting Comparability			Adjusted GAAP
For the second quarter of 2020:
Income from Operations
Coffee Systems	$	290		$	73		$	363
Packaged Beverages	208			61			269
Beverage Concentrates	220			2			222
Latin America Beverages	21			2			23
Unallocated corporate costs	(178		)	76			(102		)
Total income from operations	$	561		$	214		$	775

For the second quarter of 2019:
Income from Operations
Coffee Systems	$	287		$	44		$	331
Packaged Beverages	186			4			190
Beverage Concentrates	244			2			246
Latin America Beverages	26			(6		)	20
Unallocated corporate costs	(156		)	71			(85		)
Total income from operations	$	587		$	115		$	702

KEURIG DR PEPPER INC.

RECONCILIATION OF SEGMENT ITEMS TO CERTAIN NON-GAAP ADJUSTED SEGMENT ITEMS

(Unaudited)



(in millions)	Reported			Items Affecting Comparability			Adjusted GAAP
For the first six months of 2020:
Income from Operations
Coffee Systems	$	562		$	148		$	710
Packaged Beverages	397			75			472
Beverage Concentrates	417			2			419
Latin America Beverages	48			2			50
Unallocated corporate costs	(397		)	205			(192		)
Total income from operations	$	1,027		$	432		$	1,459

For the first six months of 2019:
Income from Operations
Coffee Systems	$	580		$	86		$	666
Packaged Beverages	335			15			350
Beverage Concentrates	445			2			447
Latin America Beverages	37			(5		)	32
Unallocated corporate costs	(312		)	140			(172		)
Total income from operations	$	1,085		$	238		$	1,323

Table of Contents

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 June 30, 2020, 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 $25 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 June 30, 2020, we had derivative contracts outstanding with a notional value of $485 million maturing at various dates through September 25, 2024.

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 June 30, 2020, the carrying value of our fixed-rate debt, excluding lease obligations, was $13,049 million and our variable-rate debt was $1,056 million, inclusive of commercial paper.

Additionally, as of June 30, 2020, the total notional value of receive-variable, pay-fixed interest rate swaps was $450 million.

The following table is an estimate of the impact to our interest rate expense based upon our variable rate debt and derivative instruments that could result from hypothetical interest rate changes during the term of the financial instruments, based on debt levels as of June 30, 2020:




Hypothetical Change in Interest Rates⁽¹⁾		Annual Impact to Interest Expense
1-percent decrease		$6 million decrease
1-percent increase		$6 million increase


(1)	We pay an average floating rate, which fluctuates periodically, based on LIBOR and a credit spread, as a result of variable rate debt instruments. See Notes 2 and 7 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.

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 aluminum, natural gas (for use in processing and packaging), resin, PET, corn (for high fructose corn syrup), pulp, coffee beans, diesel fuel, apple juice concentrate, apples and sucrose.

We utilize commodities derivative instruments and supplier pricing agreements to hedge the risk of adverse movements in commodity prices for limited time periods for certain commodities. As of June 30, 2020, we had derivative contracts outstanding with a notional value of $580 million maturing at various dates through December 31, 2022. The fair market value of these contracts as of June 30, 2020 was a net liability of $51 million.

As of June 30, 2020, 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 a $2 million impact to our income from operations for the remainder of the year ending December 31, 2020.

Table of Contents

ITEM 4. Controls and Procedures

EVALUATION OF DISCLOSURE 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 June 30, 2020, 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 June 30, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

We are occasionally subject to litigation or other legal proceedings relating to our business.

See Note 14 of the Notes to our Unaudited Condensed Consolidated Financial Statements for more information related to commitments and contingencies, which is incorporated herein by reference.

BODYARMOR LITIGATION

On March 6, 2019, ABC, a subsidiary of KDP, filed suit against BodyArmor and Mike Repole in the Superior Court for the State of Delaware. The complaint asserts claims for breach of contract and promissory estoppel against BodyArmor and asserts a claim for tortious interference against Mr. Repole, in each case in connection with BodyArmor's attempted early termination of the distribution contract between BodyArmor and ABC. The complaint seeks monetary damages, attorneys' fees and costs. ABC intends to vigorously prosecute the action. The court has rejected BodyArmor's motion to dismiss our lawsuit. On June 16, 2020, The Coca-Cola Company was added as a defendant to the suit. We are unable to predict the outcome of the lawsuit, the potential recovery, if any, associated with the resolution of the lawsuit or any potential effect it may have on us or our operations.

There have been no other material changes that we are aware of from the legal proceedings set forth in Item 3 of our Annual Report.

ITEM 1A. Risk Factors

Widespread health developments and economic uncertainty resulting from the recent global COVID-19 pandemic, could materially and adversely affect our business, financial condition and results of operations.

Our business has been, and may continue to be, impacted by the fear of exposure to, or actual effects, of the COVID-19 pandemic in countries where we operate or our customers and suppliers are located, such as recommendations or mandates from governmental authorities to close businesses, limit travel, avoid large gatherings or to self-quarantine, as well as temporary closures or decreased operations of the facilities of our customers, distributors or suppliers. These impacts include, but are not limited to:

•

Significant reductions in demand or significant volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other restrictions, store closures, or financial hardship, shifts in demand away from one or more of our higher priced products to lower priced products, or stockpiling or similar activity, reduced options for marketing and promotion of products or other restrictions in connection with the COVID-19 pandemic; if prolonged, such impacts can further increase the difficulty of operating our business, including accurately planning and forecasting;

•

Inability to meet our consumers' and customers’ needs and achieve cost targets due to disruptions in our manufacturing and supply arrangements caused by the loss or disruption of essential manufacturing and supply elements, such as raw materials or purchased finished goods, logistics, reduction or loss of workforce due to the insufficiency or failure of our safety protocols, or other manufacturing and distribution capability;

•

Failure of third parties, including those located in international locations, on which we rely, including our suppliers, bottlers, distributors, contract manufacturers, third-party service providers, contractors, commercial banks and external business partners, to meet their obligations to us or to timely meet those obligations, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties; or

•

Significant changes in the conditions in markets in which we manufacture, sell or distribute our products, including quarantines, governmental or regulatory actions, closures or other restrictions that limit or close our operating and manufacturing facilities, restrict our employees’ ability to perform necessary business functions, restrict or prevent consumers from having access to our products, or otherwise prevent our third-party bottlers, distributors, partners, suppliers, or customers from sufficiently staffing operations, including operations necessary for the production, distribution, sale, and support of our products.

