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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, 2022
OR
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
kdp-20220630_g1.jpg
Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its charter)
Delaware98-0517725
(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 classTrading SymbolName of each exchange on which registered
Common stockKDPThe Nasdaq Stock Market LLC
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 26, 2022, there were 1,416,070,252 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
 
  
  
  
  
  
12
Investments in Unconsolidated Affiliates
 
 
 
 
 
 
s-i

KEURIG DR PEPPER INC.
MASTER GLOSSARY
TermDefinition
2019 KDP Term Loan$2 billion aggregate principal amount, with the ability to make voluntary and mandatory prepayments, which was originally due on February 8, 2023 and was fully repaid in 2021
2021 364-Day Credit AgreementThe Company's $1,500 million credit agreement, which was entered into on March 26, 2021 and was terminated on February 23, 2022
2022 Revolving Credit AgreementKDP’s $4 billion revolving credit agreement, which was executed in February 2022 and replaced the 2021 364-Day Credit Agreement and the KDP Revolver
2022 Strategic RefinancingA series of transactions in April 2022, whereby KDP issued the 2029 Notes, the 2032 Notes, and the 2052 Notes, and voluntarily prepaid and retired the remaining 2023 Merger Notes and tendered portions of the 2025 Merger Notes, the 2028 Merger Notes, the 2038 Merger Notes and the 2048 Merger Notes
A ShocA Shoc Beverage LLC, an equity method investment of KDP, or Adrenaline Shoc energy drinks
ABCThe American Bottling Company, a wholly-owned subsidiary of KDP
ABIAnheuser-Busch InBev SA/NV, the majority owner of Bedford with a 70% interest
Annual Report
Annual Report on Form 10-K for the year ended December 31, 2021
AOCIAccumulated other comprehensive income or loss
BedfordBedford Systems, LLC, an equity method investment of KDP and the maker of Drinkworks
BoardThe Board of Directors of KDP
BodyArmorBA Sports Nutrition, LLC, a former equity method investment of KDP
bpsbasis points
CARES Act
U.S. Coronavirus Aid, Relief and Economic Security Act
CSDCarbonated soft drink
DIODays inventory outstanding
DPODays of payables outstanding
DPSDr Pepper Snapple Group, Inc.
DPS MergerThe combination of the business operations of Keurig and DPS that was consummated on July 9, 2018 through a reverse merger transaction, whereby a wholly-owned special purpose merger subsidiary of DPS merged with and into the direct parent of Keurig
DSDDirect Store Delivery, the operating segment whereby finished beverages are delivered directly to retailers
DSODays sales outstanding
EPSEarnings per share
Exchange ActSecurities Exchange Act of 1934, as amended
FFSFountain Foodservice, an operating segment of KDP which serves the fountain channel, such as restaurants
FASBFinancial Accounting Standards Board
FXForeign exchange
IRiInformation Resources, Inc.
KDPKeurig Dr Pepper Inc.
KDP RevolverThe Company's $2,400 million revolving credit facility, which was entered into on February 28, 2018 and terminated on February 23, 2022.
KeurigKeurig Green Mountain, Inc., a wholly-owned subsidiary of KDP, and the brand of our brewers
LIBORLondon Interbank Offered Rate
NCBNon-carbonated beverage
NotesCollectively, the Company's senior unsecured notes
PETPolyethylene terephthalate, which is used to make the Company's plastic bottles
Proposition 65The State of California's Safe Drinking Water and Toxic Enforcement Act of 1986
RSURestricted share unit
RVGResidual value guarantee
TractorTractor Beverages, Inc., an equity method investment of KDP
SECSecurities and Exchange Commission
SG&ASelling, general and administrative
SOFRSecured Overnight Financing Rate
U.S. GAAPAccounting principles generally accepted in the U.S.
Veyron SPEsSpecial purpose entities with the same sponsor, Veyron Global
VIEVariable interest entity
Vita CocoThe Vita Coco Company, Inc.
WDWarehouse Direct, the operating segment whereby finished beverages are shipped to retailer warehouses, and then delivered by the retailer through its own delivery system to its stores
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PART I - FINANCIAL INFORMATION
ITEM 1.Financial Statements (Unaudited)

KEURIG DR PEPPER INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 Second QuarterFirst Six Months
(in millions, except per share data)2022202120222021
Net sales$3,554 $3,140 $6,632 $6,042 
Cost of sales1,778 1,370 3,206 2,672 
Gross profit1,776 1,770 3,426 3,370 
Selling, general and administrative expenses1,204 1,039 2,222 2,000 
Gain on litigation settlement — (299)— 
Other operating income, net (3)(35)(4)
Income from operations572 734 1,538 1,374 
Interest expense175 125 363 265 
Loss on early extinguishment of debt169 — 217 105 
Gain on sale of equity method investment — (50)— 
Impairment of investments and note receivable6 — 12 — 
Other expense (income), net9 (4)18 (7)
Income before provision for income taxes213 613 978 1,011 
(Benefit) provision for income taxes(5)165 175 238 
Net income including non-controlling interest218 448 803 773 
Less: Net loss attributable to non-controlling interest —  — 
Net income attributable to KDP$218 $448 $803 $773 
Earnings per common share:    
Basic$0.15 $0.32 $0.57 $0.55 
Diluted0.15 0.31 0.56 0.54 
Weighted average common shares outstanding:  
Basic1,417.5 1,417.4 1,417.8 1,413.4 
Diluted1,428.6 1,428.1 1,429.2 1,426.9 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


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KEURIG DR PEPPER INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 Second QuarterFirst Six Months
(in millions)2022202120222021
Net income including non-controlling interest$218 $448 $803 $773 
Other comprehensive income
Foreign currency translation adjustments(133)112 (34)128 
Net change in pension and post-retirement liability, net of tax of $—, $—, $— and $—, respectively
(3)— (3)— 
Net change in cash flow hedges, net of tax of $38, $(48), $86 and $(26), respectively
126 (148)268 (77)
Total other comprehensive income (loss)(10)(36)231 51 
Comprehensive income including non-controlling interest208 412 1,034 824 
Less: Comprehensive income attributable to non-controlling interest —  — 
Comprehensive income attributable to KDP$208 $412 $1,034 $824 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


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KEURIG DR PEPPER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 June 30,December 31,
(in millions, except share and per share data)20222021
Assets
Current assets:  
Cash and cash equivalents$552 $567 
Restricted cash and cash equivalents2 
Trade accounts receivable, net1,326 1,148 
Inventories1,239 894 
Prepaid expenses and other current assets652 447 
Total current assets3,771 3,057 
Property, plant and equipment, net2,446 2,494 
Investments in unconsolidated affiliates78 30 
Goodwill20,163 20,182 
Other intangible assets, net23,774 23,856 
Other non-current assets1,159 937 
Deferred tax assets37 42 
Total assets$51,428 $50,598 
Liabilities and Stockholders' Equity
Current liabilities:  
Accounts payable$4,950 $4,316 
Accrued expenses1,106 1,110 
Structured payables145 142 
Short-term borrowings and current portion of long-term obligations 304 
Other current liabilities560 613 
Total current liabilities6,761 6,485 
Long-term obligations11,555 11,578 
Deferred tax liabilities6,007 5,986 
Other non-current liabilities1,714 1,577 
Total liabilities26,037 25,626 
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, 1,416,072,925 and 1,418,119,197 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
14 14 
Additional paid-in capital21,701 21,785 
Retained earnings3,471 3,199 
Accumulated other comprehensive income (loss)205 (26)
Total stockholders' equity25,391 24,972 
Non-controlling interest — 
Total equity25,391 24,972 
Total liabilities and equity$51,428 $50,598 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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KEURIG DR PEPPER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 First Six Months
(in millions)20222021
Operating activities:  
Net income attributable to KDP$803 $773 
Adjustments to reconcile net income to net cash provided by operating activities:  
Depreciation expense205 206 
Amortization of intangibles67 67 
Other amortization expense86 80 
Provision for sales returns25 32 
Deferred income taxes(52)(12)
Employee stock-based compensation expense12 48 
Loss on early extinguishment of debt217 105 
Gain on sale of equity method investment(50)— 
Gain on disposal of property, plant and equipment(33)(4)
Unrealized loss (gain) on foreign currency2 (15)
Unrealized loss (gain) on derivatives187 (72)
Settlements of interest rate contracts125 — 
Equity in loss of unconsolidated affiliates5 
Impairment on investments and note receivable of unconsolidated affiliate12 — 
Other, net22 
Changes in assets and liabilities:  
Trade accounts receivable(206)(41)
Inventories(346)(131)
Income taxes receivable and payables, net(245)(65)
Other current and non-current assets(340)(131)
Accounts payable and accrued expenses680 293 
Other current and non-current liabilities163 
Net change in operating assets and liabilities(294)(73)
Net cash provided by operating activities1,339 1,139 
Investing activities:  
Proceeds from sale of investment in unconsolidated affiliates50 — 
Purchases of property, plant and equipment(186)(204)
Proceeds from sales of property, plant and equipment78 15 
Purchases of intangibles(10)(12)
Issuance of related party note receivable(18)(2)
Investments in unconsolidated affiliates(48)— 
Other, net3 
Net cash used in investing activities$(131)$(200)

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

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KEURIG DR PEPPER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, CONTINUED)
 First Six Months
(in millions)20222021
Financing activities:  
Proceeds from issuance of Notes
$3,000 $2,150 
Repayments of Notes
(3,365)(3,595)
Proceeds from issuance of commercial paper500 2,776 
Repayments of commercial paper(649)(1,453)
Repayments of 2019 KDP Term Loan
 (425)
Proceeds from structured payables79 73 
Repayments of structured payables(75)(81)
Cash dividends paid(531)(424)
Repurchases of common stock(88)— 
Proceeds from issuance of common stock 140 
Tax withholdings related to net share settlements(8)(125)
Payments on finance leases(41)(27)
Other, net(43)(37)
Net cash used in financing activities(1,221)(1,028)
Cash, cash equivalents, and restricted cash and cash equivalents:  
Net change from operating, investing and financing activities(13)(89)
Effect of exchange rate changes(1)
Beginning balance568 255 
Ending balance$554 $170 
Supplemental cash flow disclosures of non-cash investing activities:
Capital expenditures included in accounts payable and accrued expenses$138 $213 
Non-cash conversion of note receivable to investment in unconsolidated affiliate6 — 
Supplemental cash flow disclosures of non-cash financing activities:
Dividends declared but not yet paid265 265 
Supplemental cash flow disclosures:
Cash paid for interest208 259 
Cash paid for income taxes462 305 

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

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KEURIG DR PEPPER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)

 Common Stock IssuedAdditional
Paid-In Capital
Retained EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders' EquityNon-controlling InterestTotal
Equity
(in millions, except per share data)SharesAmount
Balance as of January 1, 20221,418.1 $14 $21,785 $3,199 $(26)$24,972 $ $24,972 
Net income   585  585  585 
Other comprehensive income    241 241  241 
Dividends declared, $0.1875 per share
   (266) (266) (266)
Shares issued under employee stock-based compensation plans and other0.4        
Tax withholdings related to net share settlements  (5)  (5) (5)
Stock-based compensation and stock options exercised  (16)  (16) (16)
Balance as of March 31, 2022
1,418.5 14 21,764 3,518 215 25,511  25,511 
Net income   218  218  218 
Other comprehensive income    (10)(10) (10)
Dividends declared, $0.1875 per share
   (265) (265) (265)
Repurchases of common stock(2.5) (88)  (88) (88)
Shares issued under employee stock-based compensation plans and other0.1        
Tax withholdings related to net share settlements  (3)  (3) (3)
Stock-based compensation and stock options exercised  28   28  28 
Balance as of June 30, 2022
1,416.1 $14 $21,701 $3,471 $205 $25,391 $ $25,391 



















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KEURIG DR PEPPER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED, CONTINUED)

 Common Stock IssuedAdditional
Paid-In Capital
Retained EarningsAccumulated Other Comprehensive Income (Loss)Total Stockholders' EquityNon-controlling InterestTotal Equity
(in millions, except per share data)SharesAmount
Balance as of January 1, 2021
1,407.3 $14 $21,677 $2,061 $77 $23,829 $$23,830 
Net income— — — 325 — 325 — 325 
Other comprehensive loss— — — — 87 87 — 87 
Dividends declared, $0.15 per share
— — — (212)— (212)— (212)
Issuance of common stock4.3 — 140 — — 140 — 140 
Shares issued under stock-based compensation plans and other5.7 — — — — — — — 
Tax withholdings related to net share settlements— — (125)— — (125)— (125)
Stock-based compensation and stock options exercised— — 26 — — 26 — 26 
Balance as of March 31, 2021
1,417.3 14 21,718 2,174 164 24,070 24,071 
Net income— — — 448 — 448 — 448 
Other comprehensive income— — — — (36)(36)— (36)
Dividends declared, $0.1875 per share
— — — (265)— (265)— (265)
Shares issued under employee stock-based compensation plans and other0.1 — — — — — — — 
Stock-based compensation and stock options exercised— — 25 — — 25 — 25 
Balance as of June 30, 2021
1,417.4 $14 $21,743 $2,357 $128 $24,242 $$24,243 

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

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. General
ORGANIZATION
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.
References to the "second quarter" indicate the Company's quarterly periods ended June 30, 2022 and 2021.
KDP's significant subsidiary, Maple Parent Holdings Corp., has a fiscal year end of the last Saturday in December, and its interim fiscal quarters end every thirteenth Saturday. The fiscal year for Maple Parent Holdings Corp. includes 53 weeks in 2022 and 52 weeks in 2021. KDP does not adjust for the difference in fiscal year when applicable, as the difference is within the range permitted by the Exchange Act.
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 reported amounts. 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.
SIGNIFICANT ACCOUNTING POLICY CHANGES
Stock-Based Compensation Expense
Prior to January 1, 2022, the Company recorded forfeitures as incurred. Effective January 1, 2022, the Company changed its accounting policy election to record expense only for awards expected to vest. Estimated forfeiture rates are based on historical data and are periodically reassessed. The cumulative effect of this change in accounting policy was recorded effective January 1, 2022. The impact of forfeitures on stock-based compensation has historically been insignificant to the Company.
Repurchases of Common Stock
In 2021, our Board authorized a four-year share repurchase program of up to $4 billion of our outstanding common stock. For shares repurchased and retired under the program, the excess purchase price over the par value is recorded to additional paid-in capital.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
UNALLOCATED CORPORATE COST ALIGNMENT
Effective January 1, 2022, the Company updated its presentation of certain of KDP's unallocated corporate costs, primarily related to IT, to be aligned among the Company's segments and to more consistently reflect controllable costs at the segment level. Refer to Note 6 for current year presentation. The following table summarizes the revised and prior presentations of income from operations at the segment level:
(in millions)
Second Quarter 2021
First Six Months 2021
Segment Results – Income from operationsCurrent PresentationPrior PresentationCurrent PresentationPrior Presentation
Coffee Systems$355 $322 $723 $658 
Packaged Beverages261 258 440 433 
Beverage Concentrates255 254 493 492 
Latin America Beverages36 36 58 58 
Unallocated corporate costs(173)(136)(340)(267)
Income from operations$734 $734 $1,374 $1,374 
2. Long-term Obligations and Borrowing Arrangements
The following table summarizes the Company's long-term obligations:
(in millions)June 30, 2022December 31, 2021
Notes
$11,555 $11,733 
Less: current portion of long-term obligations (155)
Long-term obligations$11,555 $11,578 
The following table summarizes the Company's short-term borrowings and current portion of long-term obligations:
(in millions)June 30, 2022December 31, 2021
Commercial paper notes$ $149 
Current portion of long-term obligations 155 
Short-term borrowings and current portion of long-term obligations$ $304 


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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, except %)
IssuanceMaturity DateRateJune 30, 2022December 31, 2021
2023 Merger NotesMay 25, 20234.057%$ $1,000 
2023 NotesDecember 15, 20233.130%500 500 
2024 NotesMarch 15, 20240.750%1,150 1,150 
2025 Merger NotesMay 25, 20254.417%529 1,000 
2025 NotesNovember 15, 20253.400%500 500 
2026 NotesSeptember 15, 20262.550%400 400 
2027 NotesJune 15, 20273.430%500 500 
2028 Merger NotesMay 25, 20284.597%1,112 2,000 
2029 NotesApril 15, 20293.950%1,000 — 
2030 NotesMay 1, 20303.200%750 750 
2031 NotesMarch 15, 20312.250%500 500 
2032 NotesApril 15, 20324.050%850 — 
2038 NotesMay 1, 20387.450% 125 
2038 Merger NotesMay 25, 20384.985%211 500 
2045 NotesNovember 15, 20454.500%550 550 
2046 NotesDecember 15, 20464.420%400 400 
2048 Merger NotesMay 25, 20485.085%391 750 
2050 NotesMay 1, 20503.800%750 750 
2051 NotesMarch 15, 20513.350%500 500 
2052 NotesApril 15, 20524.500%1,150 — 
Principal amount11,743 11,875 
Adjustment from principal amount to carrying amount(1)
(188)(142)
Carrying amount$11,555 $11,733 
(1)The carrying amount includes unamortized discounts, debt issuance costs and fair value adjustments related to the DPS Merger.
On January 24, 2022, KDP redeemed and retired the remainder of its 2038 Notes. The loss on early extinguishment of the 2038 Notes was approximately $45 million, comprised of the make-whole premium and the write-off of the associated unamortized fair value adjustment related to the DPS Merger.
On April 22, 2022, the Company undertook the 2022 Strategic Refinancing and completed the issuance of the 2029 Notes, the 2032 Notes, and the 2052 Notes. The discount associated with these notes was approximately $16 million, and the Company incurred $23 million in debt issuance costs. The proceeds from the issuance were used to voluntarily prepay and retire the remaining 2023 Merger Notes and to tender portions of the 2025 Merger Notes, the 2028 Merger Notes, the 2038 Merger Notes, and the 2048 Merger Notes. The Company recorded approximately $169 million of loss on early extinguishment of debt, comprised of the tender and make-whole premiums, the write-off of debt issuance costs, and the impact of terminating reverse treasury lock contracts.


