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, ~~2019~~2020

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

FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-33829



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



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

	53 South Avenue
	Burlington,	Massachusetts
	01803
(Address of principal executive offices)
	~~(802)~~(781)	~~244-5621~~418-7000
(Registrant's telephone number, including area code)

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



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

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



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

As of ~~August 6, 2019,~~July 28, 2020, there were ~~1,406,735,468~~1,407,196,228 shares of the registrant's common stock, par value $0.01 per share, outstanding.

KEURIG DR PEPPER INC.

FORM 10-Q TABLE OF CONTENTS


				Page				Page
Part I.	Financial Information				Financial Information
	Item 1.	Financial Statements (Unaudited)			Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Statements of Income		1		Condensed Consolidated Statements of Income		1
		Condensed Consolidated Statements of Comprehensive Income		2		Condensed Consolidated Statements of Comprehensive (Loss) Income		2
		Condensed Consolidated Balance Sheets		3		Condensed Consolidated Balance Sheets		3
		Condensed Consolidated Statements of Cash Flows		4		Condensed Consolidated Statements of Cash Flows		4
		Condensed Consolidated Statements of Changes in Stockholders' Equity		5		Condensed Consolidated Statements of Changes in Stockholders' Equity		6
		Notes to Condensed Consolidated Financial Statements		6		Notes to Condensed Consolidated Financial Statements		7
		1	Background and Basis of Presentation	6		1	Background and Basis of Presentation	7
		2	Acquisitions and Investments in Unconsolidated Affiliates	8		2	Long-Term Obligations and Borrowing Arrangements	8
		3	Leases	12		3	Goodwill and Other Intangible Assets	10
		4	Goodwill and Other Intangible Assets	14		4	Investments in Unconsolidated Affiliates	12
		5	Restructuring and Integration Costs	15		5	Restructuring and Integration Costs	12
		6	Income Taxes	16		6	Income Taxes	13
		7	Long-Term Obligations and Borrowing Arrangements	16		7	Derivatives	13
		8	Derivatives	19		8	Leases	16
		9	Earnings Per Share	21		9	Earnings Per Share	18
		10	Stock-Based Compensation	22		10	Stock-Based Compensation	19
		11	Accumulated Other Comprehensive Income (Loss)	22		11	Accumulated Other Comprehensive Income (Loss)	19
		12	Other Financial Information	23		12	Trade Accounts Receivables, net	20
		13	Supplemental Cash Flow Information	25		13	Other Financial Information	20
		14	Commitments and Contingencies	25		14	Commitments and Contingencies	22
		15	Related Parties	26		15	Related Parties	24
		16	Segments	27		16	Segments	24
		17	Revenue Recognition	28		17	Revenue Recognition	25
		18	Guarantor and Non-Guarantor Financial Information	29	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		27
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		34	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		54
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		63	Item 4.	Controls and Procedures		55
	Item 4.	Controls and Procedures		64

Part II.	Other Information				Other Information
	Item 1.	Legal Proceedings		65	Item 1.	Legal Proceedings		56
	Item 1A.	Risk Factors		65	Item 1A.	Risk Factors		56
	Item 6.	Exhibits		66	Item 6.	Exhibits		57

s-i

KEURIG DR PEPPER INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2020

MASTER GLOSSARY



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

s-ii

KEURIG DR PEPPER INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2020



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

s-iii

Table of Contents

PART I - FINANCIAL INFORMATION


ITEM 1.	Financial Statements (Unaudited)

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

~~For the Second Quarter and First Six Months of 2019 and 2018~~

(Unaudited)


	Second Quarter					First Six Months				Second Quarter					First Six Months
(in millions, except per share data)	2019		2018			2019		2018		2020			2019		2020			2019
Net sales	$	2,812	$	949		$	5,316	$	1,897	$	2,864		$	2,812	$	5,477		$	5,316
Cost of sales	1,186		458			2,292		925		1,302			1,186		2,463			2,292
Gross profit	1,626		491			3,024		972		1,562			1,626		3,014			3,024
Selling, general and administrative expenses	1,028		321			1,939		621		1,001			1,028		2,029			1,939
Other operating expense, net	11		3			—		6
Other operating (income) expense, net										—			11		(42		)	—
Income from operations	587		167			1,085		345		561			587		1,027			1,085
Interest expense	170		51			339		49		157			170		310			339
Interest expense - related party	—		26			—		51
Loss on early extinguishment of debt	—		—			9		2		2			—		4			9
Other expense (income), net	1		(8		)	6		5
Impairment on investment and note receivable										—			—		86			—
Other (income) expense, net										(4		)	1		16			6
Income before provision for income taxes	416		98			731		238		406			416		611			731
Provision for income taxes	102		13			187		64		108			102		157			187
Net income	314		85			544		174		$	298		$	314	$	454		$	544
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—		2			—		3
Net income attributable to KDP	$	314	$	83		$	544	$	171
Earnings per common share:
Basic	$	0.22	$	0.10		$	0.39	$	0.21	$	0.21		$	0.22	$	0.32		$	0.39
Diluted	0.22		0.10			0.38		0.21		0.21			0.22		0.32			0.38
Weighted average common shares outstanding:
Basic	1,406.7		790.5			1,406.5		790.5		1,407.2			1,406.7		1,407.1			1,406.5
Diluted	1,419.2		790.5			1,418.5		790.5		1,421.5			1,419.2		1,420.8			1,418.5

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~For the Second Quarter and First Six Months of 2019 and 2018~~

(Unaudited)


	Second Quarter				First Six Months				Second Quarter				First Six Months
(in millions)	2019		2018		2019		2018		2020		2019		2020		2019
Comprehensive income	$	402	$	66	$	725	$	130	$	450	$	402	$	22	$	725

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~As of June 30, 2019 and December 31, 2018~~

(Unaudited)


	June 30,		December 31,			June 30,			December 31,
(in millions, except share and per share data)	2019		2018			2020			2019
Assets
Current assets:
Cash and cash equivalents	$	106	$	83		$	149		$	75
Restricted cash and restricted cash equivalents	44		46			28			26
Trade accounts receivable, net	1,068		1,150			1,010			1,115
Inventories	686		626			747			654
Prepaid expenses and other current assets	317		254			306			403
Total current assets	2,221		2,159			2,240			2,273
Property, plant and equipment, net	2,290		2,310			2,071			2,028
Investments in unconsolidated affiliates	170		186			102			151
Goodwill	20,039		20,011			19,968			20,172
Other intangible assets, net	24,228		23,967			23,785			24,117
Other non-current assets	572		259			831			748
Deferred tax assets	27		26			29			29
Total assets	$	49,547	$	48,918		$	49,026		$	49,518
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,909	$	2,300		$	3,377		$	3,176
Accrued expenses	869		1,012			940			939
Structured payables	595		526			182			321
Short-term borrowings and current portion of long-term obligations	1,806		1,458			2,256			1,593
Other current liabilities	516		406			543			445
Total current liabilities	6,695		5,702			7,298			6,474
Long-term obligations	13,164		14,201			11,849			12,827
Deferred tax liabilities	6,034		5,923			5,922			6,030
Other non-current liabilities	771		559			1,034			930
Total liabilities	26,664		26,385			26,103			26,261
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 15,000,000 shares authorized, no shares issued	—		—			—			—
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 1,406,706,062 and 1,405,944,922 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	14		14
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 1,407,193,674 and 1,406,852,305 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively						14			14
Additional paid-in capital	21,524		21,471			21,624			21,557
Retained earnings	1,294		1,178			1,613			1,582
Accumulated other comprehensive income (loss)	51		(130		)
Accumulated other comprehensive (loss) income						(328		)	104
Total stockholders' equity	22,883		22,533			22,923			23,257
Total liabilities and stockholders' equity	$	49,547	$	48,918		$	49,026		$	49,518

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~For the First Six Months of 2019 and 2018~~

(Unaudited)


	First Six Months						First Six Months
(in millions)	2019			2018			2020			2019
Operating activities:
Net income	$	544		$	174		$	454		$	544
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	172			66			183			172
Amortization expense	172			65
Amortization of intangibles							66			63
Other amortization expense							76			90
Provision for sales returns	16			22			20			16
Deferred income taxes	(5		)	(38		)	(29		)	(5		)
Employee stock-based compensation expense	34			20			42			34
Loss on early extinguishment of debt	9			2			4			9
Unrealized (gain) loss on foreign currency	(25		)	13
Unrealized (gain) loss on derivatives	43			(39		)
Equity in earnings of unconsolidated affiliates	27			7
Gain on disposal of property, plant and equipment							(40		)	(8		)
Unrealized loss (gain) on foreign currency							12			(25		)
Unrealized loss on derivatives							76			43
Equity in loss of unconsolidated affiliates							18			27
Impairment on investment and note receivable of unconsolidated affiliate							86			—
Other, net	(19		)	20			36			8
Changes in assets and liabilities:
Trade accounts receivable	68			119			58			68
Inventories	(56		)	(30		)	(101		)	(56		)
Income taxes receivable and payables, net	64			21			69			64
Other current and non-current assets	(149		)	(59		)	(234		)	(149		)
Accounts payable and accrued expenses	339			215			260			339
Other current and non-current liabilities	(31		)	—			6			(31		)
Net change in operating assets and liabilities	235			266			58			235
Net cash provided by operating activities	1,203			578			1,062			1,203
Investing activities:
Acquisitions of businesses	(8		)	—			—			(8		)
Issuance of related party note receivable	(14		)	(2		)	(6		)	(14		)
Investments in unconsolidated affiliates	(11		)	(22		)	—			(11		)
Purchases of property, plant and equipment	(118		)	(44		)	(276		)	(118		)
Proceeds from sales of property, plant and equipment	19			—			202			19
Purchases of intangibles	(4		)	(12		)	(15		)	(4		)
Other, net	22			—			3			22
Net cash used in investing activities	(114		)	(80		)	(92		)	(114		)
Financing activities:
Proceeds from senior unsecured notes	—			8,000
Proceeds from term loan	2,000			—
Net issuance of commercial paper	381			—
Proceeds from structured payables	78			—
Payments on structured payables	(9		)	—
Payments on senior unsecured notes	(250		)	—
Repayment of term loan	(2,848		)	(254		)
Payments on finance leases	(19		)	(9		)
Deferred financing charges paid	—			(35		)
Cash contributions from redeemable non-controlling interest shareholders	—			12
Cash dividends paid	(423		)	(23		)
Other, net	10			(1		)
Net cash (used in) provided by financing activities	(1,080		)	7,690
Cash, cash equivalents, restricted cash and restricted cash equivalents — net change from:
Operating, investing and financing activities	9			8,188
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	12			1
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	139			95
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	160		$	8,284

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, Continued)



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

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

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

~~For the Second Quarter and First Six Months of 2019 and 2018~~

(Unaudited)


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

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

Balance as of January 1, 2018	790.5	$	8	$	6,377		$	914		$	99			$	7,398
Adoption of new accounting standards	—	—		—			(4		)	—				(4		)
Net income attributable to KDP	—	—		—			88			—				88
Other comprehensive loss	—	—		—			—			(24		)		(24		)
Dividends declared	—	—		—			(11		)	—				(11		)
Adjustment of non-controlling interests to fair value	—	—		—			(13		)	—				(13		)
Balance as of March 31, 2018	790.5	8		6,377			974			75				7,434
Net income attributable to KDP	—	—		—			83			—				83
Other comprehensive loss	—	—		—			—			(16		)		(16		)
Dividends declared	—	—		—			(12		)	—				(12		)
Adjustment of non-controlling interests to fair value	—	—		—			(5		)	—				(5		)
Balance as of June 30, 2018	790.5	$	8	$	6,377		$	1,040		$	59			$	7,484

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

ORGANIZATION

On January 29, 2018, ~~Dr Pepper Snapple Group, Inc. ("DPS")~~DPS entered into anthe DPS Merger Agreement ~~and Plan of Merger (the "Merger Agreement")~~ by and among DPS, Maple ~~Parent Holdings Corp. (“Maple”)~~ and ~~Salt~~ Merger ~~Sub, Inc. (“Merger Sub”), whereby Merger Sub would be merged with and into Maple, with Maple surviving the merger as a wholly-owned subsidiary of DPS (the “DPS Merger”).~~Sub. The DPS Merger was consummated on July 9, 2018, ~~(the "Merger Date"),~~ at which time DPS changed its name to "Keurig Dr Pepper Inc.".

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

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

BASIS OF PRESENTATION

~~For financial reporting and accounting purposes, Maple was the acquirer of DPS upon completion of the DPS Merger.~~ The accompanying unaudited condensed consolidated financial statements as of June 30, 2019 and December 31, 2018 and for the second quarter and first six months of 2019 and 2018 reflect the results of operations and financial position of Maple for the periods presented. Amounts reported as of June 30, 2019 and December 31, 2018, and for the second quarter and first six months of 2019, include the results of operations and financial position of DPS, as the DPS Merger was completed on July 9, 2018.

~~The accompanying~~ ~~unaudited condensed consolidated financial statements~~ have been prepared in accordance with ~~accounting principles generally accepted in the United States of America ("~~U.S. ~~GAAP")~~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~~.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 on Form 10-K for the year ended December 31, 2018.~~Report.

Except as otherwise specified, references to the "second quarter" indicate the Company's quarterly periods ended June 30, ~~2019~~2020 and ~~2018.~~2019.

PRINCIPLES OF CONSOLIDATION

KDP consolidates all wholly owned subsidiaries. The Company uses the equity method to account for investments in companies if the investment provides the Company with the ability to exercise significant influence over operating and financial policies of the investee. Consolidated net income includes KDP's proportionate share of the net income or loss of these companies. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors or similar governing body, participation in policy-making decisions and material intercompany transactions.

The Company is also required to consolidate entities that are variable interest entities (“VIEs”) of which KDP is the primary beneficiary. Judgments are made in assessing whether KDP is the primary beneficiary, including determination of the activities that most significantly impact the VIE’s economic performance.

KDP eliminates from its financial results all intercompany transactions between entities included in the unaudited condensed consolidated financial statements.

USE OF ESTIMATES

The process of preparing ~~KDP~~'s KDP's unaudited condensed consolidatedfinancial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions the Company believes to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.

RECLASSIFICATIONS

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



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


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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

~~RECLASSIFICATIONS~~

The Company reclassified the following amounts from the unaudited condensed consolidated balance sheets as of December 31, 2018 in connection with the adoption of Accounting Standards Codification ("ASC") Topic 842, ~~Leases~~ ~~("ASC 842"):~~

(in millions) Prior Presentation Revised Presentation December 31, 2018
Capital lease and financing obligations Current portion of capital lease and financing obligations Other current liabilities $ 26
Capital lease and financing obligations Capital lease and financing obligations, less current Other non-current liabilities 305

~~Refer to~~ ~~Recently Adopted Provisions of U.S. GAAP~~ below for further information about the adoption of ASC 842. Refer to Note 3 for information about the Company's leases and Note 12 for disclosure of the components of other current liabilities and other non-current liabilities.

RECENTLY ISSUED ACCOUNTING STANDARDS

In ~~June 2016,~~January 2020, the ~~Financial Accounting Standards Board (the "FASB")~~FASB issued ~~Accounting Standards Update ("ASU") 2016-13,~~ ~~Financial Instruments - Credit Losses (Topic 326): Measurement~~ASU 2020-01. The objective of ~~Credit Losses on Financial Instruments~~ ("ASU ~~2016-13"). The standard provides~~2020-01 is to clarify the interaction of the accounting for ~~a new impairment model which requires measurement~~equity securities, investments accounted for under the equity method of accounting and ~~recognition of expected credit losses~~the accounting for ~~most financial assets held. The~~certain forward contracts and purchased options accounted under different topics in U.S. GAAP. ASU 2020-01 is effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, ~~2019.~~2020. The Company is currently evaluating the impact of ASU 2020-01 but expects the impact to be immaterial to KDP's consolidated financial statements.

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

RECENTLY ADOPTED PROVISIONS OF U.S. GAAP

Credit Losses

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

~~In August 2018,~~Refer to Note 13 for additional information.

Other Accounting Standards

As of January 1, 2020, the ~~FASB issued~~Company adopted ASU ~~2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements~~ ~~("ASU 2018-13").~~2018-13. The objective of ~~the~~ ASU 2018-13 is to improve the disclosures related to fair value measurement by removing, modifying, or adding disclosure requirements related to recurring and non-recurring fair value measurements. ASU 2018-13 is effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2019, and early adoption is permitted. The Company is currently assessing the changes in disclosure requirements and does not believe there will be a material impact to KDP's unaudited condensed consolidated financial statements.

~~RECENTLY ADOPTED PROVISIONS OF U.S. GAAP~~

~~Leases~~

As of January 1, 2019, the Company adopted ASC 842. ASC 842 replaced the prior lease accounting guidance in its entirety. The underlying principle of the new standard is the recognition of lease assets and lease liabilities by lessees for substantially all leases, with an exception for leases with terms of less than twelve months. The standard also requires additional quantitative and qualitative disclosures.

~~The Company elected to apply the optional transition method provided by ASU 2018-11,~~ ~~Leases (Topic 842) - Targeted Improvements,~~ which allows companies to adopt the standard on a modified retrospective basis and to apply the new leases standard as of the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings. Accordingly, amounts reported in the unaudited condensed consolidated financial statements for all periods prior to January 1, 2019 have not been recast under ASC 842 and continue to be reported in accordance with ASC 840. The Company elected the package of practical expedients which allows the Company to carry forward its historical assessments of whether contracts contain leases, lease classification, and initial direct costs, for leases in existence prior to January 1, 2019.

The adoption of ASC 842 resulted in an increase to KDP's total assets of approximately $314 million, an increase to KDP's total liabilities of approximately $319 million, and an impact to KDP's retained earnings of approximately $5 million, as of January 1, 2019.

~~Refer to Note 3 for additional information.~~

~~Other Accounting Standards~~

~~As of January 1, 2019, the Company adopted ASU 2017-12,~~ ~~Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities~~ ("ASU 2017-12") on a prospective basis. The objective of the ASU is to improve the financial reporting of hedging relationships in order to better portray the economic results of an entity’s risk management activities in its financial statements and to make certain targeted improvements to simplify the application of hedge accounting guidance. The adoption of ASU ~~2017-12~~2018-13 did not have ~~a material~~an impact on the Company's unaudited condensed consolidated financial statements.

2. Long-term Obligations and Borrowing Arrangements

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



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

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



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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

~~As of January 1, 2019, the Company early adopted ASU 2018-15,~~SENIOR UNSECURED NOTES ~~Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~ ("ASU 2018-15"). The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. The ASU was adopted on a prospective basis and did not have a material impact on the Company's unaudited condensed consolidated financial statements.

2.~~Acquisitions and Investments in Unconsolidated Affiliates~~

~~ACQUISITION OF DR PEPPER SNAPPLE GROUP, INC.~~

~~Overview and Total Consideration Exchanged~~

~~As discussed in Note 1,~~ ~~General,~~ Maple merged with DPS on July 9, 2018. The DPS Merger was accounted for as a reverse merger under the acquisition method of accounting for business combinations. Maple was considered to be the financial and accounting acquirer, and DPS was considered the legal acquirer. Under the acquisition method of accounting, total consideration exchanged was $22,482 million.

~~Allocation of Consideration~~

The Company's preliminary allocation of consideration exchanged to the net tangible and intangible assets acquired and liabilities assumed in the DPS Merger is based on estimated fair values as of July 9, 2018. The following is a summaryNotes consisted of the ~~preliminary allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed in the DPS Merger as of June 30, 2019:~~following:



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

(in millions) Initial Allocation of Consideration Measurement Period Adjustments Allocation of Consideration as of June 30, 2019
Cash and cash equivalents $ 147
$ —
$ 147
Investments in unconsolidated affiliates 90
—
90
Property, plant and equipment⁽¹⁾
1,549
(74 ) 1,475
Other intangible assets 20,404
(326 ) 20,078
Long-term obligations (4,049 ) —
(4,049 )
Finance leases (214 ) 9
(205 )
Acquired assets, net of assumed liabilities⁽²⁾
107
(26 ) 81
Deferred tax liabilities, net of deferred tax assets⁽³⁾
(4,959 ) (82 ) (5,041 )
Goodwill 9,407
499
9,906
Total consideration exchanged $ 22,482
$ —
$ 22,482
Fair value of stock and replacement equity awards not converted to cash 3,643
—
3,643
Acquisition of business $ 18,839
$ —
$ 18,839

(1)

~~The~~On January 15, 2020, the Company ~~valued personal property~~repaid the 2020 Notes at maturity, using a combination of the market approach and the cost approach, which is based upon current replacement or reproduction cost of the asset as newly adjusted for any depreciation attributable to physical, functional and economic factors. The Company assigned personal property a useful life ranging from 1 year to 24 years. We valued real property using the cost approach and land using the sales comparison approach. The Company assigned real property a useful life between 1 year and 41 years.commercial paper notes.

(2)

~~The Company used existing carrying values to value trade receivables and payables, as well as certain other current and non-current assets and liabilities, as~~

On April 13, 2020, the Company ~~determined that they represented~~completed the ~~fair value~~issuance of ~~those items as~~$1.5 billion aggregate principal amount of senior unsecured notes consisting of $750 million aggregate principal amount of 3.200% senior unsecured notes due May 1, 2030 and $750 million aggregate principal amount of 3.800% senior unsecured notes due May 1, 2050. The discount associated with the ~~Merger Date.~~2030 Notes and the 2050 Notes was approximately $6 million. The ~~Company valued work-in-process ("WIP") and finished goods inventory using a~~ net ~~realizable value approach resulting in a step-up of $131 million which was recognized in~~proceeds from the ~~cost of goods sold for~~issuance were used to repay outstanding borrowings under the ~~third quarter of 2018 as the related inventory was sold during that period. Raw materials were carried at net book value.~~KDP Revolver.


(3)	~~Net deferred tax liabilities represented~~The carrying amount includes unamortized discounts, debt issuance costs and fair value adjustments related to the ~~expected future tax consequences~~DPS Merger.

BORROWING ARRANGEMENTS

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



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

(1)

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


(2)	The KDP Revolver has $200 million letters of credit availability and NaN utilized as of June 30, 2020.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

On April 14, 2020, the Company terminated the 2019 364-Day Credit Agreement and replaced it with the 2020 364-Day Credit Agreement in order to increase the commitment from $750 million to $1.5 billion. The ~~DPS Merger resulted in $9,906 million~~2020 364-Day Credit Agreement is unsecured, and its proceeds may be used for general corporate purposes. The interest rate applicable to borrowings under the 2020 364-Day Credit Agreement ranges from a rate equal to LIBOR plus a margin of ~~goodwill as~~2.250% to 2.750% or a base rate plus a margin of 1.250% to 1.750%, depending on the rating of certain index debt of the Company. The 2020 364-Day Credit Agreement will mature on April 13, 2021.

As of June 30, ~~2019. The goodwill recognized is attributable to operational and general and administrative cost synergies resulting from~~2020, the ~~warehouse and transportation integration, direct procurement savings on overlapping materials, purchasing scale on indirect spend categories and optimization of duplicate positions and processes. The~~ Company ~~may also recognize revenue synergies, driven by a strong portfolio of brands~~ was in compliance with ~~exposure to higher growth segments and the ability to leverage our collective distribution strength. The goodwill created in the DPS Merger is not deductible for tax purposes.~~

~~The preliminary allocation of consideration exchanged to other intangible assets acquired is as follows:~~

(in millions) Fair Value Estimated Life (in years)
Brands⁽¹⁾
$ 19,556
n/a
Contractual arrangements⁽²⁾
127
n/a
Customer relationships⁽³⁾
390
10-40
Favorable leases⁽⁴⁾
5
5-12
Total other intangible assets $ 20,078


~~(1)~~	~~The Company valued the brand portfolio utilizing the multi-period excess earnings method, a form of the income approach.~~


~~(2)~~	~~The Company valued contractual arrangements with bottlers and distributors utilizing the distributor method, a form of the income approach.~~


~~(3)~~	The Company identified two types of customer relationships, retail and food service. We preliminarily valued retail and food service customer relationships utilizing the distributor method, a form of the income approach.


~~(4)~~	~~The Company valued favorable leases utilizing the income approach.~~

~~Pro Forma Information~~

Assuming DPS had been acquired as of December 31, 2016, and the results of DPS had been included in operations beginning on January 1, 2017, the following tables provide estimated unaudited pro forma results of operations for the second quarter and first six months of 2018 under U.S. GAAP.

~~The estimated pro forma net income includes the alignment of accounting policies, the effect of fair value adjustments related~~all financial covenant requirements relating to the ~~DPS Merger, the associated tax effects and the impact of the additional debt to finance the DPS Merger.~~KDP Credit Agreements.

Second Quarter First Six Months
(Unaudited, in millions) 2018 2018
Net sales $ 2,822
$ 5,351
Net income 323
534

Estimated unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the DPS Merger been completed on the date indicated or the future operating results.

~~ACQUISITION OF BIG RED~~

~~Overview and Purchase Price~~

On July 9, 2018, KDP entered into an Agreement and Plan of Merger (the "Big Red Merger Agreement") with Big Red Group Holdings, LLC ("Big Red"), pursuant to which we agreed to acquire Big Red for an enterprise value of $300 million, subject to certain adjustments outlined in the Big Red Merger Agreement (the "Big Red Acquisition"). On August 31, 2018 (the "Big Red Merger Date"), the Company completed the Big Red Acquisition.

~~Allocation of Purchase Price~~

The Company's preliminary allocation of purchase price to the net tangible and intangible assets acquired and liabilities assumed in the Big Red Acquisition is based on estimated fair values as of the Big Red Acquisition Date.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

The following is a summary of the preliminary allocation of consideration exchanged to the estimated fair values of assets acquired and liabilities assumed in the Big Red Acquisition as of June 30, 2019:

(in millions) Initial Allocation of Consideration Measurement Period Adjustments Allocation of Consideration as of June 30, 2019
Cash and cash equivalents $ 3
—
$ 3
Other intangible assets 240
(2 ) 238
Assumed liabilities, net of acquired assets⁽¹⁾
(28 ) (20 ) (48 )
Goodwill 89
24
113
Total consideration exchanged⁽²⁾
$ 304
$ 2
$ 306
Less: Company's previous ownership interest 22
—
22
Less: Holdback placed in escrow 15
—
15
Acquisition of business $ 267
$ 2
$ 269


~~(1)~~	The Company valued WIP and finished goods inventory using a net realizable value approach, which resulted in a step-up of $2 million which was recognized in the cost of goods sold for the year ended December 31, 2018 as the related inventory was sold during that period. Raw materials were carried at net book value.