All of these impacts could place limitations on our ability to execute on our business plan and materially and adversely affect our business, financial condition and results of operations. We continue to monitor the situation, have actively implemented policies and procedures to address the situation, and as the pandemic continues to further unfold, we may adjust our current policies and procedures as regulations are implemented or more information and guidance become available. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A of our Annual Report, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.

There have been no other material changes that we are aware of from the risk factors set forth in Item 1A of our Annual Report.

Table of Contents

ITEM 6. Exhibits



2.1	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).
2.2	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	Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporate herein by reference).
3.5	Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of July 9, 2018 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (filed July 9, 2018) 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 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).
4.3	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).
4.4	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).
4.5	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).
4.6	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).
4.7	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).
4.8	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).
4.9	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).
4.10	Second Supplemental Indenture, dated as of January 11, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on January 11, 2011) and incorporated herein by reference).
4.11	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).
4.12	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).
4.13*	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.

Table of Contents



4.14	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).
4.15	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).
4.16	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).
4.17	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).
4.18	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).
4.19	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).
4.20	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).
4.21	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).
4.22	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).
4.23	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).
4.24	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).
4.25	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).
4.26	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).
4.27	Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference).
4.28	Investor Rights Agreement by and among Keurig Dr Pepper Inc. and The Holders Listed on Schedule A thereto, dated as of July 9, 2018 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.29	Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary 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 July 9, 2018) and incorporated herein by reference).
4.30	First Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2021 Notes (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.31	Second Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.32	Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.33	Fourth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).

Table of Contents



4.34	Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.35	Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.36	Seventh Supplemental Indenture, dated as of July 9, 2018, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.37	Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.38	Joinder to the Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.39	Description of registered securities (filed as Exhibit 4.40 to the Company's Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).
4.40	Tenth Supplemental Indenture (including 3.20% Senior Notes Due 2030 and 3.80% Senior Notes Due 2050 (in global form)), dated as of April 13, 2020, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference).
10.1	Term Loan Agreement, dated as of February 8, 2019, among Keurig Dr Pepper Inc., the banks party thereto and JPMorgan Chase, Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on February 11, 2019) and incorporated herein by reference).
10.2	Credit Agreement, dated as of May 29, 2019, among Keurig Dr Pepper Inc., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on May 29, 2019) and incorporated herein by reference).
10.3	Amended and Restated Employment Agreement, dated as of July 2, 2018, by and between Keurig Green Mountain, Inc. and Robert J. Gamgort (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
10.4	Employment Agreement, dated as of April 12, 2016, by and between Keurig Green Mountain, Inc. and Ozan Dokmecioglu (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
10.5	Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
10.6	Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
10.7	Directors' Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
10.8	Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on June 11, 2019) and incorporated herein by reference).++
10.9	Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
10.10	Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
10.11	Keurig Dr Pepper Inc. Severance Pay Plan for Executives, effective as of January 1, 2020 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).++
10.12	Credit Agreement, dated as of April 14, 2020, among Keurig Dr Pepper Inc., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on April 15, 2020) and incorporated herein by reference).
22.1*	List of Guarantor Subsidiaries
31.1*	Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act.
31.2*	Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act.

Table of Contents



32.1**	Certification of Chief Executive Officer of Keurig Dr Pepper 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 Keurig Dr Pepper 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 Keurig Dr Pepper Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104*	The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL.

* Filed herewith.

** Furnished herewith.

++ Indicates a management contract or compensatory plan or arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements 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.



	Keurig Dr Pepper Inc.

	By:	/s/ Ozan Dokmecioglu

	Name:	Ozan Dokmecioglu
	Title:	Chief Financial Officer of Keurig Dr Pepper Inc.
		(Principal Financial Officer)
Date: July 30, 2020

Exhibit 4.13

This FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of November 20, 2012, among DR PEPPER SNAPPLE GROUP, INC., a Delaware corporation (the “Company”), the Guarantors listed in Schedule I (the “Guarantors”), and WELLS FARGO BANK, N.A., as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of December 15, 2009 (the “Indenture”), providing for the issuance by the Company from time to time of its debt securities to be issued in one or more series;

WHEREAS, Sections 2.1 and 9.1 of the Indenture provide, among other things, that the Company and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Indenture to provide for specific terms applicable to any series of notes;

WHEREAS, Section 2.1 of the Indenture provides, among other things, that there shall be established in or pursuant to a Board Resolution, and set forth, or determined in the manner provided, in an Officers’ Certificate of the Company or in a Company Order, or established in one or more indentures supplemental to the Indenture, prior to the issuance of Securities of any series whether Securities of the series are entitled to the benefits of any Securities Guarantee of any Guarantor pursuant to the Indenture, the identity of any such Guarantors, whether Notations of such Securities Guarantees are to be included on such Securities and any terms of such Securities Guarantee with respect to the Securities of the series in addition to those set forth in Article X of the Indenture, or any exceptions to or changes to those set forth in Article X of the Indenture;

WHEREAS, Section 10.1 of the Indenture provides that prior to the authentication and delivery upon original issuance of Securities of any series that are to be guaranteed by a Person, the Company, the Trustee and such Person shall have entered into a supplemental indenture pursuant to Section 9.1(11) of the Indenture whereby such Person shall have executed a Securities Guarantee under the Indenture with respect to any series of Securities as to which such Person has been so established pursuant to Section 2.1 of the Indenture as a Guarantor thereof.

WHEREAS, the Company intends by this Fourth Supplemental Indenture to create and provide for the issuance of two new separate series of debt securities to be designated as the “2.000% Notes due 2020” (the “2020 Notes”) and the “2.700% Notes due 2022” (the “2022 Notes” and, together with the 2020 Notes, the “Notes”);

WHEREAS, the Company intends by this Fourth Supplemental Indenture to provide that the 2020 Notes and the 2022 Notes will be entitled to the benefits of the Securities Guarantee of the Guarantors;

WHEREAS, the Guarantors intend by this Fourth Supplemental Indenture to execute a Securities Guarantee with respect to the 2020 Notes and the 2022 Notes;

WHEREAS, pursuant to Section 9.1(9) and (11) of the Indenture, the Trustee, the Company and the Guarantors are authorized to execute and deliver this Fourth Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder of Notes;

WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Indenture and delivered as provided in the Indenture against payment therefor, valid, binding and legal obligations of the Company and the Guarantors according to their terms, and all actions required to be taken by the Company and the Guarantors under the Indenture to make this Fourth Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantors, have been done;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

(a) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.