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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
VARIABLE-RATE BORROWING ARRANGEMENTS
Revolving Credit Agreement
On February 23, 2022, KDP terminated the 2021 364-Day Credit Agreement and the KDP Revolver. The loss on early extinguishment of these instruments was approximately $3 million, comprised of termination fees and the write-off of the associated deferred financing fees. There were no amounts drawn upon the 2021 364-Day Credit Agreement or the KDP Revolver prior to termination.
Also on February 23, 2022, KDP entered into the 2022 Revolving Credit Agreement among KDP, as borrower, the lenders from time to time party thereto and JPMorgan Chase, Bank, N.A., as administrative agent. The Company incurred approximately $4 million in deferred financing fees related to the issuance.
The following table summarizes information about the 2022 Revolving Credit Agreement:
(in millions)June 30, 2022December 31, 2021
IssuanceMaturity DateCapacityCarrying ValueCarrying Value
2022 Revolving Credit Agreement(1)
February 23, 2027$4,000 $ $— 
(1)The 2022 Revolving Credit Agreement has $200 million letters of credit available, none of which were utilized as of June 30, 2022.
The 2022 Revolving Credit Agreement replaced the KDP Revolver and the 2021 364-Day Credit Agreement and the proceeds of the credit facility are intended to be used for working capital and for other general corporate purposes of KDP.
Borrowings under the 2022 Revolving Credit Agreement will bear interest at a rate per annum equal to, at KDP's option, an adjusted SOFR rate plus a margin of 0.875% to 1.500% or a base rate plus a margin of 0.000% to 0.500%, in each case, depending on the rating of certain index debt of KDP. The 2022 Revolving Credit Agreement contains customary representations and warranties for investment grade financings. The 2022 Revolving Credit Agreement also contains (i) certain customary affirmative covenants, including those that impose certain reporting and/or performance obligations on KDP and its subsidiaries, (ii) certain customary negative covenants that generally limit, subject to various exceptions, KDP and its subsidiaries from taking certain actions, including, without limitation, incurring liens, consummating certain fundamental changes and entering into transactions with affiliates, (iii) a financial covenant in the form of a minimum interest coverage ratio (as defined therein) of 3.25 to 1.00 and (iv) customary events of default (including a change of control) for financings of this type.
As of June 30, 2022, KDP was in compliance with its minimum interest coverage ratio relating to the 2022 Revolving Credit Agreement.
Commercial Paper Program
The following table provides information about the Company's weighted average borrowings under its commercial paper program:
Second QuarterFirst Six Months
(in millions, except %)2022202120222021
Weighted average commercial paper borrowings$40 $907 $42 $467 
Weighted average borrowing rates0.90 %0.26 %0.59 %0.26 %
Letter of Credit Facility
In addition to the portion of the 2022 Revolving Credit Agreement reserved for issuance of letters of credit, KDP has an incremental letter of credit facility. Under this facility, $150 million is available for the issuance of letters of credit, $96 million of which was utilized as of June 30, 2022 and $54 million of which remains available for use.
FAIR VALUE DISCLOSURES
The fair value of KDP's commercial paper approximates the carrying value and are considered Level 2 within the fair value hierarchy.
The fair values of KDP's Notes are based on current market rates available to KDP 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 KDP's Notes was $10,844 million and $13,078 million as of June 30, 2022 and December 31, 2021, respectively.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
3. Goodwill and Other Intangible Assets
GOODWILL
Changes in the carrying amount of goodwill by reportable segment are as follows:
(in millions)Coffee SystemsPackaged BeveragesBeverage ConcentratesLatin America BeveragesTotal
Balance as of January 1, 2022$9,800 $5,319 $4,539 $524 $20,182 
Foreign currency translation(8)(12)(8)9 (19)
Balance as of June 30, 2022$9,792 $5,307 $4,531 $533 $20,163 
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, 2022December 31, 2021
Brands(1)
$19,840 $19,865 
Trade names2,480 2,480 
Contractual arrangements123 123 
Distribution rights(2)
95 85 
Total$22,538 $22,553 
(1)The decrease in brands with indefinite lives was driven by foreign currency translation of $25 million during the first six months of 2022.
(2)The Company executed three agreements to acquire distribution rights during the first six months of 2022, which resulted in an increase of approximately $10 million.

The net carrying amounts of intangible assets other than goodwill with definite lives are as follows:
June 30, 2022December 31, 2021
(in millions) Gross AmountAccumulated AmortizationNet Amount Gross AmountAccumulated AmortizationNet Amount
Acquired technology$1,146 $(437)$709 $1,146 $(401)$745 
Customer relationships638 (186)452 638 (169)469 
Trade names128 (93)35 128 (86)42 
Contractual arrangements23 (8)15 24 (8)16 
Brands21 (11)10 21 (8)13 
Distribution rights29 (14)15 29 (11)18 
Total$1,985 $(749)$1,236 $1,986 $(683)$1,303 
Amortization expense for intangible assets with definite lives was as follows:
 Second QuarterFirst Six Months
(in millions)2022202120222021
Amortization expense$33 $34 $67 $67 
Amortization expense of these intangible assets over the remainder of 2022 and the next five years is expected to be as follows:
Remainder of 2022For the Years Ending December 31,
(in millions)20232024202520262027
Expected amortization expense$67 $132 $124 $110 $105 $91 

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
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 performed an analysis as of June 30, 2022 to ensure that there were no triggering events which occurred during the quarter. As a result of this analysis, management did not identify any indications that the carrying amount of any goodwill or any intangible assets may not be recoverable.
4. 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 and interest rate 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 for which the designated hedging relationship is discontinued, the gain or loss on the instrument is recognized in earnings in the period of change.
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
KDP is exposed to interest rate risk related to its borrowing arrangements and obligations. The Company enters into interest rate contracts to provide predictability in the Company's overall cost structure and to manage the balance of fixed-rate and variable-rate debt. KDP primarily enters into receive-fixed, pay-variable and receive-variable, pay-fixed swaps and swaption contracts. 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, 2022, economic interest rate derivative instruments have maturities ranging from January 2027 to April 2032.
Additionally, during the quarter ended June 30, 2022, KDP entered into reverse treasury lock contracts in order to manage the interest rate risk related to changes in value of the tender offers in the 2022 Strategic Refinancing prior to the pricing date. These contracts terminated during the quarter ended June 30, 2022, and the realized losses associated with these contracts are reported in loss on early extinguishment of debt in the unaudited Condensed Consolidated Statements of Income.
Cash Flow Hedges
In order to hedge the variability in cash flows from interest rate changes associated with the Company’s planned future issuances of long-term debt, during the first quarter of 2021, the Company entered into forward starting swaps and designated them as cash flow hedges.
In April 2022, concurrently with the 2022 Strategic Refinancing, KDP terminated $1.5 billion of notional amount of the forward starting swaps. Upon termination, KDP received $125 million to settle the contracts with the counterparties, which will be amortized to interest expense over the respective terms of the issued Notes. As of June 30, 2022, the remaining forward starting swaps have a mandatory termination date in May 2025.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
FOREIGN EXCHANGE
KDP is exposed to foreign exchange risk in its international subsidiaries, which may transact in currencies that are different from the functional currencies of those subsidiaries. The balance sheets of each of these businesses are also subject to exposure from movements in exchange rates.
Economic Hedges
KDP holds 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. As of June 30, 2022, these FX contracts have maturities ranging from July 2022 to September 2024.
Cash Flow Hedges
KDP designates certain FX forward contracts related to forecasted inventory purchases of the Canadian and 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. As of June 30, 2022, these FX contracts have maturities ranging from July 2022 to October 2023.
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 Company generally holds some combination of future, swap and option contracts that economically hedge 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 or as an offset to certain costs of production. 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. As of June 30, 2022, these commodity contracts have maturities ranging from July 2022 to February 2024.
NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS
The following table presents the notional amounts of KDP's outstanding derivative instruments by type:
(in millions)June 30, 2022December 31, 2021
Interest rate contracts
Forward starting swaps, designated as cash flow hedges$1,000 $2,500 
Receive-fixed, pay-variable interest rate swaps, not designated as hedging instruments1,900 400 
FX contracts
Forward contracts, not designated as hedging instruments501 463 
Forward contracts, designated as cash flow hedges493 385 
Commodity contracts, not designated as hedging instruments486 529 
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 or SOFR 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.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
Not Designated as Hedging Instruments
The following table summarizes 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. All such instruments are considered level 2 within the fair value hierarchy.
(in millions)Balance Sheet LocationJune 30, 2022December 31, 2021
Assets:
Interest rate contractsPrepaid expenses and other current assets$ $
FX contractsPrepaid expenses and other current assets3 
Commodity contractsPrepaid expenses and other current assets105 133 
Commodity contractsOther non-current assets1 
Liabilities:   
Interest rate contractsOther current liabilities$17 $— 
FX contractsOther current liabilities 
Commodity contractsOther current liabilities52 28 
Interest rate contractsOther non-current liabilities120 
FX contractsOther non-current liabilities10 
Commodity contractsOther non-current liabilities1 
Designated as Hedging Instruments
The following table summarizes 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. All such instruments are designated level 2 within the fair value hierarchy.
(in millions)Balance Sheet LocationJune 30, 2022December 31, 2021
Assets:
FX contractsPrepaid expenses and other current assets$8 $
FX contractsOther non-current assets3 
Interest rate contractsOther non-current assets88 — 
Liabilities:   
FX contractsOther current liabilities$4 $
Interest rate contractsOther current liabilities 
Interest rate contractsOther non-current liabilities 128 
IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS
The following table presents the amount of (gains) losses, net, 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 QuarterFirst Six Months
(in millions)Income Statement Location2022202120222021
Interest rate contractsInterest expense$56 $(5)$123 $(13)
Interest rate contractsLoss on early extinguishment of debt31 — 31 — 
FX contractsCost of sales(7)(2)
FX contractsOther expense (income), net(7)1 11 
Commodity contractsCost of sales101 (39)4 (56)
Commodity contractsSG&A expenses(26)(27)(63)(56)

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
IMPACT OF CASH FLOW HEDGES
The following table presents the amount of losses, net, reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income related to derivative instruments designated as cash flow hedging instruments during the periods presented:
Second QuarterFirst Six Months
(in millions)Income Statement Location2022202120222021
Interest rate contractsInterest expense$(2)$— $(2)$— 
FX contractsCost of sales2 5 
KDP expects to reclassify approximately $5 million of pre-tax net gains from AOCI into net income during the next twelve months related to its FX contracts. KDP expects to reclassify $8 million of pre-tax net gains from AOCI into net income during the next twelve months related to its interest rate contracts.
5. Leases
The following table presents the components of lease cost:
 Second QuarterFirst Six Months
(in millions)2022202120222021
Operating lease cost$35 $33 $67 $63 
Finance lease cost
Amortization of right-of-use assets20 17 38 30 
Interest on lease liabilities5 11 
Variable lease cost(1)
8 17 15 
Sublease income (1) (1)
Total lease cost$68 $60 $133 $114 
(1)Variable lease cost primarily consists of common area maintenance costs, property taxes, and adjustments for inflation.
The following table presents supplemental cash flow and other information about the Company's leases:
First Six Months
(in millions)20222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$60 $56 
Operating cash flows from finance leases11 
Financing cash flows from finance leases41 27 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases214 222 
Finance leases66 167 
The following table presents information about the Company's weighted average discount rate and remaining lease term:
June 30, 2022December 31, 2021
Weighted average discount rate
Operating leases4.3 %4.3 %
Finance leases3.5 %3.6 %
Weighted average remaining lease term
Operating leases11 years12 years
Finance leases10 years10 years

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
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, 2022 were as follows:
(in millions)Operating LeasesFinance Leases
Remainder of 2022$52 $59 
2023123 115 
2024116 108 
2025108 104 
202699 139 
202779 56 
Thereafter485 276 
Total future minimum lease payments1,062 857 
Less: imputed interest(217)(133)
Present value of minimum lease payments$845 $724 
SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED
As of June 30, 2022, the Company has entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $180 million. These leases are expected to commence in 2022 and 2023, with initial lease terms ranging from 4 years to 7 years.
ASSET SALE-LEASEBACK TRANSACTION
The Company entered into a sale-leaseback transaction with the Veyron SPEs during the first six months of 2022. The following table presents details of the transaction. The gain on the sale-leaseback is recorded in Other operating (income) expense, net, and the leaseback is accounted for as an operating lease.
(in millions)Sale ProceedsCarrying ValueGain on Sale
March 31, 2022(1)
$77 $39 $38 
(1)The sale-leaseback transaction included one manufacturing property and one distribution property.
The initial term of the leaseback is 15 years, with 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 on the Company remaining investment grade and no change-in-control as of the end of the lease term. The leaseback has a RVG. Refer to Note 16 for additional information about the RVG associated with the asset sale-leaseback transaction.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
6. Segments
The Company's reportable segments consist of the following:
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 single-serve brewers, K-Cup pods and other coffee products.
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 and WD systems. DSD and WD have both been identified as operating segments that the Company aggregated into Packaged Beverages due to similar economic characteristics and similarities in the nature of finished goods sales and route-to-markets.
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. Our FFS operating segment is aggregated with our Branded Concentrates operating segment into our Beverage Concentrates reportable segment due to similar economic characteristics and similarities in the nature of the product sold.
The Latin America Beverages segment reflects sales primarily in Mexico and the Caribbean 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.
Effective January 1, 2022, the Company updated its presentation of certain of KDP's corporate costs, primarily related to IT, to be aligned among the Company's segments and to more consistently reflect controllable costs at the segment level. The prior period segment disclosures reflect the revised presentation.
Information about the Company's operations by reportable segment is as follows:
 Second QuarterFirst Six Months
(in millions)2022202120222021
Segment Results – Net sales
Coffee Systems$1,195 $1,101 $2,288 $2,243 
Packaged Beverages1,689 1,498 3,169 2,805 
Beverage Concentrates460 375 819 703 
Latin America Beverages210 166 356 291 
Net sales$3,554 $3,140 $6,632 $6,042 
Segment Results – Income from operations
Coffee Systems$315 $355 $583 $723 
Packaged Beverages232 261 718 440 
Beverage Concentrates324 255 568 493 
Latin America Beverages50 36 75 58 
Unallocated corporate costs(349)(173)(406)(340)
Income from operations$572 $734 $1,538 $1,374 

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
7. Earnings Per Share
The following table presents the Company's basic and diluted EPS and shares outstanding. Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.
 Second QuarterFirst Six Months
(in millions, except per share data)2022202120222021
Net income attributable to KDP$218 $448 $803 $773 
Weighted average common shares outstanding1,417.5 1,417.4 1,417.8 1,413.4 
Dilutive effect of stock-based awards11.1 10.7 11.4 13.5 
Weighted average common shares outstanding and common stock equivalents1,428.6 1,428.1 1,429.2 1,426.9 
Basic EPS$0.15 $0.32 $0.57 $0.55 
Diluted EPS0.15 0.31 0.56 0.54 
8. Stock-Based Compensation
The components of stock-based compensation expense are presented below:
Second QuarterFirst Six Months
(in millions)2022202120222021
Total stock-based compensation expense(1)
$27 $23 $12 $48 
Income tax expense (benefit)(5)(4)(1)(8)
Stock-based compensation expense, net of tax$22 $19 $11 $40 
(1)Effective January 1, 2022, the Company changed its accounting policy for stock-based compensation expense with respect to forfeitures. The cumulative effect of this change resulted in a one-time reduction in stock-based compensation expense of $40 million recognized in the first quarter of 2022. Refer to Note 1 for additional information.
RESTRICTED SHARE UNITS
The table below summarizes RSU activity:
 RSUsWeighted Average Grant Date Fair ValueWeighted Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value
(in millions)
Outstanding as of December 31, 202118,808,491 $25.74 2.2$693 
Granted2,905,424 35.85 
Vested and released(779,844)23.26 29 
Forfeited(851,855)27.00 
Outstanding as of June 30, 202220,082,216 $27.24 2.0$711 
As of June 30, 2022, there was $232 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of 3.3 years.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
9. 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 primarily recorded within SG&A expenses on the income statement and are held primarily within unallocated corporate costs.
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. Although the program was initially expected to be completed in 2021, as a result of delays due to COVID-19, KDP will continue to recognize expenditures for certain initiatives which began during the integration period and are expected to be completed in 2022. The restructuring and integration program resulted in cumulative pre-tax charges of approximately $848 million, primarily consisting of professional fees related to the integration and transformation and costs associated with severance and employee terminations, through June 30, 2022. Restructuring and integration charges on the DPS Integration Program were as follows:
Second QuarterFirst Six Months
(in millions)2022202120222021
Restructuring and integration charges$22 $49 $58 $92 
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 for the DPS Integration Program, all of which were workforce reduction costs, were as follows for the period presented:
(in millions)Restructuring Liabilities
Balance as of January 1, 2022$19 
Charges to expense
7 
Cash payments
(15)
Balance as of June 30, 2022$11 