~~(2)~~	The Company paid $2 million in additional consideration during the fourth quarter of 2018 as a result of working capital adjustments determined pursuant to the terms of the Big Red Acquisition Agreement.

The Big Red Acquisition resulted in $113 million of goodwill. The goodwill recognized is attributable to operational and general and administrative cost synergies resulting from the warehouse and transportation integration, purchasing scale on various spend categories and optimization of duplicate positions and processes. The goodwill created in the Big Red Acquisition is not deductible for tax purposes.

~~The preliminary allocation of consideration exchanged to other intangible assets acquired is as follows:~~

(in millions) Fair Value Estimated Life (in years)
Brands⁽¹⁾
$ 220
n/a
Brands⁽¹⁾
11
5
Contractual arrangements⁽²⁾
6
12
Customer relationships⁽³⁾
1
8-40
Total other intangible assets $ 238


~~(1)~~	~~The Company valued the brand portfolio utilizing the multi-period excess earnings method, a form of the income approach.~~


~~(2)~~	~~The Company valued contractual arrangements with bottlers and distributors utilizing the distributor method, a form of the income approach.~~


~~(3)~~	The Company identified two types of customer relationships, retail and industrial. We valued retail and industrial customer relationships utilizing the distributor method, a form of the income approach.

~~ACQUISITION OF CORE NUTRITION, LLC~~

~~Overview and Purchase Price~~Commercial Paper Program

~~On September 27, 2018, KDP~~ entered into a definitive agreement with Core Nutrition, LLC ("Core"), pursuant to which we agreed to acquire Core for merger consideration, which represented an enterprise value of $525 million (subject to customary post-closing working capital and other adjustments), comprised substantially of shares of common stock of KDP, subject to certain adjustments paid in cash (the "Core Acquisition"). On November 30, 2018 (the "Core Acquisition Date"), the Company completed the Core Acquisition.

~~Allocation of Purchase Price~~

The Company's preliminary allocation of purchase price to the net tangible and intangible assets acquired and liabilities assumed in the Core Acquisition is based on estimated fair values as of the Core Acquisition Date.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~The following is a summary of the preliminary allocation of purchase price to the estimated fair values of assets acquired and liabilities assumed in the Core Acquisition as of June 30, 2019:~~

(in millions) Initial Allocation of Consideration Measurement Period Adjustments Allocation of Consideration as of June 30, 2019
Cash and cash equivalents $ 10
$ —
$ 10
Other intangible assets 273
—
273
Assumed liabilities, net of acquired assets⁽¹⁾
(12 ) (3 ) (15 )
Goodwill 236
12
248
Total purchase price $ 507
$ 9
$ 516
Company's previous ownership interest 31
—
31
Less: Holdback placed in Escrow 27
(2 ) 25
Acquisition of business $ 449
$ 11
$ 460


~~(1)~~	The Company preliminarily valued WIP and finished goods inventory using a net realizable value approach resulting in a step-up of $4 million, of which $1 million and $3 million was recognized in cost of goods sold in 2018 and 2019, respectively, due to the timing of the sale of the related inventory. Raw materials were carried at net book value.

The Core Acquisition preliminarily resulted in $248 million of goodwill. The preliminary goodwill to be recognized is attributable to operational and general and administrative cost synergies resulting from the warehouse and transportation integration, purchasing scale on various spend categories and optimization of duplicate positions and processes. The goodwill created in the Core Acquisition is expected to be deductible for tax purposes.

~~The preliminary allocation of purchase price to other intangible assets acquired is as follows:~~

(in millions) Fair Value Estimated Life (in years)
Brands⁽¹⁾
$ 254
n/a
Contractual arrangements⁽²⁾
19
10
Total other intangible assets $ 273


~~(1)~~	~~The Company preliminarily valued the brand portfolio utilizing the multi-period excess earnings method, a form of the income approach.~~


~~(2)~~	~~The Company preliminarily valued contractual arrangements utilizing the distributor method, a form of the income approach.~~

~~OTHER ACQUISITIONS~~

The Company also spent an aggregate of $8 million in connection with other immaterial acquisitions during the first six months of 2019, which resulted in the recognition of fixed assets, intangible assets and goodwill. Pro forma financial information has not been presented for these acquisitions as the impact to our unaudited condensed consolidated financial statements was not material.

~~TRANSACTION EXPENSES~~

The following table provides information about the ~~Company's transaction expenses incurred during the second quarter and first six months of 2019 and 2018:~~Company's weighted average borrowings under its commercial paper program:

Second Quarter First Six Months
(in millions) 2019 2018 2019 2018
DPS Merger $ 4
$ 39
$ 6
$ 75
Other transaction expenses 4
—
7
—
Total transaction expenses incurred $ 8
$ 39
$ 13
$ 75



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

~~Transaction expenses primarily consisted~~Letter of ~~professional fees for advisory and consulting services and other incremental costs related~~Credit Facility

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

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~INVESTMENTS IN UNCONSOLIDATED AFFILIATES~~FAIR VALUE DISCLOSURES

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

The fair values of the Company's Notes are based on current market rates available to the Company and are considered Level 2 within the fair value hierarchy. The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all the Notes and related unamortized costs to be incurred at such date. The fair value of the Company's Notes was $14,990 million and $12,898 million as of June 30, ~~2019~~2020 and December 31, ~~2018:~~

June 30, December 31,
(in millions) Ownership Interest 2019 2018
BA Sports Nutrition, LLC ("BA") 12.5 % $ 52
$ 62
Bedford Systems, LLC 30.0 % 65
79
Dyla LLC 12.6 % 14
15
Force Holdings LLC 33.3 % 5
6
Beverage startup companies (various)
28
19
Other (various)
6
5
Investments in unconsolidated affiliates $ 170
$ 186

2019, respectively.

3. ~~Leases~~

Operating leases are included within other non-current assets, other current liabilities, and other non-current liabilities within our unaudited Condensed Consolidated Balance Sheets. Refer to Note 12 for further information. Finance leases are included within property, plant and equipment, net, other current liabilities, and other non-current liabilities. Leases with an initial term of 12 months or less are not recognized on the balance sheet.

Right of use assets and lease liabilities are recognized in the unaudited Condensed Consolidated Balance Sheets at the present value of future minimum lease payments over the lease term on the commencement date. As the rate implicit in the lease is generally not provided to the Company, KDP uses its incremental borrowing rate based on information available at the commencement date to determine the present value of future minimum lease payments. KDP's incremental borrowing rate is determined using a portfolio of secured borrowing rates commensurate with the term of the lease and is reassessed on a quarterly basis.

~~KDP has lease agreements with lease and non-lease components, which are generally accounted for as a single lease component.~~

~~The following table presents the components of lease cost:~~

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


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

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

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

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

~~The following table presents information about the Company's weighted average discount rate and remaining lease term as of June 30, 2019:~~



~~Weighted average discount rate~~
~~Operating leases~~	~~4.6~~	%
~~Finance leases~~	~~5.3~~	%
~~Weighted average remaining lease term~~
~~Operating leases~~	~~8 years~~
~~Finance leases~~	~~12 years~~

~~Future minimum lease payments under non-cancellable leases as of June 30, 2019 were as follows:~~

(in millions) Operating Leases Finance Leases
Remainder of 2019 $ 39
$ 26
2020 70
49
2021 56
42
2022 47
36
2023 39
33
2024 37
30
Thereafter 133
171
Total future minimum lease payments 421
387
Less: imputed interest (70 ) (97 )
Present value of minimum lease payments $ 351
$ 290

~~Future minimum lease payments under non-cancellable leases as of December 31, 2018 under ASC 840 were as follows:~~

(in millions) Operating Leases Capital Leases Financing Obligations
2019 $ 58
$ 35
$ 10
2020 53
34
10
2021 44
33
10
2022 34
33
10
2023 25
30
10
Thereafter 98
189
62
Total future minimum lease payments $ 312
354
112
Less: imputed interest (98 ) (37 )
Present value of minimum lease payments $ 256
$ 75

~~SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED~~

As of June 30, 2019, the Company has entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $470 million. These leases will commence between 2020 and 2021, with initial lease terms ranging from 7 years to 16 years.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

4. Goodwill and Other Intangible Assets

GOODWILL

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

Coffee Systems Packaged Beverages Beverage Concentrates Latin America Beverages Unallocated Total
Balance as of January 1, 2019 $ 9,725
$ 4,878
$ 4,265
$ 618
$ 525
$ 20,011
Foreign currency translation 46
27
16
14
—
103
Acquisitions⁽¹⁾
3
254
242
(73 ) (501 ) (75 )
Balance as of June 30, 2019 $ 9,774
$ 5,159
$ 4,523
$ 559
$ 24
$ 20,039



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


~~(1)~~	~~Amounts primarily represent measurement period adjustments for the DPS Merger, the Big Red Acquisition, and the Core Acquisition. Refer to Note 2 for further information.~~

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

INTANGIBLE ASSETS OTHER THAN GOODWILL

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


	June 30, 2019		December 31, 2018
(in millions)					June 30, 2020		December 31, 2019
Brands⁽¹⁾	$	20,025	$	19,712	$	19,673	$	19,948
Trade names	2,479		2,479		2,479		2,479
Contractual arrangements	122		119		121		122
Distribution rights	2		—		19		16
Total	$	22,628	$	22,310	$	22,292	$	22,565


(1)	~~Approximately $113~~The decrease of $275 million ~~of the increase~~ in brands with indefinite lives was due to foreign currency translation during the ~~period. The remaining change represents measurement period adjustments for the DPS Merger. Refer to Note 2 for further information.~~first six months of 2020.

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


	June 30, 2019							December 31, 2018							June 30, 2020							December 31, 2019
(in millions)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Acquired technology	$	1,146	$	(218	)	$	928	$	1,146	$	(182	)	$	964	$	1,146	$	(292	)	$	854	$	1,146	$	(255	)	$	891
Customer relationships	638		(85		)	553		629		(67		)	562		633		(118		)	515		638		(102		)	536
Trade names	127		(47		)	80		127		(40		)	87		127		(62		)	65		128		(55		)	73
Contractual arrangements	25		(2		)	23		26		(1		)	25		24		(4		)	20		24		(3		)	21
Brands	11		(1		)	10		9		—			9		21		(3		)	18		10		(2		)	8
Distribution rights	6		—			6		—		—			—		24		(3		)	21		24		(1		)	23
Favorable leases⁽¹⁾	—		—			—		13		(3		)	10
Total	$	1,953	$	(353	)	$	1,600	$	1,950	$	(293	)	$	1,657	$	1,975	$	(482	)	$	1,493	$	1,970	$	(418	)	$	1,552


~~(1)~~	Amounts recorded as favorable lease intangible assets were reclassified to operating lease right-of-use assets in connection with the adoption of ASC 842 as of January 1, 2019. Refer to Note 3 for further information regarding the adoption of ASC 842.

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


	Second Quarter				First Six Months				Second Quarter				First Six Months
(in millions)	2019		2018		2019		2018		2020		2019		2020		2019
Amortization expense for intangible assets with definite lives	$	32	$	29	$	63	$	59	$	33	$	32	$	66	$	63

Amortization expense of these intangible assets over the remainder of ~~2019~~2020 and the next five years is expected to be as follows:

Remainder of 2019 For the Years Ending December 31,
(in millions) 2020 2021 2022 2023 2024
Expected amortization expense for intangible assets with definite lives $ 63
$ 126
$ 126
$ 126
$ 126
$ 121

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~



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

IMPAIRMENT TESTING

KDP conducts impairment tests on goodwill and all indefinite lived intangible assets annually, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. The Company did not identify any circumstances, including the ongoing COVID-19 pandemic, that indicated that the carrying amount of any goodwill or any ~~indefinite lived~~ intangible asset may not be recoverable as of June 30, ~~2019.~~2020.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

4.Investments in Unconsolidated Affiliates

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



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

Impairment of Bedford Investment and Related Party Note Receivable

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

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

5. Restructuring and Integration Costs

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

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

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


	Second Quarter				First Six Months				Second Quarter				First Six Months
(in millions)	2019		2018		2019		2018		2020		2019		2020		2019
Keurig 2.0 exit	$	—	$	7	$	1	$	12	$	—	$	—	$	—	$	1
Integration program	32		26		92		26
Other restructuring programs	—		1		—		2
DPS integration program									52		32		105		92
Total restructuring and integration charges	$	32	$	34	$	93	$	40	$	52	$	32	$	105	$	93

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses on the unaudited condensed consolidated financial statements. Restructuring liabilities as of June 30, ~~2019 and December 31, 2018~~2020 along with charges to expense, cash payments and non-cash charges for the period specific to the DPS Integration Program were as follows:



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

(in millions) Workforce Reduction Costs
Other⁽¹⁾
Total
Balance as of December 31, 2018 $ 28
$ 1
$ 29
Charges to expense 10
—
10
Cash payments (34 ) —
(34 )
Non-cash adjustment items 1
(1 ) —
Balance as of June 30, 2019 $ 5
$ —
$ 5


~~(1)~~	~~Primarily reflects activities associated with the closure of certain facilities, excluding contract termination costs, which include any associated asset write-downs and accelerated depreciation.~~

RESTRUCTURING PROGRAMS

DPS Integration Program

As part of the DPS Merger, the ~~Company established a transformation management office to enable integration and maximize value capture. The~~ Company developed a program to deliver $600 million in synergies over a three-year period through supply chain optimization, reduction of indirect spend through new economies of scale, elimination of duplicative support functions and advertising and promotion optimization. The Company expects to incur total cash expenditures of $750 million, comprised of both capital expenditures and expense, and expects to complete the program by 2021. The restructuring and integration program resulted in cumulative pre-tax charges of approximately ~~$247~~$492 million, primarily consisting of professional fees related to the integration and transformation and costs associated with severance and employee terminations, through June 30, ~~2019.~~2020.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

6. Income Taxes

Our effective tax rates were as follows:

Second Quarter First Six Months
2019 2018 2019 2018
Effective tax rate 24.5 % 13.3 % 25.6 % 26.9 %



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

~~The increase in our effective tax rate from~~For the second quarter of ~~2018 to~~2020, the provision for income taxes was higher than the second quarter of 2019 ~~was~~ primarily due to the ~~benefit received~~decrease in the valuation of the Company's deferred tax liabilities and decrease of income tax reserves in the second quarter of 2018 from refining the estimated impact related to the legislation commonly known as the Tax Cuts and Jobs Act, which was enacted on December 22, 2017 (“TCJA”). The decrease in our effective tax rate from2019.

For the first six months of ~~2018 to~~2020, the provision for income taxes was higher than the first six months of 2019 ~~was~~ primarily due to ~~reduction~~the tax benefit received in the U.S. federal tax rate from 24.5% to 21% and exclusion of DPS Merger-related non-deductible transaction costs, partially offset by the loss of tax benefits associated with the U.S. domestic manufacturing deduction in 2019. The TCJA reduced the U.S. federal statutory tax rate from 35% to 21% and eliminated the domestic manufacturing deduction. Guidance under the TCJA for non-calendar year filers resulted in a 24.5% federal statutory rate for companies with a September tax year-end for the period ended June 30, 2018.

~~7. Long-term Obligations and Borrowing Arrangements~~

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

(in millions) June 30, 2019 December 31, 2018
Senior unsecured notes $ 11,785
$ 12,019
Term loans 1,724
2,561
Subtotal 13,509
14,580
Less - current portion (345 ) (379 )
Long-term obligations $ 13,164
$ 14,201

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

Fair Value Hierarchy Level June 30, 2019 December 31, 2018
(in millions) Carrying Value Fair Value Carrying Value Fair Value
Commercial paper 2 $ 1,461
$ 1,461
$ 1,079
$ 1,079
Current portion of long-term obligations:
Senior unsecured notes 2 248
249
250
250
Term loans 2 97
97
129
129
Short-term borrowings and current portion of long-term obligations $ 1,806
$ 1,807
$ 1,458
$ 1,458

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~SENIOR UNSECURED NOTES~~

~~The~~ ~~Company's senior unsecured notes (collectively, the "Notes") consisted of the following:~~

(in millions) Fair Value Hierarchy Level June 30, 2019 December 31, 2018
Issuance Maturity Date Rate Carrying Value Fair Value Carrying Value Fair Value
2019 Notes⁽¹⁾
January 15, 2019 2.600% 2 $ —
$ —
$ 250
$ 250
2020 Notes January 15, 2020 2.000% 2 250
249
250
245
2021 Merger Notes May 25, 2021 3.551% 2 1,750
1,823
1,750
1,742
2021-A Notes November 15, 2021 3.200% 2 250
253
250
244
2021-B Notes November 15, 2021 2.530% 2 250
250
250
240
2022 Notes November 15, 2022 2.700% 2 250
249
250
237
2023 Merger Notes May 25, 2023 4.057% 2 2,000
2,152
2,000
1,988
2023 Notes December 15, 2023 3.130% 2 500
506
500
474
2025 Merger Notes May 25, 2025 4.417% 2 1,000
1,072
1,000
999
2025 Notes November 15, 2025 3.400% 2 500
509
500
467
2026 Notes September 15, 2026 2.550% 2 400
383
400
346
2027 Notes June 15, 2027 3.430% 2 500
505
500
458
2028 Merger Notes May 25, 2028 4.597% 2 2,000
2,180
2,000
1,981
2038 Notes May 1, 2038 7.450% 2 125
163
125
151
2038 Merger Notes May 25, 2038 4.985% 2 500
548
500
483
2045 Notes November 15, 2045 4.500% 2 550
554
550
478
2046 Notes December 15, 2046 4.420% 2 400
398
400
342
2048 Merger Notes May 25, 2048 5.085% 2 750
839
750
716
Principal amount $ 11,975
$ 12,633
$ 12,225
$ 11,841
Unamortized debt issuance costs and fair value adjustment for Notes assumed in the DPS Merger (190 ) (206 )
Carrying amount $ 11,785
$ 12,019


~~(1)~~	~~On January 15, 2019, the Company repaid the 2019 Notes at maturity, using Commercial Paper.~~

~~The fair value amounts of the Notes were based on current market rates available to the~~ ~~Company~~. The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all the Notes and related unamortized costs to be incurred at such date. The carrying amount includes the unamortized discounts, debt issuance costs and the fair value adjustment for the DPS Merger.

~~BORROWING ARRANGEMENTS~~

~~Term Loan Agreements~~

On February 8, 2019, the Company terminated its term loan executed in conjunction with the DPS Merger ("KDP Term Loan") and entered into a new term loan agreement among the Company ("New KDP Term Loan"), the lenders party thereto (the "New Term Lenders"), and JP Morgan, as administrative agent (the "2019 New Term Loan Agreement"), pursuant to which the New Term Lenders provided $2 billion of the New KDP Term Loan to refinance the KDP Term Loan in order to achieve a more favorable interest rate. As a result of the extinguishment of the KDP Term Loan, the Company recorded approximately $3 million of loss on early extinguishment during the first six months of ~~2019.~~

~~The interest rate applicable to~~2019 from the ~~2019 Term Loan Agreement ranges from a rate equal to LIBOR plus a margin~~valuation allowance release on realizability of 0.75% to 1.25% or a base rate plus a margin of 0.00% to 0.25%, depending on the rating of certain indexed debt of KDP. Under the 2019 New Term Loan Agreement, KDP must repay the unpaid principal amount quarterly commencing on March 29, 2019 in an amount equal to 1.25% of the aggregate principal amount made on the effective date of the New KDP Term Loan, resulting in annual mandatory repayments of $100 million. The 2019 Term Loan Agreement matures on February 8, 2023.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~364-Day Credit Agreement~~

The Company entered into a new credit agreement on May 29, 2019 (the "364-Day Credit Agreement") among the Company, the banks party thereto and JP Morgan, as administrative agent, pursuant to which the Company obtained a $750 million commitment. The 364-Day Credit Agreement is unsecured, and its proceeds may be used for general corporate purposes. Under this credit agreement, $750 million is available for issuance, none offoreign net operating loss carryforwards, which was ~~utilized as of June 30, 2019.~~

~~The interest rate applicable to borrowings under~~offset by the ~~364-Day Credit Agreement ranges~~tax benefit received from a rate equal to LIBOR plus a margin of 1.000% to 1.625% or a base rate plus a margin of 0.000% to 0.625%, depending on the rating of certain index debt of the Company. The 364-Day Credit Agreement will mature on May 27, 2020, subject to the Company’s ~~option to extend~~jurisdictional income mix through the ~~maturity date by one year so long as certain customary conditions are satisfied.~~

~~KDP Revolving Credit Facility~~

~~The following table provides amounts utilized and available under the~~ ~~Company's revolving credit facilities ("KDP Revolver") as~~first six months of ~~June 30, 2019:~~

(in millions) Amount Utilized Balances Available
KDP Revolver $ —
$ 2,400
Letters of credit —
200

~~The~~ ~~Company~~'s KDP Revolver, 364-Day Credit Agreement and term loans, collectively the ("KDP Credit Agreements"), consisted of the following carrying values and estimated fair values that are not required to be measured at fair value in the unaudited Condensed Consolidated Balance Sheets:

(in millions) Fair Value Hierarchy Level June 30, 2019 December 31, 2018
Issuance Maturity Date Carrying Value Fair Value Carrying Value Fair Value
KDP Term Loan⁽¹⁾
February 2023 2 $ —
$ —
$ 2,583
$ 2,583
New KDP Term Loan⁽²⁾
February 2023 2 1,735
1,735
—
—
KDP Revolver February 2023 2 —
—
—
—
364-Day Credit Agreement May 2020 2 —
—
—
—
Principal amount $ 1,735
$ 1,735
$ 2,583
$ 2,583
Unamortized discounts and debt issuance costs (11 ) (22 )
Carrying amount $ 1,724
$ 2,561

~~(1)~~

In January 2019, the Company borrowed $583 million of Commercial Paper to prepay a portion of its outstanding obligations under the KDP Term Loan, all of which was a voluntary prepayment. As a result of these voluntary prepayments, the Company recorded no loss on extinguishment of debt during the second quarter of 2019 and $5 million of loss on early extinguishment during the first six months of 2019. This KDP Term Loan was refinanced with the New KDP Term Loan in February 2019.

~~(2)~~

The Company borrowed $65 million and $215 million of Commercial Paper during the second quarter and first six months of 2019, respectively, to prepay a portion of its outstanding obligations under the 2019 New Term Loan Agreement, all of which were voluntary prepayments. As a result of these voluntary prepayments, the Company recorded no loss on extinguishment of debt during the second quarter of 2019 and $1 million of loss on early extinguishment during the first six months of 2019.

~~As of June 30, 2019, the~~ ~~Company~~ ~~was in compliance with all financial covenant requirements relating to the KDP Credit Agreements.~~

~~Commercial Paper Program~~

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

Second Quarter First Six Months
2019 2018 2019 2018
Weighted average commercial paper borrowings $ 2,074
$ —
$ 1,911
$ —
Weighted average borrowing rates 2.76 % — % 2.83 % — %

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~Letter of Credit Facility~~

In addition to the portion of the KDP Revolver reserved for issuance of letters of credit, the Company has an incremental letter of credit facility. Under this facility, $100 million is available for the issuance of letters of credit, $48 million of which was utilized as of ~~June 30, 2019~~ ~~and $52 million of which remains available for use.~~2020.

8.7. Derivatives

KDP is exposed to market risks arising from adverse changes in interest rates, commodity prices, and ~~foreign exchange ("FX")~~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 ~~designate these contracts as hedges for accounting purposes, and KDP does not~~ hold or issue derivative financial instruments for trading or speculative purposes.

KDP formally designates and accounts for certain foreign exchange forward contracts that meet established accounting criteria under U.S. GAAP as cash flow hedges. For such contracts, the effective portion of the gain or loss on the derivative instruments is recorded, net of applicable taxes, in AOCI. When net income is affected by the variability of the underlying transaction, the applicable offsetting amount of the gain or loss from the derivative instrument deferred in AOCI is reclassified to net income. Cash flows from derivative instruments designated in a qualifying hedging relationship are classified in the same category as the cash flows from the hedged items. If a cash flow hedge were to cease to qualify for hedge accounting, or were terminated, the derivatives would continue to be carried on the balance sheet at fair value until settled and hedge accounting would be discontinued prospectively. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCI would be reclassified to earnings at that time.

For derivatives that are not designated or are de-designated as a hedging instrument, the gain or loss on the instrument is recognized in earnings in the period of change.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The Company has exposure to credit losses from derivative instruments in an asset position in the event of nonperformance by the counterparties to the agreements. Historically, the Company has not experienced material credit losses as a result of counterparty nonperformance. The Company selects and periodically reviews counterparties based on credit ratings, limits its exposure to a single counterparty under defined guidelines and monitors the market position of the programs upon execution of a hedging transaction and at least on a quarterly basis.

INTEREST RATES

Economic Hedges

The Company is exposed to interest rate risk related to its borrowing arrangements and obligations. The Company enters into interest rate swaps to provide predictability in the ~~Company's~~Company's overall cost structure, including both receive-fixed, pay-variable and receive-variable, pay-fixed swaps. A natural hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in interest expense in the unaudited Condensed Consolidated Statements of Income. ~~These~~As of June 30, 2020, all interest rate swap contracts ~~have maturities between approximately 2 years and 19 years as of June 30, 2019.~~will mature in March 2025.

FOREIGN EXCHANGE

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

Economic Hedges

During the second quarter and first six months of ~~2019~~2020 and ~~2018,~~2019, the Company held FX forward contracts to economically manage the balance sheet exposures resulting from changes in ~~these foreign currency~~the FX exchange ~~rates.~~rates described above. The intent of these FX contracts is to ~~provide predictability~~minimize the impact of FX risk associated with balance sheet positions not in ~~the Company's overall cost structure.~~local currency. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same caption of the unaudited Condensed Consolidated Statements of Income as the associated risk. These FX contracts have maturities ranging from ~~less than 1 month~~July 2020 to ~~approximately 5 years~~September 2024 as of June 30, ~~2019.~~2020.

