PART I - FINANCIAL INFORMATION


~~ITEM 1.~~	~~Financial Statements (Unaudited)~~

ITEM 1.Financial Statements (Unaudited)

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

~~(Unaudited)~~(UNAUDITED)


	Third Quarter				First Nine Months						Second Quarter				First Six Months
(in millions, except per share data)	2020		2019		2020			2019		(in millions, except per share data)	2021		2020		2021		2020
Net sales	$	3,020	$	2,870	$	8,497		$	8,186	Net sales	$	3,140	$	2,864	$	6,042	$	5,477
Cost of sales	1,316		1,245		3,779			3,537		Cost of sales	1,370		1,302		2,672		2,463
Gross profit	1,704		1,625		4,718			4,649		Gross profit	1,770		1,562		3,370		3,014
Selling, general and administrative expenses	949		1,012		2,978			2,951		Selling, general and administrative expenses	1,039		1,001		2,000		2,029
Other operating expense (income), net	2		33		(40		)	33
Other operating income, net										Other operating income, net	(3)		0		(4)		(42)
Income from operations	753		580		1,780			1,665		Income from operations	734		561		1,374		1,027
Interest expense	148		158		458			497		Interest expense	125		157		265		310
Loss on early extinguishment of debt	0		0		4			9		Loss on early extinguishment of debt	0		2		105		4
Impairment on investments and note receivable	16		0		102			0
Other expense, net	5		9		21			15
Impairment of investments and note receivable										Impairment of investments and note receivable	0		0		0		86
Other (income) expense, net										Other (income) expense, net	(4)		(4)		(7)		16
Income before provision for income taxes	584		413		1,195			1,144		Income before provision for income taxes	613		406		1,011		611
Provision for income taxes	141		109		298			296		Provision for income taxes	165		108		238		157
Net income	443		304		897			848		Net income	448		298		773		454
Less: Net income attributable to non-controlling interest	0		0		0			0		Less: Net income attributable to non-controlling interest	0		0		0		0
Net income attributable to KDP	$	443	$	304	$	897		$	848	Net income attributable to KDP	$	448	$	298	$	773	$	454

Earnings per common share:										Earnings per common share:
Basic	$	0.31	$	0.22	$	0.64		$	0.60	Basic	$	0.32	$	0.21	$	0.55	$	0.32
Diluted	0.31		0.21		0.63			0.60		Diluted	0.31		0.21		0.54		0.32
Weighted average common shares outstanding:										Weighted average common shares outstanding:
Basic	1,407.3		1,406.8		1,407.2			1,406.6		Basic	1,417.4		1,407.2		1,413.4		1,407.1
Diluted	1,422.9		1,419.4		1,421.5			1,418.8		Diluted	1,428.1		1,421.5		1,426.9		1,420.8

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

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

~~(Unaudited)~~(UNAUDITED)


	Third Quarter				First Nine Months					Second Quarter				First Six Months
(in millions)	2020		2019		2020		2019		(in millions)	2021		2020		2021		2020
Net income									Net income	$	448	$	298	$	773	$	454
Other comprehensive income									Other comprehensive income
Foreign currency translation adjustments									Foreign currency translation adjustments	112		151		128		(432)
Net change in pension and post-retirement liability, net of tax of $0, $0, $0 and $0, respectively									Net change in pension and post-retirement liability, net of tax of $0, $0, $0 and $0, respectively	0		0		0		(1)
Net change in cash flow hedges, net of tax of $(48), $0, $(26) and $0, respectively									Net change in cash flow hedges, net of tax of $(48), $0, $(26) and $0, respectively	(148)		1		(77)		1
Total other comprehensive income (loss)									Total other comprehensive income (loss)	(36)		152		51		(432)
Comprehensive income									Comprehensive income	412		450		824		22
Less: Comprehensive income attributable to non-controlling interest									Less: Comprehensive income attributable to non-controlling interest	0		0		0		0
Comprehensive income attributable to KDP	$	554	$	226	$	576	$	951	Comprehensive income attributable to KDP	$	412	$	450	$	824	$	22

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

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Unaudited)~~(

September 30, December 31,
(in millions, except share and per share data) 2020 2019
Assets
Current assets:
Cash and cash equivalents $ 191
$ 75
Restricted cash and restricted cash equivalents 27
26
Trade accounts receivable, net 1,051
1,115
Inventories 824
654
Prepaid expenses and other current assets 323
403
Total current assets 2,416
2,273
Property, plant and equipment, net 2,092
2,028
Investments in unconsolidated affiliates 90
151
Goodwill 20,029
20,172
Other intangible assets, net 23,834
24,117
Other non-current assets 889
748
Deferred tax assets 31
29
Total assets $ 49,381
$ 49,518
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,517
$ 3,176
Accrued expenses 1,067
939
Structured payables 160
321
Short-term borrowings and current portion of long-term obligations 2,182
1,593
Other current liabilities 403
445
Total current liabilities 7,329
6,474
Long-term obligations 11,707
12,827
Deferred tax liabilities 5,945
6,030
Other non-current liabilities 1,103
930
Total liabilities 26,084
26,261
Commitments and contingencies

Stockholders' equity:
Preferred stock, $0.01 par value, 15,000,000 shares authorized, no shares issued 0
0
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 1,407,253,294 and 1,406,852,305 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively 14
14
Additional paid-in capital 21,654
21,557
Retained earnings 1,845
1,582
Accumulated other comprehensive (loss) income (217 ) 104
Total stockholders' equity 23,296
23,257
Non-controlling interest 1
0
Total equity 23,297
23,257
Total liabilities and equity $ 49,381
$ 49,518
UNAUDITED)


	June 30,		December 31,
(in millions, except share and per share data)	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	167	$	240
Restricted cash and restricted cash equivalents	3		15
Trade accounts receivable, net	1,075		1,048
Inventories	897		762
Prepaid expenses and other current assets	474		323
Total current assets	2,616		2,388
Property, plant and equipment, net	2,420		2,212
Investments in unconsolidated affiliates	86		88
Goodwill	20,272		20,184
Other intangible assets, net	23,983		23,968
Other non-current assets	926		894
Deferred tax assets	41		45
Total assets	$	50,344	$	49,779
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	3,976	$	3,740
Accrued expenses	1,019		1,040
Structured payables	144		153
Short-term borrowings and current portion of long-term obligations	1,323		2,345
Other current liabilities	455		416
Total current liabilities	6,917		7,694
Long-term obligations	11,721		11,143
Deferred tax liabilities	5,972		5,993
Other non-current liabilities	1,491		1,119
Total liabilities	26,101		25,949
Commitments and contingencies	0		0
Stockholders' equity:
Preferred stock, $0.01 par value, 15,000,000 shares authorized, 0 shares issued	0		0
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 1,417,441,055 and 1,407,260,676 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	14		14
Additional paid-in capital	21,743		21,677
Retained earnings	2,357		2,061
Accumulated other comprehensive income	128		77
Total stockholders' equity	24,242		23,829
Non-controlling interest	1		1
Total equity	24,243		23,830
Total liabilities and equity	$	50,344	$	49,779

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

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(Unaudited)~~(

UNAUDITED)


	First Six Months
(in millions)	2021		2020
Operating activities:
Net income	$	773	$	454
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	206		183
Amortization of intangibles	67		66
Other amortization expense	80		76
Provision for sales returns	32		20
Deferred income taxes	(12)		(29)
Employee stock-based compensation expense	48		42
Loss on early extinguishment of debt	105		4

Gain on disposal of property, plant and equipment	(4)		(40)
Unrealized (gain) loss on foreign currency	(15)		12
Unrealized (gain) loss on derivatives	(72)		76
Equity in loss of unconsolidated affiliates	1		18
Impairment on investments and note receivable of unconsolidated affiliate	0		86
Other, net	3		36
Changes in assets and liabilities:
Trade accounts receivable	(41)		58
Inventories	(131)		(101)
Income taxes receivable and payables, net	(65)		69
Other current and non-current assets	(131)		(234)
Accounts payable and accrued expenses	293		260
Other current and non-current liabilities	2		6
Net change in operating assets and liabilities	(73)		58
Net cash provided by operating activities	1,139		1,062
Investing activities:




Purchases of property, plant and equipment	(204)		(276)
Proceeds from sales of property, plant and equipment	15		202
Purchases of intangibles	(12)		(15)
Issuance of related party note receivable	(2)		(6)
Other, net	3		3
Net cash used in investing activities	$	(200)	$	(92)

First Nine Months
(in millions) 2020 2019
Operating activities:
Net income attributable to KDP $ 897
$ 848
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense 272
271
Amortization of intangibles 100
94
Other amortization expense 118
135
Provision for sales returns 36
25
Deferred income taxes (27 ) (5 )
Employee stock-based compensation expense 62
47
Loss on early extinguishment of debt 4
9
(Gain) loss on disposal of property, plant and equipment (39 ) 11
Unrealized loss (gain) on foreign currency 14
(22 )
Unrealized loss on derivatives 47
60
Equity in loss of unconsolidated affiliates 19
38
Impairment on investments and note receivable of unconsolidated affiliate 102
0
Other, net 50
33
Changes in assets and liabilities:
Trade accounts receivable (1 ) 36
Inventories (175 ) (124 )
Income taxes receivable and payables, net (118 ) (9 )
Other current and non-current assets (387 ) (156 )
Accounts payable and accrued expenses 500
561
Other current and non-current liabilities 192
(49 )
Net change in operating assets and liabilities 11
259
Net cash provided by operating activities 1,666
1,803
Investing activities:
Acquisitions of businesses 0
(8 )
Issuance of related party note receivable (6 ) (22 )
Investments in unconsolidated affiliates (4 ) (16 )
Purchases of property, plant and equipment (356 ) (208 )
Proceeds from sales of property, plant and equipment 203
19
Purchases of intangibles (26 ) (4 )
Other, net 7
23
Net cash used in investing activities (182 ) (216 )

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)


	First Six Months
(in millions)	2021		2020
Financing activities:
Proceeds from issuance of Notes	$	2,150	$	1,500
Repayments of Notes	(3,595)		(250)
Proceeds from issuance of commercial paper	2,776		5,518
Repayments of commercial paper	(1,453)		(6,354)
Proceeds from KDP Revolver	0		1,850
Repayments of KDP Revolver	0		(1,850)
Proceeds from sale of stock by JAB	0		22

Repayments of 2019 KDP Term Loan	(425)		(730)
Proceeds from structured payables	73		86
Repayments of structured payables	(81)		(227)
Cash dividends paid	(424)		(423)
Proceeds from issuance of common stock	140		0
Tax withholdings related to net share settlements	(125)		0
Payments on finance leases	(27)		(24)
Other, net	(37)		(19)
Net cash used in financing activities	(1,028)		(901)
Cash, cash equivalents, restricted cash, and restricted cash equivalents:
Net change from operating, investing and financing activities	(89)		69
Effect of exchange rate changes	4		(3)
Beginning balance	255		111
Ending balance	$	170	$	177

Supplemental cash flow disclosures of non-cash investing activities:
Capital expenditures included in accounts payable and accrued expenses	$	213	$	180


Supplemental cash flow disclosures of non-cash financing activities:
Dividends declared but not yet paid	265		212
Finance lease additions	289		26
Supplemental cash flow disclosures:
Cash paid for interest	259		240
Cash paid for income taxes	305		118

First Nine Months
(in millions) 2020 2019
Financing activities:
Proceeds from controlling shareholder stock transactions 29
0
Proceeds from unsecured credit facility 1,850
0
Proceeds from senior unsecured notes 1,500
0
Proceeds from term loan 0
2,000
Net (payment) issuance of commercial paper (911 ) 335
Proceeds from structured payables 128
246
Payments on structured payables (290 ) (432 )
Payments on senior unsecured notes (250 ) (250 )
Payment on unsecured credit facility (1,850 ) 0
Payments on term loan (880 ) (2,873 )
Payments on finance leases (35 ) (29 )
Cash dividends paid (635 ) (633 )
Other, net (22 ) 10
Net cash used in financing activities (1,366 ) (1,626 )
Cash, cash equivalents, restricted cash and restricted cash equivalents — net change from:
Operating, investing and financing activities 118
(39 )
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents (11 ) 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 $ 218
$ 112

Supplemental cash flow disclosures of non-cash investing activities:
Measurement period adjustment of Core Nutrition LLC purchase price $ 0
$ (11 )
Capital expenditures included in accounts payable and accrued expenses 255
236
Non-cash acquisition of controlling interest 3
—
Purchases of intangibles 0
2
Supplemental cash flow disclosures of non-cash financing activities:
Dividends declared but not yet paid 211
210
Finance lease additions 30
49
Supplemental cash flow disclosures:
Cash paid for interest 250
273
Cash paid for income taxes 448
313

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

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

~~(Unaudited)~~(

Common Stock Issued Additional
Paid-In Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity Non-controlling Interest Total
Equity
(in millions, except per share data) Shares Amount
Balance as of January 1, 2020 1,406.8
$ 14
$ 21,557
$ 1,582
$ 104
$ 23,257
$ —
$ 23,257
Net income —
—
—
156
—
156
0
156
Other comprehensive loss —
—
—
—
(584 ) (584 ) —
(584 )
Dividends declared, $0.15 per share —
—
—
(211 ) —
(211 ) —
(211 )
Shares issued under employee stock-based compensation plans and other 0.3
—
—
—
—
—
—
—
Stock-based compensation and stock options exercised —
—
22
—
—
22
—
22
Balance as of March 31, 2020 1,407.1
14
21,579
1,527
(480 ) 22,640
—
22,640
Net income —
—
—
298
—
298
0
298
Other comprehensive income —
—
—
—
152
152
—
152
Dividends declared, $0.15 per share —
—
—
(212 ) —
(212 ) —
(212 )
Proceeds from controlling shareholder stock transactions —
—
22
—
—
22
—
22
Shares issued under employee stock-based compensation plans and other 0.1
—
—
—
—
—
—
—
Stock-based compensation and stock options exercised —
—
23
—
—
23
—
23
Balance as of June 30, 2020 1,407.2
14
21,624
1,613
(328 ) 22,923
—
22,923
Net income —
—
—
443
—
443
0
443
Other comprehensive income —
—
—
—
111
111
—
111
Dividends declared, $0.15 per share —
—
—
(211 ) —
(211 ) —
(211 )
Proceeds from controlling shareholder stock transactions —
—
7
—
—
7
—
7
Non-cash acquisition of controlling interest —
—
3
—
—
3
1
4
Shares issued under employee stock-based compensation plans and other 0.1
—
—
—
—
—
—
—
Stock-based compensation and stock options exercised —
—
20
—
—
20
—
20
Balance as of September 30, 2020 1,407.3
$ 14
$ 21,654
$ 1,845
$ (217 ) $ 23,296
$ 1
$ 23,297

~~Table of Contents~~UNAUDITED)


	Common Stock Issued				Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity		Non-controlling Interest		Total Equity
(in millions, except per share data)	Shares		Amount
Balance as of January 1, 2021	1,407.3		$	14	$	21,677	$	2,061	$	77	$	23,829	$	1	$	23,830
Net income	—		—		—		325		—		325		0		325
Other comprehensive income	—		—		—		—		87		87		—		87
Dividends declared, $0.15 per share	—		—		—		(212)		—		(212)		—		(212)
Issuance of common stock	4.3		—		140		—		—		140		—		140
Shares issued under employee stock-based compensation plans and other	5.7		—		—		—		—		—		—		—
Stock-based compensation and stock options exercised	—		—		(99)		—		—		(99)		—		(99)
Balance as of March 31, 2021	1,417.3		14		21,718		2,174		164		24,070		1		24,071
Net income	—		—		—		448		—		448		0		448
Other comprehensive income	—		—		—		—		(36)		(36)		—		(36)
Dividends declared, $0.1875 per share	—		—		—		(265)		—		(265)		—		(265)

Shares issued under employee stock-based compensation plans and other	0.1		—		—		—		—		—		—		—
Stock-based compensation and stock options exercised	—		—		25		—		—		25		—		25
Balance as of June 30, 2021	$	1,417.4	$	14	$	21,743	$	2,357	$	128	$	24,242	$	1	$	24,243

~~KEURIG DR PEPPER INC.~~

~~CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY~~

~~(Unaudited, Continued)~~

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
Balance as of January 1, 2019 1,405.9
$ 14
$ 21,471
$ 1,178
$ (130 ) $ 22,533
Adoption of new accounting standards —
—
—
(5 ) —
(5 )
Net income —
—
—
230
—
230
Other comprehensive income —
—
—
—
93
93
Dividends declared, $0.15 per share —
—
—
(211 ) —
(211 )
Measurement period adjustment —
—
11
—
—
11
Shares issued under stock-based compensation plans and other 0.8
—
—
—
—
—
Stock-based compensation and stock options exercised —
—
23
—
—
23
Balance as of March 31, 2019 1,406.7
14
21,505
1,192
(37 ) 22,674
Net income —
—
—
314
—
314
Other comprehensive income —
—
—
—
88
88
Dividends declared, $0.15 per share —
—
—
(212 ) —
(212 )
Stock-based compensation and stock options exercised —
—
19
—
—
19
Balance as of June 30, 2019 1,406.7
14
21,524
1,294
51
22,883
Net income —
—
—
304
—
304
Other comprehensive loss —
—
—
—
(78 ) (78 )
Dividends declared, $0.15 per share —
—
—
(210 ) —
(210 )
Shares issued under employee stock-based compensation plans and other 0.1
—
—
—
—
—
Stock-based compensation and stock options exercised —
—
15
—
—
15
Balance as of September 30, 2019 1,406.8
$ 14
$ 21,539
$ 1,388
$ (27 ) $ 22,914

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

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED, CONTINUED)


	Common Stock Issued			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity		Non-controlling Interest		Total Equity
(in millions, except per share data)	Shares	Amount
Balance as of January 1, 2020	1,406.8	$	14	$	21,557	$	1,582	$	104	$	23,257	$	0	$	23,257

Net income	—	—		—		156		—		156		—		156
Other comprehensive loss	—	—		—		—		(584)		(584)		—		(584)
Dividends declared, $0.15 per share	—	—		—		(211)		—		(211)		—		(211)

Shares issued under stock-based compensation plans and other	0.3	—		—		—		—		—		—		—
Stock-based compensation and stock options exercised	—	—		22		—		—		22		—		22
Balance as of March 31, 2020	1,407.1	14		21,579		1,527		(480)		22,640		0		22,640
Net income	—	—		—		298		—		298		—		298
Other comprehensive income	—	—		—		—		152		152		—		152
Dividends declared, $0.15 per share	—	—		—		(212)		—		(212)		—		(212)
Proceeds from controlling shareholder stock transactions	—	—		22		—		—		22		—		22
Shares issued under employee stock-based compensation plans and other	0.1	—		—		—		—		—		—		—
Stock-based compensation and stock options exercised	—	—		23		—		—		23		—		23
Balance as of June 30, 2020	1,407.2	$	14	$	21,624	$	1,613	$	(328)	$	22,923	$	0	$	22,923

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)~~(UNAUDITED)

1. General

ORGANIZATION

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

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

Effective September 18, 2020, at market close, the Company's common stock ceased to be listed on the New York Stock Exchange and on September 21, 2020, the following business day, KDP's common stock began trading on Nasdaq's Global Select Market at market open. The Company's stock ticker remains "KDP".

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with KDP's consolidated financial statements and accompanying notes, included in the Company's Annual Report.

Except as otherwise specified, references to the ~~"third~~"second quarter" indicate the Company's quarterly periods ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

PRINCIPLES OF CONSOLIDATION

KDP consolidates all wholly owned subsidiaries.