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
10. Revenue Recognition
KDP recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Branded product sales, which include CSDs, NCBs, K-Cup pods and appliances, occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that KDP expects to receive in exchange for transferring goods. The amount of consideration KDP receives and revenue KDP recognizes varies with changes in customer incentives that KDP 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.
The following table disaggregates KDP's revenue by portfolio:
(in millions)Coffee SystemsPackaged BeveragesBeverage ConcentratesLatin America BeveragesTotal
For the second quarter of 2022:
CSD(1)
$ $790 $454 $153 $1,397 
NCB(1)
 790 4 57 851 
K-Cup pods(2)
907    907 
Appliances217    217 
Other71 109 2  182 
Net sales$1,195 $1,689 $460 $210 $3,554 
For the second quarter of 2021:
CSD(1)
$— $711 $368 $122 $1,201 
NCB(1)
— 673 44 721 
K-Cup pods(2)
831 — — — 831 
Appliances210 — — — 210 
Other60 114 — 177 
Net sales$1,101 $1,498 $375 $166 $3,140 
For the first six months of 2022:
CSD(1)
$ $1,494 $808 $253 $2,555 
NCB(1)
 1,462 6 103 1,571 
K-Cup pods(2)
1,762    1,762 
Appliances395    395 
Other131 213 5  349 
Net sales$2,288 $3,169 $819 $356 $6,632 
For the first six months of 2021:
CSD(1)
$— $1,335 $691 $209 $2,235 
NCB(1)
— 1,254 82 1,343 
K-Cup pods(2)
1,734 — — — 1,734 
Appliances384 — — — 384 
Other125 216 — 346 
Net sales$2,243 $2,805 $703 $291 $6,042 
(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.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
11. Income Taxes
The Company’s effective tax rates were as follows:
Second QuarterFirst Six Months
(in millions)2022202120222021
Effective tax rate(2.3)%26.9 %17.9 %23.5 %
The following is a reconciliation of the provision for income taxes computed at the U.S. federal statutory tax rate to the provision for income taxes reported in the unaudited Condensed Consolidated Statements of Income:
Second QuarterFirst Six Months
(in millions)2022202120222021
Statutory federal income tax rate21.0 %21.0 %21.0 %21.0 %
State income taxes, net3.2 %3.7 %3.5 %3.7 %
Impact of non-U.S. operations(1)
(1.9)%— %(0.8)%— %
Tax credits(3.0)%(1.3)%(1.6)%(1.4)%
U.S. taxation of foreign earnings2.7 %0.8 %1.6 %1.3 %
Deferred rate change(2)
(24.5)%0.9 %(5.8)%0.4 %
Uncertain tax positions0.2 %— % %0.2 %
Excess tax deductions on stock-based compensation(3)
(0.1)%— %(0.1)%(2.7)%
Other0.1 %1.8 %0.1 %1.0 %
Total provision for income taxes(2.3)%26.9 %17.9 %23.5 %
(1)For the second quarter and first six months of 2022, primarily driven by the Company’s incremental income in low tax jurisdictions.
(2)For the second quarter and first six months of 2022, primarily driven by the revaluation of state deferred tax liabilities due to state legislative changes.
(3)For the first six months of 2022, primarily driven by the unfavorable comparison to the excess tax deductions that were generated from the vesting of RSUs during the first six months of 2021.
12. Investments
The following table summarizes investments in unconsolidated affiliates as of June 30, 2022 and December 31, 2021:
(in millions)Ownership InterestJune 30, 2022December 31, 2021
Bedford30.0 %$ $— 
Tractor19.2 %50 — 
Dyla LLC12.4 %12 12 
Force Holdings LLC(1)
33.3 %4 
Beverage startup companies(2)
(various)6 
Other(various)6 
Investments in unconsolidated affiliates$78 $30 
(1)Force Holdings LLC has a 14.1% ownership interest in Dyla LLC.
(2)Beverage startup companies represent equity method investments in development stage entities and may include entities which are pre-revenue, in test markets, or in early operations.
TRACTOR INVESTMENT
In May 2022, the Company invested $44 million in exchange for equity interests in Tractor. The Company also issued a $6 million convertible note to Tractor with an annual interest rate of LIBOR + 5% and a term of six months. The convertible note was converted into equity interests during the second quarter of 2022, increasing the Company’s total ownership in Tractor to 19.2%.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
BEDFORD INVESTMENT
In December 2021, Bedford began procedures to wind down the company. As part of the wind down procedures, KDP and ABI agreed to together fund a $68 million credit agreement to Bedford. KDP will fund 30% of this loan, in line with the Company’s ownership percentage in Bedford. Approximately $14 million of the Company’s responsibility under this credit agreement has been funded through June 30, 2022. The Company recorded impairment losses related to this credit agreement of $6 million and $12 million in the second quarter and first six months of 2022, respectively.
BODYARMOR INVESTMENT
In January 2022, KDP agreed to a $350 million payment from BodyArmor for a full settlement of all of the claims under the litigation against BodyArmor and in complete satisfaction of the holdback amount owed to ABC in association with the sale of ABC’s equity interest in BodyArmor in 2021. ABC received the settlement payment in January 2022 and the lawsuit was dismissed.
The Company allocated approximately $300 million of the settlement for resolution of the prior litigation, of which $299 million was recorded to Gain on litigation settlement and $1 million was applied against outstanding receivables from BodyArmor. Approximately $28 million of the $299 million gain on litigation settlement was held in unallocated corporate costs as a recovery of legal fees incurred during the litigation process, with the remaining $271 million of the $299 million recorded to our Packaged Beverages segment.
Approximately $50 million of the $350 million payment was allocated to the settlement of the holdback liability, which was recorded to Gain on the sale of our equity method investment.


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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
13. Accumulated Other Comprehensive Income (Loss)
The following table provides a summary of changes in AOCI, net of taxes:
 (in millions)Foreign Currency Translation AdjustmentsPension and Post-Retirement Benefit LiabilitiesCash Flow HedgesAccumulated Other Comprehensive Income (Loss)
For the second quarter of 2022:
Beginning balance$180 $(4)$39 $215 
Other comprehensive income (loss)(133)(3)126 (10)
Amounts reclassified from AOCI    
Total other comprehensive income (loss)(133)(3)126 (10)
Balance as of June 30, 2022$47 $(7)$165 $205 
For the second quarter of 2021:
Beginning balance$111 $(4)$57 $164 
Other comprehensive income (loss)112 — (152)(40)
Amounts reclassified from AOCI— — 
Total other comprehensive income (loss)112 — (148)(36)
Balance as of June 30, 2021$223 $(4)$(91)$128 
For the first six months of 2022:
Beginning balance$81 $(4)$(103)$(26)
Other comprehensive income (loss)(34)(3)266 229 
Amounts reclassified from AOCI  2 2 
Total other comprehensive income (loss)(34)(3)268 231 
Balance as of June 30, 2022$47 $(7)$165 $205 
For the first six months of 2021:
Beginning balance$95 $(4)$(14)$77 
Other comprehensive income (loss)128 — (84)44 
Amounts reclassified from AOCI— — 
Total other comprehensive income (loss)128 — (77)51 
Balance as of June 30, 2021$223 $(4)$(91)$128 
The following table presents the amount of losses reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income:
Second QuarterFirst Six Months
(in millions)Income Statement Caption2022202120222021
Cash Flow Hedges:
Interest rate contractsInterest expense$(2)$— $(2)$— 
FX contractsCost of sales2 5 
Total 3 
Income tax benefit — (1)(2)
Total, net of tax$ $$2 $

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
14. Other Financial Information
SELECTED BALANCE SHEET INFORMATION
The tables below provide selected financial information from the unaudited Condensed Consolidated Balance Sheets:
 June 30,December 31,
(in millions)20222021
Inventories:
Raw materials$395 $330 
Work-in-progress5 
Finished goods862 577 
Total1,262 913 
Allowance for excess and obsolete inventories(23)(19)
Total Inventories$1,239 $894 
Prepaid expenses and other current assets:
Other receivables$130 $112 
Prepaid income taxes123 
Customer incentive programs80 21 
Derivative instruments116 144 
Prepaid marketing26 12 
Spare parts80 72 
Income tax receivable15 14 
Other82 67 
Total prepaid expenses and other current assets$652 $447 
Other non-current assets:  
Operating lease right-of-use assets$829 $673 
Customer incentive programs53 59 
Derivative instruments92 
Equity securities(1)
46 58 
Equity securities without readily determinable fair values1 
Other138 143 
Total other non-current assets$1,159 $937 
(1)Equity securities are comprised of assets held in a rabbi trust in connection with a non-qualified defined contribution plan, as well as our ownership interest in Vita Coco. Fair values of these equity 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.



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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
 June 30,December 31,
(in millions)20222021
Accrued expenses:
Accrued customer trade$372 $446 
Accrued compensation210 227 
Insurance reserve49 33 
Accrued interest64 55 
Accrued professional fees10 19 
Other accrued expenses401 330 
Total accrued expenses$1,106 $1,110 
Other current liabilities:
Dividends payable$265 $265 
Income taxes payable18 144 
Operating lease liability93 76 
Finance lease liability92 79 
Derivative instruments73 39 
Other19 10 
Total other current liabilities$560 $613 
Other non-current liabilities:
Operating lease liability$752 $608 
Finance lease liability632 621 
Pension and post-retirement liability42 40 
Insurance reserves68 75 
Derivative instruments131 143 
Deferred compensation liability33 43 
Other56 47 
Total other non-current liabilities$1,714 $1,577 
ACCOUNTS PAYABLE
KDP has agreements with third party administrators which allow 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 through this program with the financial institutions. KDP's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted. KDP has been informed by the third party administrators that as of June 30, 2022 and December 31, 2021, $3,698 million and $3,194 million, respectively, of KDP's outstanding payment obligations were voluntarily elected by the supplier and sold to financial institutions.
15. Commitments and Contingencies
KDP is occasionally subject to litigation or other legal proceedings. Reserves are recorded 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. As of June 30, 2022 and December 31, 2021, the Company had litigation reserves of $12 million and $14 million, respectively. KDP has also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. The Company does not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on the results of operations, financial condition or liquidity of KDP.

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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, Keurig, 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 treble monetary damages, declaratory relief, injunctive relief and attorneys’ fees. In March 2014, JBR, Inc. filed suit against Keurig 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 2014, a number of putative class actions asserting similar claims and seeking similar relief to the matters described above were filed on behalf of purported direct purchasers of Keurig’s products in various federal district courts. In June 2014, these various actions, including the TreeHouse and JBR suits, were transferred to a single judicial district for coordinated pre-trial proceedings (the “Multidistrict Antitrust Litigation”). A consolidated putative class action complaint by direct purchaser plaintiffs was filed in July 2014. In January 2019, McLane Company, Inc. filed suit against Keurig (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 concluded in 2021, with plaintiffs collectively claiming more than $5 billion of monetary damages. Keurig strongly disputes the merits of the claims and the calculation of damages. As a result, Keurig has fully briefed a summary judgment motion that, if successful, would end the cases entirely. Keurig has also fully briefed other significant motions, including challenges to the validity of plaintiffs’ damages calculations. Keurig is also pursuing its opposition to direct purchaser plaintiffs’ motion for class certification.
In July 2021, BJ’s Wholesale Club, Inc. filed suit against Keurig (BJ’s Wholesale Club, Inc. v. Keurig Green Mountain, Inc.) in the U.S. District Court for the Eastern District of New York (“EDNY”) asserting similar claims and also was transferred into the Multidistrict Antitrust Litigation. In August 2021, Winn-Dixie Stores, Inc. and Bi-Lo Holding LLC filed suit against Keurig (Winn-Dixie Stores, Inc. et al. v. Keurig Green Mountain, Inc. et al.) in the EDNY asserting similar claims and was also transferred into the Multidistrict Antitrust Litigation. These cases remain in the early stages of discovery.
A number of putative class actions asserting similar claims and seeking similar relief were previously filed on behalf of purported indirect purchasers of Keurig’s products. In July 2020, Keurig reached an agreement with the putative indirect purchaser class plaintiffs in the Multidistrict Antitrust Litigation to settle the claims asserted for $31 million. The settlement class consists of individuals and entities in the United States that purchased, from persons other than Keurig and not for purposes of resale, Keurig manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The court granted preliminary approval of the settlement in December 2020, and the Company paid the settlement amount in January 2021. In June 2021, the Court granted final approval of the settlement, entered final judgment, and dismissed the indirect purchasers’ claims.
Separate from the U.S. actions described above, a statement of claim was filed in September 2014 against Keurig and Keurig Canada Inc. in Ontario, Canada, by Club Coffee L.P., a Canadian manufacturer of single serve beverage pods, asserting a breach of competition law and false and misleading statements by Keurig. To date, this plaintiff has not taken substantive action to prosecute its claims.
KDP intends to vigorously defend the remaining lawsuits described above. 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. Accordingly, the Company has not accrued for a loss contingency. Additionally, as the timelines in these cases may be beyond our control, we cannot assure you if or when there will be material developments in these matters.
PROPOSITION 65 LITIGATION
In May 2011, CERT 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 Keurig, and certain other defendants who manufacture, package, distribute or sell coffee, failed to warn persons in California that Keurig's coffee products expose persons to the chemical acrylamide in violation of Proposition 65.
Keurig, as part of a joint defense group organized to defend against the lawsuit, disputed CERT's claims and asserted multiple affirmative defenses. The case was scheduled to proceed to a third phase for trial on damages, remedies and attorneys' fees, but such trial did not occur in light of 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 litigation continued based on, among other items, CERT’s contentions that the regulation is legally invalid and, alternatively, cannot be applied to its pending claims. In August 2020, the court granted the defendants' motion for summary judgment, effectively ending CERT's Proposition 65 litigation at the trial court level. CERT has filed its appeal brief, and the Company intends to continue vigorously defending itself in this action. However, the Company believes that the likelihood that it will incur a material loss in connection with the CERT litigation is remote and accordingly, no loss contingency has been recorded.

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KEURIG DR PEPPER INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED, CONTINUED)
16. Transactions with Variable Interest Entities
The Company has a number of leasing arrangements and one licensing arrangement with special purpose entities associated with the same sponsor, which are referred to as the Veyron SPEs. The Veyron SPEs are VIEs for which KDP is not the primary beneficiary.
LEASING ARRANGEMENTS
As of June 30, 2022, the Company has entered into twelve lease transactions with the Veyron SPEs, eleven of which were associated with asset sale-leaseback transactions. Refer to Note 5 for additional information about the current period asset sale-leaseback transactions. Each lease has a RVG based on a percentage of Veyron SPEs’s purchase price; however, the Company concluded it was not probable that the Company will owe an amount at the end of each individual lease term, as the fair values of the properties are not expected to fall below the RVGs at the end of each individual lease term. As such, the Company recorded each lease obligation excluding the associated RVG. The aggregate maximum undiscounted RVG associated with the leasing arrangements as of June 30, 2022 and December 31, 2021 were $602 million and $549 million, respectively. This aggregate maximum value assumes that the fair value of each property at the end of either the original lease term or renewal term is equal to zero, which the Company has concluded is not probable.
The following table provides the carrying amounts of the right-to-use assets and lease obligations recorded on the Company’s Consolidated Balance Sheets associated with these leasing arrangements related to the VIEs as of June 30, 2022 and December 31, 2021.
(in millions)
June 30, 2022(1)
December 31, 2021(2)
Current assets$21 $19 
Non-current assets352 312 
Current liabilities20 13 
Non-current liabilities364 323 
(1)The leasing agreements included as of June 30, 2022 include eight manufacturing sites, three distribution centers and our Frisco, Texas headquarters.
(2)The leasing agreements included as of December 31, 2021 include seven manufacturing sites, two distribution centers and our Frisco, Texas headquarters.
LICENSING ARRANGEMENT
ABC, a wholly-owned subsidiary of KDP, has provided a guarantee in connection with its distribution agreement with the Veyron SPEs to be paid only in the event the Veyron SPEs sell specific distribution rights and the value of those distribution rights does not exceed $142 million, which is the maximum undiscounted amount that KDP could pay under the guarantee. All obligations with respect to the guarantee will cease upon termination of the distribution agreement, which would occur upon notice by ABC not to renew the distribution agreement, KDP no longer being investment grade at the end of the term, or the sale of the distribution rights by the Veyron SPEs. As of June 30, 2022, KDP has not recorded a liability as it is not probable that the Company will have to make any payments required under the residual value guarantee, as the fair value of the distribution rights is not expected to fall below $142 million over the term of the agreement.
As of June 30, 2022, KDP had $104 million in fixed service fee commitments related to the 15-year distribution agreement which was effective on December 28, 2020, with Veyron SPEs. These commitments were used to assist the Veyron SPEs in obtaining financing. Such fixed service fee payments began on January 1, 2021.
Fixed service fees over the next five years are expected to be as follows:
Remainder of 2022For the Years Ending December 31,
(in millions)20232024202520262027
Fixed service fees$4 $8 $8 $8 $8 $8 

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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.
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 the impact of the global COVID-19 pandemic, inflation, future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation, labor matters, supply chain issues 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 “outlook,” “guidance,” “anticipate,” “expect,” “believe,” “could,” “estimate,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and similar words, phrases or expressions and variations or negatives of these words 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, 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, our key brands include Keurig, Dr Pepper, Canada Dry, Snapple, Bai, Mott's, Core, Green Mountain and The Original Donut Shop. We have some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers. We offer 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, which are 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 and our WD systems. KDP markets and sells its products to retailers, including supermarkets, mass merchandisers, club stores, e-commerce retailers, office superstores, vending machines, grocery and drug stores, and convenience stores; 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.
Our reportable segments consist of the following:
The Coffee Systems segment reflects sales in the U.S. and Canada of the manufacture and distribution of finished goods relating to our single-serve brewers, K-Cup pods and other coffee products.
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 our own brands and third-party brands, through both the DSD and WD systems.
The Beverage Concentrates segment reflects sales primarily in the U.S. and Canada of our branded concentrates to third-party bottlers and our syrup to fountain foodservice customers. Most of the brands in this segment are carbonated soft drink brands.
The Latin America Beverages segment reflects sales primarily in Mexico and the Caribbean from the manufacture and distribution of concentrates, syrup and finished beverages.