(b) The following are definitions used in this Fourth Supplemental Indenture, and to the extent that a term is defined both herein and in the Indenture, the definition in this Fourth Supplemental Indenture shall govern with respect to the Notes.

“Attributable Debt” in respect of a sale and leaseback transaction means, at any time of determination, the present value at that time of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Attributable Debt represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Capital Lease Obligation” means, at any time of determination, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP.

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its Subsidiaries) becoming the beneficial owner (as defined in Rules

13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in a transaction or a series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to one or more Persons (other than the Company or one of its subsidiaries); or (3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (a) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (b)(i) immediately following that transaction, the direct or indirect holders of the Voting Stock of the holding company are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction, or (ii) immediately following that transaction no Person is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of the holding company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed.

“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all of these quotations.

“Consolidated Total Assets” means, with respect to any Person, as of any date of determination, the total assets reflected on the consolidated balance sheet of such Person and its subsidiaries as of the end of the most recently ended fiscal quarter of such Person for which consolidated financial statements have been prepared, determined on a consolidated basis in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (a) was a member of the Board of Directors on the date the Notes were issued or (b) was nominated for election, elected or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Credit Agreements” means the Existing Credit Agreements as such agreements may be amended, supplemented or otherwise modified from time to time, and any agreement, indenture or other documentation relating to extensions, refinancings, replacements or restructuring of the credit facilities governed by the Existing Credit Agreements, whether the same or any other agent, agents, lenders or group of lenders is or are parties thereto.

“Existing Credit Agreements” means the credit agreement dated as of September 25, 2012 among the Company, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Deutsche Bank Securities Inc., as syndication agents, and Branch Banking and Trust Company, Credit Suisse AG, Cayman Islands Branch, HSBC Bank USA, N.A., Morgan Stanley Senior Funding, Inc., UBS Securities LLC and U.S. Bank National Association, as co-documentation agents.

“Fitch” means Fitch Ratings.

“Funded Debt” means Indebtedness which by its terms matures at or is extendible or renewable at the option of the obligor to date more than 12 months after the date of the creation or incurrence of such Indebtedness.

“Indebtedness” means, with respect to any Person, without duplication, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures, or similar instruments or letters of credit (or reimbursement agreements with respect thereto); (3) in respect of banker’s acceptances, bank guarantees, surety bonds or similar instruments; (4) representing Capital Lease Obligations; or (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business; if and to the extent any of the preceding items (other than letters of credit) would appear as a liability upon a balance sheet (excluding the notes thereto) of the specified Person prepared in accordance with GAAP.

In addition, the term “Indebtedness” includes all of the following items, whether or not any such items would appear as a liability on a balance sheet of the specified Person in accordance with GAAP: (1) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person); and (2) to the extent not otherwise included, any guarantee by the specified Person of Indebtedness of any other Person.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

“Lien” means any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction. Notwithstanding the foregoing, an operating lease shall not be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc.

“Permitted Encumbrances” means: (1) Liens imposed by law for taxes, assessments or governmental charges that are not overdue for a period of more than 30 days or that are being contested in good faith; (2) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Liens) or are being contested in good faith; (3)(i) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Subsidiary of the Company; (4) deposits to secure the performance of bids, trade contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business; (5) judgment liens for the payment of money (i) not in excess of $75,000,000 in the aggregate (to the extent not covered by independent third-party insurance) or (ii) in respect of judgments that the Company or a Subsidiary of the Company is in good faith prosecuting an appeal or other proceeding for review or Liens incurred by the Company or a Subsidiary of the Company for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or a Subsidiary of the Company is a party; (6) easements, restrictions, rights-of-way and similar encumbrances and minor title defects on real property imposed by law or arising in the ordinary course of business that do not secure any payment obligations and do not, in the aggregate, materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary of the Company; (7) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (8) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (9) Liens (i) of a collection bank on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are customary in the banking industry; (10) any interest or title of a lessor

under leases entered into by the Company or any of its Subsidiaries in the ordinary course of business and financing statements with respect to a lessor’s right in and to personal property leased to the Company or any of its Subsidiaries in the ordinary course of the Company’s or any of its Subsidiaries’ business other than through a capital lease; (11) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Subsidiaries in the ordinary course of business; (12) Liens deemed to exist in connection with Permitted Investments and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (13) Liens that are contractual rights of set-off: (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Subsidiary of the Company to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Subsidiary of the Company in the ordinary course of business; (14) Liens solely on any cash earnest money deposits made by the Company or any Subsidiaries in connection with any letter of intent or purchase agreement; (15) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located; (16) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (17) any zoning or similar law or right reserved to or vested in any governmental authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Company or any Subsidiary of the Company; and (18) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods.

“Permitted Investments” means: (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s; (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and (e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a‑7 under the Investment Company Act of 1940, as amended (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Principal Property” means (i) any manufacturing, processing or bottling plant, warehouse or distribution center (including the land upon which it is situated), owned and operated by the Company or any Subsidiary of the Company on the date the separation of the Company from Cadbury Schweppes was completed, other than property which, in the opinion of the Board of Directors of the Company, individually and in the aggregate, is not of material importance to the business conducted by the Company and its Subsidiaries, taken as a whole, and (ii) any manufacturing, processing or bottling plant, warehouse or distribution center (including the land upon which it is situated), purchased or constructed by the Company or any Subsidiary of the Company after the date the separation of the Company from Cadbury Schweppes was completed, provided that the original cost of such purchase or construction is an amount greater than 1% of Consolidated Total Assets of the Company.

“Rating Agencies” means (a) each of Fitch, Moody’s and S&P; and (b) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” (within the meaning of Section 3(a)(62) of the Exchange Act) selected by the Company as a replacement Rating Agency for a former Rating Agency.