The Company consolidates investments in companies in which it holds the majority interest. In these cases, the third party equity interest is referred to as non-controlling interest. Non-controlling interests are presented as a separate component within equity in the unaudited Condensed Consolidated Balance Sheets, and net ~~earnings~~income attributable to the non-controlling interests are presented separately in the unaudited Condensed Consolidated Statements of Income.

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

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

USE OF ESTIMATES

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

RECLASSIFICATIONS

The Company reclassified amounts in the Financing Activities section of the unaudited condensed consolidated Statement of Cash Flows for the first six months of 2020 in order to conform to current year presentation. Refer to Note 2 for additional information about changes to the maturities of KDP’s commercial paper.

(in millions)

Prior Presentation

First Six Months of 2020

Proceeds from commercial paper

Net (repayment) issuance of commercial paper

5,518

Repayments of commercial paper

Net (repayment) issuance of commercial paper

(6,354)

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

~~RECLASSIFICATIONS~~

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

(in millions) Prior Presentation Revised Presentation For the First Nine Months of 2019
Net cash provided by operating activities:
Amortization of intangibles Amortization expense Amortization of intangibles $ 94
Other amortization expense⁽¹⁾
Amortization expense Other amortization expense 135
Loss on disposal of property, plant and equipment Other, net (Gain) loss on disposal of property, plant and equipment 11
Amortization of deferred financing fees Amortization expense Other, net 10
Amortization of bond fair value Amortization expense Other, net 20


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

RECENTLY ~~ISSUED ACCOUNTING STANDARDS~~ADOPTED PROVISIONS OF U.S. GAAP

InAs of January ~~2020,~~1, 2021, the ~~FASB issued~~Company adopted ASU ~~2020-01.~~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. The objective of ~~ASU 2020-01~~the new standard is to clarify the interaction of the accounting for equity securities, investments accounted for under the equity method of accounting and the accounting for certain forward contracts and purchased options accounted for under different topics in U.S. GAAP. ~~ASU 2020-01 is effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2020.~~ The ~~Company is currently evaluating~~adoption of the standard did not impact ~~of ASU 2020-01 but expects the impact to be immaterial to~~ KDP's consolidated financial statements.

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

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

~~Credit Losses~~

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

~~Refer to Note 12 for additional information.~~

~~Other Accounting Standards~~

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

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

2. Long-term Obligations and Borrowing Arrangements

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

(in millions) September 30, 2020 December 31, 2019
Senior unsecured notes $ 13,057
$ 11,802
Term loan 497
1,372
Subtotal 13,554
13,174
Less - current portion (1,847 ) (347 )
Long-term obligations $ 11,707
$ 12,827


(in millions)	June 30, 2021		December 31, 2020
Notes	$	11,721	$	13,065

Term loan	0		423
Subtotal	11,721		13,488
Less - current portion	0		(2,345)
Long-term obligations	$	11,721	$	11,143

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


(in millions)	June 30, 2021		December 31, 2020
Commercial paper notes	$	1,323	$	0
Revolving credit facilities	0		0
Current portion of long-term obligations:
Notes	0		2,246
Term loan	0		99
Short-term borrowings and current portion of long-term obligations	$	1,323	$	2,345

(in millions) September 30, 2020 December 31, 2019
Commercial paper notes $ 335
$ 1,246
Revolving credit facilities 0
0
Current portion of long-term obligations:
Senior unsecured notes 1,748
250
Term loan 99
97
Short-term borrowings and current portion of long-term obligations $ 2,182
$ 1,593

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

SENIOR UNSECURED NOTES

The Company's Notes consisted of the following:


(in millions, except %)
Issuance	Maturity Date	Rate	June 30, 2021		December 31, 2020
2021 Merger Notes	May 25, 2021	3.551%	$	0	$	1,750
2021-A Notes	November 15, 2021	3.200%	0		250
2021-B Notes	November 15, 2021	2.530%	0		250
2022 Notes	November 15, 2022	2.700%	0		250
2023 Merger Notes	May 25, 2023	4.057%	1,000		2,000
2023 Notes	December 15, 2023	3.130%	500		500
2024 Notes(1)	March 15, 2024	0.750%	1,150		0
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	May 1, 2030	3.200%	750		750
2031 Notes	March 15, 2031	2.250%	500		0
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	May 1, 2050	3.800%	750		750
2051 Notes	March 15, 2051	3.350%	500		0
Principal amount			$	11,875	$	13,225
Adjustment from principal amount to carrying amount(2)			(154)		(160)
Carrying amount			$	11,721	$	13,065

(in millions)
Issuance Maturity Date Rate September 30, 2020 December 31, 2019
2020 Notes⁽¹⁾
January 15, 2020 2.000% $ 0
$ 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
0
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
0
Principal amount $ 13,225
$ 11,975
Adjustment from principal amount to carrying amount⁽³⁾
(168 ) (173 )
Carrying amount $ 13,057
$ 11,802
(1)The 2024 Notes may be called anytime on or after March 15, 2022, in whole or in part, at the Company’s option, at a redemption price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest.

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

On March 15, 2021, the Company completed the issuance of the 2024 Notes, the 2031 Notes, and the 2051 Notes. The discount associated with these notes was approximately $3 million and the Company incurred $13 million in debt issuance costs. The net proceeds from the issuance were used to repay the Company’s 2021-A Notes, 2021-B Notes, 2022 Notes, and approximately $1 billion of the 2023 Merger Notes, as well as to repay and terminate the 2019 KDP Term Loan as described below. As a result of the repayments of senior unsecured notes, the Company recorded losses on early extinguishment of debt of $104 million during the first quarter of 2021, comprised of a make-whole premium, fair market value adjustments and deferred financing fees written off.

On May 25, 2021, the Company repaid the 2021 Merger Notes at maturity using commercial paper.


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

~~(2)~~

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


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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

VARIABLE-RATE BORROWING ARRANGEMENTS

The KDP Credit Agreements ~~consisted~~consist of the ~~following carrying values~~following:


(in millions)		June 30, 2021				December 31, 2020
Issuance	Maturity Date	Available Balances		Carrying Value		Carrying Value
2019 KDP Term Loan		$	—	$	0	$	425
KDP Revolver(1)	February 2023	2,400		0		0
2020 364-Day Credit Agreement		0		0		0
2021 364-Day Credit Agreement	March 2022	1,500		0		0
Principal amount				$	0	$	425
Unamortized discounts and debt issuance costs				0		(2)
Carrying amount				$	0	$	423

(1)The KDP Revolver has $200 million letters of credit availability and ~~estimated fair values that are not required to be measured at fair value in the unaudited Condensed Consolidated Balance Sheets:~~

(in millions) September 30, 2020 December 31, 2019
Issuance Maturity Date Available Balances Carrying Value Carrying Value
2019 KDP Term Loan⁽¹⁾
February 2023 $ —
$ 500
$ 1,380
KDP Revolver⁽²⁾
February 2023 2,400
0
0
2019 364-Day Credit Agreement May 2020 0
0
0
2020 364-Day Credit Agreement April 2021 1,500
0
0
Principal amount $ 500
$ 1,380
Unamortized discounts and debt issuance costs (3 ) (8 )
Carrying amount $ 497
$ 1,372

~~(1)~~

During the first quarter of 2020, the Company borrowed $380 million of commercial paper to voluntarily prepay a portion of its outstanding obligations under the 2019 KDP Term Loan. During the second quarter of 2020, the Company voluntarily prepaid an additional $300 million of its outstanding obligations with cash on hand. During the third quarter 2020, the Company voluntarily prepaid an additional $125 million of its outstanding obligations with commercial paper. As a result of these voluntary prepayments, the Company recorded 0 loss on early extinguishment during the third quarter of 2020 and $4 million loss on early extinguishment during the first nine months of 2020, respectively.


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

On April 14, 2020, the Company terminated the 2019 364-Day Credit Agreement and replaced it with the 2020 364-Day Credit Agreement in order to increase the commitment from $750 million to $1.5 billion. The 2020 364-Day Credit Agreement is unsecured, and its proceeds may be used for general corporate purposes. The interest rate applicable to borrowings under the 2020 364-Day Credit Agreement ranges from a rate equal to LIBOR plus a margin of ~~2.250% to 2.750% or a base rate plus a margin of 1.250% to 1.750%, depending on the rating of certain index debt of the Company. The 2020 364-Day Credit Agreement will mature on April 13,~~June 30, 2021.

As of ~~September~~June 30, ~~2020, the~~2021, ~~Company~~KDP was in compliance with all financial covenant requirements relating to the KDP Credit Agreements.

2019 KDP Term Loan

In March 2021, KDP voluntarily prepaid and terminated the 2019 KDP Term Loan using proceeds from the aforementioned issuance of senior subordinated notes, which resulted in $1 million of loss on early extinguishment of debt for the first six months of 2021.

364-Day Credit Agreements

In March 2021, KDP terminated its 2020 364-Day Credit Agreement, which was originally available through April 2021. No amounts were drawn under the 2020 364-Day Credit Agreement prior to termination.

KDP then entered into the 2021 364-Day Credit Agreement on March 24, 2021 among KDP, the banks party thereto and Bank of America, N.A. as administrative agent, pursuant to which KDP obtained a $1,500 million commitment. The interest rate applicable to borrowings under the 2021 364-Day Credit Agreement ranges 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 2021 364-Day Credit Agreement matures on March 23, 2022, and includes a term-out option which allows KDP to extend any outstanding amounts borrowed under the agreement for one year for a fee of 0.750% on the amounts borrowed.

Commercial Paper Program

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


	Second Quarter						First Six Months
(in millions, except %)	2021			2020			2021			2020
Weighted average commercial paper borrowings	$	907		$	497		$	467		$	1,081
Weighted average borrowing rates	0.26		%	1.10		%	0.26		%	1.68		%

Third Quarter First Nine Months
(in millions, except %) 2020 2019 2020 2019
Weighted average commercial paper borrowings $ 597
$ 1,726
$ 919
$ 1,746
Weighted average borrowing rates 0.31 % 2.48 % 1.38 % 2.73 %

In April 2021, KDP began issuing commercial paper notes with maturities greater than 90 days. KDP continues to classify its commercial paper notes as short-term, as maturities do not exceed one year.

Letter of Credit Facility

In addition to the portion of the KDP Revolver reserved for issuance of letters of credit, ~~the Company~~KDP 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 ~~September~~June 30, ~~2020~~2021 and $56 million of which remains available for use.

FAIR VALUE DISCLOSURES

The fair values of ~~each of the Company's~~KDP's commercial paper ~~notes and the 2019 KDP Term Loan~~ approximate the carrying value and are considered Level 2 within the fair value hierarchy.

The fair values of ~~the Company's~~KDP's Notes are based on current market rates available to ~~the Company~~KDP and are considered Level 2 within the fair value hierarchy. The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all the Notes and related unamortized costs to be incurred at such date. The fair value of ~~the Company's~~KDP's Notes was ~~$15,072~~$13,342 million and ~~$12,898~~$15,274 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

3.Goodwill and Other Intangible Assets

GOODWILL

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

(in millions) Coffee 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 (27 ) (17 ) (10 ) (89 ) (143 )
Balance as of September 30, 2020 $ 9,748
$ 5,284
$ 4,516
$ 481
$ 20,029


(in millions)	Coffee Systems		Packaged Beverages		Beverage Concentrates		Latin America Beverages		Total
Balance as of January 1, 2021	$	9,795	$	5,314	$	4,536	$	539	$	20,184
Foreign currency translation	54		19		12		3		88

Balance as of June 30, 2021	$	9,849	$	5,333	$	4,548	$	542	$	20,272

INTANGIBLE ASSETS OTHER THAN GOODWILL

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


(in millions)	June 30, 2021		December 31, 2020
Brands(1)	$	19,941	$	19,874
Trade names	2,480		2,480
Contractual arrangements	124		123
Distribution rights	66		57
Total	$	22,611	$	22,534

(in millions) September 30, 2020 December 31, 2019
Brands⁽¹⁾
$ 19,741
$ 19,948
Trade names 2,480
2,479
Contractual arrangements 121
122
Distribution rights 30
16
Total $ 22,372
$ 22,565

(1)The increase of $67 million in brands with indefinite lives was due to foreign currency translation during the first six months of 2021.


~~(1)~~	~~The decrease of $207 million in brands with indefinite lives was due to foreign currency translation during the first nine months of 2020.~~

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

September 30, 2020 December 31, 2019
(in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount
Acquired technology $ 1,146
$ (310 ) $ 836
$ 1,146
$ (255 ) $ 891
Customer relationships 635
(126 ) 509
638
(102 ) 536
Trade names 127
(66 ) 61
128
(55 ) 73
Contractual arrangements 24
(4 ) 20
24
(3 ) 21
Brands 21
(4 ) 17
10
(2 ) 8
Distribution rights 24
(5 ) 19
24
(1 ) 23
Total $ 1,977
$ (515 ) $ 1,462
$ 1,970
$ (418 ) $ 1,552


	June 30, 2021						December 31, 2020
(in millions)	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Acquired technology	$	1,146	$	(364)	$	782	$	1,146	$	(328)	$	818
Customer relationships	639		(152)		487		638		(135)		503
Trade names	128		(78)		50		127		(69)		58
Contractual arrangements	24		(6)		18		24		(5)		19
Brands	21		(7)		14		21		(5)		16
Distribution rights	29		(8)		21		26		(6)		20
Total	$	1,987	$	(615)	$	1,372	$	1,982	$	(548)	$	1,434

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

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
Amortization expense for intangible assets with definite lives $ 34
$ 31
$ 100
$ 94


	Second Quarter				First Six Months
(in millions)	2021		2020		2021		2020
Amortization expense	$	34	$	33	$	67	$	66

Amortization expense of these intangible assets over the remainder of ~~2020~~2021 and the next five years is expected to be as follows:


	Remainder of 2021		For the Years Ending December 31,
(in millions)	Remainder of 2021		2022		2023		2024		2025		2026
Expected amortization expense	$	67	$	134	$	132	$	124	$	109	$	105

Remainder of 2020 For the Years Ending December 31,
(in millions) 2021 2022 2023 2024 2025
Expected amortization expense for intangible assets with definite lives $ 33
$ 133
$ 132
$ 132
$ 123
$ 111

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

IMPAIRMENT TESTING

KDP conducts impairment tests on goodwill and all indefinite lived intangible assets annually, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. As a result of the changes to the Company’s operating segments effective January 1, 2021, as described in Note 7, which resulted in a change to the Company’s reporting units, management performed a step zero analysis as of the effective date of the goodwill for the impacted reporting units. The Company also performed an analysis as of June 30, 2021 to ensure that there were no additional triggering events which occurred during the quarter. As a result of these analyses, management did not identify any ~~circumstances, including the ongoing COVID-19 pandemic, that indicated~~indications that the carrying amount of any goodwill or any intangible asset may not be ~~recoverable as of September 30, 2020.~~recoverable.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

4.~~Investments~~

~~ACQUISITION OF CONTROLLING INTEREST IN REVIVE~~

On July 31, 2020, the Company closed on a stock purchase agreement to obtain a 66.4% ownership interest in Revive from Peet's for cash consideration of $1, with Peet's retaining a minority ownership interest. Revive is an organic, non-alcoholic kombucha brand, available in both traditional refrigerated and shelf-stable varieties. The transaction is considered a common control transaction due to KDP's relationship with Peet's through certain affiliates of JAB. The investment was accounted for as an acquisition of a controlling interest, and in accordance with the requirements of U.S. GAAP for common control transactions, KDP recognized all of Revive's assets and liabilities at their carrying values as of July 31, 2020, with the $3 million difference between the Company's ownership interest in the net assets and the purchase price recorded to additional paid-in capital. Refer to Note 1 for the Company's accounting policies with respect to consolidation of Revive and accounting for the non-controlling interest.

~~INVESTMENTS IN UNCONSOLIDATED AFFILIATES~~

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

September 30, December 31,
(in millions) Ownership Interest 2020 2019
BodyArmor 12.5 % $ 51
$ 52
Bedford 30.0 % 0
46
Dyla 12.4 % 12
13
Force 33.3 % 5
5
Beverage startup companies (various)
16
30
Other (various)
6
5
Investments in unconsolidated affiliates $ 90
$ 151

~~Impairments of Investments~~

~~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 investments 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.

~~Beverage Startup Companies~~

In September 2020, the Company tested its investment in LifeFuels, which is included in the Beverage startup companies line in the table above, for an other-than-temporary impairment as a result of continued losses, ongoing liquidity concerns and a lack of a buyer for LifeFuels. As a result of this analysis, the Company determined that the investment was fully impaired and recorded an impairment charge of approximately $16 million to the Impairment on investments and note receivable line in the Condensed Consolidated Statements of Income.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

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:~~

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
Keurig 2.0 exit $ 0
$ 0
$ 0
$ 1
DPS integration program 38
76
143
168
Total restructuring and integration charges $ 38
$ 76
$ 143
$ 169

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 September 30, 2020 along with charges to expense, cash payments and non-cash charges for the period specific to the DPS ~~Integration Program were as follows:~~

(in millions) Workforce Reduction Costs
Balance as of January 1, 2020 $ 15
Charges to expense 22
Cash payments (22 )
Non-cash adjustment items (4 )
Balance as of September 30, 2020 $ 11

~~RESTRUCTURING PROGRAMS~~

~~DPS Integration Program~~INTEGRATION PROGRAM

As part of the DPS Merger, the Company developed a program to deliver $600 million in synergies over a three-year period through supply chain optimization, reduction of indirect spend through new economies of scale, elimination of duplicative support functions and advertising and promotion optimization. The Company expects to incur total cash expenditures of $750 million, comprised of both capital expenditures and expense, and expects to complete the program byin 2021. The restructuring and integration program resulted in cumulative pre-tax charges of approximately ~~$530~~$679 million, primarily consisting of professional fees related to the integration and transformation and costs associated with severance and employee terminations, through ~~September~~June 30, ~~2020.~~

~~6. Income Taxes~~

~~Our effective tax rates~~2021. Restructuring and integration charges on the DPS Integration Program were as follows:

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
Effective tax rate 24.1 % 26.4 % 24.9 % 25.9 %


	Second Quarter				First Six Months
(in millions)	2021		2020		2021		2020
Restructuring and integration charges	$	49	$	52	$	92	$	105

~~For~~Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses on the ~~third quarter~~unaudited condensed consolidated financial statements. Restructuring liabilities for the DPS Integration Program, all of ~~2020,~~which were workforce reduction costs, were as follows for the provision for income taxes was lower than the third quarter of 2019 primarily due to a decrease of uncertain tax positions, which was slightly offset by an increase of U.S. taxation of foreign earnings.period presented:

For the first nine months of 2020, the provision for income taxes was lower than the first nine months of 2019 primarily due to the tax benefit received in the first nine months of 2020 from the release of uncertain tax positions.


(in millions)	Restructuring Liabilities
Balance as of January 1, 2021	$	14
Charges to expense	22
Cash payments	(19)

Balance as of June 30, 2021	$	17

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

7.5. Derivatives

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

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

For derivatives that are not designated or for which the designated hedging relationship is discontinued, the gain or loss on the instrument is recognized in earnings in the period of change.