Cash Flow Hedges

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

COMMODITIES

Economic Hedges

KDP centrally manages the exposure to volatility in the prices of certain commodities used in its production process and transportation through various derivative contracts. The intent of these contracts is to provide a certain level of predictability in the Company's overall cost structure. During the second quarter and first six months of ~~2019~~2020 and ~~2018,~~2019, the Company held forward, future, swap and option contracts that economically hedged certain of its risks. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same line item of the unaudited Condensed Consolidated Statements of Income as the hedged transaction. Unrealized gains and losses are recognized as a component of unallocated corporate costs until the Company's operating segments are affected by the completion of the underlying transaction, at which time the gain or loss is reflected as a component of the respective segment's income from operations. These commodity contracts have maturities ranging from ~~less than 1 month~~July 2020 to ~~approximately 6 years~~December 2022 as of June 30, ~~2019.~~2020.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS

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


	June 30,		December 31,		June 30,		December 31,
(in millions)	2019		2018		2020		2019
Interest rate contracts
Receive-fixed, pay-variable interest rate swaps⁽¹⁾	$	50	$	1,070	$	—	$	50
Receive-variable, pay-fixed interest rate swaps⁽²⁾	575		2,125		450		575
FX contracts	475		348
Forward contracts, not designated as hedging instruments					464		523
Forward contracts, designated as cash flow hedges					21		—
Commodity contracts	271		296		580		150


(1)	During the first six months of ~~2019,~~2020, the Company elected to terminate ~~$920~~$50 million notional amount of receive-fixed, pay-variable interest rate swaps and received cash of $2$18 million.


(2)	During the first six months of ~~2019,~~2020, the Company elected to terminate ~~$1,400~~$575 million notional amount of receive-variable, pay-fixed interest rate swaps and received cash of ~~$38~~$2 million.

FAIR VALUE OF DERIVATIVE INSTRUMENTS ~~NOT DESIGNATED AS HEDGING INSTRUMENTS~~

The following table summarizes the fair value hierarchy and the location of the fair value of the Company's derivative instruments not designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018:

(in millions) Fair Value Hierarchy Level Balance Sheet Location June 30,
2019 December 31,
2018
Assets:
Interest rate contracts 2 Prepaid expenses and other current assets $ 1
$ 2
FX contracts 2 Prepaid expenses and other current assets 1
4
Commodity contracts 2 Prepaid expenses and other current assets 8
3
Interest rate contracts 2 Other non-current assets 20
77
FX contracts 2 Other non-current assets 9
15
Commodity contracts 2 Other non-current assets 6
3

Liabilities:
Interest rate contracts 2 Other current liabilities $ —
$ 7
FX contracts 2 Other current liabilities 2
—
Commodity contracts 2 Other current liabilities 27
27
Interest rate contracts 2 Other non-current liabilities —
6
Commodity contracts 2 Other non-current liabilities 5
10

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

Not Designated as Hedging Instruments

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



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

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Designated as Hedging Instruments

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



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

IMPACT OF ~~ECONOMIC HEDGES~~DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS

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


		Second Quarter						First Six Months							Second Quarter						First Six Months
(in millions)	Income Statement Location	2019			2018			2019			2018			Income Statement Location	2020			2019			2020			2019
Interest rate contracts	Interest expense	$	2		$	(6	)	$	4		$	(30	)	Interest expense	$	5		$	2		$	9		$	4
FX contracts	Cost of sales	1			—			3			—			Cost of sales	3			1			(20		)	3
FX contracts	Other expense (income), net	—			(7		)	6			(13		)	Other (income) expense, net	5			—			(12		)	6
Commodity contracts	Cost of sales	(3		)	3			12			5			Cost of sales	34			(3		)	51			12
Commodity contracts	SG&A expenses	2			—			(12		)	—			SG&A expenses	(9		)	2			36			(12		)
Total		$	2		$	(10	)	$	13		$	(38	)		$	38		$	2		$	64		$	13

IMPACT OF CASH FLOW HEDGES

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



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


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

There was no hedge ineffectiveness during the periods presented.

8. Leases

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The following table presents the components of lease cost:



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


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

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



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

The ~~Company has exposure to credit losses from derivative instruments in an asset position in~~following table presents information about the ~~event~~Company's weighted average discount rate and remaining lease term:



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

Future minimum lease payments for non-cancellable leases that have commenced and are reflected on the unaudited Condensed Consolidated Balance Sheets as of ~~nonperformance by the counterparties to the agreements. Historically,~~June 30, 2020 were as follows:



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

SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

ASSET SALE-LEASEBACK TRANSACTIONS

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

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

9. Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive securities.

~~As a result of the DPS Merger, all historical per share data and number of shares and numbers of equity awards were retroactively adjusted.~~ The following table presents the Company's basic and diluted EPS and shares outstanding:


	Second Quarter				First Six Months				Second Quarter				First Six Months
(in millions, except per share data)	2019		2018		2019		2018		2020		2019		2020		2019
Basic EPS:
Net income attributable to KDP	$	314	$	83	$	544	$	171
Net income									$	298	$	314	$	454	$	544
Weighted average common shares outstanding	1,406.7		790.5		1,406.5		790.5		1,407.2		1,406.7		1,407.1		1,406.5
Earnings per common share — basic	$	0.22	$	0.10	$	0.39	$	0.21	$	0.21	$	0.22	$	0.32	$	0.39
Diluted EPS:
Net income attributable to KDP	$	314	$	83	$	544	$	171
Impact of dilutive securities in Maple Parent Corporation	—		2		—		3
Total	$	314	$	81	$	544	$	168
Net income									$	298	$	314	$	454	$	544
Weighted average common shares outstanding	1,406.7		790.5		1,406.5		790.5		1,407.2		1,406.7		1,407.1		1,406.5
Effect of dilutive securities:
Stock options	0.5		—		0.7		—		0.3		0.5		0.4		0.7
RSUs	12.0		—		11.3		—		14.0		12.0		13.3		11.3
Weighted average common shares outstanding and common stock equivalents	1,419.2		790.5		1,418.5		790.5		1,421.5		1,419.2		1,420.8		1,418.5
Earnings per common share — diluted	$	0.22	$	0.10	$	0.38	$	0.21	$	0.21	$	0.22	$	0.32	$	0.38

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

10. Stock-Based Compensation

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


	Second Quarter						First Six Months						Second Quarter						First Six Months
(in millions)	2019			2018			2019			2018			2020			2019			2020			2019
Total stock-based compensation expense	$	20		$	9		$	34		$	20		$	23		$	20		$	42		$	34
Income tax benefit recognized in the Statements of Income	(4		)	(2		)	(7		)	(5		)	(4		)	(4		)	(8		)	(7		)
Stock-based compensation expense, net of tax	$	16		$	7		$	27		$	15		$	19		$	16		$	34		$	27

RESTRICTED STOCK UNITS

The table below summarizes RSU activity:


	RSUs		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)		RSUs		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2018	18,625,898		$	15.68	3.5	$	478
Outstanding as of December 31, 2019								21,492,786		$	18.14	2.6	$	622
Granted	5,200,620		26.25					5,933,438		23.21
Vested and released	(4,368	)	24.20			—		(26,155	)	24.84			1
Forfeited	(1,136,796	)	19.07					(913,680	)	20.18
Outstanding as of June 30, 2019	22,685,354		$	17.93	3.0	$	656
Outstanding as of June 30, 2020								26,486,389		$	19.20	2.4	$	752

As of June 30, ~~2019,~~2020, there was ~~$297~~$328 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of ~~3.9~~3.81 years.

11. Accumulated Other Comprehensive Income (Loss)

The following table provides a summary of changes in ~~Accumulated Other Comprehensive Income (Loss),~~AOCI, net of taxes:


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

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

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

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

Balance as of April 1, 2018	$	75		$	—		$	75
Other comprehensive loss	(16		)	—			(16		)
Balance as of June 30, 2018	$	59		$	—		$	59

Balance as of January 1, 2018	$	99		$	—		$	99
Other comprehensive loss	(40		)	—			(40		)
Balance as of June 30, 2018	$	59		$	—		$	59

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

12. Trade Accounts Receivables, Net

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

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

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



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

13.Other Financial Information

The carrying value of cash, cash equivalents, restricted cash and restricted cash equivalents is valued as of the balance sheet date equating fair value and classified as Level 1. The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents reported with the unaudited Condensed Consolidated Balance Sheets to the total of the same amounts shown in the unaudited Condensed Consolidated Statements of Cash Flows:



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


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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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


	June 30,		December 31,		June 30,			December 31,
(in millions)	2019		2018		2020			2019
Trade accounts receivable, net:
Trade and other accounts receivable					$	1,029		$	1,124
Allowance for expected credit losses					(19		)	(9		)
Total trade accounts receivable, net					$	1,010		$	1,115
Inventories:
Raw materials	$	207	$	204	$	271		$	215
Work in process	8		7
WIP					7			8
Finished goods	471		415		492			447
Total inventories	$	686	$	626
Total					770			670
Allowance for excess and obsolete inventories					(23		)	(16		)
Total Inventories					$	747		$	654
Prepaid expenses and other current assets:
Other receivables	$	49	$	51	$	58		$	65
Customer incentive programs	80		12		87			12
Derivative instruments	10		9		14			31
Prepaid marketing	43		29		26			17
Spare parts	45		43		50			49
Assets held for sale	7		8
Assets held for sale⁽¹⁾					3			165
Income tax receivable	13		22		7			4
Other	70		80		61			60
Total prepaid expenses and other current assets	$	317	$	254	$	306		$	403
Other non-current assets:
Customer incentive programs	$	29	$	34	$	75		$	33
Marketable securities - trading⁽¹⁾	40		44
Operating lease right-of-use assets⁽²⁾	355		—
Marketable securities - trading⁽²⁾					37			40
Operating lease right-of-use assets					592			497
Derivative instruments	35		95		12			19
Equity securities without readily determinable fair values	1		1		1			1
Non-current restricted cash and restricted cash equivalents	10		10		—			10
Related party notes receivable⁽³⁾	32		17		—			50
Other	70		58		114			98
Total other non-current assets	$	572	$	259	$	831		$	748


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


(2)	Fair values of marketable securities are determined using quoted market prices from daily exchange traded markets, based on the closing price as of the balance sheet date, and are classified as Level 1. The fair value of marketable securities was ~~$40~~$37 million and ~~$44~~$40 million as of June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.


~~(2)~~	~~Refer to Note 3 for additional information~~.


(3)	Refer to Note 154 for additional information.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)


	June 30,		December 31,		June 30,		December 31,
(in millions)	2019		2018		2020		2019
Accrued expenses:
Customer rebates & incentives	$	374	$	342	$	324	$	362
Accrued compensation	148		214		167		183
Insurance reserve	39		37		53		39
Accrued interest	53		77		60		54
Accrued professional fees	29		113		25		31
Other accrued expenses	226		229		311		270
Total accrued expenses	$	869	$	1,012	$	940	$	939
Other current liabilities:
Dividends payable	$	212	$	209	$	212	$	212
Income taxes payable	110		60		135		75
Operating lease liability⁽¹⁾	61		—		74		69
Finance lease liability⁽²⁾	37		26		41		41
Derivative instruments	29		34		47		12
Holdback liabilities	42		44		25		25
Other	25		33		9		11
Total other current liabilities	$	516	$	406	$	543	$	445
Other non-current liabilities:
Pension and post-retirement liability	$	29	$	30	$	28	$	29
Insurance reserves	61		57		72		66
Operating lease liability⁽¹⁾	290		—		522		427
Finance lease liability⁽²⁾	253		305		264		269
Derivative instruments	5		16		22		4
Deferred compensation liability	40		44		37		40
Other	93		107		89		95
Total other non-current liabilities	$	771	$	559	$	1,034	$	930


~~(1)~~	~~Refer to Note 3 for additional information~~.


~~(2)~~	~~Amounts as of December 31, 2018 include capital leases and financing obligations reported under ASC 840. Refer to Notes 1 and 3 for additional information.~~

ACCOUNTS PAYABLE

KDP ~~entered into~~has an agreement with a third party administrator ~~to allow~~which allows participating suppliers to track ~~payment obligations~~payments from KDP, and if voluntarily elected by the supplier, to sell payment obligations from KDP to financial institutions. Suppliers can sell one or more of KDP's payment obligations at their sole discretion and the rights and obligations of KDP to its suppliers are not impacted. KDP has no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. KDP's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted. As of June 30, ~~2019~~2020 and December 31, ~~2018, $2,096~~2019, $2,487 million and ~~$1,676~~$2,097 million, respectively, of KDP's outstanding payment obligations ~~are payable~~were voluntarily elected by the supplier and sold to ~~suppliers who utilize this third party service administrator.~~

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~13. Supplemental Cash Flow Information~~

The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents reported with the unaudited Condensed Consolidated Balance Sheets to the total of the same amounts shown in the unaudited Condensed Consolidated Statements of Cash Flows:

Fair Value Hierarchy Level June 30, 2019 December 31, 2018
(in millions) Carrying Value Fair Value Carrying Value Fair Value
Cash and cash equivalents 1 $ 106
$ 106
$ 83
$ 83
Restricted cash and restricted cash equivalents⁽¹⁾
1 44
44
46
46
Non-current restricted cash and restricted cash equivalents included in Other non-current assets 1 10
10
10
10
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the unaudited Condensed Consolidated Statement of Cash Flows $ 160
$ 160
$ 139
$ 139


~~(1)~~	~~Restricted cash and cash equivalents primarily represent amounts held in escrow in connection with the Big Red Acquisition and the Core Acquisition.~~

~~The following table provides supplemental cash flow disclosures:~~

First Six Months
(in millions) 2019 2018
Supplemental cash flow disclosures of non-cash investing activities:
Measurement period adjustment of Core purchase price $ (11 ) $ —
Capital expenditures included in accounts payable and accrued expenses 205
39
Purchases of intangibles 2
—
Supplemental cash flow disclosures of non-cash financing activities:
Dividends declared but not yet paid 212
—
Finance lease additions 30
—
Supplemental cash flow disclosures:
Cash paid for interest 272
47
Cash paid for related party interest —
51
Cash paid for income taxes 142
71

financial institutions.

14. Commitments and Contingencies

LEGAL MATTERS

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Antitrust Litigation

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

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

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

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

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

Proposition 65 Litigation

OnIn May 9, 2011, ~~an organization named~~the Council for Education and Research on Toxics ~~("CERT")~~ filed a lawsuit in the Superior Court of the State of California, County of Los Angeles, ~~against Keurig. The lawsuit is Council~~(Council for Education and Research on Toxics v. Brad Barry LLC, et al., Case No. ~~BC461182. CERT alleges~~BC461182), alleging that ~~Keurig,~~KGM, in addition to nearly one hundred other defendants who manufacture, package, distribute or sell coffee, failed to warn persons in California that ~~Keurig's~~KGM's coffee products ~~(the "Products")~~ expose persons to the chemical acrylamide in violation of ~~California's Safe Drinking Water and Toxic Enforcement Act of 1986, Health and Safety Code section 25249.5, et seq. ("~~Proposition ~~65"). CERT~~65. Plaintiff seeks equitable relief, including providing warnings to consumers, as well as civil penalties in the amount of the statutory maximum of $2,500 per day per violation of Proposition 65. ~~CERT~~Council for Education and Research on Toxics asserts that every consumed cup of coffee, absent a compliant warning, is equivalent to a violation under Proposition 65.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~Keurig,~~KGM, as part of a joint defense group organized to defend against the lawsuit, disputes the claims of the Plaintiff. Acrylamide is not added to coffee, but is present in all coffee in small amounts (parts per billion) as a byproduct of the coffee bean roasting process. ~~Keurig~~KGM has asserted multiple affirmative defenses. The case was scheduled to proceed to a third phase for trial on damages, remedies and attorneys' fees, ~~beginning on October 15, 2018, however on October 12, 2018,~~but the California Court of Appeal granted the ~~defendants'~~defendants request for a stay of the third phase ~~trial.~~

trial in October 2018. The ~~Court of Appeal’s~~ stay order was prompted ~~by a notice published on June 15, 2018~~ by California’s Office of Environmental Health Hazard Assessment ~~(“OEHHA”) proposing~~proposal of a new Proposition 65 regulation clarifying that cancer warnings are not required for ~~Proposition 65~~ chemicals, such as acrylamide, that are present in coffee as a result of roasting coffee beans. After ~~two rounds of public comments,~~ the regulation ~~was finalized, adopted and approved by~~took effect in October 2019, the ~~Office of Administrative Law on June 3, 2019. It will take effect on October 1, 2019. The~~ Court of Appeal ~~has~~ lifted its ~~2018~~ stay ~~order. Further~~order and the litigation ~~is anticipated~~has continued based on, among other items, CERT’s contentions that the regulation is legally invalid and, alternatively, cannot be applied to its pending claims.

At this stage of the proceedings, ~~prior to a trial on remedies issues, Keurig~~the Company is unable to reasonably estimate the potential loss or effect on ~~Keurig~~the Company or its operations that could be associated with the lawsuit. The trial court has discretion to impose zero penalties against ~~Keurig~~the Company or to impose significant statutory penalties. Significant labeling or warning requirements that could potentially be imposed by the trial court may increase ~~Keurig's~~the Company's costs and adversely affect sales of coffee products. ~~We can provide no assurances as to the outcome of any litigation.~~

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

15. Related Parties

~~IDENTIFICATION OF RELATED PARTIES~~

~~The Company~~KDP is indirectly controlled by ~~a single stockholder,~~ JAB, ~~Holding Company S.a.r.l ("JAB"),~~ a privately held investor group. JAB ~~has ownership control over certain~~and its affiliates have controlling investments in a number of other companies that ~~create~~have commercial relationships with the ~~following related party transaction types:~~

~~Coffee Transactions include transactions with~~Company, including Peet's, ~~Coffee ("Peet's"),~~ Caribou Coffee ~~("Caribou")~~Company, Inc., Panera Bread ~~("Panera"),~~Company, Einstein Bros Bagels, ~~("Einstein Bros")~~ and Krispy Kreme Doughnuts ~~("Krispy Kreme"). The Company~~Inc.

KDP purchases certain raw materials from Peet's and manufactures ~~portion packs containing a selection of~~ coffee and tea ~~varieties~~portion packs under ~~Peet’s~~Peet's brands for sale by KDP and Peet's in the U.S. and Canada. ~~As part of this agreement, Peet’s issues purchase orders to~~

KDP exclusively manufactures, distributes and sells Peet's RTD beverage products in the ~~Company for portion packs to be supplied to Peet’s~~U.S. and ~~sold in select channels. In turn, the Company places purchase orders for Peet’s raw materials to manufacture portion packs for sale by the Company in select channels. The Company~~Canada.

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

~~Restaurant Transactions include transactions with Panera, Peet's, Caribou, Einstein Bros and Krispy Kreme. The Company~~KDP sells various beverage concentrates and packaged beverages to ~~these companies.~~Caribou Coffee Company, Inc., Panera Bread Company, Einstein Bros Bagels, and Krispy Kreme Doughnuts Inc. for resale to retail customers.

~~The Company also has rights in certain territories to bottle and/or distribute various brands that the Company does not own. The Company~~KDP holds investments in certain brand ownership companies, and in certain instances, the Company also has rights in specified territories to bottle and/or distribute the brands owned by such companies. ~~Refer to Note 2 for additional information about the Company's investments in unconsolidated affiliates. The Company~~KDP purchases inventory from these brand ownership companies and sells finished product to third-party customers primarily in the U.S. Additionally, any transactions with significant partners in these investments, such as ~~Anheuser-Busch InBev ("ABI"),~~ABI, are ~~also included in this line.~~considered related party transactions. ABI purchases Clamato from ~~the Company~~KDP and pays the Company a royalty for use of the brand name. Refer to Note 4 for additional information about KDP's investments in unconsolidated affiliates.

~~LINE OF CREDIT WITH BEDFORD~~

The Company and ABI executed a line of credit agreement with Bedford on March 3, 2017, in conjunction with the creation of the joint venture ("Bedford Credit Agreement"), which was amended on December 7, 2018 to increase the line of credit (the credit agreement, as amended, the "Bedford Credit Agreement"). Under the Bedford Credit Agreement, the Company has committed to provide up to $51 million capacity with a fixed interest rate of 8.1% per annum. The Bedford Credit Agreement matures on March 3, 2024. The Company has outstanding receivable balances on the Bedford Credit Agreement of $32 million and $17 million as of June 30, 2019 and December 31, 2018, respectively.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

16. Segments

~~Following~~For all periods presented, the ~~DPS Merger as described in Note 2, the Company revised its segment~~Company's operating structure ~~to consist~~consisted of the following four reportable ~~segments as of June 30, 2019 and December 31, 2018, and for the second quarter and first six months of 2019, and recasted for the second quarter and the first six months of 2018:~~segments:

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

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

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

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

Segment results are based on management reports. Net sales and income from operations are the significant financial measures used to assess the operating performance of the Company's operating segments. Intersegment sales are recorded at cost and are eliminated in the unaudited Condensed Consolidated Statements of Income. “Unallocated corporate costs” are excluded from the Company's measurement of segment performance and include unrealized commodity derivative gains and losses, and certain general corporate expenses.

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

Second Quarter First Six Months
(in millions) 2019 2018 2019 2018
Segment Results – Net sales
Coffee Systems $ 990
$ 949
$ 1,958
$ 1,897
Packaged Beverages 1,311
—
2,427
—
Beverage Concentrates 370
—
674
—
Latin America Beverages 141
—
257
—
Net sales $ 2,812
$ 949
$ 5,316
$ 1,897


	Second Quarter				First Six Months				Second Quarter				First Six Months
(in millions)	2019		2018		2019		2018		2020		2019		2020		2019
Segment Results – Income from operations
Segment Results – Net sales
Coffee Systems	$	287	$	274	$	580	$	531	$	1,043	$	990	$	2,016	$	1,958
Packaged Beverages	186		—		335		—		1,392		1,311		2,609		2,427
Beverage Concentrates	244		—		445		—		309		370		615		674
Latin America Beverages	26		—		37		—		120		141		237		257
Total income from operations - segments	743		274		1,397		531
Unallocated corporate costs	156		107		312		186
Income from operations	$	587	$	167	$	1,085	$	345
Net sales									$	2,864	$	2,812	$	5,477	$	5,316

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



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

17. Revenue Recognition

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The following table disaggregates the Company's revenue by ~~portfolio for the second quarter and first six months of 2019 and 2018:~~portfolio:


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

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

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

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

For the second quarter of 2018:
CSD⁽¹⁾	$	—	$	—	$	—	$	—	$	—
NCB⁽¹⁾	—		—		—		—		—
Pods⁽²⁾	763		—		—		—		763
Appliances	131		—		—		—		131
Other	55		—		—		—		55
Net sales	$	949	$	—	$	—	$	—	$	949

For the first six months of 2018:
CSD⁽¹⁾	$	—	$	—	$	—	$	—	$	—
NCB⁽¹⁾	—		—		—		—		—
Pods⁽²⁾	1,557		—		—		—		1,557
Appliances	232		—		—		—		232
Other	108		—		—		—		108
Net sales	$	1,897	$	—	$	—	$	—	$	1,897

(1) Represents net sales of owned and ~~Allied Brands~~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.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~18. Guarantor and Non-Guarantor Financial Information~~

The Notes are fully and unconditionally guaranteed by certain direct and indirect subsidiaries of the Company (the "Guarantors"), as defined in the indentures governing the Notes. The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee, subject to the release provisions described below, the Company's obligations under the Notes. None of the Company's subsidiaries organized outside of the U.S., immaterial subsidiaries used for charitable purposes, any of the subsidiaries held by Maple prior to the DPS Merger or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the Notes. The subsidiary guarantees with respect to the Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of other indebtedness of the Company, the Company's exercise of its legal defeasance option with respect to the Notes and the discharge of the Company's obligations under the applicable indenture. The DPS Merger was accounted for under the acquisition method of accounting, using pushdown accounting for the purposes of presenting the following guarantor and non-guarantor financial information.

The second quarter and first six months of 2018 are not presented herein, as amounts reported prior to the DPS Merger are that of Maple, and would therefore be entirely reported within the Non-Guarantors column. Refer to the Condensed Consolidated Statements of Income, Statements of Comprehensive Income, and Statements of Cash Flows for the amounts which would be presented as Non-Guarantors for these historical periods.

The following schedules present the financial information for Keurig Dr Pepper Inc. (the "Parent"), Guarantors and Non-Guarantors. The consolidating schedules are provided in accordance with the reporting requirements of Rule 3-10 under SEC Regulation S-X for guarantor subsidiaries.