“Rating Event” means the rating on the applicable series of Notes is lowered by each of the Rating Agencies and such Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided that a Rating Event will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating Agency making the reduction in rating does not publicly announce or confirm or inform the trustee in writing at the Company’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event). If any Rating Agency is not providing a rating of the Notes on any day during the relevant period for any reason and the Company has not selected a replacement Rating Agency pursuant to the terms hereof, the rating of such Rating Agency shall be deemed to be below an Investment Grade Rating on such day and such Rating Agency will be deemed to have lowered its rating of the Notes during the relevant period.

investment banking firm selected by the Company that is a primary U.S. Government securities dealer and (ii) two other primary U.S. Government securities dealers selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Treasury Rate” means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity, computed as the second business day immediately preceding that redemption date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

Section 1.02 Other Definitions.



Term Defined in Section
“Change of Control Offer”	4.01(b)
“Change of Control Payment”	4.01(a)
“Change of Control Payment Date”	4.01(b)(ii)
“Interest Payment Date” “Maturity Date” “Regular Record Date”	2.04(c) 2.04(b) 2.04 (c)

Section 1.03 Incorporation by Reference of Trust Indenture Act.

The Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of the Indenture. The following Trust Indenture Act terms have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Fourth Supplemental Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company and the Guarantors and any other obligor on the indenture securities.

All other Trust Indenture Act terms used in this Fourth Supplemental Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions.

ARTICLE II

APPLICATION OF SUPPLEMENTAL INDENTURE
AND CREATION, FORMS, TERMS AND CONDITIONS OF NOTES

Section 2.01 Application of this Fourth Supplemental Indenture.

Notwithstanding any other provision of this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the holders of the Notes. The Notes constitute two separate series of Securities as provided in Section 2.1 of the Indenture.

Section 2.02 Creation of the Notes. In accordance with Section 2.1 of the Indenture, the Company hereby creates each of the 2020 Notes and the 2022 Notes as a separate series of its Securities issued pursuant to the Indenture. The 2020 Notes shall be issued initially in an aggregate principal amount of $250,000,000. The 2022 Notes shall be issued initially in an aggregate principal amount of $250,000,000.

Section 2.03 Form of the Notes. The Notes shall each be issued in the form of a Global Note, duly executed by the Company and the Guarantors and authenticated by the Trustee, which shall be deposited with the Trustee as custodian for DTC and registered in the name of “Cede & Co.,” as the nominee of DTC. The 2020 Notes shall be substantially in the form of Exhibit A attached hereto, and the 2022 Notes shall be substantially in the form of Exhibit B attached hereto. So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or its nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Ownership of beneficial interests in such Global Note shall be shown on, and transfers thereof will be effective only through, records maintained by DTC (with respect to beneficial interests of participants) or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners).

Section 2.04 Terms and Conditions of the 2020 Notes.

The 2020 Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this Fourth Supplemental Indenture. In particular, the following provisions shall be terms of the 2020 Notes:

(a) Title and Conditions of the 2020 Notes. The title of the 2020 Notes shall be as specified in the Recitals; and the aggregate principal amount of the 2020 Notes shall be as specified in Section 2.02 of this Article II, except for 2020 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 2.8, 2.9, 2.13, 2.16, 5.7 or 9.5 of the Indenture.

(b) Stated Maturity. The 2020 Notes shall mature, and the principal of the 2020 Notes shall be due and payable in U.S. Dollars to the Holders thereof, together with all accrued and unpaid interest thereon, on January 15, 2020 (the “2020 Maturity Date”).

(c) Payment of Principal and Interest. The 2020 Notes shall bear interest at 2.000% per annum, from and including November 20, 2012, or from the most recent 2020 Interest Payment Date (as defined hereafter) on which interest has been paid or provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. Interest shall be calculated on the basis of a 360‑day year comprised of twelve 30-day months. Interest on the 2020 Notes shall be payable semi-annually in arrears in U.S. Dollars on January 15 and July 15 of each year, commencing on July 15, 2013 (each such date, a “2020 Interest Payment Date” for the purposes of the 2020 Notes under this Fourth Supplemental Indenture). Payments of interest shall be made to the Person in whose name a 2020 Note (or predecessor 2020 Note) is registered (which shall initially be the Depositary) at the close of business on January 1 or July 1, as the case may be, next preceding such 2020 Interest Payment Date (each such date, a “2020 Regular Record Date” for the purposes of the 2020 Notes under this Fourth Supplemental Indenture.

(d) Registration and Form. The 2020 Notes shall be issuable as registered securities as provided in Section 2.03 of this Article II. The form of the 2020 Notes shall be as set forth in Exhibit A attached hereto. The 2020 Notes shall be issued and may be transferred only in minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. All payments of principal, redemption price and accrued unpaid interest in respect of the 2020 Notes shall be made by the Company by wire transfer of immediately available funds in U.S. Dollars to the Depositary or its nominee, as the case may be, as the registered owner of the Global Notes representing such 2020 Notes.

(e) Legal Defeasance and Covenant Defeasance. The provisions for legal defeasance in Section 8.2 of the Indenture, and the provisions for covenant defeasance in Section 8.3 of the Indenture, shall be applicable to the 2020 Notes.

(f) Further Issuance. Notwithstanding anything to the contrary contained herein or in the Indenture, the Company may, from time to time, without the consent of or notice to the Holders, create and issue further securities having the same ranking and interest rate, maturity and other terms as the 2020 Notes, except for issue date, the public offering price and the first interest payment date. Additional 2020 Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding 2020 Notes.

(g) Redemption. The 2020 Notes are subject to redemption by the Company in whole or in part in the manner described herein.

(h) Guarantees. The payment of the principal and any accrued and unpaid interest on the 2020 Notes, whether at the 2020 Maturity Date, by acceleration, by redemption or otherwise, is fully and unconditionally guaranteed, jointly and severally, by the Guarantors as provided in Article X of the Indenture.

(i) Ranking. The 2020 Notes and the Securities Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively, and rank equally in right of payment with all unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.

(j) Sinking Fund. The 2020 Notes are not entitled to any sinking fund.

(k) Other Terms and Conditions. The 2020 Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit A hereto.

Section 2.05 Terms and Conditions of the 2022 Notes.

The 2022 Notes shall be governed by all the terms and conditions of the Indenture, as supplemented by this Fourth Supplemental Indenture. In particular, the following provisions shall be terms of the 2022 Notes:

(a) Title and Conditions of the 2022 Notes. The title of the 2022 Notes shall be as specified in the Recitals; and the aggregate principal amount of the 2022 Notes shall be as specified in Section 2.02 of this Article II, except for 2022 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Notes pursuant to Sections 2.8, 2.9, 2.13, 2.16, 5.7 or 9.5 of the Indenture.