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

INTEREST RATES

Economic Hedges

~~The~~ ~~Company~~KDP is exposed to interest rate risk related to its borrowing arrangements and obligations. The Company enters into interest rate swaps to provide predictability in the Company's overall cost structure ~~including both~~and to manage the balance of fixed-rate and variable-rate debt. KDP primarily enters into receive-fixed, pay-variable and receive-variable, pay-fixed ~~swaps.~~swaps and swaption contracts. A natural hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in interest expense in the unaudited Condensed Consolidated Statements of Income. As of ~~September~~June 30, ~~2020, all~~2021, economic interest rate ~~swap contracts will mature~~derivative instruments have maturities ranging from September 2021 to May 2028.

Cash Flow Hedges

In order to hedge the variability in ~~March~~cash flows from interest rate changes associated with the Company’s planned future issuances of long-term debt, during the first quarter of 2021, the Company entered into forward starting swaps and designated them as cash flow hedges. The forward starting swaps are planned to be unwound at the issuance of long-term debt. As of June 30, 2021, the forward starting swaps have mandatory termination dates ranging from June 2022 to May 2025.

FOREIGN EXCHANGE

~~The Company's Canadian and Mexican businesses purchase certain inventory through transactions denominated and settled~~KDP is exposed to foreign exchange risk in ~~U.S. dollars, a currency~~its international subsidiaries, which may transact in currencies that are different from the functional ~~currency~~currencies of those ~~businesses.~~subsidiaries. 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~~balance sheets of ~~the Canadian business. The accounts payable related to the inventory purchases and the intercompany notes~~each of these businesses are also subject to exposure from movements in exchange rates.

Economic Hedges

During the ~~third~~second quarter and first ~~nine~~six months of 2021 and 2020, ~~and 2019, the Company~~KDP held FX forward contracts to economically manage the balance sheet exposures resulting from changes in the FX exchange rates described above. The intent of these FX contracts is to minimize the impact of FX risk associated with balance sheet positions not in local currency. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same caption of the unaudited Condensed Consolidated Statements of Income as the associated risk. These FX contracts have maturities ranging from ~~October 2020~~July 2021 to September 2024 as of ~~September~~June 30, ~~2020.~~2021.

Cash Flow Hedges

During 2020, ~~the Company~~KDP began to designate certain FX forward contracts related to inventory purchases of the Canadian and Mexican businesses as cash flow hedges in order to manage the exposures resulting from changes in the FX rates described above. The intent of these FX contracts is to provide predictability in the Company's overall cost structure. These FX contracts, carried at fair value, have maturities ranging from ~~October 2020~~July 2021 to ~~December 2021~~March 2023 as of ~~September~~June 30, ~~2020.~~

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

2021.

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 ~~third~~second quarter and first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, 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 ~~October 2020~~July 2021 to January ~~2023~~2024 as of ~~September~~June 30, ~~2020.~~2021.

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~~KDP's outstanding derivative instruments by type:


(in millions)	June 30, 2021		December 31, 2020
Interest rate contracts
Forward starting swaps, designated as cash flow hedges	$	2,500	$	0
Receive-variable, pay-fixed interest rate swaps, not designated as hedging instruments	450		450
Receive-fixed, pay-variable interest rate swaps, not designated as hedging instruments	250		0
Swaptions, not designated as hedging instruments	250		0
FX contracts
Forward contracts, not designated as hedging instruments	522		476
Forward contracts, designated as cash flow hedges	434		333
Commodity contracts	518		450

September 30, December 31,
(in millions) 2020 2019
Interest rate contracts
Receive-fixed, pay-variable interest rate swaps⁽¹⁾
$ 0
$ 50
Receive-variable, pay-fixed interest rate swaps⁽²⁾
450
575
FX contracts
Forward contracts, not designated as hedging instruments 412
523
Forward contracts, designated as cash flow hedges 382
0
Commodity contracts 497
150


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


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

FAIR VALUE OF DERIVATIVE INSTRUMENTS

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

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

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:~~Sheets. All such instruments are designated level 2 within the fair value hierarchy.


(in millions)	Balance Sheet Location	June 30, 2021		December 31, 2020
Assets:
Interest rate contracts	Prepaid expenses and other current assets	$	2	$	0

Commodity contracts	Prepaid expenses and other current assets	104		45
Interest rate contracts	Other non-current assets	2		0

Commodity contracts	Other non-current assets	36		12

Liabilities:
Interest rate contracts	Other current liabilities	$	4	$	2
FX contracts	Other current liabilities	7		6
Commodity contracts	Other current liabilities	10		5
Interest rate contracts	Other non-current liabilities	1		7
FX contracts	Other non-current liabilities	21		9
Commodity contracts	Other non-current liabilities	3		2

(in millions) Fair Value Hierarchy Level Balance Sheet Location September 30,
2020 December 31,
2019
Assets:
Interest rate contracts 2 Prepaid expenses and other current assets $ 0
$ 1
FX contracts 2 Prepaid expenses and other current assets 1
0
Commodity contracts 2 Prepaid expenses and other current assets 14
30
Interest rate contracts 2 Other non-current assets 0
18
FX contracts 2 Other non-current assets 2
0
Commodity contracts 2 Other non-current assets 7
1

Liabilities:
Interest rate contracts 2 Other current liabilities $ 2
$ 0
FX contracts 2 Other current liabilities 2
2
Commodity contracts 2 Other current liabilities 20
10
Interest rate contracts 2 Other non-current liabilities 7
0
FX contracts 2 Other non-current liabilities 0
3
Commodity contracts 2 Other non-current liabilities 7
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:~~Sheets. All such instruments are designated level 2 within the fair value hierarchy.

(in millions) Fair Value Hierarchy Level Balance Sheet Location September 30,
2020 December 31,
2019
Assets:
FX contracts 2 Prepaid expenses and other current assets $ 2
$ 0
FX contracts 2 Other non-current assets 1
0

Liabilities:
FX contracts 2 Other current liabilities $ 1
$ 0


(in millions)	Balance Sheet Location	June 30, 2021		December 31, 2020
Assets:
FX contracts	Prepaid expenses and other current assets	$	1	$	0




Liabilities:
FX contracts	Other current liabilities	$	12	$	12
FX contracts	Other non-current liabilities	3		0

Interest rate contracts	Other non-current liabilities	101		0

IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS

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

Third Quarter First Nine Months
(in millions) Income Statement Location 2020 2019 2020 2019
Interest rate contracts Interest expense $ 0
$ 0
$ 9
$ 4
FX contracts Cost of sales 5
(2 ) (15 ) 1
FX contracts Other expense, net 7
10
(5 ) 16
Commodity contracts Cost of sales (45 ) 17
6
29
Commodity contracts SG&A expenses 5
3
41
(9 )
Total $ (28 ) $ 28
$ 36
$ 41

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~


		Second Quarter				First Six Months
(in millions)	Income Statement Location	2021		2020		2021		2020
Interest rate contracts	Interest expense	$	(5)	$	5	$	(13)	$	9
FX contracts	Cost of sales	5		3		9		(20)
FX contracts	Other (income) expense, net	6		5		11		(12)
Commodity contracts	Cost of sales	(39)		34		(56)		51
Commodity contracts	SG&A expenses	(27)		(9)		(56)		36
Total		$	(60)	$	38	$	(105)	$	64

IMPACT OF CASH FLOW HEDGES

The following table presents the ~~impact~~amount of (gain) loss reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income related to derivative instruments designated as cash flow hedging instruments ~~under U.S. GAAP:~~

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
FX contracts designated as hedges:
Amount of gain recognized in other comprehensive income⁽¹⁾
$ 1
$ 0
$ 2
$ 0


~~(1)~~	~~KDP expects that amounts reclassified from AOCI into net income during the next twelve months will be insignificant.~~

~~There was no hedge ineffectiveness~~ during the periods ~~presented.~~presented:


		Second Quarter				First Six Months
(in millions)	Income Statement Location	2021		2020		2021		2020
Interest rate contracts	Interest expense	$	0	$	0	$	0	$	0
FX contracts	Cost of sales	4		(1)		9		(1)

KDP expects to reclassify approximately $17 million of pre-tax net losses from AOCI into net income during the next twelve months related to its FX contracts. KDP does not expect to reclassify any amounts from AOCI into net income during the next twelve months related to its interest rate contracts.

6. Leases

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

The Company's lease agreements do not contain any material residual value guarantees or restrictive covenants, except for leases of certain manufacturing ~~properties that~~properties and of our Frisco headquarters, which contain residual value guarantees at the end of the ~~term. KDP has~~respective lease ~~agreements~~terms that approximate a percentage of the cost of the asset as of the inception of the lease. The Company considers the possibility of incurring costs associated with ~~lease and non-lease components, which are generally accounted for as a single lease component.~~the residual value guarantees to be remote.

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)	2021		2020		2021		2020
Operating lease cost	$	33	$	28	$	63	$	56
Finance lease cost
Amortization of right-of-use assets	17		11		30		22
Interest on lease liabilities	4		3		7		7
Variable lease cost(1)	7		7		15		13
Short-term lease cost	0		1		0		1
Sublease income	(1)		0		(1)		(1)
Total lease cost	$	60	$	50	$	114	$	98

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
Operating lease cost $ 28
$ 21
$ 84
$ 61
Finance lease cost
Amortization of right-of-use assets 12
17
34
37
Interest on lease liabilities 3
4
10
11
Variable lease cost⁽¹⁾
6
8
19
22
Short-term lease cost 0
2
1
5
Sublease income 0
(1 ) (1 ) (2 )
Total lease cost $ 49
$ 51
$ 147
$ 134
(1)Variable lease cost primarily consists of common area maintenance costs, property taxes, and adjustments for inflation.


~~(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 Nine Months
(in millions) 2020 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 75
$ 58
Operating cash flows from finance leases 11
11
Financing cash flows from finance leases 35
29


	First Six Months
(in millions)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	56	$	49
Operating cash flows from finance leases	7		7
Financing cash flows from finance leases	27		24

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

September 30, 2020 December 31, 2019
Weighted average discount rate
Operating leases 4.4 % 4.6 %
Finance leases 4.9 % 5.1 %
Weighted average remaining lease term
Operating leases 12 years
10 years
Finance leases 11 years
12 years

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~


	June 30, 2021		December 31, 2020
Weighted average discount rate
Operating leases	4.2	%	4.3	%
Finance leases	4.3	%	4.4	%
Weighted average remaining lease term
Operating leases	11 years		12 years
Finance leases	12 years		11 years

Future minimum lease payments for non-cancellable leases that have commenced and are reflected on the unaudited Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2020~~2021 were as follows:

(in millions) Operating Leases Finance Leases
Remainder of 2020 $ 22
$ 14
2021 93
50
2022 82
45
2023 74
40
2024 72
37
2025 65
33
Thereafter 444
167
Total future minimum lease payments 852
386
Less: imputed interest (187 ) (87 )
Present value of minimum lease payments $ 665
$ 299


(in millions)	Operating Leases		Finance Leases
Remainder of 2021	$	47	$	36
2022	95		86
2023	84		85
2024	79		80
2025	71		76
2026	60		99
Thereafter	387		274
Total future minimum lease payments	823		736
Less: imputed interest	(165)		(132)
Present value of minimum lease payments	$	658	$	604

SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED

As of ~~September~~June 30, ~~2020,~~2021, the Company has entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately ~~$640~~$301 million. These leases are expected to commence between the third and fourth ~~quarter of 2020 and third quarter~~quarters of 2021, with initial lease terms ranging from 5 years to 1710 years.

~~ASSET SALE-LEASEBACK TRANSACTIONS~~

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

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

7. Segments

Effective January 1, 2021, the Company modified its internal reporting and operating segments to reflect changes in the executive leadership team to further enhance speed-to-market and decision effectiveness. These modifications did not change the Company’s reportable segments. The Company's reportable segments consist of the following:

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

•The Packaged Beverages segment reflects sales in the U.S. and Canada from the manufacture and distribution of finished beverages and other products, including sales of the Company's own brands and third-party brands, through both the DSD and WD systems. DSD and WD have both been identified as operating segments that the Company aggregated into Packaged Beverages due to similar economic characteristics and similarities in the nature of finished goods sales and route-to-markets.

•The Beverage Concentrates segment reflects sales of the Company's branded concentrates and syrup to third-party bottlers primarily in the U.S. and Canada. Most of the brands in this segment are carbonated soft drink brands. Our FFS operating segment is aggregated with our Branded Concentrates operating segment into our Beverage Concentrates reportable segment due to similar economic characteristics and similarities in the nature of the product sold.

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

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

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


	Second Quarter				First Six Months
(in millions)	2021		2020		2021		2020
Segment Results – Net sales
Coffee Systems	$	1,101	$	1,043	$	2,243	$	2,016
Packaged Beverages	1,498		1,392		2,805		2,609
Beverage Concentrates	375		309		703		615
Latin America Beverages	166		120		291		237
Net sales	$	3,140	$	2,864	$	6,042	$	5,477


	Second Quarter				First Six Months
(in millions)	2021		2020		2021		2020
Segment Results – Income from operations
Coffee Systems	$	322	$	290	$	658	$	562
Packaged Beverages	258		208		433		397
Beverage Concentrates	254		220		492		417
Latin America Beverages	36		21		58		48
Unallocated corporate costs	(136)		(178)		(267)		(397)
Income from operations	$	734	$	561	$	1,374	$	1,027

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

8. Earnings Per Share

The following table presents the Company's basic and diluted EPS and shares ~~outstanding:~~outstanding. Anti-dilutive stock-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.


	Second Quarter				First Six Months
(in millions, except per share data)	2021		2020		2021		2020
Net income attributable to KDP	$	448	$	298	$	773	$	454

Weighted average common shares outstanding	1,417.4		1,407.2		1,413.4		1,407.1
Dilutive effect of stock-based awards	10.7		14.3		13.5		13.7
Weighted average common shares outstanding and common stock equivalents	1,428.1		1,421.5		1,426.9		1,420.8

Basic EPS	$	0.32	$	0.21	$	0.55	$	0.32
Diluted EPS	0.31		0.21		0.54		0.32

Third Quarter First Nine Months
(in millions, except per share data) 2020 2019 2020 2019
Basic EPS:
Net income attributable to KDP $ 443
$ 304
$ 897
$ 848
Weighted average common shares outstanding 1,407.3
1,406.8
1,407.2
1,406.6
Earnings per common share — basic $ 0.31
$ 0.22
$ 0.64
$ 0.60
Diluted EPS:
Net income attributable to KDP $ 443
$ 304
$ 897
$ 848
Weighted average common shares outstanding 1,407.3
1,406.8
1,407.2
1,406.6
Effect of dilutive securities:
Stock options 0.3
�� 0.5
0.3
0.6
RSUs 15.3
12.1
14.0
11.6
Weighted average common shares outstanding and common stock equivalents 1,422.9
1,419.4
1,421.5
1,418.8
Earnings per common share — diluted $ 0.31
$ 0.21
$ 0.63
$ 0.60

Anti-dilutive shares excluded from the diluted weighted average shares outstanding calculation 0
0
0.1
0.2

~~10.~~9. 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:

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
Total stock-based compensation expense $ 20
$ 13
$ 62
$ 47
Income tax benefit recognized in the Statements of Income (3 ) (3 ) (11 ) (10 )
Stock-based compensation expense, net of tax $ 17
$ 10
$ 51
$ 37


	Second Quarter				First Six Months
(in millions)	2021		2020		2021		2020
Total stock-based compensation expense	$	23	$	23	$	48	$	42
Income tax benefit	(4)		(4)		(8)		(8)
Stock-based compensation expense, net of tax	$	19	$	19	$	40	$	34

RESTRICTED ~~STOCK~~SHARE UNITS

The table below summarizes RSU activity:

RSUs Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value
(in millions)
Outstanding as of December 31, 2019 21,492,786
$ 18.14
2.6 $ 622
Granted 8,027,374
24.67

Vested and released (96,082 ) 16.82
3
Forfeited (1,804,187 ) 20.65

Outstanding as of September 30, 2020 27,619,891
$ 19.88
2.2 $ 762


	RSUs	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2020	26,688,304	$	19.66	2.0	$	854
Granted	3,972,147	28.28
Vested and released	(9,431,933)	10.42			317
Forfeited	(1,038,984)	25.00
Outstanding as of June 30, 2021	20,189,534	$	25.39	2.6	$	711

As of ~~September~~June 30, ~~2020,~~2021, there was ~~$350~~$344 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of ~~3.85~~3.7 years.

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

~~11. Accumulated Other Comprehensive (Loss) Income~~

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

(in millions) Foreign Currency Translation Adjustments Pension and PRMB Liabilities Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income
Balance as of July 1, 2020 $ (328 ) $ (1 ) $ 1
$ (328 )
Other comprehensive income 111
(1 ) 1
111
Balance as of September 30, 2020 $ (217 ) $ (2 ) $ 2
$ (217 )

Balance as of January 1, 2020 $ 104
$ 0
$ 0
$ 104
Other comprehensive income (loss) (321 ) (2 ) 2
(321 )
Balance as of September 30, 2020 $ (217 ) $ (2 ) $ 2
$ (217 )

Balance as of July 1, 2019 $ 55
$ (4 ) $ 0
$ 51
Other comprehensive income (82 ) 5
0
(77 )
Amounts reclassified from AOCI⁽¹⁾
0
(1 ) 0
(1 )
Balance as of September 30, 2019 $ (27 ) $ 0
$ 0
$ (27 )

Balance as of January 1, 2019 $ (126 ) $ (4 ) $ 0
$ (130 )
Other comprehensive income 99
5
0
104
Amounts reclassified from AOCI⁽¹⁾
0
(1 ) 0
(1 )
Balance as of September 30, 2019 $ (27 ) $ 0
$ 0
$ (27 )


~~(1)~~	~~Amounts reclassified from AOCI during the period represent settlement losses, which are recorded to SG&A expenses within the unaudited Condensed Consolidated Statements of Income.~~

~~12.Trade Accounts Receivables, Net~~

~~Trade accounts receivable are recorded at~~Total payments for the ~~invoiced amount and do not bear interest.~~

~~The~~ ~~Company~~ ~~is exposed~~employees' tax obligations 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~~relevant taxing authorities were $125 million 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 ~~nine~~six months of 2021, which were funded through the issuance of shares in at-the-market offerings, known as an ATM program. There were 0 such payments made during the first six months of 2020. ~~Allowances can be affected by changes in~~This payment is reflected as a financing activity within the ~~industry, customer credit issues or customer bankruptcies or expectations~~unaudited Condensed Consolidated Statements 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 presented was~~ ~~as follows:~~Cash Flows.

(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 18
Write-offs and adjustments (5 )
Balance as of September 30, 2020 $ 22

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

10. Revenue Recognition

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

The following table disaggregates KDP's revenue by portfolio:


(in millions)	Coffee Systems		Packaged Beverages		Beverage Concentrates		Latin America Beverages		Total
For the second quarter of 2021:
CSD(1)	$	0	$	711	$	368	$	122	$	1,201
K-Cup pods(2)	831		0		0		0		831
NCB(1)	0		673		4		44		721
Appliances	210		0		0		0		210
Other	60		114		3		0		177
Net sales	$	1,101	$	1,498	$	375	$	166	$	3,140

For the second quarter of 2020:
CSD(1)	$	0	$	621	$	304	$	91	$	1,016
K-Cup pods(2)	830		0		0		0		830
NCB(1)	0		662		2		28		692
Appliances	173		0		0		0		173
Other	40		109		3		1		153
Net sales	$	1,043	$	1,392	$	309	$	120	$	2,864

For the first six months of 2021:
CSD(1)	$	0	$	1,335	$	691	$	209	$	2,235
K-Cup pods(2)	1,734		0		0		0		1,734
NCB(1)	0		1,254		7		82		1,343
Appliances	384		0		0		0		384
Other	125		216		5		0		346
Net sales	$	2,243	$	2,805	$	703	$	291	$	6,042

For the first six months of 2020:
CSD(1)	$	0	$	1,184	$	606	$	173	$	1,963
K-Cup pods(2)	1,621		0		0		0		1,621
NCB(1)	0		1,224		4		63		1,291
Appliances	300		0		0		0		300
Other	95		201		5		1		302
Net sales	$	2,016	$	2,609	$	615	$	237	$	5,477

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

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

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

11. Income Taxes

The Company’s effective tax rates were as follows:


	Second Quarter				First Six Months
(in millions)	2021		2020		2021		2020
Effective tax rate	26.9	%	26.6	%	23.5	%	25.7	%

For the second quarter of 2021, the provision for income taxes was higher than the second quarter of 2020, which was primarily driven by the increase on the revaluation of state deferred tax liabilities due to state legislative changes in 2021. This increase was slightly offset by the decrease of U.S. taxation of foreign earnings.