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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 and the impact of foreign currency. See Non-GAAP Financial Measures for further information.
EXECUTIVE SUMMARY
Financial Overview - Second Quarter of 2022 as compared to Second Quarter of 2021
As Reported, in millions (except EPS)
kdp-20220630_g2.jpgkdp-20220630_g3.jpgkdp-20220630_g4.jpgkdp-20220630_g5.jpg
As Adjusted, in millions (except EPS)
kdp-20220630_g6.jpgkdp-20220630_g7.jpg    kdp-20220630_g8.jpg
Key Events During the Second Quarter of 2022
In April 2022, we announced a succession plan where Robert J. Gamgort will transition from his position as President and Chief Executive Officer, remaining as our Executive Chairman of our Board. Our Board appointed Ozan Dokmecioglu, currently Chief Financial Officer & President of International, as the Company's next President and Chief Executive Officer, effective July 29, 2022.
In connection with this leadership transition, George Lagoudakis, currently our Senior Vice President of Finance for Cold Beverages, was appointed to serve as our interim Chief Financial Officer, effective July 29, 2022, while we continue our external search for our permanent Chief Financial Officer.
In April 2022, we chose to undertake a strategic refinancing initiative, reducing our weighted average coupon rate on our Notes from 3.671% at March 31, 2022 to 3.595% after the refinancing. Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
During the second quarter of 2022, we repurchased and retired $88 million of common stock.
We were added to the S&P 500 Index, effective prior to the open of trading on June 21, 2022.
During the second quarter, we acquired equity interests in Tractor Beverage and entered into an exclusive sales agreement, which leverages the strength of our fountain foodservice business and expands our FFS portfolio. We also announced an agreement to acquire the global rights to the non-alcoholic, ready-to-drink cocktail brand Atypique, which is expected to close during the second half of 2022.


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Uncertainties and Trends Affecting Our Business
We believe the North American beverage market is influenced by certain key trends and uncertainties. Refer to Item 1A, "Risk Factors", of our Annual Report, for more information about risks and uncertainties facing us.
Some of these items, such as the ongoing COVID-19 pandemic and the invasion of Ukraine by Russia, and the resulting impacts on the global economy, including supply chain constraints and labor shortages, have led to inflation in input costs, logistics, manufacturing and labor costs. During the first six months of 2022, we have experienced supply chain disruptions and a significant inflationary impact compared to the prior year period. These impacts have created headwinds for our products that we expect to continue through the remainder of 2022.
As a result of these inflationary pressures, we have increased the pricing on a number of our products across our portfolio. Consequently, we may incur a reduction of volume or net sales, which, combined with the inflationary pressures, could impact our margins and operating results.
Refer to Note 4 of the Notes to our Unaudited Condensed Consolidated Financial Statements for our discussion of how we manage our exposure to commodity risk.
Impact of COVID-19 on our Financial Statements
The following table sets forth our reconciliation of significant COVID-19-related expenses. 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 are 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)
Total
For the second quarter of 2022:
Coffee Systems$ $1 $ $1 
Packaged Beverages1 1  2 
Beverage Concentrates    
Latin America Beverages 1  1 
Total$1 $3 $ $4 
For the second quarter of 2021:
Coffee Systems$$$(2)$
Packaged Beverages(8)(2)
Beverage Concentrates— — (3)(3)
Latin America Beverages— — — — 
Total$$$(13)$(2)
For the first six months of 2022:
Coffee Systems$1 $3 $ $4 
Packaged Beverages2 2  4 
Beverage Concentrates    
Latin America Beverages 1  1 
Total$3 $6 $ $9 
For the first six months of 2021:
Coffee Systems$$13 $(2)$13 
Packaged Beverages(8)
Beverage Concentrates— — (3)(3)
Latin America Beverages— — 
Total$$19 $(13)$14 
(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)Amounts include pay for temporary employees, including the associated taxes, as well as incremental benefits provided to frontline workers such as extended sick leave, in order to maintain essential operations during the COVID-19 pandemic.
(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)Reflects reversal of allowances initially recorded in 2020 specifically related to the COVID-19 pandemic, driven by improving economic conditions during 2021.

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RESULTS OF OPERATIONS
We eliminate from our financial results all applicable 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".
Second Quarter of 2022 Compared to Second Quarter of 2021
Consolidated Operations
The following table sets forth our unaudited condensed consolidated results of operations for the second quarter of 2022 and 2021:
 Second QuarterDollarPercentage
($ in millions, except per share amounts)20222021ChangeChange
Net sales$3,554 $3,140 $414 13.2 %
Cost of sales1,778 1,370 408 29.8 
Gross profit1,776 1,770 0.3 
Selling, general and administrative expenses1,204 1,039 165 15.9 
Other operating income, net (3)NM
Income from operations572 734 (162)(22.1)
Interest expense175 125 50 40.0 
Loss on early extinguishment of debt169 — 169 NM
Impairment of investments and note receivable6 — NM
Other expense (income), net9 (4)13 NM
Income before provision for income taxes213 613 (400)(65.3)
(Benefit) provision for income taxes(5)165 (170)NM
Net income including non-controlling interest218 448 (230)(51.3)
Less: Net loss attributable to non-controlling interest — — NM
Net income attributable to KDP$218 $448 (230)(51.3)
Earnings per common share:   
Basic$0.15 $0.32 $(0.17)(53.1)%
Diluted0.15 0.31 (0.16)(51.6)
Gross margin50.0 %56.4 %(640) bps
Operating margin16.1 %23.4 %(730) bps
Effective tax rate(2.3)%26.9 %NM
Sales Volume. The following table provides the percentage change in sales volumes for the second quarter of 2022 compared to the prior year period:
Percentage Change
K-Cup pod volume4.7 %
Brewer volume
(4.2)
CSD sales volume2.8 
NCB sales volume3.7 
Net Sales. Net sales increased $414 million, or 13.2%, to $3,554 million for the second quarter of 2022 compared to $3,140 million in the prior year period. This performance reflected favorable net price realization of 10.4%, across all segments, and favorable volume/mix of 3.1%, slightly offset by unfavorable FX translation of 0.3%.
Gross Profit. Gross profit increased $6 million, or 0.3%, to $1,776 million for the second quarter of 2022 compared to $1,770 million in the prior year period. This performance primarily reflected strong growth in net sales, the benefit of productivity, and reduced costs associated with COVID-19. These benefits were partially offset by higher costs driven significantly by broad-based inflation, an unfavorable change in unrealized commodity mark-to-market impacts, and increased costs associated with productivity projects. Gross margin decreased 640 bps versus the year ago period to 50.0%.

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Selling, General and Administrative Expenses. SG&A expenses increased $165 million, or 15.9%, to $1,204 million for the second quarter of 2022 compared to $1,039 million in the prior year period. The increase was driven by higher logistics costs, driven by both inflation and product mix, and an unfavorable change in unrealized commodity mark-to-market impacts.
Income from Operations. Income from operations decreased $162 million, or 22.1%, to $572 million for the second quarter of 2022 compared to $734 million in the prior year period, primarily driven by increased SG&A expenses. Operating margin decreased 730 bps versus the year ago period to 16.1%.
Interest Expense. Interest expense increased $50 million, or 40.0%, to $175 million for the second quarter of 2022 compared with $125 million in the prior year period. This change was primarily driven by unfavorable unrealized mark-to-market losses of $62 million on interest rate contracts and the unfavorable comparison to realized gains on certain interest rate contracts in the prior year period, which was partially offset by reduced interest expense on our senior unsecured notes as a result of deleveraging and our strategic refinancing initiatives.
Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt reflected a loss of $169 million during the second quarter of 2022 related to our 2022 Strategic Refinancing. There was no loss on early extinguishment of debt during the prior year period.
Impairment of Investments and Note Receivable. Impairment of investments and note receivable reflected an impairment charge of $6 million in the second quarter of 2022 associated with the wind-down of Bedford. Refer to Note 12 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
Effective Tax Rate. The effective tax rate was (2.3)% for the second quarter of 2022, compared to 26.9% in the prior year period, primarily driven by the revaluation of state deferred tax liabilities due to state legislative changes.
Net Income Attributable to KDP. Net income decreased $230 million, or 51.3%, to $218 million for the second quarter of 2022 as compared to $448 million in the prior year period, driven by the loss on early extinguishment of debt, lower income from operations and increased interest expense, partially offset by the decrease in our effective tax rate.
Diluted EPS. Diluted EPS decreased 51.6% to $0.15 per diluted share for the second quarter of 2022 as compared to $0.31 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 second quarter of 2022 and 2021, as well as other amounts necessary to reconcile our segment results to our consolidated results presented in accordance with U.S. GAAP.
Effective January 1, 2022, the Company updated its presentation of certain of KDP's corporate costs, primarily related to IT, to be aligned among the Company's segments and to more consistently reflect controllable costs at the segment level. The prior period segment disclosures reflect the revised presentation.
 Second Quarter
(in millions)20222021
Segment Results — Net sales  
Coffee Systems$1,195 $1,101 
Packaged Beverages1,689 1,498 
Beverage Concentrates460 375 
Latin America Beverages210 166 
Net sales$3,554 $3,140 
Second Quarter
(in millions)20222021
Segment Results — Income from operations  
Coffee Systems$315 $355 
Packaged Beverages232 261 
Beverage Concentrates324 255 
Latin America Beverages50 36 
Unallocated corporate costs(349)(173)
Income from operations$572 $734 

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COFFEE SYSTEMS
The following table provides selected information about our Coffee Systems segment's results:
Second QuarterDollarPercent
(in millions)20222021ChangeChange
Net sales$1,195 $1,101 $94 8.5 %
Income from operations315 355 (40)(11.3)
Operating margin26.4 %32.2 %(580) bps
Sales Volume. K-Cup pod volume grew 4.7% in the second quarter of 2022 compared to 0.2% in the year ago period, driven by the early completion of our coffee recovery program, which enabled us to rebuild retailer and partner inventories and restore customer service levels. Brewer volume decreased 4.2% in the quarter, driven by the unfavorable comparison to significant brewer shipment growth of 29.0% in the year ago period.
Net Sales. Net sales increased 8.5% to $1,195 million for the second quarter of 2022 compared to net sales of $1,101 million in the prior year period, reflecting favorable net price realization of 5.8% and volume/mix growth of 3.3%, driving growth in net sales for both K-cup pods and brewers. These benefits were slightly offset by unfavorable FX translation of 0.6%.
Income from Operations. Income from operations decreased $40 million, or 11.3%, to $315 million for the second quarter of 2022, compared to $355 million for the prior year period, as a result of broad-based inflation, investments to accelerate coffee recovery, increases in other operating costs, and increased expenses associated with productivity projects, partially offset by the benefits of pricing actions and the benefit of productivity. Operating margin declined 580 bps versus the year ago period to 26.4%.
PACKAGED BEVERAGES
The following table provides selected information about our Packaged Beverages segment's results:
Second QuarterDollarPercent
(in millions)20222021ChangeChange
Net sales$1,689 $1,498 $191 12.8 %
Income from operations232 261 (29)(11.1)
Operating margin13.7 %17.4 %(370) bps
Sales Volume. Sales volume for the second quarter of 2022 increased 1.0% compared to the prior year period, due primarily to strength in CSDs, Core, Motts, Hawaiian Punch, and Polar, which was partially offset by reductions in contract manufacturing and Bai.
Net Sales. Net sales increased 12.8% to $1,689 million for the second quarter of 2022, compared to $1,498 million in the prior year period, driven by favorable net price realization of 11.0%, primarily driven by price increases, and volume/mix growth of 1.9%, slightly offset by unfavorable FX translation of 0.1%.
Income from Operations. Income from operations decreased $29 million, or 11.1%, to $232 million for the second quarter of 2022, compared to $261 million for the prior year period, driven by broad-based inflation, higher costs associated with increased volume and increases in other operating costs, partially offset by the impact of net sales growth and productivity. Operating margin declined 370 bps versus the year ago period to 13.7%.

34

BEVERAGE CONCENTRATES
The following table provides selected information about our Beverage Concentrates segment's results:
Second QuarterDollarPercent
(in millions)20222021ChangeChange
Net sales$460 $375 $85 22.7 %
Income from operations324 255 69 27.1 
Operating margin70.4 %68.0 %240 bps
Sales volume. Sales volume for the second quarter of 2022 increased 3.5% compared to the prior year period, driven primarily by Canada Dry and Dr Pepper, partially offset by Schweppes.
Net Sales. Net sales increased 22.7% to $460 million in the second quarter of 2022, compared to $375 million for the prior year period, reflecting higher net price realization of 19.2%, largely driven by the favorable comparison to our prior year customer trade accrual, as well as price increases, and volume/mix growth of 3.7%. These benefits were slightly offset by unfavorable FX translation impacts of 0.2%.
Income from Operations. Income from operations increased $69 million, or 27.1%, to $324 million for the second quarter of 2022 compared to $255 million in the prior year period. This performance reflected the impact of net sales growth, partially offset by the impacts of broad-based inflation. Operating margin increased 240 bps versus the year ago period to 70.4% primarily due to the favorable comparison to our prior year customer trade accrual.
LATIN AMERICA BEVERAGES
The following table provides selected information about our Latin America Beverages segment's results:
Second QuarterDollarPercent
(in millions)20222021ChangeChange
Net sales$210 $166 $44 26.5 %
Income from operations50 36 14 38.9 
Operating margin23.8 %21.7 %210 bps
Sales Volume. Sales volume for the second quarter of 2022 as compared to the prior year period increased 7.5%, led by Peñafiel, Squirt and Clamato, driven by strong in-market execution and improvements in consumer mobility.
Net Sales. Net sales grew 26.5% to $210 million for the second quarter of 2022, compared to $166 million in the prior year period, reflecting favorable net price realization of 14.5% and volume/mix growth of 12.0%.
Income from Operations. Income from operations increased $14 million, or 38.9%, to $50 million for the second quarter of 2022 compared to $36 million in the prior year period, reflecting the benefit of net sales growth and productivity, partially offset by the impacts of broad-based inflation and higher costs associated with increased volumes. Operating margin increased 210 bps versus the year ago period to 23.8% despite inflationary headwinds.

35

First Six Months of 2022 Compared to First Six Months of 2021
Consolidated Operations
The following table sets forth our unaudited condensed consolidated results of operations for the first six months of 2022 and 2021:
 First Six MonthsDollarPercentage
($ in millions, except per share amounts)20222021ChangeChange
Net sales$6,632 $6,042 $590 9.8 %
Cost of sales3,206 2,672 534 20.0 
Gross profit3,426 3,370 56 1.7 
Selling, general and administrative expenses2,222 2,000 222 11.1 
Gain on litigation settlement(299)— (299)NM
Other operating income, net(35)(4)(31)NM
Income from operations1,538 1,374 164 11.9 
Interest expense 363 265 98 37.0 
Loss on early extinguishment of debt217 105 112 NM
Gain on sale of equity method investment(50)— (50)NM
Impairment of investments and note receivable12 — 12 NM
Other expense (income), net18 (7)25 NM
Income before provision for income taxes978 1,011 (33)(3.3)
Provision for income taxes175 238 (63)(26.5)
Net income including non-controlling interest803 773 30 3.9 
Less: Net loss attributable to non-controlling interest — — NM
Net income attributable to KDP$803 $773 30 3.9 
Earnings per common share:   
Basic$0.57 $0.55 $0.02 3.6 %
Diluted0.56 0.54 0.02 3.7 
Gross margin51.7 %55.8 %(410) bps
Operating margin23.2 %22.7 %50 bps
Effective tax rate17.9 %23.5 %(560) bps
Sales Volume. The following table provides the percentage change in sales volumes compared to the prior year period:
Percentage Change
K-Cup pods(0.4)%
Brewers(4.6)
CSDs3.3 
NCBs1.9 
Net Sales. Net sales increased $590 million, or 9.8%, to $6,632 million for the first six months of 2022 compared to $6,042 million in the prior year period. This performance reflected favorable net price realization of 8.4% across all segments and volume/mix growth of 1.5%, as expected reductions in our Coffee Systems segment during the first quarter of 2022 moderated volume gains in our other segments. These benefits were slightly offset by unfavorable FX translation of 0.1%.
Gross Profit. Gross profit increased $56 million, or 1.7%, to $3,426 million for the first six months of 2022 compared to $3,370 million in the prior year period. This performance primarily reflected strong growth in net sales, partially offset by higher costs significantly driven by broad-based inflation and an unfavorable change in unrealized commodity mark-to-market impacts. Gross margin decreased 410 bps versus the year ago period to 51.7%.
Selling, General and Administrative Expenses. SG&A expenses increased $222 million, or 11.1%, to $2,222 million for the first six months of 2022 compared to $2,000 million in the prior year period. The increase was driven by higher logistics costs, driven by both inflation and product mix, and increases in other operating costs. These drivers were partially offset by the impact of a change in our accounting policy related to the recognition of forfeitures for our stock awards of $40 million during the first quarter of 2022.