Condensed Consolidating Statements of Income
For the Second Quarter of 2019
(in millions) Parent Guarantors Non-Guarantors Eliminations Total
Net sales $ —
$ 1,660
$ 1,207
$ (55 ) $ 2,812
Cost of sales —
661
580
(55 ) 1,186
Gross profit —
999
627
—
1,626
Selling, general and administrative expenses 1
668
359
—
1,028
Other operating expense, net —
—
11
—
11
Income from operations (1 ) 331
257
—
587
Interest expense 198
3
28
(59 ) 170
Interest expense - related party —
—
—
—
—
Loss on early extinguishment of debt —
—
—
—
—
Other expense (income), net (239 ) 192
(11 ) 59
1
Income before provision for income taxes 40
136
240
—
416
Provision for income taxes (5 ) 42
65
—
102
Income before equity in earnings of consolidated subsidiaries 45
94
175
—
314
Equity in earnings of consolidated subsidiaries 269
14
—
(283 ) —
Net income $ 314
$ 108
$ 175
$ (283 ) $ 314

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

Condensed Consolidating Statements of Income
For the First Six Months of 2019
(in millions) Parent Guarantors Non-Guarantors Eliminations Total
Net sales $ —
$ 3,070
$ 2,345
$ (99 ) $ 5,316
Cost of sales —
1,232
1,159
(99 ) 2,292
Gross profit —
1,838
1,186
—
3,024
Selling, general and administrative expenses 5
1,230
704
—
1,939
Other operating expense, net —
(10 ) 10
—
—
Income from operations (5 ) 618
472
—
1,085
Interest expense 398
7
57
(123 ) 339
Interest expense - related party —
—
—
—
—
Loss on early extinguishment of debt 9
—
—
—
9
Other (income) expense, net (251 ) 147
(13 ) 123
6
Income before provision for income taxes (161 ) 464
428
—
731
Provision for income taxes (54 ) 126
115
—
187
Income before equity in earnings of consolidated subsidiaries (107 ) 338
313
—
544
Equity in earnings of consolidated subsidiaries 651
14
—
(665 ) —
Net income $ 544
$ 352
$ 313
$ (665 ) $ 544

Condensed Consolidating Statements of Comprehensive Income
For the Second Quarter of 2019
(in millions) Parent Guarantors Non-Guarantors Eliminations Total
Comprehensive income $ 402
$ 178
$ 264
$ (442 ) $ 402

Condensed Consolidating Statements of Comprehensive Income
For the First Six Months of 2019
(in millions) Parent Guarantors Non-Guarantors Eliminations Total
Comprehensive income $ 725
$ 497
$ 495
$ (992 ) $ 725

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

Condensed Consolidating Balance Sheets
As of June 30, 2019
(in millions) Parent Guarantors Non-Guarantors Eliminations Total
Current assets:
Cash and cash equivalents $ —
$ 11
$ 95
$ —
$ 106
Restricted cash and restricted cash equivalents 40
2
2
—
44
Trade accounts receivable, net —
642
426
—
1,068
Related party receivable 135
74
64
(273 ) —
Inventories —
250
436
—
686
Prepaid expenses and other current assets 613
199
115
(610 ) 317
Total current assets 788
1,178
1,138
(883 ) 2,221
Property, plant and equipment, net —
1,297
993
—
2,290
Investments in consolidated subsidiaries 41,003
4,971
—
(45,974 ) —
Investments in unconsolidated affiliates —
63
107
—
170
Goodwill —
8,239
11,800
—
20,039
Other intangible assets, net —
16,857
7,371
—
24,228
Long-term receivable, related parties 5,066
8,623
—
(13,689 ) —
Other non-current assets 61
248
263
—
572
Deferred tax assets —
—
27
—
27
Total assets $ 46,918
$ 41,476
$ 21,699
$ (60,546 ) $ 49,547

Current liabilities:
Accounts payable $ —
$ 990
$ 1,919
$ —
$ 2,909
Accrued expenses 53
596
220
—
869
Structured payables —
47
548
—
595
Related party payable 74
95
104
(273 ) —
Short-term borrowings and current portion of long-term obligations 1,806
—
—
—
1,806
Other current liabilities 269
679
178
(610 ) 516
Total current liabilities 2,202
2,407
2,969
(883 ) 6,695
Long-term obligations to third parties 13,164
—
—
—
13,164
Long-term obligations to related parties 8,589
3,440
1,660
(13,689 ) —
Deferred tax liabilities 40
4,107
1,887
—
6,034
Other non-current liabilities 40
495
236
—
771
Total liabilities 24,035
10,449
6,752
(14,572 ) 26,664
Total stockholders' equity 22,883
31,027
14,947
(45,974 ) 22,883
Total liabilities and stockholders' equity $ 46,918
$ 41,476
$ 21,699
$ (60,546 ) $ 49,547

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

Condensed Consolidating Balance Sheets
As of December 31, 2018
(in millions) Parent Guarantors Non-Guarantors Eliminations Total
Current assets:
Cash and cash equivalents $ —
$ 18
$ 65
$ —
$ 83
Restricted cash and restricted cash equivalents 42
3
1
—
46
Trade accounts receivable, net —
596
554
—
1,150
Related party receivable 189
71
76
(336 ) —
Inventories —
226
400
—
626
Prepaid expenses and other current assets 569
110
132
(557 ) 254
Total current assets 800
1,024
1,228
(893 ) 2,159
Property, plant and equipment, net —
1,351
959
—
2,310
Investments in consolidated subsidiaries 40,119
4,882
—
(45,001 ) —
Investments in unconsolidated affiliates —
63
123
—
186
Goodwill 50
8,371
11,590
—
20,011
Other intangible assets, net —
16,583
7,384
—
23,967
Long-term receivable, related parties 5,503
7,827
—
(13,330 ) —
Other non-current assets 64
41
154
—
259
Deferred tax assets —
—
26
—
26
Total assets $ 46,536
$ 40,142
$ 21,464
$ (59,224 ) $ 48,918

Current liabilities:
Accounts payable $ —
$ 497
$ 1,803
$ —
$ 2,300
Accrued expenses 78
610
324
—
1,012
Structured payables —
47
479
—
526
Related party payable 65
106
165
(336 ) —
Short-term borrowings and current portion of long-term obligations 1,458
—
—
—
1,458
Other current liabilities 278
626
59
(557 ) 406
Total current liabilities 1,879
1,886
2,830
(893 ) 5,702
Long-term obligations to third parties 14,201
—
—
—
14,201
Long-term obligations to related parties 7,827
3,369
2,134
(13,330 ) —
Deferred tax liabilities 46
4,075
1,802
—
5,923
Other non-current liabilities 50
337
172
—
559
Total liabilities 24,003
9,667
6,938
(14,223 ) 26,385
Total stockholders' equity 22,533
30,475
14,526
(45,001 ) 22,533
Total liabilities and stockholders' equity $ 46,536
$ 40,142
$ 21,464
$ (59,224 ) $ 48,918

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

Condensed Consolidating Statements of Cash Flows
For the First Six Months of 2019
(in millions) Parent Guarantors Non-Guarantors Eliminations Total
Operating activities:
Net cash (used in) provided by operating activities $ (178 ) $ 812
$ 581
$ (12 ) $ 1,203
Investing activities:
Acquisitions of businesses —
(3 ) (5 ) —
(8 )
Collections on (issuances of) related party notes receivable 535
(789 ) (14 ) 254
(14 )
Investments in unconsolidated affiliates —
(11 ) —
—
(11 )
Purchases of property, plant and equipment —
(44 ) (74 ) —
(118 )
Proceeds from sales of property, plant and equipment —
10
9
—
19
Purchases of intangibles —
(4 ) —
—
(4 )
Return of capital from investments in consolidated subsidiaries —
32
—
(32 ) —
Other, net 10
—
12
—
22
Net cash provided by (used in) investing activities 545
(809 ) (72 ) 222
(114 )
Financing activities:
Proceeds from (payments of) related party notes 763
—
(509 ) (254 ) —
Proceeds from term loan 2,000
—
—
—
2,000
Net issuance of commercial paper 381
—
—
—
381
Proceeds from structured payables —
—
78
—
78
Payments on structured payables —
—
(9 ) —
(9 )
Payments on senior unsecured notes (250 ) —
—
—
(250 )
Repayment of term loan (2,848 ) —
—
—
(2,848 )
Payments on finance leases —
(11 ) (8 ) —
(19 )
Cash dividends paid (423 ) —
(44 ) 44
(423 )
Other, net 8
—
2
—
10
Net cash used in financing activities (369 ) (11 ) (490 ) (210 ) (1,080 )
Cash and cash equivalents — net change from:

Operating, investing and financing activities (2 ) (8 ) 19
—
9
Effect of exchange rate changes on cash and cash equivalents —
—
12
—
12
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 42
31
66
—
139
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 40
$ 23
$ 97
$ —
$ 160

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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 ~~Form 10-K,~~Annual Report, as filed on February ~~28, 2019.~~27, 2020.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the "Exchange Act"),~~ including, in particular, statements about anticipated benefits and expenses of the DPS Merger and other transactions, including estimated synergies, deleveraging and associated cash management, and cost savings, the impact of COVID-19, future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation, labor matters and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words "may," "will," "expect," "anticipate," "believe," "estimate," "plan," "intend" or the negative of these terms or similar expressions in this Quarterly Report on Form 10-Q. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report and in Part II, Item 1A of this Quarterly Report on Form ~~10-K for~~10-Q, as well as our subsequent filings with the ~~year ended December 31, 2018 (the "Annual Report").~~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.

~~DR PEPPER SNAPPLE GROUP, INC. MERGER~~

On January 29, 2018, Dr Pepper Snapple Group, Inc. ("DPS") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among DPS, Maple Parent Holdings Corp. (“Maple”) and Salt Merger Sub, Inc. (“Merger Sub”), whereby Merger Sub would be merged with and into Maple, with Maple surviving the merger as a wholly-owned subsidiary of DPS (the “DPS Merger”). The DPS Merger was consummated on July 9, 2018 (the "Merger Date"), at which time DPS changed its name to "Keurig Dr Pepper Inc.".

Maple owns Keurig, a leader in specialty coffee and innovative single serve brewing systems. The combined businesses created Keurig Dr Pepper Inc. ("KDP"), a new beverage company of scale with a portfolio of iconic consumer brands and expanded distribution capability to reach virtually every point-of-sale in North America.

~~See Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information related to the DPS Merger.~~

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 ~~teas~~tea and coffee, ~~juices,~~juice, juice drinks, ~~water and~~ mixers and specialty coffee, and is a leading producer of innovative ~~single-serve~~single serve brewing systems. With a wide range of hot and cold beverages that meet virtually any consumer need, KDP key brands include Keurig, Dr Pepper, Canada Dry, Snapple, Bai, Mott's, Core, Green Mountain and The Original Donut Shop. KDP has some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers. KDP offers more than 125 owned, licensed, and partner brands, including the top ten best-selling coffee brands and Dr Pepper as a leading flavored CSD in the U.S., according to IRi, available nearly everywhere people shop and consume beverages.

KDP operates as an integrated brand owner, manufacturer and distributor. We believe our integrated business model strengthens our route-to-market and provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our manufacturing and distribution businesses through both our DSD system and our WD delivery system. KDP markets and sells its products to retailers, including supermarkets, mass merchandisers, club stores, pure-play e-commerce retailers, and office superstores; to restaurants, hotel chains, office product and coffee distributors, and partner brand owners; and directly to consumers through its websites. Our integrated business model enables us to be more flexible and responsive to the changing needs of our large retail customers and allows us to more fully leverage our scale and reduce costs by creating greater geographic manufacturing and distribution coverage.

The beverage market is subject to some seasonal variations. Our cold beverage sales are generally higher during the warmer months, while hot beverage sales are generally higher during the cooler months. Overall beverage sales can be influenced by the timing of holidays and weather fluctuations.

~~Table~~ Sales of ~~Contents~~

brewing systems and related accessories are generally higher during the second half of the year due to the holiday shopping season.

COFFEE SYSTEMS

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

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Our Coffee Systems segment ~~offers~~manufactures over 75% of the pods ~~primarily~~ in the ~~single-serve~~single serve K-Cup pod ~~format.~~format in the U.S. We manufacture and sell 100% of the K-Cup pods of our own brands, such as Green Mountain Coffee Roasters, The Original Donut Shop, ~~Van Houtte,~~ Laughing Man, REVV, and ~~REVV.~~Van Houtte. We have licensing and manufacturing agreements with our partner brands, ~~to manufacture approximately 80% of the K-Cup pods in the U.S. and Canada,~~ including brands such as Starbucks, ~~Peet's,~~ Dunkin' Donuts, Folgers, Newman’s Own Organics, McCafé, Peet's Coffee, Caribou Coffee, Eight O’Clock, ~~Folgers,~~ Maxwell House, ~~Newman’s Own Organics~~ and Tim Hortons, and private label arrangements. Our Coffee Systems segment also has agreements for manufacturing, distributing, and selling K-Cup pods for tea under brands such as Celestial Seasonings, Lipton and Tazo in addition to K-Cup pods of our own brand, Snapple. We also produce and sell K-Cup pods for cocoa, including through a licensing agreement for the Swiss Miss brand, and hot apple cider.

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

PACKAGED BEVERAGES

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

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

Approximately ~~90%~~95% of our 2019 Packaged Beverages net sales ~~come~~came from the manufacturing and distribution of our own brands and the contract manufacturing of certain private label and emerging brand beverages. The remaining portion of our 2019 Packaged Beverages net sales came from the distribution of our partner brands such as Vita Coco coconut water, ~~AriZona tea,~~evian water, Neuro drinks, High Brew ~~evian,~~RTD Coffee, Forto Coffee shots, A Shoc energy drinks, Peet's RTD Coffee and ~~Forto Coffee shots. Although the majority of our Packaged Beverages net sales relate to our brands, we also~~Runa energy drinks. We provide a route-to-market for ~~these~~ third party brand owners seeking effective distribution for their new and emerging brands. These brands give us exposure in certain markets to fast growing segments of the beverage industry with minimal capital investment.

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

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

BEVERAGE CONCENTRATES

Our Beverage Concentrates segment is principally a brand ownership business where we manufacture and sell beverage concentrates in the U.S. and Canada. Most of the brands in this segment are CSD brands. Key brands include Dr Pepper, Canada Dry, Crush, Schweppes, Sun Drop, Sunkist soda, ~~7UP,~~ A&W, ~~Sun Drop,~~7UP, Squirt, Big Red, RC Cola and ~~the concentrate form of~~ Hawaiian Punch. Almost all of our beverage concentrates are manufactured at our plant in St. Louis, Missouri.

Beverage concentrates are shipped to third party bottlers, as well as to our own manufacturing systems, who combine them with carbonation, water, sweeteners and other ingredients, package the combined product in aluminum cans, PET containers and glass bottles, ~~and aluminum cans,~~ and sell them as a finished beverage to retailers. Beverage concentrates are also manufactured into syrup, which is shipped to fountain customers, such as fast food restaurants, who mix the syrup with water and carbonation to create a finished beverage at the point of sale to consumers. Dr Pepper represents most of our fountain channel volume.

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

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LATIN AMERICA BEVERAGES

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

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In Mexico, we manufacture and distribute our products through our bottling operations and third party bottlers and distributors. We sell our finished beverages through all major Mexican retail channels, including small outlets, supermarkets, hypermarkets, convenience stores and on-premise channels. In the Caribbean, we distribute our products through third party bottlers and distributors. We have also begun to distribute certain products in other international jurisdictions through various third party bottlers and distributors.

VOLUME

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

Beverage Concentrates Sales Volume

In our Beverage Concentrates segment, we measure our sales volume as concentrate case sales. The unit of measurement for concentrate case sales equals 288 fluid ounces of finished beverage, the equivalent of 24 twelve ounce servings.

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

Packaged Beverages and Latin America Beverages Sales Volume

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

~~Appliance~~Coffee Systems K-Cup Pod and ~~Pod~~Appliance Sales Volume

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

COMPARABLE RESULTS OF OPERATIONS

As a result of the DPS Merger, in order for management to discuss our results on a comparable basis, we prepared unaudited pro forma condensed combined financial information for the second quarter and first six months of 2018 to illustrate the estimated effects of the DPS Merger, which was consummated on July 9, 2018, based on the historical results of operations of DPS and Maple. See ~~Supplemental Unaudited Pro Forma Condensed Combined Financial Information~~ ~~section at the end of Management's Discussion and Analysis for further information on the assumptions used in the preparation of the financial information.~~

~~Furthermore, management~~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 ~~2019 and on a pro forma basis for 2018 for~~ certain items affecting comparability. See Non-GAAP Financial Measures for further information on the certain items affecting comparability used in the preparation of the financial information. These items are referred to within ~~the~~ ~~Adjusted Results of Operations~~ ~~section, within~~ Management's Discussion and Analysis discussion as Adjusted ~~net sales, Adjusted pro forma net sales, Adjusted~~ income from operations, Adjusted ~~pro forma income from operations, Adjusted interest expense, Adjusted pro forma~~ interest expense, Adjusted provision for income taxes, Adjusted ~~pro forma provision for income taxes, Adjusted~~ net income ~~Adjusted pro forma net income, Adjusted diluted EPS~~ and Adjusted ~~pro forma~~ diluted EPS.

EXECUTIVE SUMMARY

Impact of COVID-19 on our Financial Statements

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

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

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

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

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

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

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

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

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

The following table ~~details~~sets forth our ~~net income, diluted EPS,~~reconciliation of significant COVID-19-related expenses. However, employee compensation expense and employee protection costs, which impact our SG&A expenses and cost of sales, are included as the COVID-19 item affecting comparability and is excluded in our Adjusted ~~net income and Adjusted diluted EPS for second quarter of 2019 and 2018:~~ 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.

Second Quarter Dollar Percent
(in millions, except per share data) 2019 2018 Change Change
Net income attributable to KDP $ 314
$ 83
$ 231
278.3 %
Diluted EPS 0.22
0.10
0.12
120.0
Adjusted net income⁽¹⁾
423
356
67
18.8
Adjusted diluted EPS⁽¹⁾
0.30
0.26
0.04
15.4




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

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


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


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


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


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


(5)	Inventory write-downs include obsolescence charges of $8 million for both the second quarter and first six months of ~~2018, these financial measures were prepared on an adjusted pro forma basis. For a definition~~2020. Impacts cost of ~~these terms and a reconciliation to the most directly comparable GAAP measures, please see~~ ~~Non-GAAP Financial Measures~~ ~~below.~~sales.

Financial Overview

Net ~~income attributable~~sales increased $52 million, or 1.8%, to ~~KDP increased $231 million to $314~~$2,864 million for the second quarter of ~~2019~~2020 compared with $2,812 million in the prior year period. This performance reflected higher volume/mix of 4.3%, reflecting the impact of COVID-19, partially offset by lower net price realization of 1.4% and unfavorable FX translation of 1.1%, primarily in our Latin America Beverages segment.

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

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

Diluted EPS ~~increased 120.0%~~decreased 4.5% to ~~$0.22~~$0.21 per diluted share as compared to ~~$0.10~~$0.22 in the prior ~~year.~~year period.

Adjusted net income advanced 18.8% to $423 million for the second quarter of 2019 as compared to Adjusted pro forma net income of $356 million in the prior period. This performance was driven by growth in Adjusted income from operations, primarily attributable to net productivity and merger synergies partially offset by inflation on input costs and logistics, and lower Adjusted interest expense primarily due to realized gains associated with the termination of certain interest rate swaps and lower indebtedness. Adjusted diluted EPS increased ~~15.4%~~10.0% to ~~$0.30~~$0.33 per diluted share as compared to Adjusted ~~pro forma~~ diluted EPS of ~~$0.26~~$0.30 per diluted share in the prior ~~year.~~year period.

During the first six months of ~~2019,~~2020, we made net repayments of ~~approximately $717~~$316 million related to our commercial paper notes, KDP Revolver, 2019 ~~Notes,~~KDP Term Loan and our ~~term loans~~Notes. Additionally, we repaid $227 million and ~~Commercial Paper.~~added $86 million of structured payables during the first six months of 2020.

~~On May 29,~~In April 2020, we completed a strategic refinancing that extended our debt maturities and enhanced our liquidity profile, including a $1.5 billion senior unsecured notes issuance and the refinancing and upsizing of our 2019 364-Day Credit Agreement. The proactive refinancing, which did not change our total debt balance or deleveraging commitments, increased our liquidity to a level that we ~~entered into~~believe will exceed our near-term liquidity needs, even in the event of a ~~new 364-day credit agreement which provides a commitment for unsecured financing of up to $750 million.~~

~~Recent Developments~~

~~Our Board of Directors declared a quarterly dividend of $0.15 per share on May 3, 2019, which was paid on July 19, 2019 to shareholders of record on July 5, 2019.~~protracted downturn.

RESULTS OF OPERATIONS

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

References in the financial tables to percentage changes that are not meaningful are denoted by ~~"NM."~~"NM". See COVID-19 Pandemic Disclosures for more information about the specific costs related to COVID-19.

~~Table of Contents~~

Second Quarter of ~~2019~~2020 Compared to ~~the~~ Second Quarter of ~~2018~~2019

Consolidated Operations

The following table sets forth our unaudited condensed consolidated results of operations for the second quarter of ~~2019~~2020 and ~~2018:~~2019:

Second Quarter
2019 2018 Dollar Percentage
($ in millions,except per share amounts) Dollars Percent Dollars Percent Change Change
Net sales $ 2,812
100.0 % $ 949
100.0 % $ 1,863
196 %
Cost of sales 1,186
42.2
458
48.3
728
159
Gross profit 1,626
57.8
491
51.7
1,135
231
Selling, general and administrative expenses 1,028
36.6
321
33.8
707
220
Other operating expense, net 11
0.4
3
0.3
8
267
Income from operations 587
20.9
167
17.6
420
251
Interest expense 170
6.0
51
5.4
119
233
Interest expense - related party —
—
26
2.7
(26 ) NM
Other expense (income), net 1
—
(8 ) (0.8 ) 9
NM
Income before provision for income taxes 416
14.8
98
10.3
318
324
Provision for income taxes 102
3.6
13
1.4
89
685
Net income 314
11.2
85
9.0
229
269
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards —
—
2
0.2
(2 ) NM
Net income attributable to KDP $ 314
11.2 % $ 83
8.7 % $ 231
278

Earnings per common share:

Basic $ 0.22
$ 0.10
0.12
120.0 %
Diluted 0.22
0.10
0.12
120.0 %
Weighted average common shares outstanding:
Basic 1,406.7
790.5

Diluted 1,419.2
790.5

Effective tax rate 24.5 % NM
13.3 % NM
NM
NM

~~Net Sales.~~Net sales increased $1,863 million for the second quarter of 2019 compared with the second quarter of 2018. The primary driver of the increase in net sales was the $1,822 million of sales acquired as a result of the DPS Merger.

~~Gross Profit.~~Gross profit increased $1,135 million for the second quarter of 2019 compared with the second quarter of 2018. Gross margin of 57.8% for the second quarter of 2019 was significantly improved compared to the 51.7% gross margin for the second quarter of 2018. The primary driver of the change in gross profit was incremental gross profit we acquired as a result of the consummation of the DPS Merger.

~~Selling, General and Administrative Expenses.~~ Selling, general and administrative ("SG&A") expenses increased $707 million for the second quarter of 2019 compared with the second quarter of 2018. The primary driver of the increase in SG&A expenses was the impact of the DPS Merger, which includes acquired operating costs associated with the integration of DPS and Keurig.

~~Income from Operations.~~Income from operations increased $420 million to $587 million for the second quarter of 2019 due to the increase in gross profit partially offset by an increase in SG&A expenses, driven by the DPS Merger.

~~Interest Expense.~~Interest expense increased $119 million for the second quarter of 2019 compared with the second quarter of 2018 due primarily to the assumption of the existing senior unsecured notes and increased borrowings as a result of the DPS Merger, which was partially offset by the impact of the net repayments related to our 2019 Notes, our term loans and Commercial Paper.



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

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

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

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~~Interest Expense - Related Party.~~Sales volume. ~~Interest expense - related party decreased $26~~The following table sets forth changes in sales volume for the second quarter of 2020 compared to the prior year period:



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

Net Sales.Net sales increased $52 million, or 1.8%, to $2,864 million for the second quarter of ~~2019~~2020 compared with $2,812 million in the prior year period. This performance reflected higher volume/mix of 4.3%, reflecting the impact of COVID-19, partially offset by lower net price realization of 1.4% and unfavorable FX translation of 1.1%, primarily in our Latin America Beverages segment.

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

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

Other operating (income) expense, net.Other operating (income) expense, net had a favorable change of $11 million for the second quarter of 2020 compared with the second quarter of ~~2018 as~~2019, primarily due to a charge related to the renegotiation of a distribution contract in the prior year period.

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

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

Other (income) expense, net. Other (income) expense, net had a favorable change of $5 million for the ~~related party term loans into additional paid in capital during the third~~second quarter of ~~2018.~~2020 compared with the prior year period, primarily driven by reduced losses from equity-method investees. Beginning in the second quarter of 2020, we discontinued recognizing our share of losses related to Bedford as the investment's carrying value is zero.

Effective Tax Rate. The effective tax rates for the second quarter of 2020 and 2019 were 26.6% and ~~2018 were~~ 24.5% ~~and 13.3%~~, respectively. For the second quarter of ~~2019,~~2020, the provision for income taxes was higher than the second quarter of ~~2018~~2019 primarily due to the ~~benefit received from the one time transition tax related to the TCJA~~benefits recognized in the second quarter of ~~2018. See Note 6~~2019 related to a decrease in the valuation of our deferred tax liabilities and the ~~Notes to our Unaudited Condensed Consolidated Financial Statements for additional information.~~decrease of income tax reserves.

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Adjusted Results of Operations

The following table sets forth certain unaudited condensed consolidated adjusted results of operations for the second quarter of ~~2019~~2020 and ~~2018:~~2019:

Second Quarter Dollar Percent
(in millions, except per share amounts) 2019 2018 Change Change
Adjusted net sales⁽¹⁾
$ 2,812
$ 2,822
$ (10 ) (0.4 )%
Adjusted income from operations⁽¹⁾
702
640
62
9.7
Adjusted interest expense⁽¹⁾
138
175
(37 ) (21.1 )
Adjusted provision for income taxes⁽¹⁾
142
115
27
23.5
Adjusted net income⁽¹⁾
423
356
67
18.8
Adjusted diluted EPS⁽¹⁾
0.30
0.26
0.04
15.4

Adjusted diluted weighted average shares⁽¹⁾
1,419.2
1,386.5

Adjusted operating margin⁽¹⁾
25.0 % 22.7 % 230 bps
Adjusted effective tax rate⁽¹⁾
25.1 % 24.4 %


~~(1)~~	These adjusted measures are non-GAAP financial measures. For the second quarter of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of this term and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

~~Adjusted Net Sales.~~ Adjusted net sales decreased $10 million, or 0.4%, to $2,812 million for the second quarter of 2019 as compared to Adjusted pro forma net sales of $2,822 million for the second quarter of 2018. This performance reflected strong underlying net sales growth of 2.6%, driven by higher volume/mix of 2.1% and net price realization of 0.5%, as well as a 0.2% benefit from the shift of Easter into the second quarter of 2019. More than offsetting these positive drivers was the expected unfavorable impacts of 3.0% related to changes in our Allied Brands portfolio, as well as unfavorable foreign currency translation of 0.2%.



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

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

Adjusted Income from Operations. Adjusted income from operations increased ~~$62~~$73 million, or ~~9.7%~~10.4%, to ~~$702~~$775 million for the second quarter of 2020 as compared to Adjusted ~~pro forma~~ income from operations of ~~$640~~$702 million in the ~~second quarter of 2018. This strong growth was despite comparison to the~~ prior year quarter that included a $16 million gain on the acquisition of Big Red and a $5 million one-time reimbursement from a resin supplier, which reduced the year-over-year growth rate by more than three percentage points.period. Driving ~~the~~this performance in the quarter were ~~strong~~the reduction of our marketing expense, productivity and merger synergies, ~~both of which benefitted SG&A~~ and ~~cost of sales, and growth in underlying net sales,~~volume/mix growth. These increases were partially offset by ~~inflation in input~~lower net price realization, $12 million of COVID-19 charges and higher operating costs ~~led by packaging and logistics.~~associated with increased consumer retail demand for our products. Adjusted operating margin grew ~~230~~210 bps versus the year ago period to ~~25.0% in the second quarter of 2019.~~27.1%.