For the first six months of 2021, the provision for income taxes was lower than the first six months of 2020, which was primarily driven by the tax benefit received from excess tax deductions that were generated from the vesting of RSUs during the first six months of 2021.

12. Investments in Unconsolidated Affiliates

The following table summarizes investments in unconsolidated affiliates as of June 30, 2021 and December 31, 2020:


(in millions)	Ownership Interest		June 30, 2021		December 31, 2020
BodyArmor	12.5	%	$	52	$	51

Dyla LLC	12.4	%	12		12
Force Holdings LLC(1)	33.3	%	5		5
Beverage startup companies(2)	(various)		11		15
Other	(various)		6		5
Investments in unconsolidated affiliates			$	86	$	88

(1)Force Holdings LLC has a 14.1% ownership interest in Dyla LLC.

(2)Beverage startup companies represent equity method investments in development stage entities and may include entities which are pre-revenue, in test markets, or in early operations.

13.Other Financial Information

CASH AND CASH EQUIVALENTS

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, 2021		December 31, 2020
Cash and cash equivalents	$	167	$	240
Restricted cash and restricted cash equivalents(1)	3		15
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the unaudited Condensed Consolidated Statement of Cash Flows	$	170	$	255

(in millions) September 30, 2020 December 31, 2019
Cash and cash equivalents $ 191
$ 75
Restricted cash and restricted cash equivalents⁽¹⁾
27
26
Non-current restricted cash and restricted cash equivalents included in Other non-current assets 0
10
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the unaudited Condensed Consolidated Statement of Cash Flows $ 218
$ 111
(1)Restricted cash and cash equivalents as of June 30, 2021 primarily represent amounts held in escrow in connection with the acquisitions of Core Nutrition LLC and Big Red Group Holdings, LLC, which have a corresponding holdback liability recorded in other current liabilities, as shown below. The decrease during the first six months of 2021 was primarily driven by the release of $10 million from escrow in April 2021 related to the 2017 acquisition of Bai Brands LLC.

ALLOWANCE FOR EXPECTED CREDIT LOSSES

Activity in the allowance for expected credit losses account during the periods presented was as follows:


(in millions)			Allowance for Expected Credit Losses

~~(1)~~			Restricted cash and cash equivalents primarily represent amounts held in escrow in connection with the acquisitions of Core Nutrition LLC, Bai Brands LLC and Big Red Group Holdings, LLC, which have a corresponding holdback liability recorded in other current liabilities, as shown below.

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

September 30, December 31,
(in millions) 2020 2019
Inventories:
Raw materials $ 275
$ 215
WIP 7
8
Finished goods 569
447
Total 851
670
Allowance for excess and obsolete inventories (27 ) (16 )
Total Inventories $ 824
$ 654
Prepaid expenses and other current assets:
Other receivables $ 60
$ 65
Customer incentive programs 64
12
Derivative instruments 17
31
Prepaid marketing 16
17
Spare parts 52
49
Assets held for sale⁽¹⁾
3
165
Income tax receivable 7
4
Other 104
60
Total prepaid expenses and other current assets $ 323
$ 403
Other non-current assets:
Customer incentive programs $ 71
$ 33
Marketable securities - trading⁽²⁾
37
40
Operating lease right-of-use assets 659
497
Derivative instruments 10
19
Equity securities without readily determinable fair values 1
1
Non-current restricted cash and restricted cash equivalents 0
10
Related party notes receivable⁽³⁾
0
50
Other 111
98
Total other non-current assets $ 889
$ 748


~~(1)~~Balance as of December 31, 2020			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.$

21
~~(2)~~Provision (reversal) for allowance for expected credit losses			Fair values of marketable securities are determined using quoted market prices from daily exchange traded markets, based on the closing price as of the balance sheet date, and are classified as Level 1. The fair value of marketable securities was $37 million and $40 million as of September 30, 2020 and December 31, 2019, respectively.

(13)
~~(3)~~Write-offs and adjustments	~~Refer to Note 4 for additional information.~~1
Balance as of June 30, 2021	$	9

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

September 30, December 31,
(in millions) 2020 2019
Accrued expenses:
Customer rebates & incentives $ 341
$ 362
Accrued compensation 160
183
Insurance reserve 46
39
Accrued interest 187
54
Accrued professional fees 16
31
Other accrued expenses 317
270
Total accrued expenses $ 1,067
$ 939
Other current liabilities:
Dividends payable $ 211
$ 212
Income taxes payable 22
75
Operating lease liability 73
69
Finance lease liability 40
41
Derivative instruments 25
12
Holdback liabilities 25
25
Other 7
11
Total other current liabilities $ 403
$ 445
Other non-current liabilities:
Pension and post-retirement liability $ 29
$ 29
Insurance reserves 71
66
Operating lease liability 592
427
Finance lease liability 259
269
Derivative instruments 14
4
Deferred compensation liability 37
40
Other 101
95
Total other non-current liabilities $ 1,103
$ 930

ACCOUNTS PAYABLE

KDP has an agreement with a third party administrator which allows participating suppliers to track payments from KDP, and if voluntarily elected by the supplier, to sell payment obligations from KDP to financial institutions. Suppliers can sell one or more of KDP's payment obligations at their sole discretion and the rights and obligations of KDP to its suppliers are not impacted. KDP has no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. KDP's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted. KDP has been informed by the third party administrator that as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019, $2,442~~2020, $2,901 million and ~~$2,097~~$2,578 million, respectively, of KDP's outstanding payment obligations were voluntarily elected by the supplier and sold to financial institutions.

SELECTED BALANCE SHEET INFORMATION

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


	June 30,		December 31,
(in millions)	2021		2020
Inventories:
Raw materials	$	286	$	260
Work-in-progress	6		6
Finished goods	628		520
Total	920		786
Allowance for excess and obsolete inventories	(23)		(24)
Total Inventories	$	897	$	762
Prepaid expenses and other current assets:
Other receivables	$	75	$	85
Customer incentive programs	68		34
Derivative instruments	107		45
Prepaid marketing	18		15
Spare parts	63		55
Assets held for sale	2		2
Income tax receivable	12		11
Other	129		76
Total prepaid expenses and other current assets	$	474	$	323
Other non-current assets:
Customer incentive programs	$	63	$	70
Marketable securities - trading(1)	44		41
Operating lease right-of-use assets	648		645
Derivative instruments	38		12

Equity securities without readily determinable fair values	1		1
Other	132		125
Total other non-current assets	$	926	$	894

(1)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 $44 million and $41 million as of June 30, 2021 and December 31, 2020, respectively.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)


	June 30,		December 31,
(in millions)	2021		2020
Accrued expenses:
Customer rebates & incentives	$	398	$	382
Accrued compensation	194		215
Insurance reserve	45		35
Accrued interest	55		57
Accrued professional fees	18		21
Other accrued expenses	309		330
Total accrued expenses	$	1,019	$	1,040
Other current liabilities:
Dividends payable	$	265	$	212
Income taxes payable	13		39
Operating lease liability	81		72
Finance lease liability	52		44
Derivative instruments	33		25
Holdback liabilities	2		15
Other	9		9
Total other current liabilities	$	455	$	416
Other non-current liabilities:
Pension and post-retirement liability	$	39	$	38
Insurance reserves	75		72
Operating lease liability	577		580
Finance lease liability	552		298
Derivative instruments	129		18
Deferred compensation liability	44		41
Other	75		72
Total other non-current liabilities	$	1,491	$	1,119

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

14. Accumulated Other Comprehensive Income (Loss)

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


(in millions)	Foreign Currency Translation Adjustments		Pension and Post-Retirement Benefit Liabilities		Cash Flow Hedges		Accumulated Other Comprehensive Income (Loss)
For the second quarter of 2021:
Beginning balance	$	111	$	(4)	$	57	$	164
Other comprehensive income	112		0		(152)		(40)
Amounts reclassified from AOCI	0		0		4		4
Other comprehensive income, net	112		—		(148)		(36)
Balance as of June 30, 2021	$	223	$	(4)	$	(91)	$	128

For the second quarter of 2020:
Beginning balance	$	(479)	$	(1)	$	0	$	(480)
Other comprehensive income	151		0		1		152
Balance as of June 30, 2020	$	(328)	$	(1)	$	1	$	(328)

For the first six months of 2021:
Beginning balance	$	95	$	(4)	$	(14)	$	77
Other comprehensive income	128		0		(84)		44
Amounts reclassified from AOCI	0		0		7		7
Other comprehensive income, net	128		—		(77)		51
Balance as of June 30, 2021	$	223	$	(4)	$	(91)	$	128

For the first six months of 2020:
Beginning balance	$	104	$	0	$	0	$	104
Other comprehensive loss	(432)		(1)		1		(432)

Balance as of June 30, 2020	$	(328)	$	(1)	$	1	$	(328)

The following table presents the amount of (gains)/losses reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income:


		Second Quarter				First Six Months
(in millions)	Income Statement Caption	2021		2020		2021		2020
Cash Flow Hedges:
Interest rate contracts	Interest expense	$	0	$	0	$	0	$	0
FX contracts	Cost of sales	4		0		9		0
Total		4		0		9		0
Income tax benefit		0		0		(2)		0
Total, net of tax		$	4	$	0	$	7	$	0

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED, CONTINUED)

15. Commitments and Contingencies

LEGAL MATTERS

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

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, Inc. 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 also 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 September 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.~~Keurig.

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 granted preliminary approval ~~prior to which putative class members will be given notice~~of the settlement in December 2020, and the ~~opportunity to opt out~~Company paid the settlement amount in January 2021. Final approval of the ~~settlement.~~settlement was granted by the court in June 2021.

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

Proposition 65 Litigation

In May 2011, CERT filed a lawsuit in the Superior Court of the State of California, County of Los Angeles, (Council for Education and Research on Toxics v. Brad Barry LLC, et al., Case No. BC461182), alleging that KGM, and certain other defendants who manufacture, package, distribute or sell coffee, failed to warn persons in California that KGM's coffee products expose persons to the chemical acrylamide in violation of Proposition 65.

KGM, as part of a joint defense group organized to defend against the lawsuit, disputed CERT's claims and asserted multiple affirmative defenses. The case was scheduled to proceed to a third phase for trial on damages, remedies and attorneys' fees, but such trial did not occur in light of California’s Office of Environmental Health Hazard Assessment proposal of a new Proposition 65 regulation clarifying that cancer warnings are not required for chemicals, such as acrylamide, that are present in coffee as a result of roasting coffee beans. After the regulation took effect in October 2019, the litigation continued based on, among other items, CERT’s contentions that the regulation is legally invalid and, alternatively, cannot be applied to its pending claims. In August 2020, the court granted the defendants' motion for summary judgment, effectively ending CERT's Proposition 65 litigation at the trial court ~~level, though~~level. CERT ~~may still file an appeal. If necessary,~~has filed its appeal brief, and the Company intends to continue to vigorously ~~defend~~defending itself in this action. However, the Company believes that the likelihood that it will incur a material loss in connection with the CERT litigation is remote and accordingly, no loss contingency has been recorded.

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~Unaudited, Continued)~~UNAUDITED, CONTINUED)

~~15.~~16. Related Parties

IDENTIFICATION OF RELATED PARTIES

~~Prior to August 19, 2020, KDP was indirectly controlled by~~ JAB ~~a privately held investor group. Since August 19, 2020, JAB continues to hold~~holds a significant but non-controlling interest in KDP. As of ~~September~~June 30, ~~2020,~~2021, JAB beneficially owned approximately ~~44%~~33% of KDP's outstanding common stock. JAB and its affiliates also hold investments in a number of other companies that have commercial relationships with the Company, including Peet's, Caribou Coffee Company, Inc., Panera Bread Company, Einstein Bros Bagels, and Krispy Kreme Doughnuts Inc.

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

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

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

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

KDP holds investments in certain brand ownership companies, and in certain instances, the Company also has rights in specified territories to bottle and/or distribute the brands owned by such companies. KDP purchases inventory from these brand ownership companies and sells finished product to third-party customers primarily in the U.S. Additionally, any transactions with significant partners in these investments, such as ABI, are considered related party transactions. ABI purchases Clamato from KDP and pays the Company a royalty for use of the brand name. Refer to Note 412 for additional information about KDP's investments in brand ownership companies.

~~16. Segments~~TABLE OF CONTENTS

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

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

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

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

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

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

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

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
Segment Results – Net sales
Coffee Systems $ 1,097
$ 1,065
$ 3,113
$ 3,023
Packaged Beverages 1,447
1,307
4,056
3,734
Beverage Concentrates 352
360
967
1,034
Latin America Beverages 124
138
361
395
Net sales $ 3,020
$ 2,870
$ 8,497
$ 8,186

Third Quarter First Nine Months
(in millions) 2020 2019 2020 2019
Segment Results – Income from operations
Coffee Systems $ 320
$ 310
$ 882
$ 890
Packaged Beverages 260
196
657
531
Beverage Concentrates 262
245
679
690
Latin America Beverages 25
25
73
62
Unallocated corporate costs (114 ) (196 ) (511 ) (508 )
Income from operations $ 753
$ 580
$ 1,780
$ 1,665

~~17. Revenue Recognition~~

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

~~KEURIG DR PEPPER INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited, Continued)~~

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

(in millions) Coffee Systems Packaged Beverages Beverage Concentrates Latin America Beverages Total
For the third quarter of 2020:
CSD⁽¹⁾
$ 0
$ 658
$ 345
$ 89
$ 1,092
NCB⁽¹⁾
0
689
4
35
728
K-Cup pods⁽²⁾
812
0
0
0
812
Appliances 230
0
0
0
230
Other 55
100
3
0
158
Net sales $ 1,097
$ 1,447
$ 352
$ 124
$ 3,020

For the first nine months of 2020:
CSD⁽¹⁾
$ 0
$ 1,842
$ 951
$ 262
$ 3,055
NCB⁽¹⁾
0
1,913
8
98
2,019
K-Cup pods⁽²⁾
2,433
0
0
0
2,433
Appliances 530
0
0
0
530
Other 150
301
8
1
460
Net sales $ 3,113
$ 4,056
$ 967
$ 361
$ 8,497

For the third quarter of 2019:
CSD⁽¹⁾
$ 0
$ 577
$ 352
$ 100
$ 1,029
NCB⁽¹⁾
0
626
4
37
667
K-Cup pods⁽²⁾
824
0
0
0
824
Appliances 187
0
0
0
187
Other 54
104
4
1
163
Net sales $ 1,065
$ 1,307
$ 360
$ 138
$ 2,870

For the first nine months of 2019:
CSD⁽¹⁾
$ 0
$ 1,640
$ 1,012
$ 282
$ 2,934
NCB⁽¹⁾
0
1,789
9
111
1,909
K-Cup pods⁽²⁾
2,400
0
0
0
2,400
Appliances 464
0
0
0
464
Other 159
305
13
2
479
Net sales $ 3,023
$ 3,734
$ 1,034
$ 395
$ 8,186

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


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

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

The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report, as filed on February ~~27, 2020.~~25, 2021.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including, in particular, statements about anticipated benefits and expenses of the DPS Merger and other transactions, including estimated synergies, deleveraging and associated cash management, and cost savings, the impact of COVID-19, future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation, labor matters and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as “outlook,” “guidance,” “anticipate,” “expect,” “believe,” “could,” “estimate,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would,” and similar words, phrases or expressions and variations or negatives of these words in this Quarterly Report on Form 10-Q. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in Part I, Item 1A of our Annual Report, ~~and in Part II, Item 1A of this Quarterly Report on Form 10-Q,~~ as well as our subsequent filings with the SEC. Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this Quarterly Report on Form 10-Q, except to the extent required by applicable securities laws.

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

OVERVIEW

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

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

The beverage market is subject to some seasonal variations. Our cold beverage sales are generally higher during the warmer months, while hot beverage sales are generally higher during the cooler months. Overall beverage sales can be influenced by the timing of holidays and weather fluctuations. Sales of brewing systems and related accessories are generally higher during the second half of the year due to the holiday shopping season.

COFFEE SYSTEMS

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

Our Coffee Systems segment manufactures over 75% of the pods in the ~~single serve~~single-serve K-Cup pod format in the U.S. We manufacture and sell 100% of the K-Cup pods of ~~our own~~the following brands ~~such as~~to retailers, away from home channel participants and end-use consumers: Green Mountain Coffee Roasters, The Original Donut Shop, McCafé, Laughing Man, REVV, and Van Houtte.

We ~~have licensing~~manufacture and ~~manufacturing agreements with~~sell K-Cup pods for the following brands to our ~~partner brands, including brands such as~~partners, who in turn sell them to retailers: Starbucks, Smuckers, Peet's, Dunkin' Donuts, Folgers, Newman’s Own Organics, ~~McCafé, Peet's Coffee,~~ Caribou Coffee, Eight O’Clock, Maxwell House, and Tim Hortons, ~~and~~as well as private label arrangements. ~~Our Coffee Systems segment~~Generally, we are able to sell these brands to our away from home channel participants and end-use consumers. We also ~~has~~have 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.~~cider, including under our own brand, Mott's.

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

PACKAGED BEVERAGES

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

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

~~Approximately 95%~~The majority of our ~~2019~~ Packaged Beverages net sales ~~came~~come 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~~We also recognize net sales ~~came~~in this segment from the distribution of our partner brands such as evian, Vita Coco, ~~coconut water, evian water, Neuro drinks, High Brew~~Peet's RTD Coffee, ~~Forto Coffee shots,~~ A Shoc energy drinks, ~~Peet's RTD Coffee and~~ Runa energy ~~drinks.~~drinks and Polar sparkling seltzer waters. We provide a route-to-market for third party brand owners seeking effective distribution for their new and emerging brands. These brands give us exposure in certain markets to fast growing segments of the beverage industry with minimal capital investment.

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

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

BEVERAGE CONCENTRATES

Our Beverage Concentrates segment is principally a brand ownership business where we manufacture and sell beverage concentrates in the U.S. and Canada. Most of the brands in this segment are CSD brands. Key brands include Dr Pepper, Canada Dry, Crush, Schweppes, Sun Drop, Sunkist soda, A&W, 7UP, Squirt, Big Red, RC Cola and Hawaiian Punch. Almost all of our beverage concentrates are manufactured at our plant in St. Louis, Missouri. We are expanding our manufacturing capabilities to include a concentrate manufacturing facility in Ireland in 2021.

Beverage concentrates are shipped to third party bottlers, as well as to our own manufacturing systems, who combine them with carbonation, water, sweeteners and other ingredients, package the combined product in aluminum cans, PET containers and glass bottles, and sell them as a finished beverage to ~~retailers.~~retailers through our Branded Concentrates operating segment. 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.~~consumers through our FFS operating segment. Dr Pepper represents most of our ~~fountain channel~~FFS 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.~~channels.