(b) Stated Maturity. The 2022 Notes shall mature, and the principal of the 2022 Notes shall be due and payable in U.S. Dollars to the Holders thereof, together with all accrued and unpaid interest thereon, on November 15, 2022 (the “2022 Maturity Date”).

(c) Payment of Principal and Interest. The 2022 Notes shall bear interest at 2.700% per annum, from and including November 20, 2012, or from the most recent 2022 Interest Payment Date (as defined hereafter) on which interest has been paid or

provided for until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. Interest shall be calculated on the basis of a 360‑day year comprised of twelve 30-day months. Interest on the 2022 Notes shall be payable semi-annually in arrears in U.S. Dollars on May 15 and November 15 of each year, commencing on May 15, 2013 (each such date, a “2022 Interest Payment Date” for the purposes of the 2022 Notes under this Fourth Supplemental Indenture). Payments of interest shall be made to the Person in whose name a 2022 Note (or predecessor 2022 Note) is registered (which shall initially be the Depositary) at the close of business on May 1 or November 1, as the case may be, next preceding such 2022 Interest Payment Date (each such date, a “2022 Regular Record Date” for the purposes of the 2022 Notes under this Fourth Supplemental Indenture.

(d) Registration and Form. The 2022 Notes shall be issuable as registered securities as provided in Section 2.03 of this Article II. The form of the 2022 Notes shall be as set forth in Exhibit B attached hereto. The 2022 Notes shall be issued and may be transferred only in minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. All payments of principal, redemption price and accrued unpaid interest in respect of the 2022 Notes shall be made by the Company by wire transfer of immediately available funds in U.S. Dollars to the Depositary or its nominee, as the case may be, as the registered owner of the Global Notes representing such 2022 Notes.

(f) Further Issuance. Notwithstanding anything to the contrary contained herein or in the Indenture, the Company may, from time to time, without the consent of or notice to the Holders, create and issue further securities having the same ranking and interest rate, maturity and other terms as the 2022 Notes, except for issue date, the public offering price and the first interest payment date. Additional 2022 Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding 2022 Notes.

(g) Redemption. The 2022 Notes are subject to redemption by the Company in whole or in part in the manner described herein.

(h) Guarantees. The payment of the principal and any accrued and unpaid interest on the 2022 Notes, whether at the 2022 Maturity Date, by acceleration, by redemption or otherwise, is fully and unconditionally guaranteed, jointly and severally, by the Guarantors as provided in Article X of the Indenture.

(i) Ranking. The 2022 Notes and the Securities Guarantees are senior unsecured obligations of the Company and the Guarantors, respectively, and rank equally in right of payment with all unsecured and unsubordinated indebtedness of the Company and the Guarantors, respectively.

(j) Sinking Fund. The 2022 Notes are not entitled to any sinking fund.

(k) Other Terms and Conditions. The 2022 Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit B hereto.

ARTICLE III

REDEMPTION

Section 3.01 Optional Redemption. The 2020 Notes are subject to redemption at any time or from time to time, in whole or in part, and the 2022 Notes are subject to redemption at any time or from time to time prior to August 15, 2022, in whole or in part, in each case, at the Company’s option at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed, and

(ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points,

in each case plus accrued and unpaid interest thereon to the redemption date.

In addition, the 2022 Notes are subject to redemption at any time or from time to time on or after August 15, 2022, in whole or in part, at the Company’s option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

Section 3.02 Notices to Trustee.

If the Company elects to redeem the Notes of either series pursuant to this Article III, it shall notify the Trustee in writing of the redemption date and the principal amount of Notes to be redeemed.

The Company shall give each notice to the Trustee provided for in this Section upon not later than the earlier of 45 days before the redemption date or the date on which notice is given to the Holders (unless the Trustee consents to a shorter period). Such notice shall be accompanied by an Officers’ Certificate to the effect that such redemption will comply with the conditions herein and in the Indenture.

Section 3.03 Selection of Notes to Be Redeemed.

If fewer than all the Notes of a series are to be redeemed, the Trustee shall, subject to applicable law, select the Notes of such series to be redeemed as follows: (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or (2) on a pro rata basis, if the Notes are not listed on any national securities exchange.

The Trustee shall make the selection of Notes to be redeemed from outstanding Notes of such series not previously called for redemption. Provisions of this Fourth Supplemental Indenture that apply to the Notes called for redemption also apply to portions of the Notes called for redemption. The Trustee shall notify the Company promptly of the Notes or portions of the Notes to be redeemed.

Section 3.04 Notice of Redemption.

At least 30 days but not more than 60 days before the redemption date of the Notes, the Company shall mail a notice of redemption by first-class mail to each Holder of the Notes to be redeemed at such Holder’s registered address.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price and the amount of accrued interest to the redemption date;

(d) that the Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(e) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed;

(f) if the Notes are to be redeemed in part, upon surrender of such Notes, the Holder will receive, without charge, a new Note for the principal amount remaining unredeemed;

(g) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest on the Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

(h) the CUSIP number, if any, printed on the Notes being redeemed; and

(i) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section.

Section 3.05 Effect of Notice of Redemption.

Once notice of redemption is mailed, the Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest, if any, to the redemption date; provided, however, that installments of interest on the Notes that are due and payable on the 2020 Interest Payment Dates or the 2022 Interest Payment Dates, as the case may be, falling on or prior to a redemption date will be payable on such 2020 Interest Payment Date or 2022 Interest Payment Date to the registered Holders as of the close of business on the relevant 2020 Regular Record Date or 2022 Regular Record Date, as the case may be, according to the terms of the Notes and the Indenture. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

Section 3.06 Deposit of Redemption Price.

Prior to 11:00 a.m. New York City time on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date.

Section 3.07 Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company and the Guarantors shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Note of such series equal in principal amount to the unredeemed portion of the Notes surrendered.

ARTICLE IV

CHANGE OF CONTROL

Section 4.01 Change of Control.

(a) Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been called for redemption pursuant to Section 3.01 hereof, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of such Holder’s Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase (the “Change of Control Payment”).