36

Gain on litigation settlement. Gain on litigation settlement reflects the portion of the settlement payment from BodyArmor which was allocated to the gain on the full settlement of the existing claims against BodyArmor. Refer to Note 12 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
Other Operating Income, net. Other operating income, net increased $31 million for the first six months of 2022 compared to the prior year period, primarily driven by a $38 million gain on an asset sale-leaseback transaction related to our strategic asset investment program in the current period.
Income from Operations. Income from operations increased $164 million, or 11.9%, to $1,538 million for the first six months of 2022 compared to $1,374 million in the prior year period, primarily driven by the gain on the litigation settlement, increased gross profit and the gain related to our strategic asset investment program, partially offset by increased SG&A expenses. Operating margin increased 50 bps versus the year ago period to 23.2%.
Interest Expense. Interest expense increased $98 million, or 37.0%, to $363 million for the first six months of 2022 compared to $265 million for the prior year period. This change was primarily driven by unfavorable unrealized mark-to-market losses of $141 million on interest rate contracts, which was partially offset by reduced interest expense on our senior unsecured notes as a result of deleveraging and our strategic refinancing initiatives.
Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt reflected an unfavorable change of $112 million, with a loss of $217 million during the first six months of 2022 related to our 2022 Strategic Refinancing and our early retirement of our 2038 Notes, the 2021 364-Day Credit Agreement and the KDP Revolver, as compared to a loss of $105 million in the prior year period associated with our 2021 strategic refinancing.
Gain on sale of equity method investment. Gain on sale of equity method investment reflects the portion of the settlement payment from BodyArmor which was allocated to the satisfaction of the holdback amount owed to us in association with the sale of our equity interest in BodyArmor in 2021. Refer to Note 12 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
Impairment of Investments and Note Receivable. Impairment on investments and note receivable reflected an impairment charge of $12 million in the first six months of 2022 associated with the wind-down of Bedford. Refer to Note 12 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
Effective Tax Rate. The effective tax rate decreased 560 bps to 17.9% for the first six months of 2022, compared to 23.5% in the prior year period, primarily driven by the revaluation of state deferred tax liabilities due to state legislative changes and the favorable mix of the Company’s incremental income in low tax jurisdictions in the current period, partially offset by the unfavorable comparison to the excess tax deductions that were generated from the vesting of RSUs during the first six months of 2021.
Net Income Attributable to KDP. Net income attributable to KDP increased $30 million, or 3.9%, to $803 million for the first six months of 2022 as compared to $773 million in the prior year period, driven by higher income from operations, the decrease in our effective tax rate in the first six months of 2022 and the gain on the sale of our investment in BodyArmor, partially offset by the unfavorable comparison to the loss on early extinguishment of debt, increased interest expense and the impairment on the investments and note receivable associated with the wind-down of Bedford.
Diluted EPS. Diluted EPS increased 3.7% to $0.56 per diluted share as compared to $0.54 in the prior year period.

37

Results of Operations by Segment
The following tables provide net sales and income from operations for our reportable segments for the first six months of 2022 and 2021, as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP.
Effective January 1, 2022, the Company updated its presentation of certain of KDP's corporate costs, primarily related to IT, to be aligned among the Company's segments and to more consistently reflect controllable costs at the segment level. The prior period segment disclosures reflect the revised presentation.
(in millions)First Six Months
Net sales20222021
Coffee Systems$2,288 $2,243 
Packaged Beverages3,169 2,805 
Beverage Concentrates819 703 
Latin America Beverages356 291 
Total net sales$6,632 $6,042 
Income from operations  
Coffee Systems$583 $723 
Packaged Beverages718 440 
Beverage Concentrates568 493 
Latin America Beverages75 58 
Unallocated corporate costs(406)(340)
Total income from operations$1,538 $1,374 
COFFEE SYSTEMS
The following table provides selected information about our Coffee Systems segment's results:
 First Six MonthsDollarPercent
(in millions)20222021ChangeChange
Net sales$2,288 $2,243 $45 2.0 %
Income from operations583 723 (140)(19.4)
Operating margin25.5 %32.2 %(670) bps
Sales Volume. K-Cup pod volume was relatively flat for the first six months of 2022 compared to the prior year period, as gains in volume during the second quarter of 2022 offset negative volume comparisons in the first quarter of 2021, reflecting the early completion of our coffee recovery program, which enabled us to rebuild retailer and partner inventories and restore customer service levels through the first half of the year. Brewer volume decreased 4.6% in the first six months of 2022, driven by the unfavorable comparison to significant brewer shipment growth of 41.3% in the prior year period.
Net Sales. Net sales increased 2.0% to $2,288 million for the first six months of 2022 compared to $2,243 million in the prior year period, driven by favorable net price realization of 4.5%, partially offset by volume/mix declines of 2.2% and unfavorable FX translation effects of 0.3%.
Income from Operations. Income from operations decreased $140 million, or 19.4%, to $583 million for the first six months of 2022, compared to $723 million in the prior year period, as a result of broad-based inflation and lower volume/mix. These decreases were partially offset by the benefits of pricing actions, productivity, and reduced costs related to COVID-19. Operating margin declined 670 bps versus the year ago period to 25.5% due to these inflationary and volume headwinds.

38

PACKAGED BEVERAGES
The following table provides selected information about our Packaged Beverages segment's results:
 First Six MonthsDollarPercent
(in millions)20222021ChangeChange
Net sales$3,169 $2,805 $364 13.0 %
Income from operations718 440 278 63.2 
Operating margin22.7 %15.7 %NM
Sales Volume. Sales volume for the first six months of 2022 increased 2.0% compared to the prior year period, due primarily to strength in CSDs, Motts, Core, Polar and Hawaiian Punch, which were partially offset by reductions in contract manufacturing and Bai.
Net Sales. Net sales increased 13.0% to $3,169 million in the first six months of 2022, compared to $2,805 million in the prior year period, driven by favorable net price realization of 9.7% and volume/mix growth of 3.3%.
Income from Operations. Income from operations increased $278 million, or 63.2%, to $718 million for the first six months of 2022 compared to $440 million for the prior year period, driven by the benefits of net sales growth, the gain on the settlement of litigation with BodyArmor of $271 million, asset sale-leaseback activity in the first six months of 2022 relating to our strategic asset initiative, and productivity. These increases were partially offset by the increased costs due to the impacts of broad-based inflation and higher costs associated with higher volumes.
BEVERAGE CONCENTRATES
The following table provides selected information about our Beverage Concentrates segment's results:
 First Six MonthsDollarPercent
(in millions)20222021ChangeChange
Net sales$819 $703 $116 16.5 %
Income from operations568 493 75 15.2 
Operating margin69.4 %70.1 %(70) bps
Sales Volume. Sales volume for the first six months of 2022 increased 2.8% compared to the prior year period, primarily driven by Dr Pepper and Canada Dry, partially offset by Crush and Schweppes.
Net Sales. Net sales increased 16.5% to $819 million in the first six months of 2022, compared to $703 million in the prior year period, reflecting higher net price realization of 13.8%, driven by price increases, as well as the favorable comparison to our prior year customer trade accrual, and volume/mix growth of 2.8%, slightly offset by unfavorable FX translation effects of 0.1%.
Income from Operations. Income from operations increased $75 million, or 15.2%, to $568 million for the first six months of 2022 compared to $493 million in the prior year period. This performance reflected the impact of net sales growth, partially offset by the impacts of broad-based inflation and costs associated with productivity initiatives. Operating margin decreased 70 bps versus the year ago period to 69.4%.
LATIN AMERICA BEVERAGES
The following table provides selected information about our Latin America Beverages segment's results:
 First Six MonthsDollarPercent
(in millions)20222021ChangeChange
Net sales$356 $291 $65 22.3 %
Income from operations75 58 17 29.3 
Operating margin21.1 %19.9 %120 bps
Sales Volume. Sales volume for the first six months of 2022 as compared to the prior year period increased 6.6%, led by Squirt and Peñafiel, driven by strong in-market execution and improvements in consumer mobility.
Net Sales. Net sales grew 22.3% to $356 million for the first six months of 2022, compared to $291 million in the prior year period, reflecting favorable net price realization of 12.4% and volume/mix growth of 10.3%, slightly offset by unfavorable FX translation of 0.4%.

39

Income from Operations. Income from operations increased $17 million, or 29.3%, to $75 million for the first six months of 2022 compared to $58 million in the prior year period, driven by the benefit of net sales growth, partially offset by the impacts of broad-based inflation, higher costs associated with higher volumes and higher marketing expense. Operating margin increased 120 bps versus the year ago period to 21.1% despite inflationary headwinds.
NON-GAAP FINANCIAL MEASURES
To supplement the consolidated financial statements presented in accordance with U.S. GAAP, we have presented for certain constant currency adjusted or adjusted financial measures for the second quarter and first six months of 2022 and 2021, 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 non-GAAP financial 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. We use these non-GAAP financial measures, in addition to U.S. GAAP financial measures, to evaluate our operating and financial performance and to compare such performance to that of prior periods and to the performance of our competitors. Additionally, we use these non-GAAP financial measures in making operational and financial decisions and in our budgeting and planning process. We believe that providing these non-GAAP financial measures to investors helps investors evaluate our operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance and consistent with guidance previously provided by us. The non-GAAP measures are defined as follows:
Adjusted: Defined as certain financial statement captions and metrics adjusted for certain items affecting comparability.
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 that 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; (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 and the associated windfall tax benefit attributable to the matching awards made to employees who made an initial investment in KDP; (vi) non-cash changes in deferred tax liabilities related to goodwill and other intangible assets as a result of tax rate or apportionment changes; and (vii) other certain items that are excluded for comparison purposes to prior year periods.
For the second quarter and first six months of 2022, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to significant business combinations; (ii) productivity expenses; (iii) costs related to significant non-routine legal matters; (iv) the loss on early extinguishment of debt related to the redemption of debt; (v) incremental costs to our operations related to risks associated with the COVID-19 pandemic; (vi) the gain on the sale of our investment in BodyArmor as a result of the settlement of the associated holdback liability; (vii) the gain on the settlement of our prior litigation with BodyArmor, excluding recoveries of previously incurred litigation expenses which were included in our adjusted results; (viii) losses recognized with respect to our equity method investment in Bedford as a result of funding our share of their wind-down costs; (ix) transaction costs for significant business combinations (completed or abandoned) excluding the DPS Merger; and (x) foundational projects, which are transformative and non-recurring in nature.
For the second quarter and first six months of 2021, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to significant business combinations; (ii) productivity expenses; (iii) costs related to significant non-routine legal matters; (iv) the loss on early extinguishment of debt related to the redemption of debt; (v) incremental costs to our operations related to risks associated with the COVID-19 pandemic; and (vi) gains from insurance recoveries related to the February 2019 organized malware attack on our business operation networks in the Coffee Systems segment.
Costs related to significant non-routine legal matters relate to the antitrust litigation. 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.
Constant currency adjusted: Defined as certain financial statement captions and metrics adjusted for certain items affecting comparability, calculated on a constant currency basis by converting our current period local currency financial results using the prior period foreign currency exchange rates.
For the second quarter and first six months of 2022 and 2021, the supplemental financial data set forth below includes reconciliations of adjusted and constant currency adjusted financial measures to the applicable financial measure presented in the unaudited condensed consolidated financial statements for the same period.


40

KEURIG DR PEPPER INC.
RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS
(Unaudited, in millions, except per share and percentages)
Cost of salesGross profitGross marginSelling, general and administrative expensesOther operating income, netIncome from operationsOperating margin
For the Second Quarter of 2022
Reported$1,778 $1,776 50.0 %$1,204 $— $572 16.1 %
Items Affecting Comparability:
Mark to market(138)138 — — 138 
Amortization of intangibles— — (33)— 33 
Stock compensation— — (5)— 
Restructuring and integration costs— — (23)22 
Productivity(28)28 (24)— 52 
Non-routine legal matters— — (3)— 
COVID-19(3)(1)— 
Transaction costs— — (1)— 
Foundational projects— — (2)— 
Adjusted$1,609 $1,945 54.7 %$1,112 $$832 23.4 %
Impact of foreign currency— %— %
Constant currency adjusted54.7 %23.4 %
For the Second Quarter of 2021
Reported$1,370 $1,770 56.4 %$1,039 $(3)$734 23.4 %
Items Affecting Comparability:
Mark to market17 (17)21 — (38)
Amortization of intangibles— — (34)— 34 
Stock compensation— — (5)— 
Restructuring and integration costs— — (49)— 49 
Productivity(14)14 (24)— 38 
Non-routine legal matters— — (6)— 
COVID-19(7)(4)— 11 
Adjusted$1,366 $1,774 56.5 %$938 $(3)$839 26.7 %


Refer to page 43 for reconciliations of reported net sales to constant currency net sales and adjusted income from operations to constant currency adjusted income from operations.
41

KEURIG DR PEPPER INC.
RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS
(Unaudited, in millions, except per share and percentages)
Interest expenseLoss on early extinguishment of debtImpairment of investments and note receivableOther expense (income), netIncome before provision for income taxes(Benefit) provision for income taxesEffective tax rateNet income attributable to KDPDiluted earnings per share
For the Second Quarter of 2022
Reported$175 $169 $$$213 $(5)(2.3)%$218 $0.15 
Items Affecting Comparability:
Mark to market(63)— — 200 49 151 0.11 
Amortization of intangibles— — — — 33 25 0.02 
Amortization of deferred financing costs(1)— — — — — 
Amortization of fair value debt adjustment(4)— — — — 
Stock compensation— — — — (2)— 
Restructuring and integration costs— — — — 22 17 0.01 
Productivity— — — — 52 10 42 0.03 
Impairment of investment— — (6)— — — 
Loss on early extinguishment of debt— (169)— — 169 43 126 0.09 
Non-routine legal matters— — — — — 
COVID-19— — — — — 
Transaction costs— — — — — — 
Foundational projects— — — — — — 
Change in deferred tax liabilities related to goodwill and other intangible assets— — — — — 50 (50)(0.03)
Adjusted$107 $— $— $10 $715 $161 22.5 %$554 $0.39 
Impact of foreign currency0.1 %
Constant currency adjusted22.6 %
For the Second Quarter of 2021
Reported$125 $— $— $(4)$613 $165 26.9 %$448 $0.31 
Items Affecting Comparability:
Mark to market(1)— — — (37)(9)(28)(0.02)
Amortization of intangibles— — — — 34 25 0.02 
Amortization of deferred financing costs(1)— — — — — 
Amortization of fair value of debt adjustment(4)— — — — — 
Stock compensation— — — — — 
Restructuring and integration costs— — — — 49 11 38 0.03 
Productivity— — — — 38 10 28 0.02 
Non-routine legal matters— — — — — 
COVID-19— — — — 11 0.01 
Change in deferred tax liabilities related to goodwill and other intangible assets— — — — — (6)— 
Adjusted$119 $— $— $(4)$724 $186 25.7 %$538 $0.38 
Change - adjusted(10.1)%3.0 %2.6 %
Impact of foreign currency— %0.3 %— %
Change - constant currency adjusted(10.1)%3.3 %2.6 %
Diluted earnings per common share may not foot due to rounding.
42

KEURIG DR PEPPER INC.
RECONCILIATION OF CERTAIN REPORTED SEGMENT MEASURES
TO CERTAIN NON-GAAP ADJUSTED AND CURRENCY NEUTRAL ADJUSTED SEGMENT MEASURES
(Unaudited)
(in millions)ReportedItems Affecting ComparabilityAdjusted
For the second quarter of 2022:
Income from operations
Coffee Systems$315 $54 $369 
Packaged Beverages232 15 247 
Beverage Concentrates324 3 327 
Latin America Beverages50  50 
Unallocated corporate costs(349)188 (161)
Total income from operations$572 $260 $832 
For the second quarter of 2021:
Income from operations
Coffee Systems$355 $49 $404 
Packaged Beverages261 28 289 
Beverage Concentrates255 257 
Latin America Beverages36 37 
Unallocated corporate costs(173)25 (148)
Total income from operations$734 $105 $839 
ReportedImpact of Foreign CurrencyConstant Currency
For the second quarter of 2022:
Net sales
Coffee Systems8.5 %0.6 %9.1 %
Packaged Beverages12.8 0.1 12.9 
Beverage Concentrates22.7 0.2 22.9 
Latin America Beverages26.5 — 26.5 
Total net sales13.2 0.3 13.5 
AdjustedImpact of Foreign CurrencyConstant Currency Adjusted
For the second quarter of 2022:
Income from operations
Coffee Systems(8.7)%0.3 %(8.4)%
Packaged Beverages(14.5)— (14.5)
Beverage Concentrates27.2 0.4 27.6 
Latin America Beverages35.1 — 35.1 
Total income from operations(0.8)0.2 (0.6)
ReportedItems Affecting ComparabilityAdjustedImpact of Foreign CurrencyConstant Currency Adjusted
For the second quarter of 2022:
Operating margin
Coffee Systems26.4 %4.5 %30.9 %(0.1)%30.8 %
Packaged Beverages13.7 0.9 14.6 — 14.6 
Beverage Concentrates70.4 0.7 71.1 — 71.1 
Latin America Beverages23.8 — 23.8 — 23.8 
Total operating margin16.1 7.3 23.4 — 23.4 
43

CONSTANT CURRENCY ADJUSTED RESULTS OF OPERATIONS
Second Quarter of 2022 Compared to Second Quarter of 2021
The following discussion of our results for the second quarter of 2022 is presented on a constant currency adjusted basis. These adjusted financial results are calculated on a constant currency basis by converting our current-period local currency financial results using the prior-period foreign currency exchange rates.
Consolidated Operations
Constant Currency Net Sales. Constant currency net sales increased 13.5% in the second quarter of 2022 compared to the prior year period, driven by favorable net price realization of 10.4% and volume/mix growth of 3.1%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations decreased 0.6% compared to the prior year period, primarily driven by the impact of broad-based inflation, higher costs due to higher volumes, and increases in other operating costs, partially offset by the strong growth in net sales and the benefit of productivity.
Constant Currency Adjusted Interest Expense. Constant currency adjusted interest expense decreased 10.1% compared to the prior year period, driven by reduced interest expense on our senior unsecured notes as a result of deleveraging and our strategic refinancing initiatives, partially offset by the unfavorable comparison to realized gains on certain interest rate contracts in the prior year period.
Constant Currency Adjusted Effective Tax Rate. The constant currency adjusted effective tax rate was 22.6% for the second quarter of 2022 compared to 25.7% for the prior year period, primarily driven by our incremental income in low tax jurisdictions and the revaluation of state deferred tax liabilities due to state legislative changes.
Constant Currency Adjusted Net Income Attributable to KDP. Constant currency adjusted net income attributable to KDP increased 3.3% compared to the prior year period, as the impacts of lower interest expense and our reduced effective tax rate were slightly offset by the decline in income from operations.
Constant Currency Adjusted Diluted EPS. Constant currency adjusted diluted EPS increased 2.6% in the current period.