LATIN AMERICA BEVERAGES

Our Latin America Beverages segment is a brand ownership, manufacturing and distribution business, with operations in Mexico representing approximately 90% of the segment's ~~2019~~2020 net sales. This segment participates mainly in the carbonated mineral water, flavored CSD, bottled water and vegetable juice ~~with particular strength in carbonated mineral water, vegetable juice categories and grapefruit flavored CSDs.~~categories. The largest brands include Peñafiel, Clamato, Squirt, ~~Clamato,~~ Aguafiel and Crush.

In Mexico, we manufacture and distribute our products through our bottling operations and third party bottlers and distributors. We sell our finished beverages through all major Mexican retail channels, including 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~~Coffee Systems K-Cup Pod and Appliance Sales Volume

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

~~Concentrate case sales represent units of measurement for concentrates~~individual K-Cup pods 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.customers.

Packaged Beverages and Latin America Beverages Sales Volume

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

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

In our ~~Coffee Systems segments,~~Beverage Concentrates segment, we measure our sales volume as ~~the number of appliances and the number of individual K-Cup pods~~concentrate case sales for concentrates sold by us to our ~~customers.~~bottlers and distributors. A concentrate case is the amount of concentrate needed to make one case of 288 fluid ounces of finished beverage, the equivalent of 24 twelve ounce servings. It does not include any other component of the finished beverage other than concentrate.

COMPARABLE RESULTS OF OPERATIONS

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

EXECUTIVE SUMMARY

Financial Overview - Second Quarter of 2021 as compared to Second Quarter of 2020

As Reported, in millions (except EPS)

As Adjusted, in millions (except EPS)

Key Events During the Second Quarter of 2021

On May 25, 2021, we repaid our 2021 Merger Notes at maturity using commercial paper. During the second quarter of 2021, we made net repayments of our Notes, our commercial paper and our other credit agreements of $427 million.

Additionally, on May 25, 2021, our Board of Directors declared a regular quarterly dividend of $0.1875 per share, an increase of 25% compared to the previous quarterly dividend, which was paid on July 15, 2021 to shareholders of record as of July 1, 2021.

Impact of COVID-19 on our Financial Statements

The impact of COVID-19 on our third quarter net sales performance presented both headwinds and tailwinds across the business and within the segments, requiring strong portfolio, package 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 drive overall performance and deliver a strong third quarter compared to the prior year period.

Coffee Systems experienced growth in K-Cup coffee pods for at-home consumption and strong double-digit growth in brewers, which more than offset the continued significant decline in away-from-home consumption due to weaknesses in the office coffee channel, as elevated work-from-home trends persisted throughout the quarter. Sales in the e-commerce channel were again very strong, as consumers continue to shift purchases to the on-line channel, including at the Keurig.com retail site.

Packaged Beverages experienced a net benefit from strong in-market execution, driven by net sales and market share growth in the majority of the segment's beverage portfolio. Performance in large-format channels continued to be strong across multi-pack and take-home packages, and performance in the convenience and gas channels improved during the quarter, as consumer mobility increased.

Beverage Concentrates experienced a decline due to the fountain foodservice component of the business, which services restaurants and hospitality, as a result of the impact of shutdowns and reductions in occupant capacity, which improved throughout the quarter, reflecting a modest reopening of quick-serve and other fast-casual restaurants.

~~Latin America Beverages experienced a modest decline in sales volumes driven by limited consumer mobility in Mexico.~~

The current environment has increased operating costs, requiring us to take deliberate action. In addition to strong portfolio, package and channel mix management to optimize overall net sales performance, we maintained our strong cost discipline, which included the following:

~~Reduced marketing expense, given the current COVID-19 landscape which has reduced the effectiveness and return on these marketing investments; and~~

~~Significantly reduced 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 this~~ ~~Management's Discussion and Analysis.~~ ~~Refer to the section~~ ~~Uncertainties and Trends Affecting our Business - COVID-19 Pandemic Disclosures~~ ~~below for further information.~~

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



	Items Affecting Comparability(1)
(in millions)	Employee Compensation Expense(2)		Employee Protection Costs(3)		Allowances for Expected Credit Losses(4)		Inventory Write-Downs(5)		Total
For the second quarter of 2021:
Coffee Systems	$	1	$	4	$	(2)	$	—	$	3
Packaged Beverages	3		3		(8)		—		(2)
Beverage Concentrates	—		—		(3)		—		(3)
Latin America Beverages	—		—		—		—		—
Total	$	4	$	7	$	(13)	$	—	$	(2)

For the second quarter of 2020:
Coffee Systems	$	7	$	2	$	—	$	8	$	17
Packaged Beverages	38		16		—		—		54
Beverage Concentrates	—		—		4		—		4
Latin America Beverages	—		—		—		—		—
Total	$	45	$	18	$	4	$	8	$	75

For the first six months of 2021:
Coffee Systems	$	2	$	13	$	(2)	$	—	$	13
Packaged Beverages	6		5		(8)		—		3
Beverage Concentrates	—		—		(3)		—		(3)
Latin America Beverages	—		1		—		—		1
Total	$	8	$	19	$	(13)	$	—	$	14

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	—		—		—		—		—
Total	$	48	$	20	$	14	$	8	$	90

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 third quarter of 2020:
Coffee Systems $ 7
$ 5
$ —
$ —
$ 12
Packaged Beverages 32
4
—
—
36
Beverage Concentrates —
—
—
—
—
Latin America Beverages —
1
—
—
1
Total $ 39
$ 10
$ —
$ —
$ 49

For the first nine months of 2020:
Coffee Systems $ 14
$ 7
$ 2
$ 8
$ 31
Packaged Beverages 73
22
8
—
103
Beverage Concentrates —
—
4
—
4
Latin America Beverages —
1
—
—
1
Total $ 87
$ 30
$ 14
$ 8
$ 139


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


~~(2)~~	Reflects temporary incremental frontline incentive pay and the associated taxes in order to maintain essential operations during the COVID-19 pandemic. Impacts both cost of sales and SG&A expenses. Beginning in mid-September 2020, we have discontinued the incremental frontline incentive pay program.


~~(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 the first nine months of 2020. Impacts cost of sales.~~

~~Financial Overview~~

~~Net sales increased $150 million, or 5.2%, to $3,020 million for the third quarter of 2020 compared with $2,870 million~~ in the ~~prior year period. This performance~~reconciliation of our Adjusted Non-GAAP financial measures.

(2)In 2021, amounts include pay for temporary employees, including the associated taxes, as well as incremental benefits provided to frontline workers such as extended sick leave, in order to maintain essential operations during the COVID-19 pandemic. In 2020, amounts primarily reflected ~~higher volume/mix~~temporary incremental frontline incentive pay and benefits, as well as pay for temporary employees, including the associated taxes. Impacts both cost of ~~6.6%, partially offset by lower net price realization of 0.8%~~sales and ~~unfavorable FX translation of 0.6%, primarily in our Latin America Beverages segment.~~

Net income increased $139 million to $443 million for the third quarter of 2020 as compared to $304 million in the prior year period, reflecting strong growth in income from operations, driven primarily by the continued benefit of productivity and merger synergies, lower marketing expense and higher volume/mix, partially offset by $49 million of additional pre-tax expenses associated with COVID-19. Other favorable drivers included lower interest expense due to continued deleveraging and the impact of a lower effective tax rate, partially offset by a non-cash impairment on an equity investment.

~~Table of Contents~~SG&A expenses.

Adjusted net income increased $106 million to $557 million for the third quarter of 2020 as compared to Adjusted net income of $451 million in the prior year period, reflecting the continued benefit of productivity and merger synergies, lower marketing expense and volume/mix growth, which were partially offset by lower net price realization and higher manufacturing and operating(3)Includes costs associated with ~~increased consumer retail demand for our products. Other drivers included lower interest expense due to continued deleveraging~~personal protective equipment, temperature scans, cleaning and other sanitization services. Impacts both cost of sales and SG&A expenses.

(4)In 2020, allowances reflected the expected impact of ~~a lower effective tax rate.~~the economic uncertainty caused by COVID-19, leveraging estimates of credit worthiness, default and recovery rates for certain of our customers. In 2021, reversals of those previously recorded allowances reflect improving economic conditions. Impacts SG&A expenses.

~~Diluted EPS increased 47.6% to $0.31 per diluted share as compared to $0.21 in the prior year period.~~(5)Impacts cost of sales.

~~Adjusted diluted EPS increased 21.9% to $0.39 per diluted share as compared to Adjusted diluted EPS of $0.32 per diluted share in the prior year period.~~

During the first nine months of 2020, we made net repayments of $541 million related to our commercial paper notes, KDP Revolver, 2019 KDP Term Loan and our Notes. Additionally, we repaid $290 million and added $128 million of structured payables during the first nine months of 2020.

In July 2020, we entered into a long-term franchise agreement with Polar Beverages to manufacture and distribute Polar Seltzer sparkling seltzer waters. The manufacture and distribution of Polar Beverages products will launch in early markets in the fourth quarter of 2020 and is anticipated to reach nationwide distribution throughout our DSD network in the first half of 2021.

Effective September 18, 2020, at market close, our common stock ceased to be listed on the New York Stock Exchange and on September 21, 2020, the following business day, our common stock began trading on Nasdaq's Global Select Market at market open. Our stock ticker remains "KDP".

~~Effective October 19, 2020, we were added to the Nasdaq-100 Index.~~

On October 28, 2020, we announced an agreement that will allow us to sell and distribute certain KDP brands in 18 counties in New York and New Jersey. Honickman is selling these rights to a third party and we will enter into a simultaneous transaction with the third-party to gain long-term access to these rights in exchange for the payment of an annual fee.

RESULTS OF OPERATIONS

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

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

Non-GAAP financial measures are provided in addition to U.S. GAAP measures. Such non-GAAP financial measures are excluded from the Results of Operations by Segment when there is no difference between the non-GAAP and the corresponding U.S. GAAP measure. See Non-GAAP Financial Measures for more information, including reconciliations to the corresponding U.S. GAAP measures.

~~Third~~Second Quarter of ~~2020~~2021 Compared to ~~Third~~Second Quarter of ~~2019~~2020

Consolidated Operations

The following table sets forth our unaudited condensed consolidated results of operations for the ~~third~~second quarter of ~~2020~~2021 and ~~2019:~~2020:


	Second Quarter						Dollar		Percentage
($ in millions, except per share amounts)	2021			2020			Change		Change
Net sales	$	3,140		$	2,864		$	276	9.6	%
Cost of sales	1,370			1,302			68		5.2
Gross profit	1,770			1,562			208		13.3
Selling, general and administrative expenses	1,039			1,001			38		3.8
Other operating income, net	(3)			—			(3)		NM
Income from operations	734			561			173		30.8
Interest expense	125			157			(32)		(20.4)
Loss on early extinguishment of debt	—			2			(2)		NM

Other (income) expense, net	(4)			(4)			—		NM
Income before provision for income taxes	613			406			207		51.0
Provision for income taxes	165			108			57		52.8
Net income	$	448		$	298		150		50.3

Earnings per common share:
Basic	$	0.32		$	0.21		$	0.11	52.4	%
Diluted	0.31			0.21			0.10		47.6

Gross margin	56.4		%	54.5		%			190 bps
Operating margin	23.4		%	19.6		%			380 bps
Effective tax rate	26.9		%	26.6		%			30 bps

Third Quarter Dollar Percentage
($ in millions, except per share amounts) 2020 2019 Change Change
Net sales $ 3,020
$ 2,870
$ 150
5.2 %
Cost of sales 1,316
1,245
71
5.7
Gross profit 1,704
1,625
79
4.9
Selling, general and administrative expenses 949
1,012
(63 ) (6.2 )
Other operating expense (income), net 2
33
(31 ) NM
Income from operations 753
580
173
29.8
Interest expense 148
158
(10 ) (6.3 )
Loss on early extinguishment of debt —
—
—
NM
Impairment on investments and note receivable 16
—
16
NM
Other expense, net 5
9
(4 ) NM
Income before provision for income taxes 584
413
171
41.4
Provision for income taxes 141
109
32
29.4
Net income $ 443
$ 304
139
45.7

Earnings per common share:

Basic $ 0.31
$ 0.22
$ 0.09
40.9 %
Diluted 0.31
0.21
0.10
47.6

Gross margin 56.4 % 56.6 % (20 bps)
Operating margin 24.9 % 20.2 % 470 bps
Effective tax rate 24.1 % 26.4 % (230 bps)

Sales Volume. The following table sets forth changes in sales volume for the ~~third~~second quarter of ~~2020~~2021 compared to the prior year period:



	~~Increase~~Percentage Change
K-Cup pod volume	~~2.4~~0.2	%
Brewer volume	~~33.7~~29.0
CSD sales volume	~~1.4~~7.2
NCB sales volume	~~0.1~~(5.5)

Net Sales. Net sales increased ~~$150~~$276 million, or ~~5.2%~~9.6%, to ~~$3,020~~$3,140 million for the ~~third~~second quarter of ~~2020~~2021 compared with ~~$2,870~~$2,864 million in the prior year period. This performance reflected ~~higher~~ volume/mix growth of ~~6.6%~~6.1%, ~~partially offset by lower~~higher net price realization of ~~0.8%~~2.0% and ~~unfavorable~~favorable FX translation of ~~0.6%, primarily in our Latin America Beverages segment.~~1.5%.

Gross Profit. Gross profit increased ~~$79~~$208 million for the ~~third~~second quarter of ~~2020~~2021 compared with the prior year period. This performance primarily reflected the impact of ~~higher~~growth in volume/mix, ~~the~~higher net price realization, a favorable change in unrealized commodity mark-to-market impacts, ~~and~~ the benefit of productivity and merger ~~synergies.~~synergies and favorable FX impacts, including both transaction and translation. These benefits were partially offset by ~~lower net price realization, $19 million in COVID-19 charges, increases in other~~higher manufacturing costs, due to both the growth in volume/mix and ~~unfavorable FX translation.~~inflation in input costs. Gross margin ~~decreased 20~~increased 190 bps versus the year ago period to 56.4%, driven by our Beverage Concentrates segment.

Selling, General and Administrative Expenses. SG&A expenses ~~decreased $63~~increased $38 million, or ~~6.2%~~3.8%, to ~~$949~~$1,039 million for the ~~third~~second quarter of ~~2020~~2021 compared with ~~$1,012~~$1,001 million in the prior year period. The ~~decrease~~increase was driven by ~~lower~~higher marketing expense and increases in logistics, driven by both inflation and higher volume/mix. These increases were partially offset by reduced expenses related to the COVID-19 pandemic, a favorable comparison to an increase in our litigation reserve in the prior year period, and the benefit of productivity and merger synergies and reduced travel and entertainment expenses, which were partially offset by $30 million in COVID-19 charges and higher operating costs, such as logistics and labor, associated with the strong consumer demand for our products.

~~Other Operating Expense (Income), Net.~~Other operating expense (income), net had a favorable change of $31 million for the third quarter of 2020 compared with the prior year period, primarily due to integration expenses in the third quarter of 2019 related to unfavorable fair value adjustments on real estate assets.synergies.

Income from Operations. Income from operations increased $173 million to ~~$753~~$734 million for the ~~third~~second quarter of ~~2020~~2021 compared to ~~$580~~$561 million in the prior year period due to the increase in gross profit, ~~lower~~partially offset by increased SG&A ~~expenses and the favorable change in other operating (income) expense, net.~~expenses. Operating margin increased ~~470~~380 bps versus the year ago period to ~~24.9%~~23.4%.

Interest Expense. Interest expense decreased ~~$10~~$32 million, or ~~6.3%~~20.4%, to ~~$148~~$125 million for the ~~third~~second quarter of ~~2020~~2021 compared with ~~$158~~$157 million in the prior year period. This change was primarily the result of the benefit of ~~lower indebtedness due to~~our strategic refinancing initiatives and continued ~~deleveraging.~~

~~Impairment~~deleveraging, realized gains on ~~Investments and Note Receivable.~~ ~~Impairment on investments and note receivable reflected a non-cash impairment charge of $16 million for~~certain interest rate contracts in the ~~third~~second quarter of ~~2020 associated with our LifeFuels investment. Refer to Note 4 for additional information regarding the impairment charge.~~2021, and a favorable change in unrealized mark-to-market impacts on interest rate contracts.

Effective Tax Rate. The effective tax rate ~~decreased 230~~increased 30 bps to ~~24.1%~~26.9% for the ~~third~~second quarter of ~~2020,~~2021, compared to ~~26.4%~~26.6% in the prior year ~~period. This decrease was~~period, primarily driven by the increase on the revaluation of deferred tax liabilities due to ~~a decrease~~state legislative changes in ~~our uncertain tax positions as a result of examination settlements, slightly~~2021. This increase was mostly offset by ~~an increase~~the decrease of U.S. taxation of foreign ~~earnings in the current period.~~earnings.

Adjusted Results of Operations

The following table sets forth certain unaudited condensed consolidated adjusted results of operations for the ~~third~~second quarter of ~~2020~~2021 and ~~2019:~~2020:


	Third Quarter						Dollar			Percent			Second Quarter						Dollar		Percent
(in millions, except per share amounts)	2020			2019			Change			Change		(in millions, except per share amounts)	2021			2020			Change		Change
Adjusted income from operations	$	874		$	754		$	120		15.9	%	Adjusted income from operations	$	839		$	775		$	64	8.3	%
Adjusted interest expense	139			145			(6		)	(4.1	)	Adjusted interest expense	119			145			(26)		(17.9)
Adjusted provision for income taxes	173			149			24			16.1		Adjusted provision for income taxes	186			165			21		12.7
Adjusted net income	557			451			106			23.5		Adjusted net income	538			469			69		14.7
Adjusted diluted EPS	0.39			0.32			0.07			21.9		Adjusted diluted EPS	0.38			0.33			0.05		15.2

Adjusted operating margin	28.9		%	26.3		%				260 bps		Adjusted operating margin	26.7		%	27.1		%			(40) bps
Adjusted effective tax rate	23.7		%	24.8		%				(110 bps)		Adjusted effective tax rate	25.7		%	26.0		%			(30) bps

Adjusted Income from Operations. Adjusted income from operations increased ~~$120~~$64 million, or ~~15.9%~~8.3%, to ~~$874~~$839 million for the ~~third~~second quarter of ~~2020~~2021 as compared to Adjusted income from operations of ~~$754~~$775 million in the prior year period. Driving this performance in the quarter were volume/mix growth, higher net price realization, the benefit of productivity and merger synergies, ~~lower marketing expense~~ and ~~volume/mix growth.~~favorable FX impacts, including both transaction and translation. These ~~increases~~benefits were partially offset by ~~lower net price realization~~higher marketing expense and higher manufacturing costs, due to both the growth in volume/mix and ~~operating costs associated with increased consumer demand for our products.~~inflation in input costs. Adjusted operating margin ~~grew 260~~declined 40 bps versus the year ago period to ~~28.9%~~26.7%.

Adjusted Interest Expense. Adjusted interest expense decreased $6$26 million, or ~~4.1%~~17.9%, to ~~$139~~$119 million for the ~~third~~second quarter of ~~2020~~2021 compared to Adjusted interest expense of $145 million in the prior year period. This benefit was primarily the result of ~~lower indebtedness due to continued deleveraging.~~our strategic refinancing initiatives and realized gains on certain interest rate contracts.