Adjusted Interest Expense. Adjusted interest expense ~~decreased $37~~increased $7 million, or ~~21.1%~~5.1%, to ~~$138~~$145 million for the second quarter of ~~2019~~2020 compared to Adjusted ~~pro forma~~ interest expense of ~~$175~~$138 million in the prior ~~year.~~year period. This change was primarily the result of a $13 million benefit from unwinding interest rate swap contracts in the prior year period and amortization of deferred financing costs associated with the bond issuance in April 2020, partially offset by the benefit of lower indebtedness due to continued ~~deleveraging, realized gains associated with the termination of certain interest rate swaps and realized gains on existing interest rate swaps.~~deleveraging.

Adjusted Effective Tax Rate. The Adjusted effective tax rate increased ~~0.7 points~~90 bps to ~~25.1%~~26.0% for the second quarter of ~~2019~~2020, compared to Adjusted ~~pro forma~~ effective tax rate of ~~24.4%~~25.1% in the prior year. This increase in our Adjusted effective tax rate was primarily due to the ~~loss~~decrease in benefit received from the revaluation of our deferred tax ~~benefits associated with~~liabilities and the ~~U.S. domestic manufacturing deduction~~decrease of income tax reserves in the second quarter of 2019.

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

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

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Results of Operations by Segment

The following tables set forth net sales and income from operations for our segments for the second quarter of ~~2019~~2020 and ~~2018,~~2019, as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP:


	Second Quarter				Second Quarter
(in millions)	2019		2018		2020			2019
Segment Results — Net sales
Coffee Systems	$	990	$	949	$	1,043		$	990
Packaged Beverages	1,311		—		1,392			1,311
Beverage Concentrates	370		—		309			370
Latin America Beverages	141		—		120			141
Net sales	$	2,812	$	949	$	2,864		$	2,812

	Second Quarter				Second Quarter
(in millions)	2019		2018		2020			2019
Segment Results — Income from Operations
Coffee Systems	$	287	$	274	$	290		$	287
Packaged Beverages	186		—		208			186
Beverage Concentrates	244		—		220			244
Latin America Beverages	26		—		21			26
Total income from operations	743		274
Unallocated corporate costs	156		107		(178		)	(156		)
Income from operations	$	587	$	167	$	561		$	587

COFFEE SYSTEMS

The following table ~~details~~provides selected information about our Coffee Systems segment's ~~net sales, income from operations, operating margin, Adjusted net sales, Adjusted income from operations and Adjusted operating margin for the second quarter of 2019 and 2018:~~results:


	Second Quarter						Dollar		Percent		Second Quarter						Dollar		Percent
(in millions)	2019			2018			Change		Change		2020			2019			Change		Change
Net sales	$	990		$	949		$	41	4.3	%	$	1,043		$	990		$	53	5.4	%
Income from operations	287			274			13		4.7		290			287			3		1.0
Operating margin	29.0		%	28.9		%			10 bps		27.8		%	29.0		%			(120 bps)
Adjusted income from operations⁽¹⁾	331			306			25		8.2		$	363		$	331		$	32	9.7	%
Adjusted operating margin⁽¹⁾	33.4		%	32.2		%			120 bps		34.8		%	33.4		%			140 bps


~~(1)~~	Adjusted income from operations is a non-GAAP financial measure. For the second quarter of 2018, this financial measure was prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

Sales Volume. ~~The volume/mix~~Volume growth for the Coffee Systems segment ~~was driven by a 12.8% increase in~~reflected strong K-Cup pod volume ~~and a 19.4% increase in brewer volume, partially offset by unfavorable pod sales mix, primarily~~growth of 9.5% reflecting the impact of COVID-19. Brewer volume increased 11.6% in the quarter, despite a comparison to 19.4% growth in the year-ago period, reflecting successful innovation introduced over the past 12 months and investments to drive household penetration. Also benefitting the brewer comparison was the expected shift of ~~branded partners in~~shipments into the second quarter, ~~of 2019.~~due to COVID-19-related pressure on brewer supply from Asia.

Net Sales. Net sales increased ~~4.3%~~5.4% to ~~$990~~$1,043 million for the second quarter of ~~2019~~2020 compared to net sales of ~~$949~~$990 million in the ~~second quarter of 2018 due to~~prior year period, driven by strong volume/mix growth of 8.3%, which was driven by sales volume growth. This growth was partially offset by lower net price realization of ~~3.5% and unfavorable foreign currency~~2.5%, resulting from strategic price investments. Unfavorable FX translation ~~of 0.5%~~also impacted the period by 0.4%.

Income from Operations. Income from operations increased ~~$13~~$3 million, or ~~4.7%~~1.0%, to ~~$287~~$290 million for the second quarter of ~~2019,~~2020, compared ~~with~~to $287 million for the ~~second quarter~~prior year period, driven by strong volume/mix growth, productivity and merger synergies, which impacted both cost of ~~2018, primarily reflecting the benefits of productivity, net~~ sales ~~growth~~ and ~~lower administrative expenses. Partially offsetting these growth drivers were~~SG&A, a reduction in expenses associated with ~~our~~ productivity projects and ~~inflation~~a decrease in ~~input costs, led~~other operating costs. These impacts were partially offset by ~~packaging~~strategic pricing, an increase in our litigation reserve and ~~logistics.~~$17 million in COVID-19 charges. Operating margin ~~grew 10 basis points ("bps")~~declined 120 bps versus the year ago period to ~~29.0% for the second quarter of 2019.~~27.8%.

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Adjusted Income from Operations. Adjusted income from operations increased ~~$25~~$32 million, or ~~8.2%~~9.7%, to ~~$331~~$363 million for the second quarter of ~~2019,~~2020, compared with Adjusted ~~pro forma~~ income from operations of ~~$306~~$331 million for the ~~second quarter of 2018, primarily reflecting the benefits of~~prior year period, driven by strong volume/mix growth, continued productivity and ~~strong growth in pod~~merger synergies, which impacted both SG&A and cost of sales, partially offset by ~~inflation~~strategic pricing and $8 million in ~~packaging and logistics.~~COVID-19 charges. Adjusted operating margin ~~grew 120~~increased 140 bps versus the year ago period to ~~33.4%~~34.8%.

PACKAGED BEVERAGES

The following table ~~details~~provides selected information about our Packaged Beverages segment's ~~net sales, income from operations, Adjusted net sales, Adjusted income from operations and Adjusted operating margin for the second quarter of 2019 and 2018:~~results:


	Second Quarter						Dollar			Percent		Second Quarter						Dollar		Percent
(in millions)	2019			2018			Change			Change		2020			2019			Change		Change
Net sales	$	1,311		$	—		$	1,311		NM		$	1,392		$	1,311		$	81	6.2	%
Income from operations	186			—			186			NM		208			186			22		11.8	%
Adjusted net sales⁽¹⁾	1,311			1,378			(67		)	(4.9	)%
Operating margin												14.9		%	14.2		%			70 bps
Adjusted income from operations⁽¹⁾	190			161			29			18.0		$	269		$	190		$	79	41.6	%
Adjusted operating margin⁽¹⁾	14.5		%	11.7		%				280 bps		19.3		%	14.5		%			480 bps


~~(1)~~	Adjusted net sales and Adjusted income from operations are non-GAAP financial measures. For the second quarter of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

Sales Volume. Sales volume for the second quarter of ~~2019 were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Sales Volume.~~ ~~Adjusted sales volume for the second quarter of 2019 declined 4.6%~~2020 increased 8.2% due primarily to the net ~~unfavorable impact~~benefits of ~~changes~~COVID-19, as strength in ~~our Allied Brands portfolio~~CSDs, juice and ~~lower CSD volume,~~juice drinks and apple sauce were partially offset by ~~growth of Core Hydration~~lower volume in water (enhanced and ~~higher volume from contract manufacturing.~~premium) and teas. Contract manufacturing also contributed to the increase during the quarter.

Net Sales. Net sales ~~of $1,311~~increased 6.2% to $1,392 million for the second quarter of ~~2019 were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Net Sales.~~ ~~Adjusted net sales decreased 4.9% to $1,311 million,~~2020, compared with ~~Adjusted pro forma~~ net sales of ~~$1,378~~$1,311 million in the ~~second quarter of 2018, reflecting underlying net sales growth of 1.0%,~~prior year period, driven by higher volume/mix of 6.6%, reflecting the impact of COVID-19, and lower net price realization of ~~2.0% from pricing actions taken late in 2018 partially offset~~0.3%. Unfavorable FX translation also impacted the period by lower volume/mix of 1.0%, as well as a 0.5% benefit from the shift of Easter into the second quarter of 2019. More than offsetting these growth drivers was the expected unfavorable impacts of 6.3% from changes in the Allied Brands portfolio, as well as unfavorable foreign currency translation of 0.1%.

Income from Operations. Income from operations ~~was $186~~increased $22 million, or 11.8%, to $208 million for the second quarter of ~~2019, which~~2020, compared with $186 million for the prior year period, reflecting higher volume/mix, continued productivity and merger synergies and a reduction in our marketing expense. These growth drivers were ~~wholly incremental~~partially offset by $54 million in COVID-19 charges and higher manufacturing and operating costs, such as ~~a result of~~logistics and labor, associated with the DPS Merger, as net sales were reduced by cost of sales and SG&A expenses. Cost of sales were primarily comprised of ingredients and packaging costs and other manufacturing costs. SG&A expenses were primarily comprised of people costs, marketing investments and logistics expense.strong consumer demand. Operating margin grew 70 bps versus the year ago period to 14.9%

Adjusted Income from Operations. Adjusted income from operations increased ~~$29~~$79 million, or ~~18.0%~~41.6%, to ~~$190~~$269 million for the second quarter of ~~2019,~~2020, compared with Adjusted ~~pro forma~~ income from operations of ~~$161~~$190 million for the ~~second quarter of 2018,~~prior year period, largely ~~reflecting~~driven by strong volume/mix, a reduction in our marketing expense and continued productivity and merger ~~synergies, as well as timing of marketing investments.~~synergies. These growth drivers were partially offset by inflation ~~particularly~~ in ~~packaging~~input costs and logistics and an increase in other manufacturing ~~input~~ costs. Adjusted operating margin grew ~~280~~480 bps versus the year ago period to ~~14.5%~~19.3%.

BEVERAGE CONCENTRATES

The following table ~~details~~provides selected information about our Beverage Concentrates segment's ~~net sales, income from operations, Adjusted net sales, Adjusted income from operations and Adjusted operating margin for the second quarter of 2019 and 2018:~~results:

Second Quarter Dollar Percent
(in millions) 2019 2018 Change Change
Net sales $ 370
$ —
$ 370
NM
Income from operations 244
—
244
NM
Adjusted net sales⁽¹⁾
370
359
11
3.1 %
Adjusted income from operations⁽¹⁾
246
236
10
4.2
Adjusted operating margin⁽¹⁾
66.5 % 65.7 % 80 bps


~~(1)~~	Adjusted net sales and Adjusted income from operations are non-GAAP financial measures. For the second quarter of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

~~Table of Contents~~



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

Sales volume. Sales volume for the second quarter of ~~2019 were wholly incremental as a result~~2020 decreased 10.5%, primarily reflecting the impact of ~~the DPS Merger.~~

~~Adjusted sales volume.~~ ~~Adjusted sales volume for the second quarter of 2019 declined 1.0% due to CSD category volume declines.~~COVID-19.

Net Sales. Net sales ~~were $370~~decreased 16.5% to $309 million for the second quarter of ~~2019, which were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Net Sales.~~ ~~Adjusted net sales increased 3.1%~~2020 compared to $370 million for the ~~second~~prior year period, driven by unfavorable volume/mix of 11.4% primarily reflecting a significant impact on our fountain foodservice business, as demand was significantly impacted in the quarter ~~of 2019, compared with Adjusted pro forma net sales of $359 million for the second quarter of 2018, driven by~~due to COVID-19 and shelter in place guidelines. Lower net price realization of ~~4.4%~~4.8%, ~~partially offset~~primarily driven by ~~lower volume/mix~~the annual true-ups of ~~1.1%~~our prior year estimated customer incentive liability, and unfavorable foreign currency translation of ~~0.2%.~~0.3% also drove the decrease in net sales.

Income from Operations. Income from operations ~~was $244~~decreased $24 million, or 9.8%, to $220 million for the second quarter of ~~2019, which was wholly incremental~~2020 compared to $244 million for the prior year period. This performance reflected the net sales decline partially offset by a reduction in marketing expense. Operating margin grew 530 bps from versus the year ago period to 71.2%.

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

LATIN AMERICA BEVERAGES

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



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

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

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

Income from Operations. Income from operations decreased 19.2% to $21 million for the ~~DPS Merger, as~~second quarter of 2020 compared to $26 million for the prior year period, driven by unfavorable FX effects (FX transaction and translation), the comparison to a real estate gain in the prior year and unfavorable volume/mix, partially offset by higher net ~~sales were reduced by SG&A expenses~~price realization, continued productivity and ~~cost of sales. SG&A expenses were primarily comprised of~~a reduction in our marketing ~~investments and people costs. Cost of sales were primarily comprised of ingredients and packaging costs and other manufacturing costs.~~expense. Operating margin decreased 90 bps versus the year ago period to 17.5%.

Adjusted Income from Operations. Adjusted income from operations increased ~~$10~~$3 million, or ~~4.2%~~15.0%, to ~~$246~~$23 million for the second quarter of ~~2019~~2020, compared with Adjusted ~~pro forma~~ income from operations of ~~$236~~$20 million ~~for~~in the ~~second quarter of 2018.~~prior year period. This performance reflected ~~the growth~~higher net price realization, continued productivity and a reduction in ~~Adjusted net sales.~~our marketing expense, partially offset by unfavorable FX transaction impact and unfavorable volume/mix. Adjusted operating margin ~~grew 80~~increased 500 bps versus the year ago period to ~~66.5%.~~

~~LATIN AMERICA BEVERAGES~~

The following table details our Latin America Beverages segment's net sales, income from operations, Adjusted net sales, Adjusted income from operations and Adjusted operating margin for the second quarter of 2019 and 2018:

Second Quarter Dollar Percent
(in millions) 2019 2018 Change Change
Net sales $ 141
$ —
$ 141
NM
Income from operations 26
—
26
NM
Adjusted net sales⁽¹⁾
141
136
5
3.7 %
Adjusted income from operations⁽¹⁾
20
26
(6 ) (23.1 )%
Adjusted operating margin⁽¹⁾
14.2 % 19.1 % (490) bps


~~(1)~~	Adjusted net sales and Adjusted income from operations are non-GAAP financial measures. For the second quarter of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

~~Sales Volume.Sales volume for the second quarter of 2019 were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Sales Volume.~~ ~~Adjusted sales volume for the second quarter of 2019 declined 3.7% due to the exit of our Aguafiel bulk water business of 4.7% and an increase of 1.0% in the balance of the portfolio.~~

~~Net Sales.Net sales were $141 million for the second quarter of 2019, which were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Net Sales.~~ Adjusted net sales increased 3.7% to $141 million for the second quarter of 2019, compared with Adjusted pro forma net sales of $136 million for the second quarter of 2018, driven by higher net price realization of 3.8% from pricing actions taken in 2018 and favorable foreign currency translation of 1.3%, partially offset by unfavorable volume/mix of 1.4%.

~~Income from Operations~~. Income from operations was $26 million for the second quarter of 2019, which was wholly incremental as a result of the DPS Merger, as net sales were reduced by cost of sales and SG&A expenses. Cost of sales were primarily comprised of ingredients and packaging costs and other manufacturing costs. SG&A expenses were primarily comprised of logistics expense, people costs and marketing investments.

~~Adjusted Income from Operations.~~ Adjusted income from operations decreased $6 million, or 23.1%, to $20 million for the second quarter of 2019, compared with Adjusted pro forma income from operations of $26 million for the second quarter of 2018. This performance reflected the benefit of net sales growth and productivity, which were more than offset by inflation in logistics and input costs, as well as the comparison to a $5 million benefit in the second quarter of 2018 related to a previous reimbursement by a resin supplier. Adjusted operating margin declined 490 bps versus the year ago period to 14.2%19.2%.

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First Six Months of ~~2019~~2020 Compared to First Six Months of ~~2018~~2019

Consolidated Operations

The following table sets forth our unaudited condensed consolidated results of operations for the first six months of ~~2019~~2020 and ~~2018:~~2019:


	First Six Months
	2019				2018				Dollar			Percentage		First Six Months						Dollar			Percentage
($ in millions, except per share amounts)	Dollars		Percent		Dollars		Percent		Change			Change		2020			2019			Change			Change
Net sales	$	5,316	100.0	%	$	1,897	100.0	%	$	3,419		180.2	%	$	5,477		$	5,316		$	161		3.0	%
Cost of sales	2,292		43.1		925		48.8		1,367			147.8		2,463			2,292			171			7.5
Gross profit	3,024		56.9		972		51.2		2,052			211.0		3,014			3,024			(10		)	(0.3	)
Selling, general and administrative expenses	1,939		36.5		621		32.7		1,318			212.0		2,029			1,939			90			4.6
Other operating expense, net	—		—		6		0.3		(6		)	NM
Other operating (income) expense, net														(42		)	—			(42		)	NM
Income from operations	1,085		20.4		345		18.2		740			214.0		1,027			1,085			(58		)	(5.3	)
Interest expense	339		6.4		49		2.6		290			NM		310			339			(29		)	(8.6	)
Interest expense - related party	—		—		51		5.5		(51		)	NM
Loss on early extinguishment of debt	9		0.2		2		0.1		7			NM		4			9			(5		)	(55.6	)
Other expense (income), net	6		0.1		5		0.3		1			NM
Impairment on investment and note receivable														86			—			86			NM
Other (income) expense, net														16			6			10			NM
Income before provision for income taxes	731		13.8		238		12.5		493			207.0		611			731			(120		)	(16.4	)
Provision for income taxes	187		3.5		64		3.4		123			192.0		157			187			(30		)	(16.0	)
Net income	544		10.2		174		9.2		370			213.0		$	454		$	544		(90		)	(16.5	)
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—		—		3		0.2		(3		)	NM
Net income attributable to KDP	$	544	10.2	%	$	171	9.0	%	373			218.0

Earnings per common share:
Basic	$	0.39			$	0.21			$	0.18		86.0	%	$	0.32		$	0.39		$	(0.07	)	(17.9	)%
Diluted	0.38				0.21				0.17			81.0		0.32			0.38			(0.06		)	(15.8	)
Weighted average common shares outstanding:
Basic	1,406.5				790.5
Diluted	1,418.5				790.5

Gross margin														55.0		%	56.9		%				(190 bps)
Operating margin														18.8		%	20.4		%				(160 bps)
Effective tax rate	25.6				26.9									25.7		%	25.6		%				10 bps

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



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

Net Sales. Net sales increased ~~$3,419~~$161 million, or ~~approximately 180%~~3.0%, to $5,477 million for the first six months of ~~2019~~2020 compared ~~with~~to $5,316 million in the ~~first six months~~prior year period. This performance reflected higher volume/mix of ~~2018. The primary factor~~4.7%, reflecting the impact of ~~the increase~~COVID-19, partially offset by lower net price realization of 1.0% and unfavorable foreign currency translation of 0.7%, primarily in ~~net sales was the $3,358 million of sales acquired as a result of the DPS Merger.~~our Latin America Beverages segment.

Gross Profit. Gross profit ~~increased $2,052~~decreased $10 million, or 0.3%, to $3,014 million for the first six months of ~~2019~~2020 compared ~~with~~to $3,024 million in the ~~first six months~~prior year period. This performance primarily reflected unfavorable net price realization, an unfavorable change in commodity mark-to-market impacts, $27 million in COVID-19 charges, tariffs and an increase in other manufacturing costs. These decreases were partially offset by the impact of ~~2018.~~higher volume/mix and productivity and merger synergies. Gross margin ~~of 56.9% for~~decreased 190 bps versus the first six months of 2019 significantly improved from the 51.2% gross margin for the first six months of 2018. The primary driver of the change was the incremental gross profit we acquired as a result of the consummation of the DPS Merger.year ago period to 55.0%.

Selling, General and Administrative Expenses. SG&A expenses increased ~~$1,318~~$90 million, or 4.6%, to $2,029 million for the first six months of ~~2019~~2020 compared ~~with~~to $1,939 million in the ~~first six months of 2018.~~prior year period. The ~~primary driver of~~increase was driven by $63 million in COVID-19 charges, the ~~increase~~unfavorable change in ~~SG&A expenses was the impact of the DPS Merger, which includes acquired operating costs and restructuring~~commodity mark-to-market impacts, expenses associated with ~~the~~productivity and integration ~~of DPS and Keurig.~~

~~Income from Operations.~~ ~~Income from operations increased $740 million to $1,085 million~~projects, an increase in our litigation reserve for the ~~first six months of 2019 due to~~antitrust litigation and higher operating costs, such as logistics and labor, associated with the ~~increase in gross profit~~strong consumer demand. These increases were partially offset by ~~an increase~~strong productivity and merger synergies and a reduction in ~~SG&A expenses, driven by~~our marketing expense. See Note 14 of the ~~DPS Merger.~~Notes to our Unaudited Condensed Consolidated Financial Statements for more information related to the antiitrust litigation.

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~~Interest Expense.~~Other Operating (Income) Expense, net. ~~Interest expense increased $290~~Other operating income, net had a favorable change of $42 million for the first six months of ~~2019~~2020 compared ~~with the first six months of 2018 due primarily~~ to the ~~increased borrowings and assumption~~prior year period due to the network optimization program gain of $42 million on the ~~existing senior unsecured notes as a result~~asset sale-leaseback of four facilities in the ~~DPS Merger and the impact of our interest rate derivative instruments, which was partially offset by the impact of the net repayments related to our 2019 Notes, our term loans and Commercial Paper.~~current year.

~~Interest Expense - Related Party.~~Income from Operations. ~~Interest expense - related party~~Income from operations decreased ~~$51~~$58 million, or 5.3%, to $1,027 million for the first six months of ~~2019~~2020 compared ~~with~~to $1,085 million in the prior year period due to the increase in SG&A expenses partially offset by a favorable change in other operating (income) expense, net. Operating margin declined 160 bps versus the year ago period to 18.8%.

Interest Expense.Interest expense decreased $29 million, or 8.6%, to $310 million for the first six months of ~~2018 as a~~2020 compared to $339 million for the prior year period. This change was primarily the result of the ~~capitalization~~benefit of lower indebtedness due to continued deleveraging.

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

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

Effective Tax Rate. The effective tax rates for the first six months of 2020 and 2019 were 25.7% and ~~2018 were~~ 25.6% ~~and 26.9%~~, respectively. The decrease in our effective tax rate was primarily due to a reduction in the U.S. federal tax rate from 24.5% to 21.0% and exclusion of DPS Merger related non-deductible transaction costs offset by the elimination of the domestic manufacturing deduction. Refer to Note 6 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.

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

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

Adjusted Results of Operations

The following table sets forth certain unaudited condensed consolidated adjusted results of operations for the first six months of ~~2019~~2020 and ~~2018:~~2019:

For the First Six Months Dollar Percent
(in millions, except per share amounts) 2019 2018 Change Change
Adjusted net sales⁽¹⁾
$ 5,316
$ 5,355
$ (39 ) (0.7 )%
Adjusted income from operations⁽¹⁾
1,323
1,202
121
10.1
Adjusted interest expense⁽¹⁾
262
341
(79 ) (23.2 )
Adjusted provision for income taxes⁽¹⁾
270
218
52
23.9
Adjusted net income⁽¹⁾
785
612
173
28.3
Adjusted diluted EPS⁽¹⁾
0.55
0.44
0.11
25.0

Adjusted diluted weighted average shares⁽¹⁾
1,418.5
1,386.5

Adjusted operating margin⁽¹⁾
24.9 % 22.4 % 250 bps
Adjusted effective tax rate⁽¹⁾
25.6 % 26.3 %


~~(1)~~	These adjusted measures are non-GAAP financial measures. For the first six months of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of this term and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

~~Adjusted Net Sales.~~ Adjusted net sales decreased $39 million, or 0.7%, to $5,316 million for the first six months of 2019 as compared to Adjusted pro forma net sales of $5,355 million for the first six months of 2018. This performance reflected strong underlying net sales growth of 2.4%, driven by higher volume/mix of 1.6% and net price realization of 0.8%, more than offset by the expected unfavorable impacts related to changes in our Allied Brands portfolio of 2.8%. Unfavorable foreign currency translation also impacted the period by 0.3%.



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

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

Adjusted Income from Operations. Adjusted income from operations increased ~~$121~~$136 million, or ~~10.1%~~10.3%, to ~~$1,323~~$1,459 million for the first six months of 2020 compared to Adjusted ~~pro forma~~ income from operations of ~~$1,202~~$1,323 million in the prior ~~year. This~~year period. Driving this performance ~~primarily reflected strong~~in the current period were productivity and merger synergies, ~~both of~~ which ~~benefitted~~impacted both SG&A and cost of sales, ~~as well as favorable timing~~higher volume/mix, a reduction in our marketing ~~spending.~~expense and a network optimization program gain of $42 million on the asset-sale leaseback of four facilities. Partially offsetting these ~~growth~~positive drivers were ~~inflation in input~~$22 million of additional COVID-19 charges, tariffs and higher manufacturing and operating costs, ~~led by packaging, and~~such as logistics and labor, associated with the ~~comparison to a $16 million gain in the prior year from the remeasurement of our equity investment in Big Red and a $5 million one-time reimbursement from a resin supplier.~~strong consumer demand. Adjusted operating margin grew ~~250~~170 bps versus the year ago period to ~~24.9% in the first six months of 2019.~~26.6%.