44

Results of Operations by Segment
COFFEE SYSTEMS
Constant Currency Net Sales. Constant currency net sales increased 9.1%, reflecting higher net price realization of 5.8% and volume/mix growth of 3.3%, driving growth in net sales for both K-cup pods and brewers.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the second quarter of 2022 decreased 8.4% compared to the prior year period, driven by increased costs due to the impacts of broad-based inflation, investments to accelerate coffee recovery and increases in other operating costs. These decreases were partially offset by the benefit of pricing actions and the benefit of productivity.
PACKAGED BEVERAGES
Constant Currency Net Sales. Constant currency net sales increased 12.9%, reflecting favorable net price realization of 11.0%, primarily driven by price increases, and volume/mix growth of 1.9%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the second quarter of 2022 decreased 14.5% compared to the prior year period, driven primarily by broad-based inflation, higher costs associated with increased volume and increases in other operating costs, partially offset by the impact of net sales growth and productivity.
BEVERAGE CONCENTRATES
Constant Currency Net Sales. Constant currency net sales increased 22.9%, reflecting higher net price realization of 19.2%, predominantly driven by the favorable comparison to our prior year customer trade accrual, as well as price increases, and volume/mix growth of 3.7%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the second quarter of 2022 increased 27.6% compared to the prior year period. This performance reflected the impact of net sales growth, partially offset by the impacts of broad-based inflation.
LATIN AMERICA BEVERAGES
Constant Currency Net Sales. Constant currency net sales increased 26.5%, driven by favorable net price realization of 14.5% and volume/mix growth of 12.0%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the second quarter of 2022 increased 35.1% compared to the prior year period, reflecting the benefit of net sales growth and productivity, partially offset by the impacts of broad-based inflation and higher costs associated with increased volumes.
45

KEURIG DR PEPPER INC.
RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS
(Unaudited, in millions, except per share and percentages)
Cost of salesGross profitGross marginSelling, general and administrative expensesGain on litigation settlementOther operating income, netIncome from operationsOperating margin
For the First Six Months of 2022
Reported$3,206 $3,426 51.7 %$2,222 $(299)$(35)$1,538 23.2 %
Items Affecting Comparability:
Mark to market(79)79 26 — — 53 
Amortization of intangibles— — (67)— — 67 
Stock compensation— — — — (2)
Restructuring and integration costs— — (56)— (2)58 
Productivity(56)56 (46)— — 102 
Non-routine legal matters— — (7)— — 
COVID-19(7)(2)— — 
Gain on litigation— — — 271 — (271)
Transaction costs— — (1)— — 
Foundational projects— — (2)— — 
Adjusted$3,064 $3,568 53.8 %$2,069 $(28)$(37)$1,564 23.6 %
Impact of foreign currency(1.1)%0.2 %
Constant currency adjusted52.7 %23.8 %
For the First Six Months of 2021
Reported$2,672 $3,370 55.8 %$2,000 $— $(4)$1,374 22.7 %
Items Affecting Comparability:
Mark to market26 (26)50 — — (76)
Amortization of intangibles— — (67)— — 67 
Stock compensation— — (11)— — 11 
Restructuring and integration costs— — (92)— — 92 
Productivity(22)22 (49)— — 71 
Non-routine legal matters— — (16)— — 16 
COVID-19(19)19 (8)— — 27 
Malware incident— — — — (2)
Adjusted$2,657 $3,385 56.0 %$1,809 $— $(4)$1,580 26.2 %


Refer to page 49 for reconciliations of reported net sales to constant currency net sales and adjusted income from operations to constant currency adjusted income from operations.
46

KEURIG DR PEPPER INC.
RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS
(Unaudited, in millions, except per share and percentages)
Interest expenseLoss on early extinguishment of debtGain on sale of equity method investmentImpairment of investments and note receivableOther expense (income), netIncome before provision for income taxes(Benefit) provision for income taxesEffective tax rateNet income attributable to KDPDiluted earnings per share
For the First Six Months of 2022
Reported$363 $217 $(50)$12 $18 $978 $175 17.9 %$803 $0.56 
Items Affecting Comparability:
Mark to market(134)— — — (2)189 47 142 0.10 
Amortization of intangibles— — — — — 67 17 50 0.04 
Amortization of deferred financing costs(2)— — — — — — 
Amortization of fair value debt adjustment(9)— — — — — 
Stock compensation— — — — — (2)(3)— 
Restructuring and integration costs— — — — — 58 14 44 0.03 
Productivity— — — — — 102 22 80 0.06 
Impairment of investment— — — (12)12 — 12 — 
Loss on early extinguishment of debt— (217)— — — 217 54 163 0.12 
Non-routine legal matters— — — — — — 
COVID-19— — — — — — 
Gain on litigation— — — — — (271)(68)(203)(0.14)
Gain on sale of equity-method investment— — 50 — — (50)(12)(38)(0.03)
Transaction costs— — — — — — — 
Foundational projects— — — — — — — 
Change in deferred tax liabilities related to goodwill and other intangible assets— — — — — — 50 (50)(0.03)
Adjusted$218 $— $— $— $16 $1,330 $302 22.7 %$1,028 $0.72 
Impact of foreign currency— %
Constant currency adjusted22.7 %
Diluted earnings per common share may not foot due to rounding.
47

KEURIG DR PEPPER INC.
RECONCILIATION OF CERTAIN REPORTED ITEMS TO CERTAIN NON-GAAP ADJUSTED ITEMS
(Unaudited, in millions, except per share and percentages)
Interest expenseLoss on early extinguishment of debtGain on sale of equity method investmentImpairment of investments and note receivableOther expense (income), netIncome before provision for income taxes(Benefit) provision for income taxesEffective tax rateNet income attributable to KDPDiluted earnings per share
For the First Six Months of 2021
Reported$265 $105 $— $— $(7)$1,011 $238 23.5 %$773 $0.54 
Items Affecting Comparability:
Mark to market— — — — (83)(20)(63)(0.04)
Amortization of intangibles— — — — — 67 17 50 0.04 
Amortization of deferred financing costs(4)— — — — — — 
Amortization of fair value of debt adjustment(10)— — — — 10 — 
Stock compensation— — — — — 11 14 (3)— 
Restructuring and integration costs— — — — — 92 22 70 0.05 
Productivity— — — — — 71 18 53 0.04 
Loss on early extinguishment of debt— (105)— — — 105 25 80 0.06 
Non-routine legal matters— — — — — 16 13 0.01 
COVID-19— — — — — 27 20 0.01 
Malware incident— — — — — (2)— (2)— 
Change in deferred tax liabilities related to goodwill and other intangible assets— — — — — — (6)— 
Adjusted$258 $— $— $— $(7)$1,329 $320 24.1 %$1,009 $0.71 
Change - adjusted(15.5)%1.9 %1.4 %
Impact of foreign currency— %0.3 %— %
Change - constant currency adjusted(15.5)%2.2 %1.4 %
Diluted earnings per common share may not foot due to rounding.
48

KEURIG DR PEPPER INC.
RECONCILIATION OF CERTAIN REPORTED SEGMENT MEASURES
TO CERTAIN NON-GAAP ADJUSTED AND CURRENCY NEUTRAL ADJUSTED SEGMENT MEASURES
(Unaudited)
(in millions)ReportedItems Affecting ComparabilityAdjusted
For the first six months of 2022:
Income from operations
Coffee Systems$583 $105 $688 
Packaged Beverages718 (236)482 
Beverage Concentrates568 6 574 
Latin America Beverages75 1 76 
Unallocated corporate costs(406)150 (256)
Total income from operations$1,538 $26 $1,564 
For the first six months of 2021:
Income from operations
Coffee Systems$723 $102 $825 
Packaged Beverages440 50 490 
Beverage Concentrates493 496 
Latin America Beverages58 60 
Unallocated corporate costs(340)49 (291)
Total income from operations$1,374 $206 $1,580 
ReportedImpact of Foreign CurrencyConstant Currency
For the first six months of 2022:
Net sales
Coffee Systems2.0 %0.3 %2.3 %
Packaged Beverages13.0 — 13.0 
Beverage Concentrates16.5 0.1 16.6 
Latin America Beverages22.3 0.4 22.7 
Total net sales9.8 0.1 9.9 
AdjustedImpact of Foreign CurrencyConstant Currency Adjusted
For the first six months of 2022:
Income from operations
Coffee Systems(16.6)%0.1 %(16.5)%
Packaged Beverages(1.6)— (1.6)
Beverage Concentrates15.7 0.2 15.9 
Latin America Beverages26.7 — 26.7 
Total income from operations(1.0)0.1 (0.9)
ReportedItems Affecting ComparabilityAdjustedImpact of Foreign CurrencyConstant Currency Adjusted
For the first six months of 2022:
Operating margin
Coffee Systems25.5 %4.6 %30.1 %(0.1)%30.0 %
Packaged Beverages22.7 (7.5)15.2 — 15.2 
Beverage Concentrates69.4 0.7 70.1 — 70.1 
Latin America Beverages21.1 0.2 21.3 — 21.3 
Total operating margin23.2 0.4 23.6 — 23.6 

49

CONSTANT CURRENCY ADJUSTED RESULTS OF OPERATIONS
First Six Months of 2022 Compared to First Six Months of 2021
The following discussion of our results for the first six months of 2022 is presented on a constant currency adjusted basis. These adjusted financial results are calculated on a constant currency basis by converting our current-period local currency financial results using the prior-period foreign currency exchange rates
Consolidated Operations
Constant Currency Net Sales. Constant currency net sales increased 9.9% in the first six months of 2022 compared to the prior year period, driven by favorable net price realization of 8.4% and volume/mix growth of 1.5%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations decreased 0.9% compared to the prior year period, primarily driven by the impact of broad-based inflation and increases in other operating costs, partially offset by the strong growth in net sales. Other drivers of the change included the benefit of productivity and a $38 million gain on an asset sale-leaseback transaction related to our strategic asset investment program.
Constant Currency Adjusted Interest Expense. Constant currency adjusted interest expense decreased 15.5% compared to the prior year period, driven by reduced interest expense on our senior unsecured notes as a result of our strategic refinancing initiatives and continued deleveraging.
Constant Currency Adjusted Effective Tax Rate. The constant currency adjusted effective tax rate was 22.7% for the first six months of 2022 compared to 24.1% for the prior year period, primarily driven by our incremental income in low tax jurisdictions during the first six months of 2022.
Constant Currency Adjusted Net Income Attributable to KDP. Constant currency adjusted net income attributable to KDP increased 2.2% compared to the prior year period, as the impacts of lower interest expense and the decrease in our effective tax rate were partially offset by the decline in income from operations.
Constant Currency Adjusted Diluted EPS. Constant currency adjusted diluted EPS increased approximately 1.4% over the prior year period.

50

Results of Operations by Segment
COFFEE SYSTEMS
Constant Currency Net Sales. Constant currency net sales increased 2.3%, driven by higher net price realization of 4.5%, partially offset by unfavorable volume/mix of 2.2%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the first six months of 2022 decreased 16.5% compared to the prior year period, as a result of broad-based inflation and lower volume/mix. These decreases were partially offset by the benefits of pricing actions and increased productivity.
PACKAGED BEVERAGES
Constant Currency Net Sales. Constant currency net sales increased 13.0%, reflecting favorable net price realization of 9.7% and volume/mix growth of 3.3%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the first six months of 2022 decreased 1.6% compared to the prior year period, driven by increased costs due to the impacts of broad-based inflation, higher costs associated with higher volumes and increases in other operating costs. These declines were partially offset by the benefits of net sales growth, asset sale-leaseback activity in the first six months of 2022 relating to our strategic asset initiative, and increased productivity.
BEVERAGE CONCENTRATES
Constant Currency Net Sales. Constant currency net sales increased 16.6%, reflecting higher net price realization of 13.8%, driven by price increases, as well as the favorable comparison to our prior year customer trade accrual, and volume/mix growth of 2.8%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the first six months of 2022 increased 15.9% compared to the prior year period. This performance reflected the impact of net sales growth, partially offset by the impacts of broad-based inflation.
LATIN AMERICA BEVERAGES
Constant Currency Net Sales. Constant currency net sales increased 22.7%, driven by favorable net price realization of 12.4% and volume/mix growth of 10.3%.
Constant Currency Adjusted Income from Operations. Constant currency adjusted income from operations for the first six months of 2022 increased 26.7% compared to the prior year period, driven by higher net price realization and favorable volume/mix, partially offset by broad-based inflation, higher costs associated with higher volumes, and higher marketing expense.
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 Part II, Item 7 of our Annual Report.
As of the date of our annual impairment test, performed as of October 1, 2021, certain brands were considered at risk of future impairment in the event of significant unfavorable changes in assumptions including forecasted cash flows along with macro-economic risks such as the continued prolonged weakening of economic conditions and cost inflation or significant unfavorable changes in long-term growth rates and discount rates utilized in the discounted cash flows analyses. Cost inflation for certain inputs could put pressure on achieving cash flow projections and rising interest rates could cause unfavorable changes in the discount rates utilized in the discounted cash flow analyses. As of June 30, 2022, we did not identify any indications that the carrying amount of any goodwill or any intangible assets may not be recoverable.
51

LIQUIDITY AND CAPITAL RESOURCES
Overview
We believe our financial condition and liquidity remain strong. 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 through our integration and productivity initiatives, and developing new opportunities for growth such as innovation and agreements with partners to distribute brands that are accretive to our portfolio.
The following summarizes our cash activity for the first six months of 2022 and 2021:
kdp-20220630_g9.jpg
Cash, cash equivalents, restricted cash and restricted cash equivalents decreased $14 million from December 31, 2021 to June 30, 2022 primarily as a result of deleveraging, offset by proceeds from the cash settlement with BodyArmor.
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 $255 million and $216 million as of June 30, 2022 and December 31, 2021, respectively.
Additionally, in April 2022, we chose to undertake a strategic refinancing initiative, issuing approximately $3 billion of senior unsecured notes and using the net proceeds to voluntarily prepay and retire several tranches of existing senior unsecured notes with higher interest rates, which reduced our overall interest payments and our annual cash requirements. As part of this transaction, we additionally unwound approximately $1.5 billion of notional amount of our outstanding designated forward starting swaps and received cash proceeds of approximately $125 million. Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information about the 2022 strategic refinancing initiative.
Principal Sources of Capital Resources
Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from our operations and borrowing capacity currently available under our 2022 Revolving Credit Agreement. Additionally, we have an uncommitted commercial paper program where we can issue unsecured commercial paper notes on a private placement basis. 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.
Sources of Liquidity - Operations
Net cash provided by operating activities increased $200 million for the first six months of 2022, as compared to the first six months of 2021, driven by the increase in net income adjusted for non-cash items, led by the $349 million gain from BodyArmor, partially offset by a decline in working capital.
52

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:
ComponentCalculation (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
The following table summarizes our cash conversion cycle:
June 30,
20222021
DIO61 57 
DSO36 32 
DPO170 156 
Cash conversion cycle(73)(67)
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 agreements with third party administrators 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 through this program with the financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. We have been informed by the third party administrators that as of June 30, 2022 and December 31, 2021, $3,698 million and $3,194 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 $1,808 million and $1,572 million for the first six months of 2022 and 2021, respectively.
Impact of the CARES Act
Beginning in the second quarter of 2020, we deferred payments of employer-related payroll taxes as allowed under the CARES Act. Payment of at least 50% of the deferred amount was due on January 3, 2022, with the remainder due by January 3, 2023. We deferred a total of $59 million in such payments since the CARES Act was implemented, and we timely paid approximately $30 million as of January 3, 2022.
53