(b) Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any proposed Change of Control, but after the public announcement of the proposed Change of Control, the Company shall mail, or cause to be mailed, a notice (a “Change of Control Offer”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Triggering Event and specifying:

(i) that the Change of Control Offer is being made pursuant to this Section 4.01 and that all Notes tendered will be accepted for payment;

(ii) the Change of Control Payment and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(iii) the CUSIP numbers for the Notes;

(iv) that any Note not tendered will continue to accrue interest;

(v) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(vii) that Holders will be entitled to withdraw their election referred to in clause (vi) if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased;

(viii) that Holders whose Notes of any series are being purchased only in part will be issued new Notes of such series equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and

(ix) if the notice is mailed prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.

(c) The Company shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.01, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.01 by virtue of such conflict.

(d) On the Change of Control Payment Date, the Company will, to the extent lawful:

(i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

(e) The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note of the same series equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(f) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.01 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. In addition, notwithstanding the provisions of this Section 4.01, if an Event of Default exists under the Indenture (which is unrelated to the repurchase provisions of this Section 4.01), including Events of Default arising with respect to other series of Securities, the Company shall not be required to repurchase the Notes.

ARTICLE V

COVENANTS

The covenants set forth in this Article V shall be applicable to the Company in addition to the covenants in Article III of the Indenture, which shall in all respects be applicable in respect of the Notes.

Section 5.01 Limitation on Secured Indebtedness.

The Company shall not, and shall not permit any Subsidiary to, incur, issue, assume, or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, owned or acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding Notes and the Securities Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter

created which is not subordinate to the Notes or the Securities Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:

(a) Permitted Encumbrances;

(b) Liens on any asset or property at the date of the indenture, provided that,

(i) such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and

(ii) such Liens shall secure only those obligations which it secures on the date of the Indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(c) Liens on any asset or property of any corporation or other Person at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that,

(i) such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and

(ii) such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and

(iii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens securing Indebtedness of

(i) a Subsidiary of the Company to the Company or a Guarantor,

(ii) the Company to a Guarantor, or

(iii) a Guarantor to the Company or another Guarantor;

(e) Liens on any property or asset to secure the payment of all or any part of the Capital Lease Obligations or purchase price of such property or asset upon the acquisition or lease of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition or lease of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof or Capital Lease

Obligations with respect thereto, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;

(f) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;

(g) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or

(h) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (a) through (g) above; provided, however, that

(i) such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and

(ii) the principal amount of Indebtedness secured by such Liens at such time is not increased.

Section 5.02 Limitation on Sale and Leaseback Transactions.

The Company shall not directly or indirectly, and shall not permit any Subsidiary directly or indirectly to, engage in the sale or transfer of any Principal Property to a Person and the taking back by the Company or any of its Subsidiaries, as the case may be, of a lease of such Principal Property, whether now owned or hereafter acquired, unless:

(a) such transaction was entered into prior to date of the Indenture;

(b) such transaction was for the sale and leasing back to the Company by any one of its Subsidiaries;

(d) such transaction occurs within six months from the date of acquisition of the subject Principal Property or the date of the completion of construction or commencement of full operations of such Principal Property, whichever is later;

(e) the Company or such Subsidiary under Sections 6.01(a) through (h) of this Fourth Supplemental Indenture may incur Indebtedness secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the Notes; or

(f) the Company or a Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other property or assets used or useful in its business or to the retirement of Funded Debt within 270 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of Funded Debt, the Company or a Subsidiary may deliver Notes to the Trustee for cancellation, such Notes to be credited to the amount of net proceeds from the sale of such property or assets at the cost of acquisition of such Notes to the Company or such Subsidiary.

Section 5.03 Exceptions.

Notwithstanding the restrictions set forth in Sections 5.01 and 5.02 of this Fourth Supplemental Indenture on Indebtedness secured by Lien and sale and leaseback transactions, respectively, the Company and its Subsidiaries may incur, issue, assume or guarantee Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, or engage in the sale or transfer of any Principal Property and the leaseback of such Principal Property by the Company or any of its Subsidiaries, provided that at the time of such restricted transaction, and after giving effect thereto, the aggregate principal amount of all Indebtedness secured by Liens on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, together with the aggregate amount of Attributable Debt outstanding in respect of sale and leaseback transactions does not exceed 15% of Consolidated Total Assets of the Company.

ARTICLE VI

AGREEMENT TO BE BOUND; SECURITIES GUARANTEE

Section 6.01 Agreements to be Bound. Each Guarantor hereby becomes a party to the Indenture as a Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guarantors agree to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

Section 6.02 Guarantees. Each Guarantor hereby unconditionally guarantees, jointly and severally with each other Guarantor, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the full and punctual payment when due, whether at Maturity, by redemption, acceleration or otherwise, of the obligations of the Company under the Notes and the other guaranteed obligations of the Company set forth in Article X of the Indenture. The terms of each Securities Guarantee are more fully set forth in Article X of the Indenture and each Guarantor agrees to be bound by such terms.

Section 6.03 Future Guarantors. The Company shall cause any Subsidiary of the Company that guarantees, directly or indirectly, any Indebtedness of the Company (including any Indebtedness under any Credit Agreement) to at the same time, execute and deliver to the Trustee a supplement to the Indenture pursuant to which such Subsidiary will guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture. Thereafter, such

Subsidiary shall be a Guarantor for all purposes of the Indenture until such Securities Guarantee is released in accordance with the provisions of the Indenture.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Ratification of Indenture.

This Fourth Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Fourth Supplemental Indenture shall read, taken and constructed as one and the same instrument.

Section 7.02 Trust Indenture Act Controls.

If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Fourth Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.

Section 7.03 Notices.

All notices and other communications shall be given as provided in the Indenture; provided that notices to a Guarantor shall be given to such Guarantor in case of the Company.

Section 7.04 Governing Law.

THIS FOURTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 7.05 Successors.

All agreements of the Company and the Guarantors in this Fourth Supplemental Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Fourth Supplemental Indenture shall bind its successors.

Section 7.06 Multiple Originals.

The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Fourth Supplemental Indenture.

Section 7.07 Headings.

The headings of the Articles and Sections of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 7.08 Trustee Not Responsible for Recitals

The recitals contained herein shall be taken as statements of the Company and the Guarantors, and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture, except that the Trustee represents that it is duly authorized to execute and deliver this Fourth Supplemental Indenture and perform its obligations hereunder.

Section 7.09

IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed as of the date first written above.

COMPANY:

DR PEPPER SNAPPLE GROUP, INC.