Adjusted Interest Expense. Adjusted interest expense ~~decreased $79~~increased $3 million, or ~~23.2%~~1.1%, to ~~$262~~$265 million for the first six months of ~~2019~~2020 compared to Adjusted ~~pro forma~~ interest expense of ~~$341~~$262 million in the prior ~~year.~~year period. This change was ~~primarily~~ the result of a $27 million unfavorable comparison between the gains recorded in each year for unwinding several interest rate swap contracts and amortization of deferred financing costs associated with the bond issuance in April 2020, partially offset by the benefit of lower indebtedness ~~due to~~resulting from continued ~~deleveraging, realized gains associated with the termination of certain interest rate swaps and the benefit of lower interest rates as a result of our existing interest rate swaps.~~deleveraging.

Adjusted Effective Tax Rate. The Adjusted effective tax rate ~~decreased 0.7 points to~~remained constant at 25.6% for the first six months of ~~2019 compared~~2020 to ~~Adjusted pro forma effective tax rate~~the first six months of 26.3% in the prior year. This improvement in our Adjusted effective tax rate was primarily due to a reduction in the U.S. federal tax rate from 24.5% to 21.0%, partially offset by the loss of tax benefits associated with the U.S. domestic manufacturing deduction in 2019.

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

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

Results of Operations by Segment

The following tables set forth net sales and income from operations for our segments for the first six months of ~~2019~~2020 and ~~2018,~~2019, as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP:


(in millions)	First Six Months				First Six Months
Segment Results — Net sales	2019		2018		2020			2019
Coffee Systems	$	1,958	$	1,897	$	2,016		$	1,958
Packaged Beverages	2,427		—		2,609			2,427
Beverage Concentrates	674		—		615			674
Latin America Beverages	257		—		237			257
Net sales	$	5,316	$	1,897	$	5,477		$	5,316

	First Six Months				First Six Months
(in millions)	2019		2018		2020			2019
Segment Results — Income from Operations
Coffee Systems	$	580	$	531	$	562		$	580
Packaged Beverages	335		—		397			335
Beverage Concentrates	445		—		417			445
Latin America Beverages	37		—		48			37
Total income from operations	1,397		531
Unallocated corporate costs	312		186		(397		)	(312		)
Income from operations	$	1,085	$	345	$	1,027		$	1,085

COFFEE SYSTEMS



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

Sales Volume. The volume growth in the first six months of ~~2019 and 2018:~~

For the First Six Months Dollar Percent
(in millions) 2019 2018 Change Change
Net sales $ 1,958
$ 1,897
$ 61
3.2 %
Income from operations 580
531
49
9.2
Operating margin 29.6 % 28.0 % 160 bps
Adjusted net sales⁽¹⁾
1,958
1,901
57
3.0
Adjusted income from operations⁽¹⁾
666
618
48
7.8
Adjusted operating margin⁽¹⁾
34.0 % 32.5 % 150 bps


~~(1)~~	Adjusted net sales and Adjusted income from operations are non-GAAP financial measures. For the first six months of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

~~Sales Volume.~~ ~~The volume/mix growth~~2020 compared to the prior year period for the Coffee Systems segment reflected ~~a 9.8% increase in~~strong K-Cup pod volume ~~and a 16.4% increase in brewer volume, partially offset by unfavorable pod sales mix, primarily~~growth of 7.6% reflecting the impact of COVID-19. Brewer volume ~~growth of branded partners and private label in~~increased 5.8% the first six months of ~~2019.~~2020, despite a comparison to 16.4% growth in the year-ago period, reflecting successful innovation introduced over the past 12 months and investments to drive household penetration.

Net Sales. Net sales increased ~~3.2%~~$58 million, or 3.0%, to ~~$1,958~~$2,016 million for the first six months of ~~2019~~2020 compared to $1,958 million for the ~~first six months of 2018~~prior year period due to volume/mix growth of ~~6.7%~~6.0%, which was driven by sales volume growth partially offset by lower net price realization of 2.9%~~, reflecting~~. Unfavorable FX translation also impacted the ~~continued moderation in strategic pod pricing investments and unfavorable foreign currency translation of 0.6%.~~

~~Adjusted Net Sales.~~ ~~Adjusted net sales increased 3.0% to $1,958 million for the first six months of 2019 compared to the first six months of 2018 due to volume/mix growth of 6.7%, partially offset~~period by ~~lower net price realization of 3.1%, reflecting the continued moderation in strategic pod pricing investments and unfavorable foreign currency translation of 0.6%~~0.1%.

Income from Operations. Income from operations ~~increased $49~~decreased $18 million, or 3.1%, to $562 million for the first six months of ~~2019,~~2020, compared to $580 million in the prior year period, driven by strategic pricing, expenses associated with ~~the first six months of 2018, primarily reflecting the benefits of~~ productivity projects, $19 million in COVID-19 charges, tariffs and an increase in our litigation reserve. These impacts were partially offset by ~~inflation in input costs, led by packaging~~strong productivity and ~~logistics.~~merger synergies, which impacted both cost of sales and SG&A, strong volume/mix growth and a network optimization program gain of $16 million on an asset sale-leaseback of a manufacturing facility. Operating margin ~~grew 160~~declined 170 bps versus the year ago period to ~~29.6%~~27.9%.

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Adjusted Income from Operations. Adjusted income from operations increased ~~$48~~$44 million, or ~~7.8%~~6.6%, to ~~$666~~$710 million for the first six months of ~~2019,~~2020, compared ~~with Adjusted pro forma income from operations~~to $666 million in the prior year period, driven by continued productivity and merger synergies, which impacted both cost of ~~$618~~sales and SG&A, strong volume/mix and a network optimization program gain of $16 million ~~for the first six months~~on an asset sale-leaseback of ~~2018, primarily reflecting the benefits of productivity, partially offset by inflation in input costs, led by packaging,~~a manufacturing facility. Partially offsetting these factors was strategic pricing and ~~logistics.~~tariffs. Adjusted operating margin grew ~~150~~120 bps versus the year ago period to ~~34.0%~~35.2%.

PACKAGED BEVERAGES


	For the First Six Months						Dollar			Percent		First Six Months						Dollar		Percent
(in millions)	2019			2018			Change			Change		2020			2019			Change		Change
Net sales	$	2,427		$	—		$	2,427		NM		$	2,609		$	2,427		$	182	7.5	%
Income from operations	335			—			335			NM		397			335			62		18.5
Adjusted net sales⁽¹⁾	2,427			2,556			(129		)	(5.0	)%
Operating margin												15.2		%	13.8		%			140 bps
Adjusted income from operations⁽¹⁾	350			321			29			9.0		472			350			122		34.9
Adjusted operating margin⁽¹⁾	14.4		%	12.6		%				180 bps		18.1		%	14.4		%			370 bps


~~(1)~~	Adjusted net sales and Adjusted income from operations are non-GAAP financial measures. For the first six months of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

Sales Volume. Sales volume for the first six months of ~~2019 were wholly incremental as a result~~2020 compared to the prior year period increased 16.4%, reflecting the impact of ~~the DPS Merger.~~

~~Adjusted Sales Volume.~~ ~~Adjusted sales volume for~~COVID-19 which displayed strength in CSDs, juice and juice drinks, premium water and apple sauce, driven by heightened consumer demand the first six months of ~~2019 declined 4.7% due to the net unfavorable impact of 3.6% related to changes in our Allied Brands portfolio and lower CSD volume,~~2020. These increases were partially offset by ~~growth of Core Hydration~~lower volume in enhanced water and ~~higher volume from contract manufacturing.~~teas during the current period. Contract manufacturing also contributed to the increase during the current period.

Net Sales. Net sales ~~were $2,427~~increased $182 million, or 7.5%, to $2,609 million for the first six months of ~~2019, which were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Net Sales.~~ ~~Adjusted net sales decreased 5.0%~~2020 compared to $2,427 million for the ~~first six months of 2019 compared with Adjusted pro forma net sales of $2,556 million for the first six months of 2018, reflecting underlying net sales growth of 1.3%,~~prior year period, driven by higher ~~net price realization~~volume/mix of ~~2.1% from pricing actions taken late in 2018~~7.6%, reflecting the impact of COVID-19, partially offset by lower volume/mix of 0.8%. More than offsetting the underlying net sales growth were the expected unfavorable impacts of 5.9% from changes in the Allied Brands portfolio, 0.3% from one less shipping day in the first quarter of 2019 andan unfavorable foreign currency translation of 0.1%.

Income from Operations. Income from operations ~~was $335~~increased $62 million, or 18.5%, to $397 million for the first six months of ~~2019, which~~2020 compared to $335 million for the prior year period, reflecting strong volume/mix, reflecting the impact of COVID-19. Other favorable drivers included continued productivity and merger synergies, a reduction in our marketing expense and a network optimization program gain of $26 million on the asset sale-leaseback of three facilities. These growth drivers were ~~wholly incremental~~partially offset by $67 million in COVID-19 charges, higher manufacturing and operating costs, such as logistics and labor, associated with the strong consumer demand and the unfavorable comparison to a ~~result~~$10 million net gain on a renegotiation of a manufacturing contract in the DPS Merger, as net sales were reduced by cost of sales and SG&A expenses. Cost of sales were primarily comprised of ingredients and packaging costs and other manufacturing costs. SG&A expenses were primarily comprised of employee salaries, marketing investments and logistics expense.prior year period. Operating margin grew 140 bps versus the year ago period to 15.2%.

Adjusted Income from Operations. Adjusted income from operations increased ~~$29~~$122 million, or ~~9.0%~~34.9%, to ~~$350~~$472 million for the first six months of ~~2019~~2020 compared ~~with Adjusted pro forma income from operations of $321~~to $350 million for the ~~first six months~~prior year period, largely driven by strong volume/mix, reflecting the impact of ~~2018, largely reflecting strong~~COVID-19. Other favorable drivers included continued productivity and merger synergies, a reduction in our marketing expense and ~~timing~~a network optimization program gain of ~~marketing investments.~~$26 million on the asset sale-leaseback of three facilities. These drivers were partially offset by ~~inflation~~higher manufacturing and operating costs, such as logistics and labor, associated with the strong consumer demand and the unfavorable comparison to a $10 million net gain on ~~input costs, led by packaging, and logistics.~~a renegotiation of a manufacturing contract in the prior year period. Adjusted operating margin grew ~~180~~370 bps versus the year ago period to ~~14.4%~~18.1%.

BEVERAGE CONCENTRATES

For the First Six Months Dollar Percent
(in millions) 2019 2018 Change Change
Net sales $ 674
$ —
$ 674
NM
Income from operations 445
—
445
NM
Adjusted net sales⁽¹⁾
674
649
25
3.9 %
Adjusted income from operations⁽¹⁾
447
415
32
7.7
Adjusted operating margin⁽¹⁾
66.3 % 63.9 % 240 bps


~~(1)~~	Adjusted net sales and Adjusted income from operations are non-GAAP financial measures. For the first six months of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

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

Sales Volume. Sales volume for the first six months of ~~2019 were wholly incremental~~2020 as ~~a result~~compared to the prior year period declined 14.8% reflecting the impact of ~~the DPS Merger.~~

~~Adjusted Sales Volume.~~ ~~Adjusted sales volume for the first six months of 2019 declined 1.7% due to CSD category volume declines.~~COVID-19.

Net Sales. Net sales ~~were $674~~decreased $59 million, or 8.8%, to $615 million for the first six months of ~~2019, which were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Net Sales.~~ ~~Adjusted net sales increased 3.9%~~2020 compared to $674 million ~~for~~in the ~~first six months~~prior year period, driven by unfavorable volume/mix of ~~2019 compared with Adjusted pro forma net sales~~7.0% reflecting the impact of ~~$649 million for the first six months of 2018, driven by~~COVID-19. Lower net price realization of ~~5.6%, partially offset by lower volume/mix of 1.5%~~1.6% and unfavorable foreign currency translation of 0.2%. also drove the decrease in net sales.

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Income from Operations. Income from operations ~~was $445~~decreased $28 million, or 6.3%, to $417 million for the first six months of ~~2019, which were wholly incremental~~2020 compared to $445 million in the prior year period. This performance reflected the net sales decline partially offset by a reduction in our marketing expense. Operating margin increased 180 bps versus the year ago period to 67.8%.

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

LATIN AMERICA BEVERAGES

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



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

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

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

Income from Operations. Income from operations increased $11 million, or 29.7%, to $48 million for the ~~DPS Merger, as~~first six months of 2020 compared to $37 million in the prior year period, driven by higher net ~~sales were reduced~~price realization, continued productivity and a reduction in our marketing expense, partially offset by ~~SG&A expenses~~unfavorable volume/mix, the comparison to a real estate gain in the prior year and ~~cost of sales. SG&A expenses were primarily comprised of marketing investments~~unfavorable FX effects (FX translation and ~~employee salaries. Cost of sales were primarily comprised of ingredients and packaging costs and other manufacturing costs.~~transaction). Operating margin increased 590 bps versus the year ago period to 20.3%.

Adjusted Income from Operations. Adjusted income from operations increased ~~$32~~$18 million, or ~~7.7%~~56.3%, to ~~$447~~$50 million ~~for~~in the first six months of ~~2019~~2020 compared ~~with Adjusted pro forma income from operations of $415~~to $32 million ~~for~~in the ~~first six months of 2018.~~prior year period. This performance reflected ~~the growth~~higher net price realization, continued productivity and a reduction in ~~Adjusted net sales as well as timing of~~our marketing ~~investments.~~expense, partially offset by unfavorable volume/mix and unfavorable FX effects (FX translation and transaction). Adjusted operating margin grew ~~240~~860 bps versus the year ago period to ~~66.3%~~21.1%.

~~LATIN AMERICA BEVERAGES~~UNCERTAINTIES AND TRENDS AFFECTING OUR BUSINESS

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

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

Specifically, for the ~~first six months of 2019 and 2018:~~

For the First Six Months Dollar Percent
(in millions) 2019 2018 Change Change
Net sales $ 257
$ —
$ 257
NM
Income from operations 37
—
37
NM
Adjusted net sales⁽¹⁾
257
249
8
3.2 %
Adjusted income from operations⁽¹⁾
32
38
(6 ) (15.8 )
Adjusted operating margin⁽¹⁾
12.5 % 15.3 % (280 bps)


~~(1)~~	Adjusted net sales and Adjusted income from operations are non-GAAP financial measures. For the first six months of 2018, these financial measures were prepared on an adjusted pro forma basis. For a definition of these terms and a reconciliation to the most directly comparable GAAP measures, please see ~~Non-GAAP Financial Measures~~ ~~below.~~

~~Sales Volume.~~ ~~Sales volume for the first six months of 2019 were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Sales Volume.~~ ~~Adjusted sales volume for the first six months of 2019 declined 5.0% due~~full-year 2020, we continue to ~~the exit of our Aguafiel bulk water business of 4.6% and a decline of 0.4% in the balance of the portfolio.~~

~~Net Sales.~~ ~~Net sales were $257 million for the first six months of 2019, which were wholly incremental as a result of the DPS Merger.~~

~~Adjusted Net Sales.~~ Adjusted net sales increased 3.2% to $257 million for the first six months of 2019 compared with Adjusted pro forma net sales of $249 million for the first six months of 2018, driven by higher net price realization of 4.0% from pricing actions taken in 2018, partially offset by unfavorable volume/mix of 0.4% and unfavorable foreignexpect constant currency ~~translation of 0.4%.~~

~~Income from Operations~~. Income from operations was $37 million for the first six months of 2019, which was wholly incremental as a result of the DPS Merger, as net sales were reduced by cost of sales and SG&A expenses. Cost of sales were primarily comprised of ingredients and packaging costs and other manufacturing costs. SG&A expenses were primarily comprised of logistics expense, employee salaries and marketing investments.

~~Adjusted Income from Operations.~~Adjusted income from operations decreased $6 million, or 15.8%, to $32 million in the first six months of 2019 compared with Adjusted pro forma income from operations of $38 million in the first six months of 2018. This performance reflected the benefit of net sales growth ~~which were~~in the range of 3% to 4%. We also continue to expect full-year 2020 Adjusted diluted EPS growth in the range of 13% to 15%, or $1.38 to $1.40 per diluted share, given the significant visibility and control we maintain over our cost structure, including aggressive cost management, productivity programs and merger synergies. Finally, we continue to expect our management leverage ratio in the range of 3.5x to 3.8x at year end 2020 and our management leverage ratio to be below 3.0x within two to three years of the July 2018 merger closing.

COVID-19 Pandemic Disclosures

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

We continue to deliver for our customers and consumers, working hard around the clock to fulfill strong demand. We are finding innovative ways to quickly adapt to changes in shopping behaviors, with more than ~~offset~~half of North America impacted by ~~inflation on input costs, logistics~~stay-at-home, shelter-in-place and ~~energy, a comparison to a $5 million benefit in the second quarter~~closure of ~~2018 related to a previous reimbursement by a resin supplier and unfavorable foreign currency impacts. Adjusted operating margin declined 280 bps versus the year ago period to 12.5%.~~

non-essential business orders.

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

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

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

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

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

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

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

CRITICAL ACCOUNTING ESTIMATES

The process of preparing our consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. Critical accounting estimates are both fundamental to the portrayal of a company’s financial condition and results and require difficult, subjective or complex estimates and assessments. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. These critical accounting estimates are discussed in greater detail in our Annual Report ~~on Form 10-K for the year ended December 31, 2018.~~.

LIQUIDITY AND CAPITAL RESOURCES

~~Trends~~Overview and ~~Uncertainties Affecting Liquidity~~Our Financing Arrangements

~~Customer~~Our financial condition and ~~consumer demand~~liquidity remain strong. Net cash provided by operations was $1,062 million for the first six months of 2020 compared to $1,203 million for the prior year period. Although there is uncertainty related to the anticipated impact of the recent COVID-19 pandemic on our ~~products may be impacted by~~future results, we believe we are uniquely positioned, with our broad portfolio and unmatched distribution network, to successfully navigate through this pandemic and the recent steps we have taken to strengthen our balance sheet leave us well positioned to manage our business as the crisis continues to unfold. We continue to manage all ~~risk factors discussed under "Risk Factors" in Part 1, Item 1A~~aspects of our ~~Annual Report on Form 10-K for~~business, including, but not limited to, monitoring the ~~year ended December 31, 2018, that could have a material effect on production, delivery and consumption~~financial health of our products in the U.S., Mexico and the Caribbean or Canada, which could result in a reduction in our sales volume. Similarly, disruptions in financial and credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers and ~~creditors. These disruptions could~~other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth.

Our principal sources of liquidity are our existing cash and cash equivalents, as well as cash generated from operations and borrowing capacity currently available under our existing KDP Revolver and 2020 364-Day Credit Agreement. Additionally, we have ~~a negative impact on the ability of our customers to timely pay their obligations to us, thus reducing our cash flow, or the ability of our vendors to timely supply materials.~~

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

~~our intention to drive significant cash flow generation to enable rapid deleveraging within two to three years from the DPS Merger;~~

~~our ability to~~an uncommitted commercial paper program where we can issue unsecured commercial paper notes ~~("Commercial Paper")~~ on a private placement ~~basis up to a maximum aggregate amount outstanding at any time~~basis.

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~~our ability to access our other financing arrangements, including the KDP Revolver and 364-Day Credit Agreement, which have availability of $3,150 million as of June 30, 2019;~~

~~our continued integration of DPS;~~

~~our continued capital expenditures;~~

~~our continued payment of dividends;~~

~~seasonality of our operating cash flows, which could impact short-term liquidity;~~

~~fluctuations in our tax obligations;~~

~~future equity investments; and~~

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

~~Financing Arrangements~~

Refer to Note 72 of the Notes to our Unaudited Condensed Consolidated Financial Statements for management's discussion of these financing arrangements.

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

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

~~Liquidity~~Cash Flows

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

The following table summarizes our cash activity for the first six months of ~~2019~~2020 and ~~2018:~~2019:


	First Six Months						First Six Months
(in millions)	2019			2018			2020			2019
Net cash provided by operating activities	$	1,203		$	578		$	1,062		$	1,203
Net cash used in investing activities	(114		)	(80		)	(92		)	(114		)
Net cash (used in) provided by financing activities	(1,080		)	7,690
Net cash used in financing activities							(901		)	(1,080		)

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NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating activities ~~increased $625~~decreased $141 million for the first six months of ~~2019,~~2020, as compared to the first six months of ~~2018, primarily due to additional cash flows from operations generated as a result of the DPS Merger. The increase in net cash provided by operating activities was~~2019, driven by the decline in working capital, as extended payment terms have normalized across the Company's operations, offset by the slight increase in net income adjusted for non-cash items, the deferral of estimated tax payments and the improvement in working capital primarily driven by extended payment terms with our suppliers, partially offset by the payment and deferral of customer incentives.

During the first six months of 2019, the Company deferred estimated tax payments of $150 million, which were paid in July and August 2019, as compared to the deferral of estimated tax payments of $36 million during the first six months of 2018.items.

Cash Conversion Cycle

Our cash conversion cycle is defined as ~~days inventory outstanding ("DIO")~~DIO and ~~days sales outstanding ("DSO")~~DSO less ~~days of payables outstanding ("DPO").~~DPO. The calculation of each component of the cash conversion cycle is provided below:



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

Our cash conversion cycle declined 4219 days to approximately ~~(36)~~(52) days as of June 30, ~~2019~~2020 as compared to ~~(78)~~(33) days in the prior year period. The change was primarily driven by a ~~reduction~~increase of 6417 days in our DPO as the DPS operations had significantly shorter terms than the legacy KGM ~~business.~~business, which have been steadily increasing as we continue to focus on our accounts payable program. DIO ~~improved 25 days as a result of the DPS Merger.~~and DSO ~~was~~were relatively consistent as compared to the prior year period.



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

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

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Accounts payable program

As part of our ongoing efforts to improve our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. Excluding our suppliers who require cash at date of purchase or sale, our current payment terms with our suppliers generally range from 10 to 360 days. We also entered into an agreement with a third party administrator to allow participating suppliers to track payment obligations from us, and if voluntarily elected by the supplier, sell payment obligations from us to financial institutions. Suppliers can sell one or more of our payment obligations at their sole discretion and our rights and obligations to our suppliers are not impacted. We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. As of June 30, ~~2019~~2020 and December 31, ~~2018, $2,096~~2019, $2,487 million and ~~$1,676~~$2,097 million, respectively, of our outstanding payment obligations ~~are payable to suppliers who utilize this third party service administrator.~~

~~A significant downgrade in our credit ratings could limit a financial institution's willingness to participate in~~were voluntarily elected by the accounts payable program. In addition, a significant downgrade in our credit ratings could also reduce the attractiveness of the accounts payable program to participating suppliers who may sell payment obligations from ussupplier and sold to financial institutions. The amounts settled through the program and paid to the financial institutions were $1,245 million and $723 million for the first six months of 2020 and 2019, respectively.

NET CASH USED IN INVESTING ACTIVITIES

Cash used in investing activities for the first six months of ~~2019~~2020 consisted primarily of purchases of property, plant and ~~2018~~equipment of $276 million, mostly offset by proceeds of $202 million from sales of property, plant and equipment, primarily driven by our asset sale-leaseback transactions.

Cash used in investing activities for the first six months of 2019 consisted primarily of purchases of property, plant and equipment of $118 ~~million and $44 million, respectively.~~million.

NET CASH ~~(USED IN) PROVIDED BY~~USED IN FINANCING ACTIVITIES

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

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

~~Net cash provided~~

Uncertainties and Trends Affecting Liquidity

Disruptions in financial and credit markets, including those caused by ~~financing activities for~~ the ~~first six months of 2018 consisted primarily of proceeds from senior unsecured notes of $8,000 million obtained in anticipation of funding the DPS Merger, partially offset by repayments~~COVID-19 pandemic, may impact our ability to manage normal commercial relationships with our customers, suppliers and creditors. These disruptions could have a negative impact on the ~~term loan facility~~ability of ~~$254 million, payments~~our customers to timely pay their obligations to us, thus reducing our cash flow, or the ability of our vendors to timely supply materials.

Customer and consumer demand for our products may also be impacted by all risk factors discussed under "Risk Factors" in Part 1, Item 1A of our Annual Report and in Part II, Item 1A of this Quarterly Report on ~~deferred financing fees~~Form 10-Q, as well as subsequent filings with the SEC, that could have a material effect on production, delivery and consumption of ~~$35 million~~our products in the U.S., Mexico and ~~dividend payments of $23 million.~~

the Caribbean or Canada, which could result in a reduction in our sales volume.

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

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

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

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


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

Our continued integration of DPS;

Our continued capital expenditures;

Our continued payment of dividends;

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

Fluctuations in our tax obligations;

Future equity investments; and

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

Debt Ratings

As of June 30, ~~2019,~~2020, our credit ratings were as follows:



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

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

Capital Expenditures

Capital expenditures were ~~$118~~$276 million and ~~$44~~$118 million for the first six months of 2020 and 2019, respectively.

Capital expenditures for the first six months of 2020 primarily related to our continued investment in the build-out of our Spartanburg manufacturing facility, purchase of real estate in Ireland and ~~2018, respectively.~~build out of the facility and the build-out of our Allentown manufacturing facility. Capital expenditures included in accounts payable and accrued expenses were $180 million for the first six months of 2020, which primarily related to these investments.

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

~~Capital expenditures for the first six months of 2018 was primarily related to portion pack manufacturing, information technology infrastructure, and the land for our new~~ Spartanburg facility.

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

Cash, cash equivalents, restricted cash and restricted cash equivalents increased ~~$21~~$66 million from December 31, ~~2018~~2019 to June 30, ~~2019 due to the Company's focus~~2020 as cash generated from our operations outpaced our voluntary repayments on ~~utilizing cash for debt repayment.~~our term loan facility and other financing transactions.

Our cash balances are used to fund working capital requirements, scheduled debt and interest payments, capital expenditures, income tax obligations, dividend payments and business combinations. Cash generated by our foreign operations is generally repatriated to the U.S. periodically as working capital funding requirements in those jurisdictions allow. Foreign cash balances were ~~$59~~$104 million and $70 million as of ~~both~~ June 30, ~~2019~~2020 and December 31, ~~2018.~~2019, respectively. We accrue tax costs for repatriation, as applicable, as cash is generated in those foreign jurisdictions.

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Contractual Commitments and Obligations

We enter into various contractual obligations that impact, or could impact, our liquidity. Based on our current and anticipated level of operations, we believe that our proceeds from operating cash flows combined with cash on hand and amounts available under our financing arrangements will be sufficient to meet our anticipated obligations.