Sources of Liquidity - Financing
In February 2022, we terminated our 2021 364-Day Credit Agreement and our KDP Revolver and replaced them with the 2022 Revolving Credit Agreement, which provides for a $4 billion revolving credit facility.
In April 2022, we undertook a strategic refinancing and issued a $3 billion aggregate face value of Notes, consisting of the 2029 Notes, the 2032 Notes, and the 2052 Notes. The proceeds from the issuance were used to voluntarily prepay and retire the remaining 2023 Merger Notes and to tender portions of the 2025 Merger Notes, the 2028 Merger Notes, the 2038 Merger Notes, and the 2048 Merger Notes.
kdp-20220630_g10.jpg
Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for management's discussion of our financing arrangements.
We also have an active shelf registration statement, filed with the SEC on August 27, 2019, which allows us to issue an indeterminate number or amount of common stock, preferred stock, debt securities and warrants from time to time in one or more offerings at the direction of our Board.
Sources of Liquidity - Asset Sale-Leaseback Transactions
We have leveraged our strategic asset investment program to create value from certain assets to enable reinvestment in KDP. These transactions are accounted for as sale-leaseback transactions. Proceeds from sales of property, plant and equipment were $78 million and $15 million for the first six months of 2022 and 2021, respectively.
Principal Uses of Capital Resources
Over the past several years, our principal uses of our capital resources were deleveraging, providing shareholder return to our investors through regular quarterly dividends, and investing in KDP to capture market share and drive growth through innovation and routes to market.
Now that we have met our post-merger goals, we plan to invest in inorganic value creation through M&A, including portfolio expansion, distribution scale, geographic expansion, and new capabilities. In addition to M&A, we may consider special dividends to our investors and have repurchased shares of our outstanding common stock, as described below.
Deleveraging and Other Debt Repayments
During the first six months of 2022, we made net debt repayments of $514 million, which includes the redemption and retirement of the remainder of our 2023 Merger Notes and 2038 Notes, as well as the tender of portions of the 2025 Merger Notes, the 2028 Merger Notes, the 2038 Merger Notes, and the 2048 Merger Notes.
Regular Quarterly Dividends
For the first six months of 2022, we have declared total dividends of $0.375 per share.
Repurchases of Common Stock
Our Board authorized a four-year share repurchase program of up to $4 billion of our outstanding common stock potentially enabling us to return value to shareholders. We repurchased and retired $88 million of common stock during the first six months of 2022.
Capital Expenditures
We are investing in state-of-the-art manufacturing and warehousing facilities, including expansive investments in facilities in Newbridge, Ireland; Spartanburg, South Carolina; and Allentown, Pennsylvania, in 2022 and 2021, in order to optimize our supply chain network through integration and productivity projects and to mitigate risk of business interruption.
Purchases of property, plant and equipment were $186 million and $204 million for the first six months of 2022 and 2021, respectively.
54

Capital expenditures, which includes both purchases of property, plant and equipment and amounts included in accounts payable and accrued expenses, for the first six months of 2022 and 2021 primarily related to the manufacturing and warehousing facilities discussed above. Capital expenditures included in accounts payable and accrued expenses were $138 million and $213 million for the first six months of 2022 and 2021, respectively, which primarily related to these investments.
Investments in Unconsolidated Affiliates
From time to time, we expect to acquire businesses or brands, invest in emerging companies, or enter into various licensing and distribution agreements to expand our product portfolio. Our investments in emerging companies generally involve acquiring a minority interest in equity securities of a company with a protected path to ownership at our future option. In the second quarter of 2022, we invested $50 million in Tractor for a 19.2% equity interest.
Purchases of Intangible Assets
We have invested in the expansion of our DSD network through transactions with strategic independent bottlers to ensure competitive distribution scale for our brands. These transactions are generally accounted for as an asset acquisition, as the majority of the transaction price represents the acquisition of an intangible asset. Purchases of intangible assets were $10 million and $12 million for the first six months of 2022 and 2021, respectively.
Uncertainties and Trends Affecting Liquidity
Disruptions in global financial and credit markets, including those caused by the ongoing COVID-19 pandemic and Russia’s invasion of Ukraine, 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 the risk factors discussed under "Risk Factors" in Part 1, Item 1A of our Annual Report, as well as subsequent filings with the SEC, that could have a material effect on production, delivery and consumption of our products, which could result in a reduction in our sales volume.
55

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 Parent Holdings Corp. 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 Keurig Dr Pepper Inc. (the “Parent”) and the Guarantors on a combined basis after intercompany eliminations; the Parent and the Guarantors' amounts due from and amounts due to 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 2022
Net sales$3,947 
Income from operations871 
Net income attributable to KDP803 
(in millions)June 30, 2022December 31, 2021
Current assets$1,975 $1,594 
Non-current assets44,556 43,972 
Total assets(1)
$46,531 $45,566 
Current liabilities$3,682 $3,470 
Non-current liabilities17,458 17,125 
Total liabilities(2)
$21,140 $20,595 
(1)Includes $2 million and $209 million of intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of June 30, 2022 and December 31, 2021, respectively.
(2)Includes $62 million and $40 million of intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of June 30, 2022 and December 31, 2021, respectively.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the disclosures on market risk made in our Annual Report.
56

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, 2022, 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, 2022 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
We are occasionally subject to litigation or other legal proceedings relating to our business. See Note 15 of the Notes to our Unaudited Condensed Consolidated Financial Statements for more information related to commitments and contingencies, which is incorporated herein by reference.
ITEM 1A. Risk Factors
There have been no material changes from the risk factors set forth in Part I, Item 1A in our Annual Report.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 1, 2021, our Board authorized a share repurchase program of up to $4 billion of our outstanding common stock, enabling us to opportunistically return value to shareholders. The $4 billion authorization is effective for four years, beginning on January 1, 2022 and expiring on December 31, 2025, and does not require the purchase of any minimum number of shares.
The following table summarizes shares repurchased by the Company under this program during the second quarter of 2022:
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Amount of Dollars that May Yet be Used to Purchase Shares Under the Program (in millions)
April 1 to April 30 $  $4,000 
May 1 to May 312,538,904 34.51 2,538,904 3,912 
June 1 to June 30   3,912 
Total2,538,904 $34.51 2,538,904 $3,912 
ITEM 5. Other Information
COMPENSATORY ARRANGEMENTS WITH MR. DOKMECIOGLU
In connection with Ozan Dokmecioglu’s promotion to the role of President and Chief Executive Officer of the Company, effective as of July 29, 2022, the Company has entered into a letter agreement with Mr. Dokmecioglu, dated as of July 25, 2022 (the “Letter Agreement”). The Letter Agreement reflects the compensatory arrangements with Mr. Dokmecioglu described in the Company’s Current Report on Form 8-K filed on April 5, 2022, and is incorporated herein by reference. The Letter Agreement provides that Mr. Dokmecioglu will continue to participate in the Company's long-term incentive program, with a recommended award with a grant date value of $4,000,000 for 2023, and will be eligible to participate in the Company’s benefit plans for salaried employees (including participation in the Severance Plan, as described below). On or around July 29, 2022, Mr. Dokmecioglu will receive an award of RSUs with a grant date value of $14,000,000, which will vest in one-third installments on each of the third, fourth and fifth anniversaries of the date of grant, subject to his continued employment with the Company and a requirement that he hold $25,000,000 in Company shares (as measured on the grant date) through the final vesting date.

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APPOINTMENT OF MR. DOKMECIOGLU TO THE BOARD
On July 25, 2022, the Board appointed Mr. Dokmecioglu as a member of the Board, effective July 29, 2022. Mr. Dokmecioglu will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2023 Annual Meeting of Stockholders, or until his earlier death, resignation or removal. There are no arrangements or understandings between Mr. Dokmecioglu and any other persons pursuant to which Mr. Dokmecioglu was appointed as a director, and Mr. Dokmecioglu is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act.
ADOPTION OF THE EXECUTIVE SEVERANCE PLAN
On July 25, 2022, the Board adopted the Keurig Dr Pepper Inc. Executive Severance Plan (the “Severance Plan”), to be effective July 29, 2022. The Severance Plan provides severance benefits to the Executive Chairman, Chief Executive Officer, members of the Executive Leadership Team (which includes our named executive officers), Senior Vice Presidents and Vice Presidents of the Company, in the event such individual’s employment is terminated in either a Qualifying Termination or a CIC Qualifying Termination, in each case as described below.
Qualifying Termination
For the Executive Chairman and Chief Executive Officer, a Qualifying Termination means a termination of employment by the Company without “Cause” (as defined in the Severance Plan) or by the participant for “Good Reason” (as defined in the Severance Plan).
For members of the Executive Leadership Team, a Qualifying Termination means a termination of employment by the Company without Cause or by the participant’s declining an offer for a position that is not a “Comparable Position” (as defined in the Severance Plan).
CIC Qualifying Termination
A “CIC Qualifying Termination” means a termination of the participant’s employment with the Company by the Company without Cause or by the participant for Good Reason (as defined in the Severance Plan), in each case, during the period commencing six months prior to the date on which a “Change in Control” (as defined in the Severance Plan) is consummated and ending on the date that is two years following a Change in Control.
Severance Benefits
If a participant experiences a Qualifying Termination, he or she will receive an amount equal to two times for the Executive Chairman and Chief Executive Officer and 1.5 times for members of the Executive Leadership Team the sum of the participant’s annual base salary and annual target bonus, payable in substantially equal installments over 24 months for the Executive Chairman and Chief Executive Officer and 18 months for members of the Executive Leadership Team.
If a participant experiences a CIC Qualifying Termination, he or she will receive an amount equal to three times for the Executive Chairman and Chief Executive Officer and 2.25 times for members of the Executive Leadership Team the sum of the participant’s annual base salary and annual target bonus, payable in a lump sum within 60 days following the date the release executed by the participant becomes effective and irrevocable.
If any of the payments and benefits to be paid or provided to a participant under the terms of the Severance Plan would be subject to the “golden parachute” excise taxes under the Internal Revenue Code, then such payments and benefits will be reduced to the extent necessary to avoid those excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the eligible employee.
The foregoing descriptions of the Letter Agreement and the Severance Plan do not purport to be complete and are qualified in their entirety by reference to the respective form of such documents attached hereto as Exhibit 10.3 and Exhibit 10.4.
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ITEM 6. Exhibits
Twelfth Supplemental Indenture, dated as of April 22, 2022, among Keurig Dr Pepper Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference).
Form of 3.950% Senior Note due 2029 (included in Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference).
Form of 4.050% Senior Note due 2032 (included in Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference).
Form of 4.500% Senior Note due 2052 (included in Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference).
Letter Agreement by and between the Company and Robert J. Gamgort dated April 5, 2022 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on April 5, 2022) and incorporated herein by reference). ++
Letter Agreement by and between the Company and Mauricio Leyva dated July 15, 2022 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on July 19, 2022) and incorporated herein by reference). ++
Letter Agreement by and between the Company and Ozan Dokmecioglu dated July 25, 2022.++
Keurig Dr Pepper Inc. Executive Severance Plan, effective as of July 29, 2022.++
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.
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.
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.
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, 2022, formatted in Inline XBRL: (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.


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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 & President, International
  (Principal Financial Officer)
Date: July 28, 2022

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EXHIBIT 10.3

July 25, 2022

Ozan Dokmecioglu


Dear Ozan,

Pursuant to your discussions with the Board of Directors (the “Board”) of Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), you will transition from your position as Chief Financial Officer and President, International effective as of July 29, 2022 (the “Transition Date”). You have agreed to continue your employment as an officer of the Company after the Transition Date in the role of President and Chief Executive Officer of the Company. This letter agreement (this “Agreement”) outlines the principal terms and conditions of your employment as President and Chief Executive Officer of the Company upon and following the Transition Date. Upon and following the Transition Date, your Employment Agreement effective as of April 12, 2016 will be terminated and of no further force or effect.
1.Base Salary. Your annualized base salary will be $1,250,000 (the “Base Salary”). Your Base Salary will be paid in bi-weekly installments, consistent with the payroll schedule in place for all active employees as in effect from time to time.
2.Annual Bonus. You will be eligible to participate in the Company’s Short Term Incentive Plan (STIP) in accordance with the terms in effect at the time of the payout. Your target annual bonus will be 150% of your Base Salary. The program’s annual performance metrics will be based on achievement of specific financial targets set by the Company, as determined by the Company and approved by the Remuneration Committee in its sole discretion. Your 2022 STIP payout will be pro-rated based on your time, salary and bonus targets in the Chief Financial Officer and President, International position and subsequently the President and Chief Executive Officer position.
3.Long-Term Incentives.
(a)You will be eligible to participate in the Company’s Long Term Incentive (LTI) program with an annual award as determined by the Remuneration Committee in its sole discretion. You will be eligible for your next annual award in March 2023, for which the Company will recommend a grant date value of $4,000,000, on terms consistent with other similarly situated executives.
(b)In September 2022, consistent with other newly hired and promoted executives, you will be granted a one-time “half-year” award under the Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 (as such plan may be amended, the “Omnibus Incentive Plan”)in the form of time-based Restricted Stock Units with a grant date value of $900,000, which will vest on the following vesting schedule, subject to your continued employment with the Company through such vesting date: (i) 60% of the Restricted Stock Units subject to the award will vest on the third anniversary of the grant date and (ii) 20% of the Restricted Stock Units subject



to the award will vest on each of the fourth and fifth anniversaries of the grant date. The award will be governed by and subject to the terms of an award agreement to be provided to you under separate cover.
(c)On or around the Transition Date, you will be granted a one-time award under the Omnibus Incentive Plan in the form of time-based Restricted Stock Units with a grant date value of $14,000,000 (the “CEO Matching Award”), which will vest in one-third increments on each of the third, fourth and fifth anniversaries of the grant date, subject to your continued employment with the Company through such vesting date. The CEO Matching Award will require that you hold an amount of Company shares equal to $25,000,000, measured on the grant date, through the final vesting date of the CEO Matching Award (five years from grant date). The LTI Award will be governed by and subject to the terms of an award agreement to be provided to you under separate cover.
4.Benefits. You will be eligible to participate in the Company’s benefit plans for salaried employees, including medical, dental and vision plans, short-term and long-term disability programs, life insurance, savings and retirement plans. The Company reviews its benefits and incentive plans and programs periodically, and those plans and programs are subject to change at the Company’s sole discretion.
5.Business and Travel Expenses. The Company will reimburse your reasonable travel, entertainment and other business expenses incurred in connection with your execution of the duties of Chief Executive Officer, in accordance with the Company’s policies as in effect from time to time. At your discretion, air travel for business or personal purposes as authorized by the Board or in accordance with the Company’s policies as in effect from time to time may be by private jet and the Company will provide, pay for, or reimburse you for such expenses in accordance with the Company’s policies as in effect from time to time; provided, however, that the Company will not provide you with any type of gross-up or other tax protection related to any such personal travel.
6.Other Terms.
(a)Restrictive Covenants. You hereby acknowledge and agree that you are and will continue to be bound by the restrictive covenants set forth in your equity award agreements.
(b)Duties. You agree that you will devote such of your business time and attention to the performance of your duties hereunder as is required to carry out the responsibility of your role, and you will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services. You agree that you will limit your external public company directorships (other than the Company) to one, and to request the consent of the Board before accepting any such directorship.
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(c)Company Policies. You agree that you shall continue to be subject to, and comply with, all Company policies as in effect from time to time, including its Code of Conduct.
(d)Severance Plan. You will participate in the Keurig Dr Pepper Inc. Severance Pay Plan for Executives (as such plan may be amended in the future, the “Severance Plan”), which offers certain protections in the event of the termination of your employment under certain conditions.
(e)At-Will Employment. Your employment with the Company shall be at-will and either you or the Company may terminate your employment for any reason.

7.Miscellaneous. This Agreement may not be modified or amended except by a written agreement, signed by the Company and by you. This Agreement will be construed and enforced under and be governed in all respects by the laws of the State of Texas, without regard to the conflict of laws principles thereof. With respect to any claim or dispute related to or arising under this Agreement, the parties hereto hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Collin County, Texas. EACH PARTY HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

[Remainder of page is intentionally blank.]
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To confirm your acceptance of the terms of this Agreement, please return a signed copy of this document.

Sincerely,

KEURIG DR PEPPER INC.


                
By:    /s/ Mary Beth DeNooyer                        
Name:    Mary Beth DeNooyer                        Date: July 25, 2022
Title:    Chief Human Resources Officer



Acknowledged and Agreed:



/s/ Ozan Dokmecioglu                 
Ozan Dokmecioglu                            Date: July 25, 2022
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EXHIBIT 10.4
KEURIG DR PEPPER INC.
EXECUTIVE SEVERANCE PLAN
1.Purpose. The purpose of this Keurig Dr Pepper Inc. Executive Severance Plan (the “Plan”) is to enable the Company to offer certain protections to key employees if they experience a termination of employment under certain conditions and to ensure their continued dedication to their duties in the event of any potential Change in Control (as defined below). The Plan is maintained for the purpose of providing benefits for a select group of management or highly compensated employees.
2.Term. The Plan shall be effective as of July 29, 2022 (the “Effective Date”). The Plan shall remain in effect until modified or terminated pursuant to Section 10.
3.Definitions.
(a)Base Pay” means the annual base salary in effect for the Participant immediately before the Participant’s termination of employment, excluding overtime, bonuses, incentive compensation or any other special payments. Base Pay is used to compute the amount of the Severance Benefit.
(b)Board means the Board of Directors of the Company.
(c)Bonus Plan” means the annual cash bonus plan of the Company, as such plan is in effect from time to time.
(d)Cause” means, in each case as determined in the Company’s sole discretion, the Participant’s:
(i)conviction of, or plea of guilty or nolo contendere to, a crime involving fraud, embezzlement or moral turpitude or a felony;
(ii)intentional act or omission constituting fraud, conflict of interest, or other serious malfeasance;
(iii)engagement in conduct in the course of performing the Participant’s duties that constitutes willful misconduct or gross neglect, which, if capable of cure, remains uncured after 15 days following the Company’s written notice to the Participant thereof;
(iv)willful neglect, refusal or repeated willful failure to perform any lawful direction of the Participant’s supervisor, which, if capable of cure, remains uncured after 15 days following the Company’s written notice to the Participant thereof; or
(v)material violation of any written agreement between the Participant and the Company or any written policy of the Company, including the Code of Conduct, which, if capable




of cure, remains uncured after 15 days following the Company’s written notice to the Participant thereof.
A Participant’s employment will be deemed to have been terminated for Cause if it is determined subsequent to such Participant’s termination that grounds for a termination for Cause existed at the time of such termination, as determined by the Committee.
(e)Change in Control” means the occurrence of any of the following:
(i)any person or “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company or JAB Holding Company S.a.r.l and any successor thereto (“JAB”), or any affiliate of the Company or JAB, is or becomes the “beneficial owner” (as defined below), directly or indirectly, of securities representing more than 50% of the combined voting power of the Company’s then outstanding securities. For purposes of this clause (i), “beneficial owner” has the meaning given that term in Rule 13d‑3 under the Exchange Act, except that a person shall be deemed to be the “beneficial owner” of all shares that any such person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the 60-day period referred to in such rule; or
(ii)the consummation of a plan or agreement approved by the Company’s shareholders, providing (A) for a merger or consolidation of the Company (other than with a wholly-owned subsidiary of the Company and other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation) or (B) for a sale, exchange or other disposition of all or substantially all of the business or assets of the Company.
(f)CIC Protection Period” means the period commencing six months prior to the Closing and ending on the date that is two years following the Closing.
(g)CIC Qualifying Termination” means a termination of the Participant’s employment with the Company by the Company without Cause or by the Participant for Good Reason, in each case, during the CIC Protection Period.
(h)CIC Severance Benefits” means a lump sum payment in an amount equal to:
(i)with respect to Participants at the level of Executive Chairman, Chief Executive Officer, Executive Leadership Team member or Senior Vice President, the Participant’s Severance Multiplier multiplied by the sum of (A) the Participant’s Base Pay and (B) the Participant’s Target Bonus, or
(ii)with respect to Participants at the level of Vice President, the Participant’s Base Pay multiplied by the Participant’s Severance Multiplier.