Adjusted Effective Tax Rate. The Adjusted effective tax rate decreased ~~110~~30 bps to ~~23.7%~~25.7% for the ~~third~~second quarter of ~~2020,~~2021, compared to the Adjusted effective tax rate of ~~24.8%~~26.0% in the prior year period. This decrease was primarily ~~due~~driven by the release of reserves related to settlement of a ~~decrease~~state audit in ~~our uncertain tax positions as a result~~the second quarter of ~~examination settlements, slightly offset by an increase of U.S.~~2021 and reduced US taxation of foreign ~~earnings in the current period.~~earnings.

Adjusted Net Income. Adjusted net income increased ~~23.5%~~14.7% to ~~$557~~$538 million for the ~~third~~second quarter of ~~2020~~2021 as compared to Adjusted net income of ~~$451~~$469 million in the prior year period. This performance was driven by the strong growth in Adjusted income from ~~operations, a lower Adjusted effective tax rate and lower Adjusted interest expense.~~operations.

Adjusted Diluted EPS. Adjusted diluted EPS increased ~~21.9%~~15.2% to ~~$0.39~~$0.38 per diluted share for the ~~third~~second quarter of ~~2020~~2021 as compared to Adjusted diluted EPS of ~~$0.32~~$0.33 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 ~~third~~second quarter of ~~2020~~2021 and ~~2019,~~2020, as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP:


	Second Quarter
(in millions)	2021		2020
Segment Results — Net sales
Coffee Systems	$	1,101	$	1,043
Packaged Beverages	1,498		1,392
Beverage Concentrates	375		309
Latin America Beverages	166		120
Net sales	$	3,140	$	2,864

	Second Quarter
(in millions)	2021		2020
Segment Results — Income from Operations
Coffee Systems	$	322	$	290
Packaged Beverages	258		208
Beverage Concentrates	254		220
Latin America Beverages	36		21
Unallocated corporate costs	(136)		(178)
Income from operations	$	734	$	561

Third Quarter
(in millions) 2020 2019
Segment Results — Net sales
Coffee Systems $ 1,097
$ 1,065
Packaged Beverages 1,447
1,307
Beverage Concentrates 352
360
Latin America Beverages 124
138
Net sales $ 3,020
$ 2,870

Third Quarter
(in millions) 2020 2019
Segment Results — Income from Operations
Coffee Systems $ 320
$ 310
Packaged Beverages 260
196
Beverage Concentrates 262
245
Latin America Beverages 25
25
Unallocated corporate costs (114 ) (196 )
Income from operations $ 753
$ 580

COFFEE SYSTEMS

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


	Third Quarter						Dollar		Percent			Second Quarter						Dollar		Percent
(in millions)	2020			2019			Change		Change		(in millions)	2021			2020			Change		Change
Net sales	$	1,097		$	1,065		$	32	3.0	%	Net sales	$	1,101		$	1,043		$	58	5.6	%
Income from operations	320			310			10		3.2		Income from operations	322			290			32		11.0
Operating margin	29.2		%	29.1		%			10 bps		Operating margin	29.2		%	27.8		%			140 bps
Adjusted income from operations	$	373		$	367		$	6	1.6	%	Adjusted income from operations	$	371		$	363		$	8	2.2	%
Adjusted operating margin	34.0		%	34.5		%			(50 bps)		Adjusted operating margin	33.7		%	34.8		%			(110) bps

Sales Volume. Volume growth for the Coffee Systems segment included K-Cup pod volume growth of ~~2.4%~~0.2%, reflecting ~~continued strength~~improvement in ~~at-home consumption,~~our away-from-home businesses which was ~~significantly~~largely offset by ~~ongoing softness~~the unfavorable comparison to consumer stock-up purchasing related to the COVID-19 pandemic in the ~~away-from-home business as return to offices and hospitality remained depressed, despite increased consumer mobility.~~year-ago period. Brewer volume increased ~~33.7%~~29.0% in the quarter, as compared to ~~8.0%~~11.6% in the year ago period, ~~reflecting~~driven by our successful brewer innovation ~~introduced over the past two years and investments to drive household penetration, as well as retailer inventory stocking ahead of the holiday season.~~program.

Net Sales. Net sales increased ~~3.0%~~5.6% to ~~$1,097~~$1,101 million for the ~~third~~second quarter of ~~2020~~2021 compared to net sales of ~~$1,065~~$1,043 million in the prior year period, ~~driven by strong~~reflecting volume/mix growth of ~~6.0%~~3.5%, ~~which was partially offset by lower~~favorable FX translation of 1.7% and higher net price realization of ~~2.8%, resulting from strategic price investments. Unfavorable FX translation also impacted the period by 0.2%~~0.4%.

Income from Operations. Income from operations increased ~~$10~~$32 million, or ~~3.2%~~11.0%, to ~~$320~~$322 million for the ~~third~~second quarter of ~~2020,~~2021, compared to ~~$310~~$290 million for the prior year period, driven by the continued benefit of productivity and merger synergies, which impacted both cost of sales and SG&A, a favorable comparison to an increase in ~~sales volume,~~our litigation reserve in the prior year period, a ~~reduction~~favorable change in ~~expenses associated with productivity projects~~unrealized commodity mark-to-market impacts, favorable FX effects, including both transaction and ~~a decrease in people costs.~~translation, phasing of marketing expense and higher net price realization. These impacts were partially offset by unfavorable product mix related to the strong brewer growth ~~strategic price investments~~ and ~~$12 million~~inflation in ~~COVID-19 charges.~~input costs, logistics and manufacturing. Operating margin increased 10140 bps versus the year ago period to 29.2%.

Adjusted Income from Operations. Adjusted income from operations increased $6$8 million, or ~~1.6%~~2.2%, to ~~$373~~$371 million for the ~~third~~second quarter of ~~2020,~~2021, compared with Adjusted income from operations of ~~$367~~$363 million for the prior year period, driven by the continued benefit of productivity and merger synergies, which impacted both ~~SG&A and~~ cost of sales ~~an increase in sales volume~~ and ~~decreases in people costs~~SG&A, favorable FX effects, including both transaction and translation, phasing of marketing ~~expense.~~expense and higher net price realization. These impacts were partially offset by unfavorable product mix related to the strong brewer growth ~~strategic price investments~~ and ~~higher manufacturing costs.~~inflation in input costs, logistics and manufacturing. Adjusted operating margin decreased 50110 bps versus the year ago period to ~~34.0%~~33.7%.

PACKAGED BEVERAGES

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


	Third Quarter						Dollar		Percent			Second Quarter						Dollar		Percent
(in millions)	2020			2019			Change		Change		(in millions)	2021			2020			Change		Change
Net sales	$	1,447		$	1,307		$	140	10.7	%	Net sales	$	1,498		$	1,392		$	106	7.6	%
Income from operations	260			196			64		32.7		Income from operations	258			208			50		24.0
Operating margin	18.0		%	15.0		%			300 bps		Operating margin	17.2		%	14.9		%			230 bps
Adjusted income from operations	$	304		$	201		$	103	51.2	%	Adjusted income from operations	$	286		$	269		$	17	6.3	%
Adjusted operating margin	21.0		%	15.4		%			560 bps		Adjusted operating margin	19.1		%	19.3		%			(20) bps

Sales Volume. Sales volume for the ~~third~~second quarter of ~~2020~~2021 increased ~~8.7%~~0.7% due primarily to strength in our CSDs, driven by ~~the~~our broad flavor portfolio, water, and the ~~strength~~addition of Polar to our ~~DSD system, juice and juice drinks, and apple sauce, which were~~portfolio of partner brands. This was partially offset by ~~lower volume~~declines in ~~enhanced flavored water, driven by Bai, due to continued softness in convenience and gas channels,~~Hawaiian Punch and reductions in contract manufacturing.

Net Sales. Net sales increased ~~10.7%~~7.6% to ~~$1,447~~$1,498 million for the ~~third~~second quarter of ~~2020,~~2021, compared with net sales of ~~$1,307~~$1,392 million in the prior year period, driven by ~~strong~~ volume/mix growth of ~~11.4%~~6.2%, ~~partially offset by lower~~higher net price realization of ~~0.7%~~1.1% and favorable FX translation of 0.3%.

Income from Operations. Income from operations increased ~~$64~~$50 million, or ~~32.7%~~24.0%, to ~~$260~~$258 million for the ~~third~~second quarter of ~~2020,~~2021, compared with ~~$196~~$208 million for the prior year period, ~~reflecting higher~~driven by volume/mix growth, the ~~continued benefit~~favorable comparison to COVID-19-related expenses in the prior year period, the benefits of productivity and merger synergies and ~~lower marketing expense.~~higher net price realization. These growth drivers were partially offset by ~~$36 million~~inflation in ~~COVID-19 charges,~~input costs, logistics and manufacturing, higher ~~manufacturing and~~marketing expense, increased operating costs due to higher volumes and expenses associated with ~~the strong consumer demand, lower net price realization, inflation in logistics, and reserves for inventory obsolescence.~~productivity projects. Operating margin grew ~~300~~230 bps versus the year ago period to ~~18.0%~~17.2%.

Adjusted Income from Operations. Adjusted income from operations increased ~~$103~~$17 million, or ~~51.2%~~6.3%, to ~~$304~~$286 million for the ~~third~~second quarter of ~~2020,~~2021, compared with Adjusted income from operations of ~~$201~~$269 million for the prior year period, ~~largely~~ driven by ~~strong~~ volume/mix growth, the ~~continued benefit~~benefits of productivity and merger synergies and ~~lower marketing expense.~~higher net price realization. These growth drivers were partially offset by inflation in input costs, logistics and manufacturing,higher ~~manufacturing~~marketing expense and increased operating costs ~~associated with the strong consumer demand, lower net price realization, inflation in logistics, and reserves for inventory obsolescence.~~due to higher volumes. Adjusted operating margin ~~grew 560~~declined 20 bps versus the year ago period to ~~21.0%~~19.1%.

BEVERAGE CONCENTRATES

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


	Third Quarter						Dollar			Percent			Second Quarter						Dollar		Percent
(in millions)	2020			2019			Change			Change		(in millions)	2021			2020			Change		Change
Net sales	$	352		$	360		$	(8	)	(2.2	)%	Net sales	$	375		$	309		$	66	21.4	%
Income from operations	262			245			17			6.9		Income from operations	254			220			34		15.5
Operating margin	74.4		%	68.1		%				630 bps		Operating margin	67.7		%	71.2		%			(350) bps
Adjusted income from operations	$	265		$	244		$	21		8.6	%	Adjusted income from operations	$	256		$	222		$	34	15.3	%
Adjusted operating margin	75.3		%	67.8		%				750 bps		Adjusted operating margin	68.3		%	71.8		%			(350) bps

Sales volume. Sales volume for the ~~third~~second quarter of ~~2020 decreased 3.9%~~2021 increased 7.0%, primarily reflecting ~~the decline~~improving trends in our fountain foodservice component of the business, which services restaurants and hospitality, ~~reflecting~~driven by higher levels of consumer mobility as compared to the ~~impact of shutdowns and reductions in occupant capacity, which improved throughout the quarter.~~year-ago period.

Net Sales. Net sales ~~decreased 2.2%~~increased 21.4% to ~~$352~~$375 million for the ~~third~~second quarter of ~~2020~~2021 compared to ~~$360~~$309 million for the prior year period, ~~driven by unfavorable volume/mix of 4.8% partially offset by~~reflecting higher net price realization of ~~2.6%~~10.4%, driven by the impact of our annual price increases and the favorable comparison of annual true-ups of our prior year estimated customer incentive liability, favorable volume/mix of 10.3% and favorable FX translation of 0.7%.

Income from Operations. Income from operations increased ~~$17~~$34 million, or ~~6.9%~~15.5%, to ~~$262~~$254 million for the ~~third~~second quarter of ~~2020~~2021 compared to ~~$245~~$220 million for the prior year period, driven by ~~lower marketing expense,~~the impact of higher net sales, partially offset by ~~the net sales decline.~~higher marketing expense. Operating margin ~~grew 630~~declined 350 bps from versus the year ago period to ~~74.4%~~67.7%.

Adjusted Income from Operations. Adjusted income from operations increased ~~$21~~$34 million, or ~~8.6%~~15.3%, to ~~$265~~$256 million for the ~~third~~second quarter of ~~2020~~2021 compared with Adjusted income from operations of ~~$244~~$222 million for the prior year period, driven by ~~lower marketing expense,~~the impact of higher net sales, partially offset by ~~the net sales decline.~~higher marketing expense. Adjusted operating margin ~~grew 750~~declined 350 bps versus the year ago period to ~~75.3%~~68.3%.

LATIN AMERICA BEVERAGES

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


	Third Quarter						Dollar			Percent			Second Quarter						Dollar		Percent
(in millions)	2020			2019			Change			Change		(in millions)	2021			2020			Change		Change
Net sales	$	124		$	138		$	(14	)	(10.1	)%	Net sales	$	166		$	120		$	46	38.3	%
Income from operations	25			25			—			—	%	Income from operations	36			21			15		71.4	%
Operating margin	20.2		%	18.1		%				210 bps		Operating margin	21.7		%	17.5		%			420 bps
Adjusted income from operations												Adjusted income from operations	$	37		$	23		$	14	60.9	%
Adjusted operating margin												Adjusted operating margin	22.3		%	19.2		%			310 bps

Sales Volume. Sales volume for the ~~third~~second quarter of ~~2020 decreased 3.9%~~2021 increased 2.6% compared to the prior year period, driven primarily by ~~Penafiel~~Clamato, Aguafiel and ~~Aguafiel due to limited consumer mobility in Mexico,~~Penafiel, partially offset by ~~an increase~~declines in ~~Clamato.~~Squirt.

Net Sales. Net sales ~~decreased 10.1%~~increased 38.3% to ~~$124~~$166 million for the ~~third~~second quarter of ~~2020~~2021 compared to ~~$138~~$120 million for the prior year period, driven ~~primarily~~ by ~~unfavorable~~favorable FX translation of ~~10.8%. Excluding the unfavorable impact~~17.5%, favorable volume/mix of ~~FX translation, net sales increased as a result of~~16.6% and higher net price realization of ~~5.2% partially offset by unfavorable volume/mix of 4.5%~~4.2%.

Income from Operations. Income from operations ~~remained flat at $25~~increased 71.4% to $36 million for the ~~third~~second quarter of ~~2020~~2021 compared to $21 million in the prior year period, driven by favorable FX effects, including both transaction and translation, favorable volume/mix and higher net ~~price realization, continued productivity, lower~~pricing, partially offset by inflation in logistics and input costs, higher marketing ~~expense~~investments and ~~lower~~increased operating costs ~~completely offset by unfavorable FX effects (FX transaction and translation) and unfavorable volume/mix.~~due to higher volumes. Operating margin increased ~~210~~420 bps versus the year ago period to ~~20.2%~~21.7%.

Adjusted Income from Operations. Adjusted income from operations increased 60.9% to $37 million for the second quarter of 2021 compared to $23 million in the prior year period, driven by favorable FX effects, including both transaction and translation, favorable volume/mix and higher net pricing, partially offset by inflation in logistics and input costs, higher marketing investments and increased operating costs due to higher volumes. Adjusted operating margin grew 310 bps versus the prior year period to 22.3%.

First ~~Nine~~Six Months of 2021 Compared to First Six Months of 2020 ~~Compared to First Nine Months of 2019~~

Consolidated Operations

The following table sets forth our unaudited condensed consolidated results of operations for the first ~~nine~~six months of ~~2020~~2021 and ~~2019:~~2020:


	First Nine Months						Dollar			Percentage			First Six Months						Dollar		Percentage
($ in millions, except per share amounts)	2020			2019			Change			Change		($ in millions, except per share amounts)	2021			2020			Change		Change
Net sales	$	8,497		$	8,186		$	311		3.8	%	Net sales	$	6,042		$	5,477		$	565	10.3	%
Cost of sales	3,779			3,537			242			6.8		Cost of sales	2,672			2,463			209		8.5
Gross profit	4,718			4,649			69			1.5		Gross profit	3,370			3,014			356		11.8
Selling, general and administrative expenses	2,978			2,951			27			0.9		Selling, general and administrative expenses	2,000			2,029			(29)		(1.4)
Other operating expense (income), net	(40		)	33			(73		)	NM
Other operating income, net												Other operating income, net	(4)			(42)			38		NM
Income from operations	1,780			1,665			115			6.9		Income from operations	1,374			1,027			347		33.8
Interest expense	458			497			(39		)	(7.8	)	Interest expense	265			310			(45)		(14.5)
Loss on early extinguishment of debt	4			9			(5		)	(55.6	)	Loss on early extinguishment of debt	105			4			101		NM
Impairment on investments and note receivable	102			—			102			NM
Other expense, net	21			15			6			NM
Impairment of investments and note receivable												Impairment of investments and note receivable	—			86			(86)		NM
Other (income) expense, net												Other (income) expense, net	(7)			16			(23)		NM
Income before provision for income taxes	1,195			1,144			51			4.5		Income before provision for income taxes	1,011			611			400		65.5
Provision for income taxes	298			296			2			0.7		Provision for income taxes	238			157			81		51.6
Net income	$	897		$	848		49			5.8		Net income	$	773		$	454		319		70.3

Earnings per common share:												Earnings per common share:
Basic	$	0.64		$	0.60		$	0.04		6.7	%	Basic	$	0.55		$	0.32		$	0.23	71.9	%
Diluted	0.63			0.60			0.03			5.0		Diluted	0.54			0.32			0.22		68.8

Gross margin	55.5		%	56.8		%				(130 bps)		Gross margin	55.8		%	55.0		%			80 bps
Operating margin	20.9		%	20.3		%				60 bps		Operating margin	22.7		%	18.8		%			390 bps
Effective tax rate	24.9		%	25.9		%				(100 bps)		Effective tax rate	23.5		%	25.7		%			(220) bps

Sales ~~volume.~~Volume. The following table ~~sets forth changes~~provides the percentage increase in sales ~~volume for the first nine months of 2020~~volumes compared to the prior year period:



	~~Increase~~Percentage Change
K-Cup ~~pod volume~~Pods	~~5.8~~6.8	%
~~Brewer volume~~Brewers	~~17.7~~41.3
~~CSD sales volume~~CSDs	—7.0
~~NCB sales volume~~NCBs	~~2.1~~(7.7)

Net Sales. Net sales increased ~~$311~~$565 million, or ~~3.8%~~10.3%, to ~~$8,497~~$6,042 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$8,186~~$5,477 million in the prior year period. This performance reflected ~~higher~~ volume/mix of ~~5.3%~~8.1%, ~~partially offset by lower~~ net price realization of ~~0.9%~~1.3% and ~~unfavorable foreign currency~~favorable FX translation of ~~0.6%, primarily in our Latin America Beverages segment.~~0.9%.

Gross Profit. Gross profit increased ~~$69~~$356 million, or ~~1.5%~~11.8%, to ~~$4,718~~$3,370 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$4,649~~$3,014 million in the prior year period. This performance primarily reflected ~~the impact of higher~~strong volume/mix, ~~and~~ the benefit of productivity and merger ~~synergies.~~synergies, higher net price realization and a favorable change in unrealized commodity mark-to-market impacts. These benefits were partially offset by ~~unfavorable net price realization, unfavorable FX translation, $46 million~~higher manufacturing costs, driven by both volume/mix growth and inflation in ~~COVID-19 charges and an increase in other manufacturing~~input costs. Gross margin ~~decreased 130~~increased 80 bps versus the year ago period to ~~55.5%~~55.8%.