The following table summarizes our contractual obligations and contingencies, as of June 30, ~~2019,~~2020, that have significantly changed from the amounts disclosed in our Annual Report:


	Payments Due in Year														Payments Due in Year
(in millions)	Total		2019		2020		2021		2022		2023		After 2023		Total		2020		2021		2022		2023		2024		Thereafter
Long-term obligations⁽¹⁾	$	13,710	$	50	$	350	$	2,350	$	350	$	3,885	$	6,725	$	13,875	$	50	$	2,350	$	350	$	2,900	$	—	$	8,225
Interest payments	5,013		263		515		481		434		354		2,966		5,540		271		505		459		406		349		3,550
Finance leases⁽²⁾	312		25		48		41		36		32		130
Operating leases⁽³⁾	406		36		69		56		45		36		164
Purchase obligations⁽⁴⁾	2,695		943		709		261		249		373		160
Operating leases⁽²⁾															762		47		89		77		69		66		414
Purchase obligations⁽³⁾															1,407		744		255		122		103		97		86


(1)	Amounts represent payments for the senior unsecured notes issued by us and the term loan credit agreement. Refer to Note 72 of the Notes to our Unaudited Condensed Consolidated Financial Statements for additional information.

(2)

Amounts represent minimum rental commitments under our ~~contractual payment obligations for our lease arrangements classified as finance~~non-cancelable operating leases. These amounts exclude renewal options, which were not yet executed but were included in the lease term to determine finance lease obligation as the lease imposes a penalty on us in such amount that the renewal appeared reasonably assured at lease inception. Amounts exclude leases not yet commenced in accordance with ASC 842. Refer to Note 38 for additional information.


(3)	Amounts represent minimum contractual rental commitments under our non-cancelable operating leases. Amounts exclude leases not yet commenced in accordance with ASC 842. Amounts previously recorded as financing obligations were reclassified within operating leases as a result of the adoption of ASC 842. Refer to Note 3 for additional information.


~~(4)~~	Amounts represent payments under agreements to purchase goods or services that are legally binding and that specify all significant terms, including capital obligations and long-term contractual obligations.

Through June 30, ~~2019,~~2020, there have been no other material changes to the amounts disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

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OFF-BALANCE SHEET ARRANGEMENTS

There are no material changes in off-balance sheet arrangements from those disclosed in our Annual ~~Report on Form 10-K for the year ended December 31, 2018.~~Report.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 of the Notes to our Unaudited Condensed Consolidated Financial Statements for a discussion of recently issued accounting standards and recently adopted provisions of ~~U.S. GAAP.~~

~~SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION~~

The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the DPS Merger for the second quarter of 2018, which was consummated on July 9, 2018, based on the historical results of operations of DPS and Maple. See Notes 1 and 2 of the Notes to our unaudited condensed consolidated financial statements for additional information on the DPS Merger.

The following unaudited pro forma condensed combined statement of income for the the second quarter of 2018 is based on the historical financial statements of Maple and DPS after giving effect to the DPS Merger, related equity investments, and the assumptions and adjustments described in the accompanying notes to this unaudited pro forma condensed combined statement of income. The Maple statement of income information for the the second quarter of 2018 was derived from the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q. The DPS statement of income information for the second quarter of 2018 was derived from its unaudited condensed consolidated financial statements included in our Form 10-Q dated August 8, 2018. The unaudited pro forma condensed combined statement of income is presented as if the DPS Merger had been consummated on December 31, 2016, and combine the historical results of Maple and DPS.

~~The unaudited pro forma condensed combined statements of income set forth below primarily give effect to the following assumptions and adjustments:~~

•~~Application of the acquisition method of accounting;~~

•~~The issuance of Maple common stock to JAB in connection with the equity investments;~~

•~~The conversion of Maple Parent Corporation into KDP shares in accordance with the Merger Agreement;~~

•~~The pre-closing Maple share conversion;~~

•~~The exchange of one share of KDP common stock for each share of DPS common stock;~~

•~~The change in year-end for Maple; and~~

•~~The alignment of accounting policies.~~

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the completion of the acquisition. We utilized fair values at the Merger Date for the allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed.

The unaudited pro forma condensed combined financial information has been prepared in accordance with SEC Regulation S-X Article 11 and is not necessarily indicative of the results of operations that would have been realized had the transactions been completed as of the dates indicated, nor are they meant to be indicative of our anticipated combined future results. In addition, the accompanying unaudited pro forma condensed combined statements of income do not reflect any anticipated synergies, operating efficiencies, cost savings or any integration costs that may result from the DPS Merger.

The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined statements of income to give effect to unaudited pro forma events that are (1) directly attributable to the DPS Merger, (2) factually supportable and (3) are expected to have a continuing impact on the results of operations of KDP. As a result, under SEC Regulation S-X Article 11, certain expenses such as transaction costs and costs associated with the impact of the step-up of inventory are eliminated from pro forma results in all periods presented. In contrast, under the U.S. GAAP ~~presentation in Note 2,~~ ~~Acquisitions and Investments in Unconsolidated Affiliates~~, these expenses are required to be included in the pro forma results for the year ended December 31, 2017. See Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for additional information.

As a result of the measurement period adjustments for the DPS Merger, we have finalized the accompanying unaudited pro forma condensed combined statements of income during the second quarter of 2019. Changes to the presentation for the year ended December 31, 2018 were not significant.

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The unaudited pro forma condensed combined financial information, including the related notes, should be read in conjunction with the historical consolidated financial statements and related notes of DPS, and with our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

~~KEURIG DR PEPPER INC.~~

~~PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME~~

~~For the Second Quarter of 2018~~

~~(Unaudited)~~

(in millions, except per share data)
Reported KDP⁽¹⁾

DPS Second Quarter of 2018⁽²⁾
Reclassifications
Pro Forma Adjustments⁽³⁾
Pro Forma Combined
Net sales $ 949
$ 1,886
$ —
$ (13 ) $ 2,822
Cost of sales 458
790
—
(15 ) 1,233
Gross profit 491
1,096
—
2
1,589
Selling, general and administrative expenses 321
721
28
(50 ) 1,020
Depreciation and amortization —
28
(28 ) —
—
Other operating income (loss), net 3
(15 ) —
1
(11 )
Income from operations 167
362
—
51
580
Interest expense 51
43
—
76
170
Interest expense - related party 26
—
—
(26 ) —
Other income, net (8 ) (2 ) 3
(1 ) (8 )
Income before provision for income taxes 98
321
(3 ) 2
418
Provision for income taxes 13
83
—
(1 ) 95
Income before equity in loss of unconsolidated affiliates 85
238
(3 ) 3
323
Equity in loss of unconsolidated affiliates, net of tax —
(3 ) 3
—
—
Net income 85
235
—
3
323
Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards 2
—
—
(2 ) —
Net income attributable to KDP $ 83
$ 235
$ —
$ 5
$ 323
Earnings per common share:
Basic $ 0.10
$ 1.30
$ 0.23
Diluted 0.10
1.30
$ 0.23
Weighted average common shares outstanding:
Basic 790.5
180.2
415.8
1,386.5
Diluted 790.5
181.1
414.9
1,386.5


~~(1)~~	~~Refer to the~~ ~~Statements of Income~~.


~~(2)~~	~~Refers to DPS's activity during the the second quarter of 2018. Refer to our Quarterly Report on Form 10-Q as filed on August 8, 2018.~~


~~(3)~~	~~Refer to~~ ~~Summary of Pro Forma Adjustments~~.

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~~KEURIG DR PEPPER INC.~~SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

~~PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME~~The Notes are fully and unconditionally guaranteed by certain of our direct and indirect subsidiaries (the "Guarantors"), as defined in the indentures governing the Notes. The Guarantors are 100% owned either directly or indirectly by us and jointly and severally guarantee, subject to the release provisions described below, our obligations under the Notes. None of our subsidiaries organized outside of the U.S., immaterial subsidiaries used for charitable purposes, any of the subsidiaries held by Maple prior to the DPS Merger or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the Notes. The subsidiary guarantees with respect to the Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of our other indebtedness, our exercise of the legal defeasance option with respect to the Notes and the discharge of our obligations under the applicable indenture.

~~For~~The following schedules present the ~~First Six Months~~summarized financial information for the Parent and the Guarantors on a combined basis after intercompany eliminations; the Parent and the Guarantors' amounts due from; amounts due to, and transactions with Non-Guarantors are disclosed separately. The consolidating schedules are provided in accordance with the reporting requirements of ~~2018~~Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries.

~~(Unaudited)~~

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

(in millions, except per share data)
Reported KDP⁽¹⁾

DPS First Six Months of 2018⁽²⁾

Reclassifications⁽³⁾

Pro Forma Adjustments⁽³⁾
Pro Forma Combined
Net sales $ 1,897
$ 3,480
$ —
$ (26 ) $ 5,351
Cost of sales 925
1,471
—
(28 ) 2,368
Gross profit 972
2,009
—
2
2,983
Selling, general and administrative expenses 621
1,347
55
(99 ) 1,924
Depreciation and amortization —
55
(55 ) —
—
Other operating income (expense), net 6
(14 ) —
3
(5 )
Income from operations 345
621
—
98
1,064
Interest expense 49
84
—
182
315
Interest expense - related party 51
—
—
(51 ) —
Interest income —
(1 ) 1
—
—
Loss on early extinguishment of debt 2
—
—
—
2
Other expense (income), net 5
(2 ) 8
14
25
Income before provision for income taxes 238
540
(9 ) (47 ) 722
Provision for income taxes 64
137
—
(13 ) 188
Income before equity in loss of unconsolidated affiliates 174
403
(9 ) (34 ) 534
Equity in loss of unconsolidated affiliates, net of tax —
(9 ) 9
—
—
Net income 174
394
—
(34 ) 534
Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards 3
—
—
(3 ) —
Net income attributable to KDP $ 171
$ 394
$ —
$ (31 ) $ 534
Earnings per common share:
Basic $ 0.21
$ 2.19
$ 0.39
Diluted 0.21
2.17
0.39
Weighted average common shares outstanding:
Basic 790.5
180.1
415.9
1,386.5
Diluted 790.5
181.0
415.0
1,386.5



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



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


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


(2)	~~Refers to DPS's activity during the the second quarter~~Includes $24 million and $20 million of ~~2018. Refer to our Quarterly Report on Form 10-Q as filed on August 8, 2018.~~


~~(3)~~	~~Refer to~~ ~~Summary of Pro Forma Adjustments~~.

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~~KEURIG DR PEPPER INC.~~

~~RECONCILIATION OF PRO FORMA SEGMENT INFORMATION~~

~~(Unaudited)~~

(in millions)
Reported KDP⁽¹⁾

DPS Second Quarter of 2018⁽²⁾

Pro Forma Adjustments⁽³⁾
Pro Forma Combined
For the Second Quarter of 2018
Net Sales
Coffee Systems $ 949
$ —
$ —
$ 949
Packaged Beverages —
1,378
—
1,378
Beverage Concentrates —
372
(13 ) 359
Latin America Beverages —
136
—
136
Total net sales $ 949
$ 1,886
$ (13 ) $ 2,822

Income from Operations
Coffee Systems $ 274
$ —
$ —
$ 274
Packaged Beverages —
148
11
159
Beverage Concentrates —
248
(13 ) 235
Latin America Beverages —
26
—
26
Unallocated corporate costs (107 ) (60 ) 53
(114 )
Total income from operations $ 167
$ 362
$ 51
$ 580

(in millions)
Reported KDP⁽¹⁾

DPS First Six Months of 2018⁽²⁾

Pro Forma Adjustments⁽³⁾
Pro Forma Combined
For the First Six Months of 2018
Net Sales
Coffee Systems $ 1,897
$ —
$ —
$ 1,897
Packaged Beverages —
2,556
—
2,556
Beverage Concentrates —
675
(26 ) 649
Latin America Beverages —
249
—
249
Total net sales $ 1,897
$ 3,480
$ (26 ) $ 5,351

Income from Operations
Coffee Systems $ 531
$ —
$ (3 ) $ 528
Packaged Beverages —
297
20
317
Beverage Concentrates —
441
(27 ) 414
Latin America Beverages —
40
(2 ) 38
Unallocated corporate costs (186 ) (157 ) 110
(233 )
Total income from operations $ 345
$ 621
$ 98
$ 1,064


~~(1)~~	~~Refer~~current intercompany payables due to the ~~Statements~~Non-Guarantors from the Parent and Guarantors as of ~~Income~~.


~~(2)~~	~~Refers to DPS's activity during the second quarter~~June 30, 2020 and ~~first six months of 2018.~~


~~(3)~~	~~Refer to~~ ~~Summary of Pro Forma Adjustments~~.

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~~Summary of Pro Forma Adjustments~~

~~Pro forma adjustments included in the Pro Forma Condensed Combined Statements of Income for the second quarter and first six months of 2018 are as follows:~~


a.	A decrease in Net sales to remove the historical deferred revenue associated with DPS' arrangements with PepsiCo, Inc. and The Coca-Cola Company, which were eliminated in the fair value adjustments for DPS as part of purchase price accounting in connection with the DPS Merger.


b.	An increase in Net sales to remove the historical amortization of certain capitalized upfront customer incentive program payments. These were eliminated in the fair value adjustments for DPS as these upfront payments were revalued within the customer relationship intangible assets recorded in purchase price accounting.


c.	~~Adjustment to remove the impact of the step-up of inventory recorded in purchase price accounting.~~


d.	~~Adjustments to SG&A expenses due to changes in amortization as a result of the fair value adjustments for DPS' intangible assets with definite lives as part of purchase price accounting.~~


e.	~~Adjustments to SG&A expenses due to changes in depreciation as a result of the fair value adjustments for DPS' property, plant and equipment as part of purchase price accounting.~~


f.	~~A decrease to SG&A expenses for both DPS and Maple to remove non-recurring transaction costs as a result of the DPS Merger.~~


g.	~~Removal of the Interest expense - related party caption for Maple, as the related party debt was capitalized into Additional paid-in capital immediately prior to the DPS Merger.~~


h.	Adjustments to Interest expense to remove the historical amortization of deferred debt issuance costs, discounts and premiums and to record incremental amortization as a result of the fair value adjustments for DPS' senior unsecured notes as part of purchase price accounting.


i.	~~Adjustments to Interest expense to record incremental interest expense and amortization of deferred debt issuance costs for borrowings related to the DPS Merger.~~


j.	Removal of the Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards caption as the Maple non-controlling interest was eliminated to reflect the capital structure of KDP.

~~Summary of Reclassifications~~

~~Reclassifications included in the Pro Forma Condensed Combined Statements of Income for the second quarter and first six months of 2018 are as follows:~~


a.	~~Foreign currency transaction gains and losses were reclassified from Cost of sales and SG&A expenses in the historical DPS Statements of Income to Other (income) expense, net.~~


b.	~~Depreciation and amortization expenses were reclassified from Depreciation and amortization in the historical DPS Statements of Income to SG&A expenses.~~


c.	~~Interest income was reclassified from Interest income in the historical DPS Statements of Income to Other (income) expense, net.~~December 31, 2019, respectively.

NON-GAAP FINANCIAL MEASURES

To supplement the consolidated financial statements presented in accordance with U.S. GAAP, we have presented ~~in this report selected unaudited pro forma combined financial information. We also present~~ for the second quarter and first six months of 2020 and 2019 (i) ~~Adjusted net sales, (ii)~~ Adjusted income from operations, ~~(iii)~~(ii) Adjusted net income and ~~(iv) Adjusted diluted EPS and for the first quarter of 2018 (i) Adjusted pro forma net sales, (ii) Adjusted pro forma income from operations,~~ (iii) Adjusted ~~pro forma net income and (iv) Adjusted pro forma~~ diluted EPS, which are considered non-GAAP financial measures. ~~This pro forma financial information and~~The non-GAAP financial measures provided should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. The adjusted measures are not substitutes for their comparable U.S. GAAP financial measures, such as ~~net sales,~~ income from operations, net income, diluted EPS, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures.

For the second quarter and first six months of 2020 and 2019, we define our Adjusted non-GAAP financial measures as certain financial statement captions and metrics adjusted for certain items affecting comparability, while for the second quarter and first six months of 2018, we define our Adjusted non-GAAP financial measures as certain pro forma financial statement captions and metrics adjusted for certain items affecting comparability. The items affecting comparability are defined below.

~~Table of Contents~~

Items affecting comparability: Defined as certain items that are excluded for comparison to prior year periods, adjusted for the tax impact as applicable. Tax impact is determined based upon an approximate rate for each item. For each period, management adjusts for (i) the unrealized mark-to-market impact of derivative instruments not designated as hedges in accordance with U.S. GAAP and do not have an offsetting risk reflected within the financial results; (ii) the amortization associated with definite-lived intangible assets; (iii) the amortization of the deferred financing costs associated with the DPS Merger and ~~Maple's acquisition of~~the Keurig ~~Green Mountain, Inc. in 2016 (the "Keurig Acquisition");~~Acquisition; (iv) the amortization of the fair value adjustment of the senior unsecured notes obtained as a result of the DPS Merger; (v) stock compensation expense attributable to the matching awards made to employees who made an initial investment in the ~~Keurig Green Mountain, Inc. Executive Ownership~~EOP, the 2009 Incentive Plan or the ~~Keurig Dr Pepper Omnibus~~2019 Incentive ~~Plan of 2009;~~Plan; and (vi) other certain items that are excluded for comparison purposes to prior year periods.

~~Prior~~

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For second quarter and first six months of 2020, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to significant business combinations; (ii) productivity expenses; (iii) transaction costs for significant business combinations (completed or abandoned) excluding the DPS Merger; (iv) costs related to significant nonroutine legal matters; (v) the loss on early extinguishment of debt related to the ~~second quarter~~redemption of ~~2019, we did not add back~~debt; (vi) incremental temporary costs to our operations related to risks associated with the ~~amortization~~COVID-19 pandemic and (vii) impairment recognized on equity method investment with Bedford.

Incremental costs to our operations related to risks associated with the COVID-19 pandemic include incremental expenses incurred to either maintain the health and safety of our front-line employees or temporarily increase compensation to such employees to ensure essential operations continue during the fair value adjustment of the senior unsecured debt recognized as a result of the purchase price allocation for the DPS Merger. As this item is similar to the amortization of intangibles, we changed our method of computing Adjusted Pro Forma (2018) and Adjusted GAAP (2019) results to exclude the amortization of the fair value adjustment of the senior unsecured notes in order to reflectpandemic. We believe removing these costs reflects how management views our business results on a consistent basis. See Impact of COVID-19 on our Financial Statements for further information.

For the second quarter and first six months of 2019, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to ~~the DPS Merger and the Keurig Acquisition;~~significant business combinations; (ii) productivity expenses; (iii) transaction costs ~~not associated with~~for significant business combinations (completed or abandoned) excluding the DPS ~~Merger;~~Merger; (iv) ~~provision for~~costs related to significant nonroutine legal ~~settlements;~~matters; (v) the impact of the step-up of acquired inventory not associated with the DPS ~~Merger~~Merger; (vi) the loss on early extinguishment of debt related to the redemption of debt and (vii) the loss related to the February 2019 organized malware attack on our business operation networks in the Coffee Systems ~~segment, as discussed in our Annual Report on Form 10-K.~~segment.

For the second quarter and first six months of ~~2018, the other certain items excluded for comparison purposes include (i) restructuring~~2020 and integration expenses related to the DPS Merger and the Keurig Acquisition; (ii) productivity expenses; (iii) provisions for legal settlements; (iv) the loss on early extinguishment of debt related to the redemption of debt; and (v) tax reform associated with the TCJA.

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

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KEURIG DR PEPPER INC.

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

For the ~~second quarter and first six months~~Second Quarter of 2018, the supplemental financial data set forth below includes reconciliations of Adjusted pro forma net sales, Adjusted pro forma income from operations, Adjusted pro forma net income and Adjusted pro forma diluted EPS2020

(Unaudited, in millions, except per share data)



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



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

Diluted earnings per common share may not foot due to the applicable financial measure presented in the unaudited pro forma condensed combined financial statements for the same period. For a reconciliation of the applicable financial measure presented in the unaudited pro forma condensed combined financial statement for the second quarter and first six months of 2018 to the applicable historical financial measure presented in accordance with U.S. GAAP, please see "Supplemental Unaudited Pro Forma Condensed Combined Financial Information" above.rounding.

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KEURIG DR PEPPER INC.

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

For the Second Quarter of 2019

(Unaudited, in millions, except per share data)


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


	Interest expense			Other expense (income), net			Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share		Interest expense			Other (income) expense, net			Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share
Reported	$	170		$	1		$	416	$	102	24.5	%	$	314	1,419	$	0.22	$	170		$	1		$	416	$	102	24.5	%	$	314	1,419.2	$	0.22
Items Affecting Comparability:
Mark to market	(16		)	(2		)	10		4				6			—		(16		)	(2		)	10		4				6			—
Amortization of intangibles	—			—			32		9				23			0.02		—			—			32		9				23			0.02
Amortization of deferred financing costs	(3		)	—			3		1				2			—		(3		)	—			3		1				2			—
Amortization of fair value debt adjustment	(6		)	—			6		1				5			—		(6		)	—			6		1				5			—
Stock compensation	—			—			8		2				6			—		—			—			8		2				6			—
Restructuring and integration costs	—			—			38		11				27			0.02		—			—			38		11				27			0.02
Productivity	—			—			33		7				26			0.02		—			—			33		7				26			0.02
Transaction costs	(7		)	—			8		2				6			—		(7		)	—			8		2				6			—
Provision for settlements	—			—			8		2				6			—
Nonroutine legal matters																		—			—			8		2				6			—
Malware Incident	—			—			3		1				2			—		—			—			3		1				2			—
Adjusted GAAP	$	138		$	(1	)	$	565	$	142	25.1	%	$	423	1,419	$	0.30	$	138		$	(1	)	$	565	$	142	25.1	%	$	423	1,419.2	$	0.30

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

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KEURIG DR PEPPER INC.

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

For the ~~Second Quarter~~First Six Months of ~~2018~~2020

(Unaudited, in millions, except per share data)


	Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Income from operations			Operating margin		Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Income from operations		Operating margin
Pro Forma	$	1,233		$	1,589	56.3	%	$	1,020		$	580		20.6	%
Reported																$	2,463		$	3,014	55.0	%	$	2,029		$	1,027	18.8	%
Items Affecting Comparability:
Mark to market	(2		)	2				9			(7		)			(44		)	44				(27		)	71
Amortization of intangibles	—			—				(31		)	31					—			—				(66		)	66
Stock compensation	—			—				(6		)	6					—			—				(15		)	15
Restructuring and integration costs	—			—				(33		)	33					—			—				(104		)	104
Productivity	(2		)	2				7			(5		)			(18		)	18				(55		)	73
Provision for settlements	—			—				(2		)	2
Adjusted Pro Forma	$	1,229		$	1,593	56.4	%	$	964		$	640		22.7	%
Nonroutine legal matters																—			—				(35		)	35
COVID-19																(19		)	19				(49		)	68
Adjusted GAAP																$	2,382		$	3,095	56.5	%	$	1,678		$	1,459	26.6	%


	Interest expense			Other expense (income), net			Income before provision for income taxes			Provision for income taxes			Effective tax rate		Net income			Weighted Average Diluted shares	Diluted earnings per share			Interest expense			Loss on early extinguishment of debt			Impairment on investment and note receivable			Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share
Pro Forma	$	170		$	(8	)	$	418		$	95		22.7	%	$	323		1,386.5	$	0.23
Reported																						$	310		$	4		$	86		$	611	$	157	25.7	%	$	454	1,420.8	$	0.32
Items Affecting Comparability:
Mark to market	10			2			(19		)	(5		)			(14		)		(0.01		)	(27		)	—			—			98		26				72			0.05
Amortization of intangibles	—			—			31			8					23				0.02			—			—			—			66		18				48			0.03
Amortization of deferred financing costs																						(6		)	—			—			6		1				5			—
Amortization of fair value debt adjustment	(5		)	—			5			1					4				—			(12		)	—			—			12		3				9			0.01
Stock compensation	—			—			6			—					6				—			—			—			—			15		3				12			0.01
Restructuring and integration costs	—			—			33			6					27				0.02			—			—			—			104		26				78			0.05
Productivity	—			—			(5		)	(1		)			(4		)		—			—			—			—			73		19				54			0.04
Provision for settlements	—			—			2			1					1				—
Tax reform	—			—			—			10					(10		)		(0.01		)
Adjusted Pro Forma	$	175		$	(6	)	$	471		$	115		24.4	%	$	356		1,386.5	$	0.26
Loss on early extinguishment of debt																						—			(4		)	—			4		1				3			—
Investment impairment																						—			—			(86		)	86		21				65			0.05
Nonroutine legal matters																						—			—			—			35		9				26			0.02
COVID-19																						—			—			—			68		17				51			0.04
Adjusted GAAP																						$	265		$	—		$	—		$	1,178	$	301	25.6	%	$	877	1,420.8	$	0.62

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

Table of Contents

KEURIG DR PEPPER INC.