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CIC Severance Benefits shall, in all instances, be payable in a lump sum within 60 days following the date the Release (as defined below) becomes effective and irrevocable; provided, however, that if the period during which the Release could become effective and irrevocable spans two calendar years, no payment shall be made until the first payroll that occurs in the second taxable year.
(i)Closing means the date on which a Change in Control is consummated.
(j)Code means the Internal Revenue Code of 1986 and any guidance and regulations promulgated thereunder.
(k)Committee” means the Remuneration & Nominating Committee of the Board or another duly constituted committee of the Board designated by the Board as the Committee hereunder.
(l)Company means Keurig Dr Pepper Inc. and its direct and indirect subsidiaries (including each Employer), and following the Closing, shall include any successor.
(m)Comparable Position” means a position with any Employer that offers the Participant generally comparable Base Pay and incentive compensation, as determined in the sole discretion of the Company, provided that either (i) it is located no more than 50 miles from the Participant’s former primary work location, or (ii) for a Participant working in a highly dense metropolitan area (as determined by the Company), it does not cause a significant detrimental impact to the Participant’s commute, as determined in the sole discretion of the Company. For the avoidance of doubt, neither (A) differences in a Participant’s shift, hours, reporting relationships or duties nor (B) differences in a Participant’s compensation or benefits that are generally applicable to similarly situated individuals will cause a position to fail to qualify as a Comparable Position for purposes of the Plan.
(n)Employer” means Keurig Dr Pepper Inc. and its direct or indirect subsidiaries as of the Effective Date.
(o)ERISA” means the Employee Retirement Income Security Act of 1974 and any guidance and regulations promulgated thereunder.
(p)Good Reason” means:
(iii)a material diminution in the Participant’s authority, duties and responsibilities;
(iv)a material reduction in the Participant’s Base Salary or Target Bonus opportunity; or
(v)a relocation of the Participant’s principal place of employment to a location that is more than 50 miles from the then-current location and that increases the Participant’s commute by more than 50 miles.
Notwithstanding the foregoing, any assertion by the Participant of a termination of employment for Good Reason shall not be effective unless all of the following conditions are satisfied: (A) the
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condition giving rise to the Participant’s termination of employment must have arisen without the Participant’s consent; (B) the Participant must provide notice to the Company of such condition within 30 days of the date that the Participant first becomes aware of the condition; (C) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company; and (D) the date of the Participant’s termination of employment must occur within 30 days after the date the Company’s cure period expires.
(q)Involuntary Termination means, as determined in the Company’s sole discretion, a termination of the Participant’s employment with the Company as a result of:
(iii)a divestiture, plant closing, reorganization, redundancy resulting from an acquisition/merger, phase-out of business operations, layoff or reduction in force;
(iv)the Participant’s declining an offer for a position that is not a Comparable Position; or
(v)as approved in the discretion of the Company for any reason other than (A) Cause, or (B) as described in Section 3(q)(i) or (ii) above.
(r)Participant means an employee of an Employer who participates in the Plan pursuant to Section 4.
(s)Qualifying Termination” means a termination of the Participant’s employment with the Company:
(vi)with respect to the Executive Chairman or Chief Executive Officer, by the Company without Cause or by the Participant for Good Reason;
(vii)with respect to an Executive Leadership Team member, by the Company without Cause or by the Participant’s declining an offer for a position that is not a Comparable Position; and
(viii)with respect to Participants at the level of Senior Vice President or Vice President, by an Involuntary Termination.
(t)Severance Benefits means:
(i)with respect to Participants at the level of Executive Chairman, Chief Executive Officer, Executive Leadership Team member or Senior Vice President:
(1)an amount equal to the Participant’s Severance Multiplier multiplied by the sum of (A) the Participant’s Base Pay and (B) the Participant’s Target Bonus, the product of which shall be payable in substantially equal installments in accordance with the Company’s normal payroll practices over 24 months for the Executive Chair and Chief Executive Officer, 18 months for Executive Leadership Team members, and 12 months for Senior Vice Presidents, and
(2)Company-provided outplacement services such as, by way of example, resumé development, job search assistance and skills training, which shall be provided
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in accordance with the terms of the Company’s agreement with the outplacement services provider in effect as of the Participant’s Termination Date through the earlier of the date the Participant accepts an offer of employment or as specified in the Participant’s Release; and
(ii)with respect to Participants at the level of Vice President:
(1)an amount equal to the Participant’s Severance Multiplier multiplied by the Participant’s Base Salary, which amounts shall be payable in 12 substantially equal installments in accordance with the Company’s normal payroll practices, and
(2)Company-provided outplacement services such as, by way of example, resumé development, job search assistance and skills training, which shall be provided in accordance with the terms of the Company’s agreement with the outplacement services provider in effect as of the Participant’s Termination Date through the earlier of the date the Participant accepts an offer of employment or as specified in the Participant’s Release.
The payment of Severance Benefits under Sections 3(t)(i)(1) and 3(t)(ii)(1) shall commence on the next normal payroll cycle following the date the Release becomes effective and irrevocable; provided, however, that if the period during which the Release could become effective and irrevocable spans two calendar years, no payment shall be made until the first payroll that occurs in the second taxable year.
(u)Severance Multiplier” means the applicable severance multiplier for the Participant’s level as set forth on Exhibit A.
(v)Target Bonus” means the Participant’s target bonus opportunity under the Company’s applicable Bonus Plan in effect, if any, for the Company’s fiscal year during which the Termination Date occurs.
(w)Termination Date” means the date of the Participant’s termination of employment with the Company.
4.Eligibility. Each employee of an Employer who meets each of the following requirements shall be a Participant in this Plan:
(a)Is on the active United States payroll;
(b)Is classified as a regular, full-time employee and designated as the Executive Chairman, the Chief Executive Officer, a member of the Executive Leadership Team, a Senior Vice President or a Vice President;
(c)Is not classified under the normal worker classification procedures of the Company as an independent contractor, leased employee or temporary employee or seasonal worker;
(d)Is not otherwise covered by a (i) written employment agreement (unless such agreement specifically provides for severance benefits to be paid under this Plan) (ii) another Company-sponsored severance plan, program or policy, or (iii) collective bargaining agreement (unless otherwise provided in the collective bargaining agreement); and

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(e)Has not waived participation in the Plan.
5.Severance Benefits.
(a)Qualifying Termination. Upon a Participant’s Qualifying Termination, subject to Section 5(d), such Participant will receive the Severance Benefits.
(b)CIC Qualifying Termination. Upon a Participant’s CIC Qualifying Termination, subject to Section 5(d), such Participant will receive the CIC Severance Benefits.
(c)Other Termination. In the event that a Participant’s employment is terminated other than as the result of a Qualifying Termination or a CIC Qualifying Termination, then such Participant shall not be entitled to receive any payments or benefits under this Plan. For the avoidance of doubt, a Participant shall not be entitled to receive any payments or benefits under this Plan in the event that such Participant’s employment is terminated by the Company for Cause, such Participant resigns without Good Reason (including as a result of a retirement), such Participant (other than the Executive Chairman or Chief Executive Officer) resigns for Good Reason outside a CIC Protection Period, such Participant dies, or such Participant terminates employment as a result of a disability.
(d)Release of Claims. Payment of the Severance Benefits or CIC Severance Benefits shall be subject to (i) the Participant’s execution (and non-revocation) of a general release of claims in a form provided by the Company (the “Release”) within the time period specified therein and (ii) the Participant’s continued compliance in all material respects with the Participant’s Employee Confidentiality and Non-Competition Agreement with the Company and any other confidentiality obligations or restrictive covenants applicable to the Participant.
6.Administration.
(a)In the event of any conflict or inconsistency between another document and the terms of the Plan, the terms and conditions of the Plan shall govern and control.
(b)The Plan shall be administered by the Committee in its sole and absolute discretion, and all determinations by the Committee shall be final, binding and conclusive on all parties and be given the maximum possible deference allowed by law.
(c)The Committee shall have the authority, consistent with the terms of the Plan, to (i) designate Participants, (ii) determine the terms and conditions relating to the Severance Benefit or CIC Severance Benefit, if any, (iii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan, (iv) establish, amend, suspend or waive any rules and procedures with respect to the Plan, and (v) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan, including, without limitation, the timing and amount of payments. The Committee may delegate to one or more of the officers of the Company the authority to act on behalf of the Committee.
7.Funding. The obligations of the Company under the Plan are not funded through contributions to a trust or otherwise, and all benefits shall be payable from the general assets of
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the Company. Nothing contained in the Plan shall give a Participant any right, title or interest in any property of the Company. Participants shall be mere unsecured creditors of the Company.
7.ERISA. The Plan is not intended to provide retirement income or to defer the receipt of payments hereunder to the termination of a Participant’s employment or beyond. The Plan is not a pension plan that is subject to ERISA.
8.Section 409A.
(a)Compliance. Notwithstanding anything herein to the contrary, this Plan is intended to be interpreted and applied so that the payments and benefits set forth herein either shall be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of Section 409A of the Code, and accordingly, to the maximum extent permitted, this Plan shall be interpreted to be exempt from or in compliance with Section 409A of the Code. To the extent that the Company determines that any provision of this Plan would cause a Participant to incur any additional tax or interest under Section 409A of the Code, the Company shall be entitled to reform such provision to attempt to comply with or be exempt from Section 409A of the Code. To the extent that any provision hereof is modified in order to comply with Section 409A of the Code, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Participants and the Company without violating the provisions of Section 409A of the Code. Notwithstanding any of the foregoing to the contrary, none of the Company or its subsidiaries or affiliates or any of their officers, directors, members, employees, agents, advisors, predecessors, successors, or equity holders shall have any liability for the failure of this Plan to be exempt from, or to comply with, the requirements of Section 409A of the Code. Each payment and/or benefit provided hereunder shall be a payment in a series of separate payments for purposes of Section 409A of the Code.
(b)Separation from Service. Notwithstanding anything in this Plan to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan unless such termination is also a “separation from service” within the meaning of Section 409A of the Code.
(c)Specified Employee. Notwithstanding anything in this Plan to the contrary, if a Participant is deemed to be a “specified employee” within the meaning of Section 409A of the Code, any payments or benefits due upon a termination of Participant’s employment under any arrangement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (whether under this Plan or any other plan, program or payroll practice) and which do not otherwise qualify under the exemptions under Treasury Regulations Section 1.409A-1 (including the short-term deferral exemption and the permitted payments under Treasury Regulations Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided to Participant in a lump sum on the earlier of (i) the date which is six months and one day after Participant’s “separation from service” (as such term is defined in Section 409A of the Code) for any reason other than death, and (ii) the date of Participant’s death.
10.Amendment or Termination. Prior to a Closing, the Committee may amend or terminate the Plan at any time, without notice, and for any or no reason, except as prohibited by law; provided, however, that any amendment or termination that is materially adverse to a Participant
7


shall not be effective as to such Participant in the event that a Closing occurs within 12 months thereafter, unless such action is approved in writing by such Participant. Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity. During the CIC Protection Period, the Company and the Committee may not, without a Participant’s written consent, amend or terminate the Plan in any way, nor take any other action, that (i) prevents that Participant from becoming eligible for the CIC Severance Benefits under the Plan, or (ii) reduces or alters to the detriment of the Participant the CIC Severance Benefits payable, or potentially payable, to a Participant under the Plan (including imposing additional conditions).
11.At-Will Employment. Nothing in this Plan or any other act of the Company shall be considered effective to change a Participant’s status as an at-will employee or guarantee any duration of employment. Either the Company or a Participant may terminate the employment relationship at any time, for any reason or no reason, and with or without advance notice.
12.Transfer and Assignment. In no event may any Participant sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution, or other legal process. In no event may the Company assign its obligations under the Plan, except as provided in Section 14 or to a person or entity which is a credit-worthy affiliate.
13.Severability. If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
14.Successors. Any successor to the Company or all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Plan and agree expressly to perform the obligations under the Plan in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Plan, the term “Company” will include any successor to the Company’s business and/or assets which become bound by the terms of the Plan by operation of law, or otherwise.
15.Withholding; Taxes. The Company shall withhold from any Severance Benefits or CIC Severance Benefits all federal, state and local income or other taxes required to be withheld therefrom and any other required payroll deductions.
16.Compensation. Benefits payable hereunder shall not constitute compensation under any other plan or arrangement, except as expressly provided in such plan or arrangement.
17.Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references to laws, regulations, contracts, agreements, plans and instruments refer to such laws, regulations, contracts, agreements, plans and instruments as they may be amended from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. All references to “dollars” or “$” in the Plan refer to United States dollars. The word “or” is not exclusive. The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the
8


entire Plan, including Exhibit A attached hereto, and not to any particular provision hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely. All references to “including” shall be construed as meaning “including without limitation.”
18.No Other Plans. This Plan replaces any and all severance pay plans, policies, practices, agreements, arrangements or programs, written or unwritten, that the Company or any predecessor employer of the Company may have had in effect for eligible Participants from time to time prior to the Effective Date, including, without limitation, the Keurig Dr Pepper Inc. Severance Pay Plan for Executives and, with regard to Vice Presidents, the Keurig Dr Pepper Inc. Severance Pay Plan for Office and Management Employees.
19.Governing Law; Venue. The provisions of the Plan will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the laws of the State of Texas without regard to its choice of law provisions. Venue for all purposes of this Plan and any Release shall be in a court of competent jurisdiction sitting in Collin County, Texas or the applicable federal district or appellate court having jurisdiction over actions filed in such county and state.
20.Claims and Appeals.
(d)Claims Procedure. Any employee or other person who believes he or she is entitled to any payment under the Plan may submit a claim in writing to the Committee within 90 days of the earlier of (i) the date the claimant learned the amount of his or her benefits under the Plan or (ii) the date the claimant learned that he or she will not be entitled to any benefits under the Plan. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice also will describe any additional information needed to support the claim and the Plan’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render its decision on the claim.
(e)Appeal Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Committee for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of his or her claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Committee will provide written notice of its decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Plan on which the denial is based. The notice also will include a statement that the claimant will be provided, upon request and free of charge,
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reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA.
21.Certain Excise Taxes. Notwithstanding anything to the contrary in this Plan, if a Participant is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the CIC Severance Benefit provided for under this Plan, together with any other payments and benefits which the Participant has the right to receive from the Company, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the CIC Severance Benefit provided for under this Plan shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Participant from the Company will be one dollar ($1.00) less than three times the Participant’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Participant shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax position to the Participant (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The determination as to whether any such reduction in the amount of the payments provided hereunder is necessary shall be made by a nationally recognized accounting or consulting firm selected by the Company in good faith. If a reduced payment is made or provided and through error or otherwise that payment, when aggregated with other payments and benefits from the Company used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Participant’s base amount, then the Participant shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Plan shall require the Company to be responsible for, or have any liability or obligation with respect to, the Participant’s excise tax liabilities under Section 4999 of the Code.

[Remainder of Page Intentionally Left Blank]
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EXHIBIT A
Participant Level
Qualifying Termination
Severance Multiplier
CIC Qualifying Termination
Severance Multiplier
Executive Chair
2.00
3.00
Chief Executive Officer
2.00
3.00
Executive Leadership Team Member
1.50
2.25
Senior Vice President
1.00
1.50
Vice President
1.00
1.50




Exhibit 31.1
Principal Executive Officer's Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert J. Gamgort, certify that:
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
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


 /s/ Robert J. Gamgort 
Date: July 28, 2022Robert J. Gamgort 
 Chief Executive Officer and President of
Keurig Dr Pepper Inc. 
 



Exhibit 31.2

Principal Financial Officer's Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Ozan Dokmecioglu, certify that:
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
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 /s/ Ozan Dokmecioglu 
Date: July 28, 2022Ozan Dokmecioglu 
 Chief Financial Officer of Keurig Dr Pepper Inc.  
 



Exhibit 32.1

Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
I, Robert J Gamgort, Chief Executive Officer and President of Keurig Dr Pepper Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the second quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 /s/ Robert J. Gamgort 
Date: July 28, 2022Robert J. Gamgort 
 Chief Executive Officer and President of
Keurig Dr Pepper Inc. 
 



Exhibit 32.2

Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of the Sarbanes-Oxley Act of 2002
I, Ozan Dokmecioglu, Chief Financial Officer of Keurig Dr Pepper Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)the Quarterly Report on Form 10-Q of the Company for the second quarterly period ended June 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Ozan Dokmecioglu 
Date: July 28, 2022Ozan Dokmecioglu 
 Chief Financial Officer of Keurig Dr Pepper Inc.