Selling, General and Administrative Expenses. SG&A expenses ~~increased $27~~decreased $29 million, or ~~0.9%~~1.4%, to ~~$2,978~~$2,000 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$2,951~~$2,029 million in the prior year period. The ~~increase~~decrease was driven by ~~$93 million in COVID-19 charges,~~ the ~~unfavorable~~favorable change in commodity mark-to-market impacts of $77 million, a favorable change in expenses ~~associated with productivity~~related to the COVID-19 pandemic of $54 million, and ~~integration projects, and higher operating costs, such as logistics and labor, associated with~~a favorable comparison to an increase in our litigation reserve in the ~~strong consumer demand.~~prior year. These ~~increases~~benefits were partially offset by ~~lower~~higher operating costs associated with the increased shipment volume, inflation in logistics, and higher marketing ~~expenses, the benefit of strong productivity and merger synergies, lower travel and entertainment expense and favorable FX translation.~~expense.

Other Operating ~~(Income) Expense,~~Income, net. Other operating income, net had ~~a favorable~~an unfavorable change of ~~$73~~$38 million for the first ~~nine~~six months of ~~2020~~2021 compared to the prior year period, largely driven by the network optimization program gain of $42 million on the asset sale-leaseback of four facilities in the ~~current~~prior year ~~and the favorable comparison to integration expenses in the third quarter of 2019 related to unfavorable fair value adjustments on real estate assets.~~period.

Income from Operations. Income from operations increased ~~$115~~$347 million, or ~~6.9%~~33.8%, to ~~$1,780~~$1,374 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$1,665~~$1,027 million in the prior year period, driven by the ~~favorable~~increase in gross profit and the decrease in SG&A expenses, partially offset by the unfavorable change in other operating ~~(income) expense, net and the increase in gross profit, partially offset by the increase in SG&A expenses.~~income, net. Operating margin increased 60390 bps versus the year ago period to ~~20.9%~~22.7%.

Interest Expense. Interest expense decreased ~~$39~~$45 million, or ~~7.8%~~14.5%, to ~~$458~~$265 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$497~~$310 million for the prior year period. This change was primarily the result of the favorable change in unrealized interest rate swap mark-to-market impacts of $34 million and the benefit of ~~lower indebtedness~~our strategic refinancing initiatives and continued deleveraging, partially offset by the unfavorable comparison to the realized benefit of unwinding several interest rate swap contracts in the prior year period.

Loss on Early Extinguishment of Debt. Loss on early extinguishment of debt reflected expense of $105 million during the first six months of 2021 due to ~~continued deleveraging.~~our strategic refinancing initiatives.

Impairment onof Investments and Note Receivable. Impairment on investments and note receivable reflected a favorable comparison to a non-cash impairment charge of ~~$102~~$86 million ~~for~~in the ~~first nine months of 2020~~prior year period associated with our Bedford ~~and LifeFuels investments. Refer to Note 4 for additional information regarding the impairment charges.~~investment.

Effective Tax Rate. The effective tax rate decreased ~~100~~220 bps to ~~24.9%~~23.5% for the first ~~nine~~six months of ~~2020,~~2021, compared to ~~25.9%~~25.7% in the prior year ~~period. This decrease~~period, primarily ~~related to~~driven by the tax benefit received from excess tax deductions that were generated from the vesting of RSUs in the ~~current period due to a decrease in our uncertain tax positions as a result~~first six months of ~~examination settlements.~~2021.

Net Income. Net income increased ~~$49~~$319 million, or ~~5.8%~~70.3%, to ~~$897~~$773 million for the first ~~nine~~six months of ~~2020~~2021 as compared to ~~$848~~$454 million in the prior year period, driven by improved income from operations and reduced interest expense, ~~which were partially offset by~~as well as the favorable comparison to the impairment on investments and note receivable in the first ~~nine~~quarter of 2020, partially offset by the loss on early extinguishment of debt in the first six months of ~~2020.~~2021.

Diluted EPS. Diluted EPS increased ~~5.0%~~68.8% to ~~$0.63~~$0.54 per diluted share as compared to ~~$0.60~~$0.32 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 ~~nine~~six months of ~~2020~~2021 and ~~2019:~~2020:


	First Nine Months						Dollar			Percent			First Six Months						Dollar		Percent
(in millions, except per share amounts)	2020			2019			Change			Change		(in millions, except per share amounts)	2021			2020			Change		Change

Adjusted income from operations	$	2,333		$	2,077		$	256		12.3		Adjusted income from operations	$	1,580		$	1,459		$	121	8.3	%
Adjusted interest expense	404			407			(3		)	(0.7	)	Adjusted interest expense	258			265			(7)		(2.6)
Adjusted provision for income taxes	474			419			55			13.1		Adjusted provision for income taxes	320			301			19		6.3
Adjusted net income	1,434			1,236			198			16.0		Adjusted net income	1,009			877			132		15.1
Adjusted diluted EPS	1.01			0.87			0.14			16.1		Adjusted diluted EPS	0.71			0.62			0.09		14.5

Adjusted operating margin	27.5		%	25.4		%				210 bps		Adjusted operating margin	26.2		%	26.6		%			(40) bps
Adjusted effective tax rate	24.8		%	25.3		%				(50 bps)		Adjusted effective tax rate	24.1		%	25.6		%			(150) bps

Adjusted Income from Operations. Adjusted income from operations increased ~~$256~~$121 million, or ~~12.3%~~8.3%, to ~~$2,333~~$1,580 million for the first ~~nine~~six months of ~~2020~~2021 compared to Adjusted income from operations of ~~$2,077~~$1,459 million in the prior year period. Driving this performance in the current period were strong volume/mix, the benefit of productivity and merger synergies, which impacted both SG&A and cost of sales, higher ~~volume/mix, lower~~net price realization, and favorable FX effects, including both transaction and translation. Partially offsetting these positive drivers were inflation, led by input costs and logistics, higher marketing expense, an unfavorable comparison to a network optimization program gain of $42 million on the ~~asset-sale leaseback~~asset sale-leaseback of four facilities in the prior year period, and ~~lower travel and entertainment expenses. Partially offsetting these positive drivers were $22 million of additional COVID-19 charges, tariffs and higher manufacturing and~~increased operating costs ~~such as logistics and labor, associated with the strong consumer demand.~~due to higher volumes. Adjusted operating margin ~~grew 210~~declined 40 bps versus the year ago period to ~~27.5%~~26.2%.

Adjusted Interest Expense. Adjusted interest expense decreased $3$7 million, or ~~0.7%~~2.6%, to ~~$404~~$258 million for the first ~~nine~~six months of ~~2020~~2021 compared to Adjusted interest expense of ~~$407~~$265 million in the prior year ~~period. This benefit was primarily~~period, driven by the benefit of lower indebtedness ~~resulting from~~due to continued deleveraging, ~~which was~~ partially offset by the unfavorable comparison to the realized ~~gains~~benefit of unwinding several interest rate swap contracts in the ~~first nine months of 2019 resulting from the termination of interest rate swaps and amortization of deferred financing costs incurred since the DPS Merger.~~prior year period.

Adjusted Effective Tax Rate. The Adjusted effective tax rate decreased ~~by 50~~150 bps to ~~24.8%~~24.1% for the ~~the~~ first ~~nine~~six months of ~~2020,~~2021, compared to ~~25.3%~~25.6% in the prior year ~~period. This decrease~~period, primarily ~~related to~~driven by the tax benefit received from excess tax deductions that were generated from the vesting of RSUs in the ~~current period due to a decrease in our uncertain tax positions as a result~~first six months of ~~examination settlements.~~2021.

Adjusted Net Income. Adjusted net income increased ~~16.0%~~15.1% to ~~$1,434~~$1,009 million for the first ~~nine~~six months of ~~2020~~2021 as compared to Adjusted net income of ~~$1,236~~$877 million in the prior year period. This performance was driven primarily by strong growth in Adjusted income from ~~operations.~~operations and the decrease in the Adjusted effective tax rate.

Adjusted Diluted EPS. Adjusted diluted EPS increased ~~16.1%~~14.5% to ~~$1.01~~$0.71 per diluted share as compared to Adjusted diluted EPS of ~~$0.87~~$0.62 per diluted share in the prior year period.

Results of Operations by Segment

The following tables ~~set forth~~provide net sales and income from operations for our reportable segments for the first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, as well as the other amounts necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP:


(in millions)	First Six Months
Segment Results — Net sales	2021		2020
Coffee Systems	$	2,243	$	2,016
Packaged Beverages	2,805		2,609
Beverage Concentrates	703		615
Latin America Beverages	291		237
Net sales	$	6,042	$	5,477

	First Six Months
(in millions)	2021		2020
Segment Results — Income from Operations
Coffee Systems	$	658	$	562
Packaged Beverages	433		397
Beverage Concentrates	492		417
Latin America Beverages	58		48
Unallocated corporate costs	(267)		(397)
Income from operations	$	1,374	$	1,027

(in millions) First Nine Months
Segment Results — Net sales 2020 2019
Coffee Systems $ 3,113
$ 3,023
Packaged Beverages 4,056
3,734
Beverage Concentrates 967
1,034
Latin America Beverages 361
395
Net sales $ 8,497
$ 8,186

First Nine Months
(in millions) 2020 2019
Segment Results — Income from Operations
Coffee Systems $ 882
$ 890
Packaged Beverages 657
531
Beverage Concentrates 679
690
Latin America Beverages 73
62
Unallocated corporate costs (511 ) (508 )
Income from operations $ 1,780
$ 1,665

COFFEE SYSTEMS

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


	First Nine Months						Dollar			Percent			First Six Months						Dollar		Percent
(in millions)	2020			2019			Change			Change		(in millions)	2021			2020			Change		Change
Net sales	$	3,113		$	3,023		$	90		3.0	%	Net sales	$	2,243		$	2,016		$	227	11.3	%
Income from operations	882			890			(8		)	(0.9	)	Income from operations	658			562			96		17.1
Operating margin	28.3		%	29.4		%				(110 bps)		Operating margin	29.3		%	27.9		%			140 bps
Adjusted income from operations	1,083			1,033			50			4.8		Adjusted income from operations	760			710			50		7.0
Adjusted operating margin	34.8		%	34.2		%				60 bps		Adjusted operating margin	33.9		%	35.2		%			(130) bps

Sales Volume. Sales volume growth in the first ~~nine~~six months of ~~2020~~2021 compared to the prior year period for the Coffee Systems segment included ~~strong~~ K-Cup pod volume growth of ~~5.8%~~6.8%, reflecting strength in at-home consumption ~~which was significantly offset by softness~~and modest improvement in the away-from-home ~~business due to the pandemic.~~businesses. Brewer volume increased ~~17.7%~~41.3% in the first ~~nine~~six months of ~~2020,~~2021, as compared to ~~12.7%~~ growth of 5.8% in the year-ago period, ~~reflecting~~driven by our successful brewer innovation ~~introduced over the past two years and investments to drive household penetration.~~program.

Net Sales.Net sales increased ~~$90 million, or 3.0%,~~11.3% to ~~$3,113~~$2,243 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$3,023~~$2,016 million ~~for~~in the prior year period, ~~due to~~driven by strong volume/mix ~~growth~~ of ~~5.9%~~11.2% and favorable FX translation of 1.1%, ~~which was~~ partially offset by lower net price realization of ~~2.8%. Unfavorable FX translation also impacted the period by 0.1%~~1.0%.

Income from Operations. Income from operations ~~decreased $8~~increased $96 million, or ~~0.9%~~17.1%, to ~~$882~~$658 million for the first ~~nine~~six months of ~~2020,~~2021, compared to ~~$890~~$562 million in the prior year period, driven by ~~strategic pricing, expenses associated with~~strong volume/mix, the continued benefit of productivity ~~projects, $31 million in COVID-19 charges,~~and merger synergies, as well as reduced costs to achieve the productivity and merger synergies, a favorable comparison to an increase in our litigation reserve in the prior year, a favorable change in unrealized mark-to-market impacts on commodity contracts, and ~~tariffs.~~favorable FX effects, including both transaction and translation. These ~~impacts~~benefits were partially offset by declines due to inflation in input costs, logistics and manufacturing, strategic pricing initiatives, and the ~~benefit of strong productivity and merger synergies, which impacted both cost of sales and SG&A, strong volume/mix growth, reductions in people costs,~~unfavorable comparison to a network optimization program gain of $16 million on an asset sale-leaseback of a manufacturing facility ~~and lower travel and entertainment expenses.~~in the prior year period. Operating margin ~~declined 110~~grew 140 bps versus the year ago period to ~~28.3%~~29.3%.

Adjusted Income from Operations. Adjusted income from operations increased $50 million, or ~~4.8%~~7.0%, to ~~$1,083~~$760 million for the first ~~nine~~six months of ~~2020,~~2021, compared to ~~$1,033~~$710 million in the prior year period, driven by strong volume/mix, the continued benefit of productivity and merger synergies, ~~which impacted~~and favorable FX effects, including both ~~cost of sales~~transaction and ~~SG&A, strong volume/mix, reductions~~translation. These benefits were partially offset by declines due to inflation in ~~people~~input costs, logistics and manufacturing, strategic pricing initiatives, and the unfavorable comparison to a network optimization program gain of $16 million on an asset sale-leaseback of a manufacturing facility ~~and lower travel and entertainment expenses. Partially offsetting these factors was strategic pricing, tariffs and $10 million~~ in ~~COVID-19 charges.~~the prior year period. Adjusted operating margin ~~grew 60~~declined 130 bps versus the year ago period to ~~34.8%.~~33.9%, primarily reflecting unfavorable mix due to the strong brewer growth and the unfavorable comparison to the gain on an asset sale-leaseback in the prior year.

PACKAGED BEVERAGES

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


	First Nine Months						Dollar		Percent			First Six Months						Dollar		Percent
(in millions)	2020			2019			Change		Change		(in millions)	2021			2020			Change		Change
Net sales	$	4,056		$	3,734		$	322	8.6	%	Net sales	$	2,805		$	2,609		$	196	7.5	%
Income from operations	657			531			126		23.7		Income from operations	433			397			36		9.1
Operating margin	16.2		%	14.2		%			200 bps		Operating margin	15.4		%	15.2		%			20 bps
Adjusted income from operations	776			551			225		40.8		Adjusted income from operations	483			472			11		2.3
Adjusted operating margin	19.1		%	14.8		%			430 bps		Adjusted operating margin	17.2		%	18.1		%			(90) bps

Sales Volume. Sales volume for the first ~~nine~~six months of ~~2020~~2021 increased ~~8.0%~~2.1% compared to the prior year period, ~~reflecting the impact of COVID-19 which displayed~~due primarily to strength in CSDs, ~~juice and juice drinks, premium~~driven by our broad flavor portfolio, water, and ~~apple sauce, driven by heightened consumer demand~~ the ~~first nine months~~addition of ~~2020. These increases were~~Polar to our portfolio of partner brands. This was partially offset by ~~lower volume~~declines in ~~enhanced flavored water, driven by Bai, due to continued softness~~Hawaiian Punch and reductions in ~~convenience and gas channels during the current period.~~contract manufacturing.

Net Sales. Net sales increased ~~$322~~7.5% to $2,805 million ~~or 8.6%, to $4,056 million for~~in the first ~~nine~~six months of ~~2020~~2021, compared to ~~$3,734~~$2,609 million ~~for~~in the prior year period, driven by ~~higher~~ volume/mix of ~~8.9%~~6.4%, ~~partially offset by unfavorable~~ net price realization of ~~0.2%~~0.8% and ~~foreign currency~~favorable FX translation of ~~0.1%~~0.3%.

Income from Operations. Income from operations increased ~~$126~~$36 million, or ~~23.7%~~9.1%, to ~~$657~~$433 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$531~~$397 million for the prior year period, driven primarily by strong volume/mix ~~reflecting~~growth, the ~~impact of COVID-19. Other~~ favorable ~~drivers included~~comparison to COVID-19-related expenses in the prior year period, and the benefit of ~~continued~~ productivity and merger ~~synergies and lower marketing expense.~~synergies. These ~~growth drivers~~increases were partially offset by ~~$103 million~~inflation in ~~COVID-19 charges, higher manufacturing and operating~~input costs, ~~such as~~ logistics and ~~labor, associated with the strong consumer demand and~~manufacturing, the unfavorable comparison to a ~~$10~~network optimization gain of $26 million ~~net gain on a renegotiation of a manufacturing contract~~ in the prior year ~~period.~~period related to the asset sale-leaseback of three facilities, expenses associated with productivity projects and increased operating costs due to higher volumes. Operating margin grew ~~200~~20 bps ~~versus~~from the year ago period to ~~16.2%~~15.4%.

Adjusted Income from Operations. Adjusted income from operations increased ~~$225~~$11 million, or ~~40.8%~~2.3%, to ~~$776~~$483 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$551~~$472 million for the prior year period, ~~largely~~ driven primarily by strong volume/mix ~~reflecting the impact of COVID-19. Other favorable drivers included~~growth and the benefit of ~~continued~~ productivity and merger ~~synergies and lower marketing expense.~~synergies. These ~~drivers~~increases were partially offset by ~~higher manufacturing and operating~~inflation in input costs, ~~such as~~ logistics and ~~labor, associated with the strong consumer demand and~~manufacturing, the unfavorable comparison to a ~~$10~~network optimization gain of $26 million ~~net gain on a renegotiation of a manufacturing contract~~ in the prior year ~~period.~~period related to the asset sale-leaseback of three facilities, and increased operating costs due to higher volumes. Adjusted operating margin ~~grew 430~~declined 90 bps versus the year ago period to ~~19.1%.~~17.2%, primarily reflecting the aforementioned asset sale-leaseback gain in the year-ago period.

BEVERAGE CONCENTRATES

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


	First Nine Months						Dollar			Percent			First Six Months						Dollar		Percent
(in millions)	2020			2019			Change			Change		(in millions)	2021			2020			Change		Change
Net sales	$	967		$	1,034		$	(67	)	(6.5	)%	Net sales	$	703		$	615		$	88	14.3	%
Income from operations	679			690			(11		)	(1.6	)	Income from operations	492			417			75		18.0
Operating margin	70.2		%	66.7		%				350 bps		Operating margin	70.0		%	67.8		%			220 bps
Adjusted income from operations	684			691			(7		)	(1.0	)	Adjusted income from operations	495			419			76		18.1
Adjusted operating margin	70.7		%	66.8		%				390 bps		Adjusted operating margin	70.4		%	68.1		%			230 bps

Sales Volume. Sales volume for the first ~~nine~~six months of ~~2020 as~~2021 increased 4.1% compared to the prior year period, ~~declined 5.8%, primarily~~ reflecting ~~the decline~~improving trends in our fountain foodservice component of the business, which services restaurants and hospitality, ~~reflecting~~driven by increasing levels of consumer mobility during the ~~impact~~first six months of ~~shutdowns and reductions in occupant capacity.~~2021 compared to the year-ago period.

Net ~~Sales.~~Sales. Net sales ~~decreased $67~~increased 14.3% to $703 million ~~or 6.5%, to $967 million for~~in the first ~~nine~~six months of ~~2020~~2021, compared to ~~$1,034~~$615 million in the prior year period, ~~driven by unfavorable volume/mix of 6.3% partially offset by lower~~reflecting higher net price realization of ~~0.1%~~8.8%, volume/mix growth of 5.0% and ~~unfavorable foreign currency~~favorable FX translation of ~~0.1%~~0.5%.

Income from Operations. Income from operations ~~decreased $11~~increased $75 million, or ~~1.6%~~18.0%, to ~~$679~~$492 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$690~~$417 million in the prior year period. This performance reflected the impact of net sales ~~decline,~~growth, partially offset by ~~lower~~higher marketing ~~expense and lower operating costs.~~expense. Operating margin increased ~~350~~220 bps versus the year ago period to ~~70.2%~~70.0%.