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

For the First Six Months of 2019

(Unaudited, in millions, except per share data)


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


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

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

~~Table of Contents~~

~~KEURIG DR PEPPER INC.~~

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

~~For the First Six Months of 2018~~

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

Net sales Cost of sales Gross profit Gross margin Selling, general and administrative expenses Other operating expense, net Income from operations Operating margin
Pro Forma $ 5,351
$ 2,368
$ 2,983
55.7 % $ 1,924
$ (5 ) $ 1,064
19.9 %
Items Affecting Comparability:
Mark to market —
(16 ) 16
9
—
7

Amortization of intangibles —
—
—
(59 ) —
59

Stock compensation —
—
—
(12 ) —
12

Restructuring and integration costs —
—
—
(39 ) —
39

Productivity —
(6 ) 6
(7 ) (4 ) 17

Provision for settlements 4
—
4
—
—
4

Adjusted Pro Forma $ 5,355
$ 2,346
$ 3,009
56.2 % $ 1,816
$ (9 ) $ 1,202
22.4 %

Interest expense Loss on early extinguishment of debt Other expense (income), net Income before provision for income taxes Provision for income taxes Effective tax rate Net income Weighted Average Diluted shares Diluted earnings per share
Pro Forma $ 315
$ 2
$ 25
$ 722
$ 188
26.0 % $ 534
1,386.5 $ 0.39
Items Affecting Comparability: —

Mark to market 37
—
6
(36 ) (9 ) (27 ) (0.02 )
Amortization of intangibles —
—
—
59
15
44
0.03
Amortization of deferred financing costs (1 ) —
—
1
1
—
—
Amortization of fair value debt adjustment (10 ) —
—
10
2
8
0.01
Stock compensation —
—
—
12
2
10
0.01
Restructuring and integration costs —
—
—
39
6
33
0.02
Productivity —
—
—
17
5
12
0.01
Loss on early extinguishment of debt —
(2 ) —
2
—
2
—
Provision for settlements —
—
—
4
1
3
—
Tax reform —
—
—
—
7
(7 ) (0.01 )
Adjusted Pro Forma $ 341
$ —
$ 31
$ 830
$ 218
26.3 % $ 612
1,386.5 $ 0.44

~~Numbers may not foot due to rounding.~~

~~Table of Contents~~

~~Keurig Dr Pepper Inc.~~

~~Reconciliation of Pro Forma Segment Information to Certain Non-GAAP Adjusted Pro Forma Segment Information~~

~~(Unaudited)~~

(in millions) Reported Items Affecting Comparability Adjusted GAAP
For the second quarter of 2019:
Net Sales
Coffee Systems $ 990
$ —
$ 990
Packaged Beverages 1,311
—
1,311
Beverage Concentrates 370
—
370
Latin America Beverages 141
—
141
Total net sales $ 2,812
$ —
$ 2,812

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

(in millions) Pro Forma Items Affecting Comparability Adjusted Pro Forma
For the second quarter of 2018:
Net Sales
Coffee Systems $ 949
$ —
$ 949
Packaged Beverages 1,378
—
1,378
Beverage Concentrates 359
—
359
Latin America Beverages 136
—
136
Total net sales $ 2,822
$ —
$ 2,822

Income from Operations
Coffee Systems $ 274
$ 32
$ 306
Packaged Beverages 159
2
161
Beverage Concentrates 235
1
236
Latin America Beverages 26
—
26
Unallocated corporate costs (114 ) 25
(89 )
Total income from operations $ 580
$ 60
$ 640

Table of Contents

KEURIG DR PEPPER INC.

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

(Unaudited)


(in millions)	Reported			Items Affecting Comparability			Adjusted GAAP			Reported			Items Affecting Comparability			Adjusted GAAP
For the first six months of 2019:
Net Sales
Coffee Systems	$	1,958		$	—		$	1,958
Packaged Beverages	2,427			—			2,427
Beverage Concentrates	674			—			674
Latin America Beverages	257			—			257
Total net sales	$	5,316		$	—		$	5,316

For the second quarter of 2020:
Income from Operations
Coffee Systems	$	580		$	86		$	666		$	290		$	73		$	363
Packaged Beverages	335			15			350			208			61			269
Beverage Concentrates	445			2			447			220			2			222
Latin America Beverages	37			(5		)	32			21			2			23
Unallocated corporate costs	(312		)	140			(172		)	(178		)	76			(102		)
Total income from operations	$	1,085		$	238		$	1,323		$	561		$	214		$	775

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

KEURIG DR PEPPER INC.

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

(Unaudited)

(in millions) Pro Forma Items Affecting Comparability Adjusted Pro Forma
For the first six months of 2018:
Net Sales
Coffee Systems $ 1,897
$ 4
$ 1,901
Packaged Beverages 2,556
—
2,556
Beverage Concentrates 649
—
649
Latin America Beverages 249
—
249
Total net sales $ 5,351
$ 4
$ 5,355

Income from Operations
Coffee Systems $ 528
$ 90
$ 618
Packaged Beverages 317
4
321
Beverage Concentrates 414
1
415
Latin America Beverages 38
—
38
Unallocated corporate costs (233 ) 43
(190 )
Total income from operations $ 1,064
$ 138
$ 1,202



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

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

Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates, interest rates and commodity prices. From time to time, we may enter into derivatives or other financial instruments to hedge or mitigate commercial risks. We do not enter into derivative instruments for speculation, investing or trading.

FOREIGN EXCHANGE RISK

The majority of our net sales, expenses and capital purchases are transacted in U.S. dollars. However, we have exposure with respect to foreign exchange rate fluctuations. Our primary exposure to foreign exchange rates is the Canadian dollar and Mexican peso against the U.S. dollar. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in our income statement as incurred. As of June 30, ~~2019,~~2020, the impact to our income from operations of a 10% change (up or down) in exchange rates is estimated to be an increase or decrease of approximately ~~$32~~$25 million on an annual basis.

We use derivative instruments such as foreign exchange forward contracts to manage a portion of our exposure to changes in foreign exchange rates. As of June 30, ~~2019,~~2020, we had derivative contracts outstanding with a notional value of ~~$475~~$485 million maturing at various dates through September 25, 2024.

INTEREST RATE RISK

We centrally manage our debt portfolio through the use of interest rate swaps and monitor our mix of fixed-rate and ~~variable rate~~variable-rate debt. As of June 30, ~~2019,~~2020, the carrying value of our fixed-rate debt, excluding lease obligations, was ~~$11,785~~$13,049 million and our variable-rate debt was ~~$3,185~~$1,056 million, inclusive of commercial paper.

Additionally, as of June 30, ~~2019, the total notional value of receive-fixed, pay-variable interest rate swaps was $50 million and~~2020, the total notional value of receive-variable, pay-fixed interest rate swaps was ~~$575~~$450 million.

The following table is an estimate of the impact to our interest rate expense based upon our variable rate debt and derivative instruments ~~and the fair value of the interest rate swaps~~ that could result from hypothetical interest rate changes during the term of the financial instruments, based on debt levels as of June 30, ~~2019:~~2020:




Hypothetical Change in Interest Rates⁽¹⁾		Annual Impact to Interest Expense
1-percent decrease		$276 million decrease
1-percent increase		$276 million increase


(1)	We pay an average floating rate, which fluctuates periodically, based on LIBOR and a credit spread, as a result of ~~certain derivative instruments and~~ variable rate debt instruments. See Notes 72 and 87 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.

COMMODITY RISKS

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

We utilize commodities derivative instruments and supplier pricing agreements to hedge the risk of adverse movements in commodity prices for limited time periods for certain commodities. As of June 30, 2020, we had derivative contracts outstanding with a notional value of $580 million maturing at various dates through December 31, 2022. The fair market value of these contracts as of June 30, ~~2019~~2020 was a net liability of ~~$18~~$51 million.

As of June 30, ~~2019,~~2020, the impact of a 10% change (up or down) in market prices for these commodities where the risk of adverse movements has not been hedged is estimated to have a $5$2 million impact to our income from operations for the remainder of the year ending December 31, ~~2019.~~2020.

Table of Contents

ITEM 4. Controls and Procedures

~~Evaluation of Disclosure 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)~~Act) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of June 30, ~~2019,~~2020, our disclosure controls and procedures are effective to (i) provide reasonable assurance that information required to be disclosed in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified by the ~~SEC's~~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.

~~Changes in Internal Controls over Financial Reporting~~

~~As described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2018, the DPS Merger was completed on July 9, 2018, and represented a~~No change in internal control over financial reporting. Management continues to consolidate and integrate KDP’s system of controls. The processes and controls for significant areas including business combinations, intangibles and goodwill valuations, income taxes, treasury, consolidations and the preparation of financial statements and related disclosures, and entity level controls have been substantially impacted by the ongoing integration activities. The primary changes in these areas are related to the consolidation of process owner leadership and control owners, and where required, the modification of inputs, processes and associated systems. For all areas of change noted, management believes the control design and implementation thereof are being appropriately modified to address underlying risks. The above ongoing integration activities to KDP’sour internal control over financial reporting ~~are reasonably likely to materially affect KDP’s internal control over financial reporting~~(as defined in ~~2019.~~

~~In addition,~~Rule 13a-15(f) of the Company adopted ASC 842 as of January 1, 2019. The Company implemented a new IT system and internal controls related to the process of gathering, recording, accounting for and disclosing leases under the new standard.

~~There were no other changes~~Exchange Act) occurred during the quarter ended June 30, ~~2019~~2020 that ~~have~~ materially affected, or is reasonably likely to materially affect, our internal ~~controls~~control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

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

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

~~BA Sports Nutrition Litigation~~BODYARMOR LITIGATION

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

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

ITEM 1A. Risk Factors

~~Deterioration of general macro-economic conditions~~Widespread health developments and economic uncertainty resulting from the recent global COVID-19 pandemic, could ~~have a negative impact on~~materially and adversely affect our business, financial condition and results of ~~operations and liquidity due to impacts on our suppliers, customers and operating costs.~~operations.

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

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

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

Failure of third parties, including those located in international locations, on ~~developing and maintaining close relationships with~~which we rely, including our suppliers, bottlers, distributors, contract manufacturers, third-party service providers, contractors, commercial banks and ~~on our suppliers’ ability and willingness~~external business partners, to ~~sell quality products~~meet their obligations to us ~~at favorable prices and terms. Many factors outside our control may harm these relationships and the ability~~ or ~~willingness of these suppliers~~ to ~~sell us products on favorable terms. Such factors include a general decline~~timely meet those obligations, or significant disruptions in the economy and economic conditions and prolonged recessionary conditions. These events could negatively affect our suppliers’ operations and make it difficult for them to obtain the credit lines or loans necessary to finance their operations in the short-term or long-term and meet our product requirements.

~~Financial or operational difficulties that some of our suppliers may face, including~~ their ability to do so, which may be caused by their own financial or operational difficulties; or

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

All of these impacts could ~~also increase the cost of the products we purchase from them, the timing of settlement for our obligation to the supplier or~~place limitations on our ability to ~~source product from them.~~execute on our business plan and materially and adversely affect our business, financial condition and results of operations. We ~~might not be able~~continue to ~~pass our increased costs onto our customers~~monitor the situation, have actively implemented policies and procedures to address the ~~extent these difficulties impact~~situation, and as the ~~timing of settlement for our obligation~~pandemic continues to ~~the supplier,~~further unfold, we may adjust our current policies and procedures as regulations are implemented or more information and guidance become available. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A of our Annual Report, any of which could have a ~~decrease in our cash flow from operations~~material effect on us. This situation is changing rapidly and additional impacts may ~~have to use our various financing arrangements for short-term liquidity needs.~~arise that we are not aware of currently.

There have been no other material changes that we are aware of from the risk factors set forth in Item 1A of our Annual ~~Report on Form 10-K for the year ended December 31, 2018.~~Report.

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ITEM 6. Exhibits



2.1	Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc, dated as of May 1, 2008 (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K (filed on May 5, 2008) and incorporated herein by reference).
~~2.2~~	Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (filed on November 23, 2016) and incorporated herein by reference).
~~2.3~~2.2	Amendment No. 1, dated as of January 31, 2017, to the Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K (filed on January 31, 2017) ~~and incorporated herein by reference).~~
~~2.4~~	Agreement and Plan of Merger, dated as of January 29, 2018, by and among Dr Pepper Snapple Group, Inc., Maple Parent Holdings Corp. and Salt Merger Sub, Inc. (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K (filed on January 31, 2018) and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference).
3.3	Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference).
3.4	Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporate herein by reference).
3.5	Amended and Restated By-Laws of Dr Pepper Snapple Group, Inc. effective as of January 25, 2016 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (filed January 25, 2016) and incorporated herein by reference).
~~3.6~~	Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of July 9, 2018 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference.
4.1	Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.2	Form of 7.45% Senior Notes due 2038 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.3	Registration Rights Agreement, dated April 30, 2008, between Dr Pepper Snapple Group, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.4	Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4.5	Supplemental Indenture, dated May 7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4.6	Second Supplemental Indenture dated March 17, 2009, to be effective as of December 31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K (filed on March 26, 2009) and incorporated herein by reference).
4.7	Third Supplemental Indenture, dated October 19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor; Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q (filed November 5, 2009) and incorporated herein by reference).
4.8	Fourth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantors under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference).
4.9	Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
4.10	Second Supplemental Indenture, dated as of January 11, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on January 11, 2011) and incorporated herein by reference).

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4.11	Third Supplemental Indenture, dated as of November 15, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).
4.12	2.60% Senior Note due 2019 (in global form), dated November 15, 2011, in the principal amount of $250 million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).
~~4.13~~	3.20% Senior Note due 2021 (in global form), dated November 15, 2011, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).
~~4.14~~4.13*	Fourth Supplemental Indenture, dated as of November 20, 2012, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as ~~trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).~~trustee.

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~~4.15~~4.14	2.00% Senior Note due 2020 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
~~4.16~~4.15	2.70% Senior Note due 2022 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
~~4.17~~4.16	Fifth Supplemental Indenture, dated as of November 9, 2015, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
~~4.18~~4.17	3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
~~4.19~~4.18	4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
~~4.20~~4.19	Sixth Supplemental Indenture, dated as of September 16, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
~~4.21~~4.20	2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
~~4.22~~4.21	Seventh Supplemental Indenture, dated as of December 14, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.23~~4.22	2.53% Senior Note due 2021 (in global form), dated December 14, 2016, in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.24~~4.23	3.13% Senior Note due 2023 (in global form), dated December 14, 2016, in the principal amount of $500,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.25~~4.24	3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.26~~4.25	4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.27~~4.26	Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference).
~~4.28~~4.27	Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference).
~~4.29~~4.28	Investor Rights Agreement by and among Keurig Dr Pepper Inc. and The Holders Listed on Schedule A thereto, dated as of July 9, 2018 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.30~~4.29	Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A. as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.31~~4.30	First Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2021 Notes (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).

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~~4.32~~4.31	Second Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.33~~4.32	Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.34~~4.33	Fourth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).

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~~4.35~~4.34	Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.36~~4.35	Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.37~~4.36	Seventh Supplemental Indenture, dated as of July 9, 2018, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.38~~4.37	Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.39~~4.38	Joinder to the Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~10.1~~4.39	~~Term Loan Agreement,~~Description of registered securities (filed as Exhibit 4.40 to the Company's Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).
4.40	Tenth Supplemental Indenture (including 3.20% Senior Notes Due 2030 and 3.80% Senior Notes Due 2050 (in global form)), dated as of ~~February 28, 2018,~~April 13, 2020, among ~~Maple Parent Holdings Corp.~~Keurig Dr Pepper Inc., the ~~banks party~~subsidiary guarantors thereto, and ~~JPMorgan Chase~~Wells Fargo Bank, N.A., as ~~administrative agent~~trustee (filed as Exhibit ~~10.1~~4.1 to the Company's Current Report on Form 8-K (filed on ~~July 9, 2018)~~April 13, 2020) and incorporated herein by reference).
~~10.2~~10.1	Term Loan Agreement, dated as of February 8, 2019, among Keurig Dr Pepper Inc., the banks party thereto and JPMorgan Chase, Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on February 11, 2019) and incorporated herein by reference).
~~10.3~~	Credit Agreement, dated as of February 28, 2018, among Maple Parent Holdings Corp., the banks and issuers of credit party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.2 ~~to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).~~
~~10.4~~	Borrower Joinder (Term Loan Agreement), dated as of July 9, 2018, among Keurig Dr Pepper Inc., Maple Parent Holdings Corp. and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~10.5~~	Borrower Joinder (Credit Agreement), dated as of July 9, 2018, among Keurig Dr Pepper Inc., Maple Parent Holdings Corp. and JPMorgan Chase Bank, N.A. as administrative agent (filed as Exhibit 10.4 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~10.6~~	Credit Agreement, dated as of May 29, 2019, among Keurig Dr Pepper Inc., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on May 29, 2019) and incorporated herein by reference).
~~10.7~~10.3	Amended and Restated Employment Agreement, dated as of July 2, 2018, by and between Keurig Green Mountain, Inc. and Robert J. Gamgort (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
~~10.8~~10.4	Employment Agreement, dated as of April 12, 2016, by and between Keurig Green Mountain, Inc. and Ozan Dokmecioglu (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
~~10.9~~10.5	Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
~~10.10~~10.6	Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
~~10.11~~10.7	Directors' Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
~~10.12~~10.8	Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on June 11, 2019) and incorporated herein by reference).++

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~~10.13~~10.9*	Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of ~~2019.* ++~~2019 (filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
~~10.14~~10.10*	Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of ~~2019.~~2019 (filed as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
10.11	Keurig Dr Pepper Inc. Severance Pay Plan for Executives, effective as of January 1, 2020 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).++
10.12	Credit Agreement, dated as of April 14, 2020, among Keurig Dr Pepper Inc., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on April 15, 2020) and incorporated herein by reference).
22.1* ++	List of Guarantor Subsidiaries
31.1*	Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act.
31.2*	Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act.

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32.1**	Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
32.2**	Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101*	The following financial information from Keurig Dr Pepper Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2019,~~2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104*	The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL.

* Filed herewith.

** Furnished herewith.

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

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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 of Keurig Dr Pepper Inc.
		(Principal Financial Officer)
Date: ~~August 8, 2019~~July 30, 2020

7061



(in millions)	Initial Allocation of Consideration			Measurement Period Adjustments			Allocation of Consideration as of June 30, 2019
Cash and cash equivalents	$	147		$	—		$	147
Investments in unconsolidated affiliates	90			—			90
Property, plant and equipment⁽¹⁾	1,549			(74		)	1,475
Other intangible assets	20,404			(326		)	20,078
Long-term obligations	(4,049		)	—			(4,049		)
Finance leases	(214		)	9			(205		)
Acquired assets, net of assumed liabilities⁽²⁾	107			(26		)	81
Deferred tax liabilities, net of deferred tax assets⁽³⁾	(4,959		)	(82		)	(5,041		)
Goodwill	9,407			499			9,906
Total consideration exchanged	$	22,482		$	—		$	22,482
Fair value of stock and replacement equity awards not converted to cash	3,643			—			3,643
Acquisition of business	$	18,839		$	—		$	18,839



(in millions)	Fair Value		Estimated Life (in years)
Brands⁽¹⁾	$	19,556	n/a
Contractual arrangements⁽²⁾	127		n/a
Customer relationships⁽³⁾	390		10-40
Favorable leases⁽⁴⁾	5		5-12
Total other intangible assets	$	20,078



	Second Quarter		First Six Months
(Unaudited, in millions)	2018		2018
Net sales	$	2,822	$	5,351
Net income	323		534



(in millions)	Operating Leases		Capital Leases			Financing Obligations
2019	$	58	$	35		$	10
2020	53		34			10
2021	44		33			10
2022	34		33			10
2023	25		30			10
Thereafter	98		189			62
Total future minimum lease payments	$	312	354			112
Less: imputed interest			(98		)	(37		)
Present value of minimum lease payments			$	256		$	75



	Remainder of 2019		For the Years Ending December 31,
(in millions)	Remainder of 2019		2020		2021		2022		2023		2024
Expected amortization expense for intangible assets with definite lives	$	63	$	126	$	126	$	126	$	126	$	121



(in millions)	Workforce Reduction Costs			Other⁽¹⁾			Total
Balance as of December 31, 2018	$	28		$	1		$	29
Charges to expense	10			—			10
Cash payments	(34		)	—			(34		)
Non-cash adjustment items	1			(1		)	—
Balance as of June 30, 2019	$	5		$	—		$	5



(in millions)	Amount Utilized		Balances Available
KDP Revolver	$	—	$	2,400
Letters of credit	—		200



	Condensed Consolidating Balance Sheets
	As of June 30, 2019
(in millions)	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	11	$	95	$	—		$	106
Restricted cash and restricted cash equivalents	40		2		2		—			44
Trade accounts receivable, net	—		642		426		—			1,068
Related party receivable	135		74		64		(273		)	—
Inventories	—		250		436		—			686
Prepaid expenses and other current assets	613		199		115		(610		)	317
Total current assets	788		1,178		1,138		(883		)	2,221
Property, plant and equipment, net	—		1,297		993		—			2,290
Investments in consolidated subsidiaries	41,003		4,971		—		(45,974		)	—
Investments in unconsolidated affiliates	—		63		107		—			170
Goodwill	—		8,239		11,800		—			20,039
Other intangible assets, net	—		16,857		7,371		—			24,228
Long-term receivable, related parties	5,066		8,623		—		(13,689		)	—
Other non-current assets	61		248		263		—			572
Deferred tax assets	—		—		27		—			27
Total assets	$	46,918	$	41,476	$	21,699	$	(60,546	)	$	49,547

Current liabilities:
Accounts payable	$	—	$	990	$	1,919	$	—		$	2,909
Accrued expenses	53		596		220		—			869
Structured payables	—		47		548		—			595
Related party payable	74		95		104		(273		)	—
Short-term borrowings and current portion of long-term obligations	1,806		—		—		—			1,806
Other current liabilities	269		679		178		(610		)	516
Total current liabilities	2,202		2,407		2,969		(883		)	6,695
Long-term obligations to third parties	13,164		—		—		—			13,164
Long-term obligations to related parties	8,589		3,440		1,660		(13,689		)	—
Deferred tax liabilities	40		4,107		1,887		—			6,034
Other non-current liabilities	40		495		236		—			771
Total liabilities	24,035		10,449		6,752		(14,572		)	26,664
Total stockholders' equity	22,883		31,027		14,947		(45,974		)	22,883
Total liabilities and stockholders' equity	$	46,918	$	41,476	$	21,699	$	(60,546	)	$	49,547



	Condensed Consolidating Balance Sheets
	As of December 31, 2018
(in millions)	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	18	$	65	$	—		$	83
Restricted cash and restricted cash equivalents	42		3		1		—			46
Trade accounts receivable, net	—		596		554		—			1,150
Related party receivable	189		71		76		(336		)	—
Inventories	—		226		400		—			626
Prepaid expenses and other current assets	569		110		132		(557		)	254
Total current assets	800		1,024		1,228		(893		)	2,159
Property, plant and equipment, net	—		1,351		959		—			2,310
Investments in consolidated subsidiaries	40,119		4,882		—		(45,001		)	—
Investments in unconsolidated affiliates	—		63		123		—			186
Goodwill	50		8,371		11,590		—			20,011
Other intangible assets, net	—		16,583		7,384		—			23,967
Long-term receivable, related parties	5,503		7,827		—		(13,330		)	—
Other non-current assets	64		41		154		—			259
Deferred tax assets	—		—		26		—			26
Total assets	$	46,536	$	40,142	$	21,464	$	(59,224	)	$	48,918

Current liabilities:
Accounts payable	$	—	$	497	$	1,803	$	—		$	2,300
Accrued expenses	78		610		324		—			1,012
Structured payables	—		47		479		—			526
Related party payable	65		106		165		(336		)	—
Short-term borrowings and current portion of long-term obligations	1,458		—		—		—			1,458
Other current liabilities	278		626		59		(557		)	406
Total current liabilities	1,879		1,886		2,830		(893		)	5,702
Long-term obligations to third parties	14,201		—		—		—			14,201
Long-term obligations to related parties	7,827		3,369		2,134		(13,330		)	—
Deferred tax liabilities	46		4,075		1,802		—			5,923
Other non-current liabilities	50		337		172		—			559
Total liabilities	24,003		9,667		6,938		(14,223		)	26,385
Total stockholders' equity	22,533		30,475		14,526		(45,001		)	22,533
Total liabilities and stockholders' equity	$	46,536	$	40,142	$	21,464	$	(59,224	)	$	48,918



(in millions, except per share data)	Reported KDP⁽¹⁾			DPS Second Quarter of 2018⁽²⁾			Reclassifications			Pro Forma Adjustments⁽³⁾			Pro Forma Combined
Net sales	$	949		$	1,886		$	—		$	(13	)	$	2,822
Cost of sales	458			790			—			(15		)	1,233
Gross profit	491			1,096			—			2			1,589
Selling, general and administrative expenses	321			721			28			(50		)	1,020
Depreciation and amortization	—			28			(28		)	—			—
Other operating income (loss), net	3			(15		)	—			1			(11		)
Income from operations	167			362			—			51			580
Interest expense	51			43			—			76			170
Interest expense - related party	26			—			—			(26		)	—
Other income, net	(8		)	(2		)	3			(1		)	(8		)
Income before provision for income taxes	98			321			(3		)	2			418
Provision for income taxes	13			83			—			(1		)	95
Income before equity in loss of unconsolidated affiliates	85			238			(3		)	3			323
Equity in loss of unconsolidated affiliates, net of tax	—			(3		)	3			—			—
Net income	85			235			—			3			323
Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	2			—			—			(2		)	—
Net income attributable to KDP	$	83		$	235		$	—		$	5		$	323
Earnings per common share:
Basic	$	0.10		$	1.30								$	0.23
Diluted	0.10			1.30									$	0.23
Weighted average common shares outstanding:
Basic	790.5			180.2						415.8			1,386.5
Diluted	790.5			181.1						414.9			1,386.5



(in millions, except per share data)	Reported KDP⁽¹⁾		DPS First Six Months of 2018⁽²⁾			Reclassifications⁽³⁾			Pro Forma Adjustments⁽³⁾			Pro Forma Combined
Net sales	$	1,897	$	3,480		$	—		$	(26	)	$	5,351
Cost of sales	925		1,471			—			(28		)	2,368
Gross profit	972		2,009			—			2			2,983
Selling, general and administrative expenses	621		1,347			55			(99		)	1,924
Depreciation and amortization	—		55			(55		)	—			—
Other operating income (expense), net	6		(14		)	—			3			(5		)
Income from operations	345		621			—			98			1,064
Interest expense	49		84			—			182			315
Interest expense - related party	51		—			—			(51		)	—
Interest income	—		(1		)	1			—			—
Loss on early extinguishment of debt	2		—			—			—			2
Other expense (income), net	5		(2		)	8			14			25
Income before provision for income taxes	238		540			(9		)	(47		)	722
Provision for income taxes	64		137			—			(13		)	188
Income before equity in loss of unconsolidated affiliates	174		403			(9		)	(34		)	534
Equity in loss of unconsolidated affiliates, net of tax	—		(9		)	9			—			—
Net income	174		394			—			(34		)	534
Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	3		—			—			(3		)	—
Net income attributable to KDP	$	171	$	394		$	—		$	(31	)	$	534
Earnings per common share:
Basic	$	0.21	$	2.19								$	0.39
Diluted	0.21		2.17									0.39
Weighted average common shares outstanding:
Basic	790.5		180.1						415.9			1,386.5
Diluted	790.5		181.0						415.0			1,386.5