By: /s/ Martin M. Ellen

Name: Martin M. Ellen

Title: Executive Vice President and Chief Financial Officer

GUARANTORS:

234DP AVIATION, LLC

A&W CONCENTRATE COMPANY

AMERICAS BEVERAGES MANAGEMENT GP

AMTRANS, INC.

BERKELEY SQUARE US, INC.

BEVERAGE INVESTMENTS LLC

BEVERAGES DELAWARE INC.

DP BEVERAGES INC.

DPS AMERICAS BEVERAGES, LLC

DPS BEVERAGES, INC.

DPS FINANCE II, INC.

DPS HOLDINGS INC.

DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY

DR PEPPER/SEVEN UP MANUFACTURING COMPANY

DR PEPPER/SEVEN UP, INC.

HIGH RIDGE INVESTMENTS US, INC.

INTERNATIONAL BEVERAGE INVESTMENTS GP

INTERNATIONAL INVESTMENTS MANAGEMENT LLC

MOTT’S GENERAL PARTNERSHIP

MOTT’S LLP

MSSI LLC

NANTUCKET ALLSERVE, INC.

NUTHATCH TRADING US, INC.

PACIFIC SNAPPLE DISTRIBUTORS, INC.

ROYAL CROWN COMPANY, INC.

SNAPPLE BEVERAGE CORP.

THE AMERICAN BOTTLING COMPANY

By: /s/ Martin M. Ellen

Name: Martin M. Ellen

Title: Executive Vice President and Chief Financial Officer

SPLASH TRANSPORT, INC.

By: /s/ Robert Callan

Name: Robert Callan

Title: Senior Vice President and Secretary

TRUSTEE:

WELLS FARGO BANK, N.A., as Trustee

By: /s/ John C. Stohlmann

Name: John C. Stohlmann

Title: Vice President

SCHEDULE I

LIST OF GUARANTORS

234DP Aviation, LLC

A&W Concentrate Company

Americas Beverages Management GP

AmTrans, Inc.

Berkeley Square US, Inc.

Beverage Investments LLC

Beverages Delaware Inc.

DP Beverages Inc.

DPS Americas Beverages, LLC

DPS Beverages, Inc.

DPS Finance II, Inc.

DPS Holdings Inc.

Dr Pepper/Seven-Up Beverage Sales Company

Dr Pepper/Seven Up Manufacturing Company

Dr Pepper/Seven Up, Inc.

High Ridge Investments US, Inc.

International Beverage Investments GP

International Investments Management LLC

Mott’s General Partnership

Mott’s LLP

MSSI LLC

Nantucket Allserve, Inc.

Nuthatch Trading US, Inc.

Pacific Snapple Distributors, Inc.

Royal Crown Company, Inc.

Snapple Beverage Corp.

Splash Transport, Inc.

The American Bottling Company

EXHIBIT A

FORM OF 2020 NOTE

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CUSIP NO. 26138E AQ2

DR PEPPER SNAPPLE GROUP, INC.

2.000% SENIOR NOTE DUE 2020

$250,000,000 No.: R-1

DR PEPPER SNAPPLE GROUP, INC., a Delaware corporation (herein called the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto on January 15, 2020 and to pay interest thereon at the rate of 2.000% per annum from and including November 20, 2012, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on January 15 and July 15 of each year, commencing July 15, 2013 (each an “Interest Payment Date”), until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such interest, which will be the January 1 and July 1, as the case may be (each, a “Regular Record Date”), immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose pursuant to the Indenture (initially the principal corporate trust office of the Trustee in Dallas, Texas (the “Corporate Trust Office”)), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. Payments of principal and interest at maturity will be made against presentation of this Note at the Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer.

Reference is hereby made to the further provisions of this Note set forth on the reverse side hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee or an authenticating agent under the Indenture referred to on the reverse hereof by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Company has caused this Note to be signed in its name by the manual or facsimile signature of its Chief Executive Officer, its President or one of its Vice Presidents and attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.

Date: November 20, 2012

DR PEPPER SNAPPLE GROUP, INC.

By: _____________________________

Name:

Title:

ATTEST:

_____________________________

Secretary

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

WELLS FARGO BANK, N.A.,

as Trustee

By: ___________________________

Authorized Officer

(Reverse of Note)

DR PEPPER SNAPPLE GROUP, INC.

2.000% SENIOR NOTE DUE 2020

1. This Note is one of a duly authorized issue of securities of the Company designated as its 2.000% Senior Notes due 2020 (the “Notes”) limited in aggregate principal amount to $250,000,000 issued and to be issued under an indenture, dated as of December 15, 2009, between the Company and Wells Fargo Bank, N.A., as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), and the fourth supplemental indenture, dated as of November 20, 2012 (the “Base Indenture,” as so supplemented and as it may be further supplemented or amended from time to time, is herein referred to as the “Indenture”), between the Company, the guarantors named therein and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post-default interest), will constitute unsecured and unsubordinated indebtedness of the Company and will rank equally in right of payment with all of the Company's current and future unsecured and unsubordinated indebtedness.

2. The Notes are subject to redemption at any time or from time to time, in whole or in part, at the Company’s option at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed, and

plus, in each case, accrued and unpaid interest thereon to the redemption date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Reference Treasury Dealer” means (i) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (or their respective affiliates that are primary U.S. Government securities dealers), and their respective successors, or if at any time any of the above is not a primary U.S. Government securities dealer, another nationally recognized investment banking firm selected by the Company that is a primary U.S. Government securities dealer and (ii) two other primary U.S. Government securities dealers selected by us.

Any notice to Holders of Notes of a redemption pursuant to this paragraph 2 hereof will include, among other things set forth in the Indenture, the redemption date, the redemption price, the amount of accrued and unpaid interest to the redemption date, and the name and address of the Paying Agent.

3. Upon the occurrence of a Change of Control Triggering Event, unless all Notes have been called for redemption pursuant to paragraph 2 of this Note, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of such Holder’s Notes at an offer price in cash equal to 101% of the aggregate principal amount of such Notes plus accrued and unpaid interest thereon, if any, to the date of repurchase. “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event, as such terms are defined in the Indenture. The Change of Control Offer will be made in accordance with the terms specified in the Indenture.

4. The payment of the principal of and interest on the Notes will be unconditionally guaranteed by the Guarantors, if any, on the terms set forth in the Indenture.

5. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

6. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of Notes at the time outstanding. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of Notes at the time outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

7. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin or currency, herein prescribed.

8. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company, and duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

9. The Notes are issuable only in fully registered form, without coupons, in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. As provided in the Indenture, and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes in authorized denominations, as requested by the Holder surrendering the same.

10. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

11. Prior to the due presentment of this Note for registration of transfer or exchange, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee, nor any such agent shall be affected by notice to the contrary.

12. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Interest shall be payable to and excluding any Interest Payment Date.

13. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

14. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or of the Guarantors under the Notes, the Indenture, the Securities Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver and release may not be effective to waive or release liabilities under the federal securities laws.

15. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

16. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUT (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

17. Each Holder of this Note covenants and agrees by such Holder’s acceptance thereof to comply with and be bound by the foregoing provisions.

18. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

______________________________________

the within Security and all rights thereunder, hereby irrevocably constituting and appointing ______ _____________________________ attorney to transfer said Security on the books of the Company, with full power of substitution in the premises.

Dated: __________________________

Signature: ____________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature Guarantee:

SIGNATURE GUARANTEE

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Schedule I

SCHEDULE OF TRANSFERS AND EXCHANGES

The following increases or decreases in Principal Amount of this Global Security have been made:



Date of Exchange	Amount of Decrease in Principal Amount of this Global Security	Amount of Increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such Decrease or Increase	Signature of Authorized Signatory of trustee or Custodian

EXHIBIT B

FORM OF 2022 NOTE

CUSIP NO. 26138E AR0

DR PEPPER SNAPPLE GROUP, INC.

2.700% SENIOR NOTE DUE 2022

$250,000,000 No.: R-1

DR PEPPER SNAPPLE GROUP, INC., a Delaware corporation (herein called the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto on November 15, 2022 and to pay interest thereon at the rate of 2.700% per annum from and including November 20, 2012, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on May 15 and November 15 of each year, commencing May 15, 2013 (each an “Interest Payment Date”), until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, except as provided in the Indenture hereinafter referred to, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such interest, which will be the May 1 and November 1, as the case may be (each, a “Regular Record Date”), immediately preceding each Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and either may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. Payment of the principal of and interest on this Note will be made at the office or agency of the Company maintained for that purpose pursuant to the Indenture (initially the principal corporate trust office of the Trustee in Dallas, Texas (the “Corporate Trust Office”)), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register. Payments of principal and interest at maturity will be made against presentation of this Note at the Corporate Trust Office (or such other office as may be established pursuant to the Indenture), by check or wire transfer.

[Signature Pages Follow]

Date: November 20, 2012

DR PEPPER SNAPPLE GROUP, INC.

By: _____________________________

Name: Martin M. Ellen

Title: Executive Vice President and

Chief Financial Officer

ATTEST:

_____________________________

Secretary

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

WELLS FARGO BANK, N.A.,

as Trustee

By: ___________________________

Authorized Officer

(Reverse of Note)

DR PEPPER SNAPPLE GROUP, INC.

2.700% SENIOR NOTE DUE 2022

1. This Note is one of a duly authorized issue of securities of the Company designated as its 2.700% Senior Notes due 2022 (the “Notes”) limited in aggregate principal amount to $250,000,000 issued and to be issued under an indenture, dated as of December 15, 2009, between the Company and Wells Fargo Bank, N.A., as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), and the fourth supplemental indenture, dated as of November 20, 2012 (the “Base Indenture,” as so supplemented and as it may be further supplemented or amended from time to time, is herein referred to as the “Indenture”), between the Company, the guarantors named therein and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. The indebtedness of the Company evidenced by the Notes, including the principal thereof and interest thereon (including post-default interest), will constitute unsecured and unsubordinated indebtedness of the Company and will rank equally in right of payment with all of the Company's current and future unsecured and unsubordinated indebtedness.

2. The Notes are subject to redemption at any time or from time to time prior to August 15, 2022, in whole or in part, at the Company’s option at a redemption price equal to the greater of:

(i) 100% of the principal amount of the Notes to be redeemed, and

plus, in each case, accrued and unpaid interest thereon to the redemption date.

In addition, the Notes are subject to redemption at any time or from time to time on or after August 15, 2022, in whole or in part, at the Company’s option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

4. The payment of the principal of and interest on the Notes will be unconditionally guaranteed by the Guarantors, if any, on the terms set forth in the Indenture.

12. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. Interest shall be payable to and excluding any Interest Payment Date.

15. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

17. Each Holder of this Note covenants and agrees by such Holder’s acceptance thereof to comply with and be bound by the foregoing provisions.

18. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

19. All capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

______________________________________

Dated: __________________________

Signature: ____________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature Guarantee:

SIGNATURE GUARANTEE

Schedule I

SCHEDULE OF TRANSFERS AND EXCHANGES

The following increases or decreases in Principal Amount of this Global Security have been made:



Date of Exchange	Amount of Decrease in Principal Amount of this Global Security	Amount of Increase in Principal Amount of this Global Security	Principal Amount of this Global Security following such Decrease or Increase	Signature of Authorized Signatory of trustee or Custodian



Name of Guarantor Subsidiary		Jurisdiction of Formation
1	234DP Aviation, LLC	Delaware
2	A&W Concentrate Company	Delaware
3	Bai Brands LLC	New Jersey
4	Beverages Delaware Inc.	Delaware
5	DP Beverages Inc.	Delaware
6	DPS Americas Beverages, LLC	Delaware
7	DPS Beverages, Inc.	Delaware
8	DPS Holdings Inc.	Delaware
9	Dr Pepper/Seven Up Beverage Sales Company	Texas
10	Dr Pepper/Seven Up Manufacturing Company	Delaware
11	Dr Pepper/Seven Up, Inc.	Delaware
12	Mott's Delaware LLC	Delaware
13	Mott's LLP	Delaware
14	Nantucket Allserve, LLC	Delaware
15	Snapple Beverage Corp.	Delaware
16	Splash Transport, Inc.	Delaware
17	The American Bottling Company	Delaware



	/s/ Robert J. Gamgort
Date: July 30, 2020	Robert J. Gamgort
	Chief Executive Officer and President of Keurig Dr Pepper Inc.


1.	I have reviewed this Quarterly Report on Form 10-Q of Keurig Dr Pepper 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


(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.


(1)	the Quarterly Report on Form 10-Q of the Company for the second quarterly period ended June 30, 2020, 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.