Adjusted Income from Operations. Adjusted income from operations ~~decreased $7~~increased $76 million, or ~~1.0%~~18.1%, to ~~$684~~$495 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$691~~$419 million in the prior year period. This performance reflected the impact of net sales ~~decline,~~growth, partially offset by ~~lower~~higher marketing ~~expense and lower operating costs.~~expense. Adjusted operating margin increased ~~390~~230 bps versus the year ago period to ~~70.7%~~70.4%.

LATIN AMERICA BEVERAGES

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


	First Nine Months						Dollar			Percent			First Six Months						Dollar		Percent
(in millions)	2020			2019			Change			Change		(in millions)	2021			2020			Change		Change
Net sales	$	361		$	395		$	(34	)	(8.6	)%	Net sales	$	291		$	237		$	54	22.8	%
Income from operations	73			62			11			17.7		Income from operations	58			48			10		20.8
Operating margin	20.2		%	15.7		%				450 bps		Operating margin	19.9		%	20.3		%			(40) bps
Adjusted income from operations	75			57			18			31.6		Adjusted income from operations	60			50			10		20.0
Adjusted operating margin	20.8		%	14.4		%				640 bps		Adjusted operating margin	20.6		%	21.1		%			(50) bps

Sales Volume. Sales volume for the first ~~nine~~six months of ~~2020~~2021 as compared to the prior year period increased ~~1.1%~~1.3%, driven by Clamato and Penafiel, partially offset by declines in Squirt.

Net Sales. Net sales ~~decreased $34 million, or 8.6%,~~grew 22.8% to ~~$361~~$291 million for the first ~~nine~~six months of ~~2020~~2021, compared to ~~$395~~$237 million in the prior year period, ~~driven primarily by unfavorable~~reflecting favorable FX translation of ~~10.9%. Excluding the unfavorable impact of FX translation, net sales increased as a result of higher~~8.5%, net price realization of ~~5.7%~~7.2%, ~~partially offset by unfavorable~~and volume/mix growth of ~~3.4%~~7.1%.

Income from Operations. Income from operations increased ~~$11~~$10 million, or ~~17.7%~~20.8%, to ~~$73~~$58 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$62~~$48 million in the prior year period, driven by favorable volume/mix and higher net price realization, ~~continued productivity and lower marketing expense,~~ partially offset by ~~unfavorable FX effects (FX translation~~inflation in input costs and ~~transaction), unfavorable~~logistics, increases in logistics driven by volume/mix growth, and ~~the comparison to a real estate gain in the prior year.~~higher marketing expense. Operating margin ~~increased 450~~decreased 40 bps versus the year ago period to ~~20.2%~~19.9%.

Adjusted Income from Operations. Adjusted income from operations increased ~~$18~~$10 million, or ~~31.6%~~20.0%, to ~~$75~~$60 million infor the first ~~nine~~six months of ~~2020~~2021 compared to ~~$57~~$50 million in the prior year ~~period. This performance reflected~~period, driven by favorable volume/mix and higher net price realization, ~~continued productivity and lower marketing expense,~~ partially offset by ~~unfavorable FX effects (FX translation~~inflation in input costs and ~~transaction)~~logistics, as well as increased operating costs due to higher volumes, and ~~unfavorable volume/mix.~~higher marketing expense. Adjusted operating margin ~~grew 640~~declined 50 bps versus the year ago period to ~~20.8%~~20.6%.

UNCERTAINTIES AND TRENDS AFFECTING OUR BUSINESS

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

~~COVID-19 Pandemic Disclosures~~

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

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

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 future, the economic effects of the pandemic, including

higher levels of unemployment, lower wages or a recessionary environment, may result in 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 have impacted and could continue to impact our operations. For our corporate employees, participating in a remote work environment is familiar to us as we work in a multi-location environment. As such, we do not believe that the remote work environment has had any significant impact on our internal controls over financial reporting. With the health and safety of our employees remaining our top priority, we are diligently working on plans to safely bring our employees back to office locations with enhanced safety and health protocols. We do not believe these plans will impact our near-term liquidity needs.

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

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

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

CRITICAL ACCOUNTING ESTIMATES

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

LIQUIDITY AND CAPITAL RESOURCES

Overview ~~and Our Financing Arrangements~~

Our financial condition and liquidity remain strong. Net cash provided by operations was ~~$1,666~~$1,139 million for the first ~~nine~~six months of ~~2020~~2021 compared to ~~$1,803~~$1,062 million for the prior year period. Although there is continued uncertainty related to the ~~anticipated~~ impact of the ongoing COVID-19 pandemic on our future results, we believe we are uniquely positioned, with our broad portfolio and unmatched distribution network, to successfully navigate through this pandemic, and the ~~recent~~ steps we have taken over the course of the pandemic to strengthen our balance sheet leave us well positioned to manage our ~~business as the crisis continues to unfold.~~business. We continue to manage all aspects of our business, including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies through our integration and productivity initiatives, and developing new opportunities for ~~growth.~~growth such as innovation and agreements with partners to distribute brands that are accretive to our portfolio.

The following summarizes our cash activity for the first six months of 2021 and 2020:

Cash, cash equivalents, restricted cash and restricted cash equivalents decreased $85 million from December 31, 2020 to June 30, 2021 primarily as a result of deleveraging, dividend payments and investments in property, plant and equipment, which outpaced cash generated from our operations.

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 $83 million and $165 million as of June 30, 2021 and December 31, 2020, respectively.

Principal Sources of Capital Resources

Our principal sources of liquidity are our existing cash and cash equivalents, ~~as well as~~ cash generated from our operations and borrowing capacity currently available under our ~~existing~~ KDP Revolver and ~~2020~~2021 364-Day Credit Agreement. Additionally, we have an uncommitted commercial paper program where we can issue unsecured commercial paper notes on a private placement basis. ~~Refer to~~ ~~Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for management's discussion of these financing arrangements.~~

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

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

~~Cash Flows~~

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

~~The following table summarizes our cash activity for the first nine months~~

Sources of ~~2020 and 2019:~~

First Nine Months
(in millions) 2020 2019
Net cash provided by operating activities $ 1,666
$ 1,803
Net cash used in investing activities (182 ) (216 )
Net cash used in financing activities (1,366 ) (1,626 )

~~NET CASH PROVIDED BY OPERATING ACTIVITIES~~Liquidity - Operations

Net cash provided by operating activities ~~decreased $137~~increased $77 million for the first ~~nine~~six months of 2021, as compared to first six months of 2020, ~~as compared to the first nine months of 2019,~~ driven ~~by the decline in working capital and an increase in income tax payments partially offset~~ by the increase in net income adjusted for non-cash ~~items.~~

~~As of September 30, 2020, we had no deferred tax payments as compared to $85 million of deferred tax payments as of September 30, 2019.~~

~~Additionally, beginning~~items, partially offset by a decline in the second quarter of 2020 and continuing through the rest of the year, we have deferred payments of employer-related payroll taxes as allowed under the U.S. Coronavirus Aid, Relief and Economic Security Act, commonly known as the CARES Act. Payment of at least 50% of the deferred amount is due on December 31, 2021 with the remainder due by December 31, 2022. As of September 30, 2020, we have deferred a total of $41 million in such payments.working capital.

Cash Conversion Cycle

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



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

Our cash conversion cycle ~~declined 20~~improved 15 days to approximately ~~(56)~~67 days as of ~~September~~June 30, ~~2020~~2021 as compared to ~~(36)~~52 days in the prior year period. The change was primarily driven by an increase of 19 days in our DPO as the DPS operations had significantly shorter terms than the legacy KGM business, which have been steadily increasing as we continue to focus on our accounts payable program. DIO and DSO were relatively consistent as compared to the prior year period.

September 30,
2020 2019
DIO 53
52
DSO 34
36
DPO 143
124
Cash conversion cycle (56 ) (36 )

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


	June 30,
	2021	2020
DIO	57	52
DSO	32	33
DPO	156	137
Cash conversion cycle	(67)	(52)

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. We have been informed by the third party administrator that as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019, $2,442~~2020, $2,901 million and ~~$2,097~~$2,578 million, respectively, of our outstanding payment obligations were voluntarily elected by the supplier and sold to financial institutions. The amounts settled through the program and paid to the financial institutions were ~~$2,022~~$1,572 million and ~~$1,208~~$1,245 million for the first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, respectively.

Impact of the Cares Act

~~NET CASH USED IN INVESTING ACTIVITIES~~Beginning in the second quarter of 2020, we deferred payments of employer-related payroll taxes as allowed under the U.S. Coronavirus Aid, Relief and Economic Security Act, commonly known as the CARES Act. Payment of at least 50% of the deferred amount is due on January 3, 2022, with the remainder due by January 3, 2023. As of June 30, 2021, we have deferred a total of $59 million in such payments.

~~Cash~~

Sources of Liquidity - Financing

In March 2021, we undertook a strategic refinancing and issued $2,150 million aggregate face value of Notes, consisting of $1,150 million aggregate principal amount of 0.750% 2024 Notes, $500 million aggregate principal amount of 2.250% 2031 Notes, and $500 million aggregate principal amount of 3.350% 2051 Notes. The proceeds from the issuance were used to voluntarily prepay several tranches of our existing Notes and our 2019 KDP Term Loan in order to take advantage of current market conditions to refinance our debt maturities at more attractive interest rates, while also extending the duration of our debt. We also terminated our 2020 364-Day Credit Agreement, which would have expired in April 2021, and replaced it with our 2021 364-Day Credit Agreement, which has a term-out option allowing us to extend the maturity date by converting the facility into a term loan agreement for an additional one-year term.

Additionally, in March 2021, we filed a prospectus supplement with the SEC in order to sell up to 4,300,000 shares to or through Goldman in at-the-market offerings, known as an ATM Program. The ATM Program was completed effective March 15, 2021, and the net proceeds of approximately $140 million were primarily used to cover our obligation to remit cash to local, state and federal tax authorities in connection with the net settlement of vesting restricted stock units during the first quarter of 2021. Commissions and fees paid under the ATM program were less than $1 million for the first six months of 2021.

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

We also have an active shelf registration statement, filed with the SEC on August 27, 2019, which allows us to issue an indeterminate number or amount of common stock, preferred stock, debt securities and warrants from time to time in one or more offerings at the direction of our Board of Directors.

Debt Ratings

As of June 30, 2021, 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

Stable

February 26, 2021

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.

As of June 30, 2021, we were in compliance with all debt covenants and we have no reason to believe that we will be unable to satisfy these covenants.

Principal Uses of Capital Resources

Our principal uses of our capital resources following the DPS Merger are deleveraging, providing shareholder return to our investors through dividends, and investing ~~activities~~in KDP to capture market share and drive growth through innovation and routes to market.

Deleveraging and Other Debt Repayments

In 2018, management set deleveraging targets for a 2-3 year time period following the DPS Merger in order to optimize our balance sheet, and we continue to be focused on achieving those targets within that time frame. Since the DPS Merger, we have made net repayments of $3,722 million of our Notes, our commercial paper and our other credit agreements, including $547 million for the first ~~nine~~six months of 2021.

In May 2021, our 2021 Merger Notes were repaid at maturity, using cash generated from operations and the issuance of commercial paper.

Dividends

In February 2021, we announced that our Board of Directors approved a 25% increase in our annualized dividend rate to $0.75 per share, from the current annualized rate of $0.60 per share, effective with the Company’s regular quarterly dividend for the second quarter of 2021. On May 25, 2021, our Board of Directors declared a regular quarterly dividend of $0.1875 per share, which was paid on July 15, 2021 to shareholders of record as of July 1, 2021.

Capital Expenditures

We have significantly invested in state-of-the-art manufacturing and warehousing facilities, including expansive investments in new facilities in Spartanburg, South Carolina; Newbridge, Ireland; and Allentown, Pennsylvania, in order to optimize our supply chain network through integration and productivity projects.

Purchases of property, plant and equipment were $204 million and $276 million for the first six months of 2021 and 2020, ~~consisted primarily of~~respectively.

Capital expenditures, which includes both purchases of property, plant and equipment ~~of $356 million, mostly offset by proceeds of $203 million from sales of property, plant~~ and ~~equipment, primarily driven by our asset sale-leaseback transactions.~~

~~Cash used~~amounts included in ~~investing activities~~accounts payable and accrued expenses, for the first ~~nine~~six months of ~~2019 consisted~~2021 primarily related to our continued investment in the build-out of ~~purchases~~our Allentown manufacturing facility, the build out of ~~property, plant~~the Ireland facility and ~~equipment~~build-out of ~~$208 million.~~

~~NET CASH USED IN FINANCING ACTIVITIES~~

~~Cash used~~our Spartanburg manufacturing facility. Capital expenditures included in ~~financing activities~~accounts payable and accrued expenses were $213 million for the first ~~nine~~six months of 2021, which primarily related to these investments.

Capital expenditures for the first six months of 2020 ~~consisted~~ primarily ofrelated to manufacturing equipment, our continued investment in the net repayment of $911 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 issuancebuild-out of our ~~2030 Notes~~Spartanburg and ~~2050 Notes. Additionally, we made voluntary~~Allentown facilities, and ~~mandatory repayments on~~ the ~~term loan facility~~purchase of ~~$880~~real estate in Ireland. Capital expenditures included in accounts payable and accrued expenses were $180 million repayment of the 2020 Notes of $250 million, dividend payments of $635 million and net payments on structured payables of $162 million. We also received $29 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 ~~nine~~six months of ~~2019 consisted~~2020, which primarily related to these investments.

As we begin to move past the three-year period after the DPS Merger, we expect that total capital expenditures will be approximately 3% of net sales on an annualized basis.

Purchases of Intangible Assets

We have invested in the expansion of our DSD network through transactions with strategic independent bottlers to ensure competitive distribution scale for our brands. These transactions are generally accounted for as an asset acquisition, as the majority of the ~~voluntary and mandatory repayments on~~transaction price represents the ~~term loan facility~~reacquisition of ~~$873 million, repayment~~our distribution rights. Purchases of ~~the 2019 Notes of $250 million, repayments of structured payables of $432~~intangible assets were $12 million and ~~dividend payments~~$15 million for the first six months of ~~$633 million. These cash outflows from financing activities were partially offset by net issuance of commercial paper notes of $335 million~~2021 and ~~proceeds from structured payables of $246 million.~~2020, respectively.

Uncertainties and Trends Affecting Liquidity

Disruptions in financial and credit markets, including those caused by the ongoing COVID-19 pandemic, may impact our ability to manage normal commercial relationships with our customers, suppliers and creditors. These disruptions could have a negative impact on the ability of our customers to timely pay their obligations to us, thus reducing our cash flow, or the ability of our vendors to timely supply materials.

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

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

•Our intention to drive significant cash flow generation to enable continued deleveraging;

•Our ability to access our committed financing arrangements, including our KDP Revolver and our ~~2020~~2021 364-Day Credit Agreement ~~which have availability of $3,900 million as of October 29, 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~~•A significant downgrade in our credit ratingscould limit i) a financial institution's willingness to ~~drive significant cash flow generation~~participate in our accounts payable program and reduce the attractiveness of the accounts payable program to ~~enable rapid deleveraging within three years~~participating suppliers who may sell payment obligations from ~~the DPS Merger;~~us to financial institutions, which could impact our accounts payable program; or ii) our ability to issue debt at terms that are favorable to us;


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

~~Our continued integration of DPS;~~

~~Our continued capital expenditures;~~

Our continued payment of dividends;

•Our continued capital expenditures;

•Future mergers or acquisitions, ofwhich may include brand ownership companies, regional bottling companies, distributors and/or distribution rights to further extend our geographic coverage;

•Future equity investments;

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

•Fluctuations in our tax obligations.

~~Debt Ratings~~

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



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

~~Capital Expenditures~~

~~Capital expenditures were $356 million and $208 million for the first nine months of 2020 and 2019, respectively.~~

Capital expenditures for the first nine months of 2020 primarily related to our continued investment in the build-out of our Spartanburg manufacturing facility, the purchase of real estate in Ireland and build out of the facility and build-out of our Allentown manufacturing facility. Capital expenditures included in accounts payable and accrued expenses were $255 million for the first nine months of 2020, which primarily related to these investments.

Capital expenditures for the first nine months of 2019 primarily related to machinery and equipment, our continued investment in the build-out of our Spartanburg facility and information technology infrastructure. Capital expenditures included in accounts payable and accrued expenses was $236 million for the first nine months of 2019, which primarily related to our continued investment in the build-out of our Spartanburg facility.

~~Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents~~

Cash, cash equivalents, restricted cash and restricted cash equivalents increased $107 million from December 31, 2019 to September 30, 2020 as cash generated from our operations outpaced our voluntary repayments on our term loan facility and other financing transactions.

Our cash balances are used to fund working capital requirements, scheduled debt and interest payments, capital expenditures, income tax obligations, dividend payments and business combinations. Cash generated by our foreign operations is generally repatriated to the U.S. periodically as working capital funding requirements in those jurisdictions allow. Foreign cash balances were $89 million and $70 million as of September 30, 2020 and December 31, 2019, respectively. We accrue tax costs for repatriation, as applicable, as cash is generated in those foreign jurisdictions.

~~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. Refer to Note 2 of the Notes to our Unaudited Condensed Consolidated Financial Statements for payments related to our senior unsecured notes and our KDP Credit Agreements. Refer to Note 8 of the Notes to our Unaudited Condensed Consolidated Financial Statements for future minimum rental commitments.

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

Payments Due in Year
(in millions) Total 2020 2021 2022 2023 2024 Thereafter
Interest payments $ 5,531
$ 264
$ 504
$ 458
$ 406
$ 349
$ 3,550
Purchase obligations⁽¹⁾
1,035
372
255
122
103
97
86


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

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

~~OFF-BALANCE SHEET ARRANGEMENTS~~

~~There are no material changes in off-balance sheet arrangements from those disclosed in our Annual Report.~~

~~EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS~~

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

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

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

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

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

(in millions) For the First Nine Months of 2020
Net sales $ 4,996
Income from operations 498
Equity in earnings of subsidiaries, net of tax 356
Net income 897

(in millions) September 30, 2020 December 31, 2019
Current assets⁽¹⁾
$ 1,752
$ 1,404
Non-current assets 43,227
43,501
Current liabilities⁽²⁾
$ 4,949
$ 3,942
Non-current liabilities 16,733
17,707


(in millions)	For the First Six Months of 2021
Net sales	$	3,473

~~(1)~~Income from operations	~~Includes $306 million and $241 million of current intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of September 30, 2020 and December 31, 2019, respectively.~~

702
~~(2)~~Net income attributable to KDP			~~Includes $28 million and $20 million of current intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of September 30, 2020 and December 31, 2019, respectively.~~773


(in millions)	June 30, 2021		December 31, 2020
Current assets	$	1,887	$	1,810
Non-current assets	43,692		43,333
Total assets(1)	$	45,579	$	45,143

Current liabilities	4,303		5,148
Non-current liabilities	17,034		16,164
Total liabilities(2)	$	21,337	$	21,312

(1)Includes $243 million and $423 million of intercompany receivables due to the Parent and Guarantors from the Non-Guarantors as of June 30, 2021 and December 31, 2020, respectively.

(2)Includes $35 million and $30 million of intercompany payables due to the Non-Guarantors from the Parent and Guarantors as of June 30, 2021 and December 31, 2020, respectively.

NON-GAAP FINANCIAL MEASURES

To supplement the consolidated financial statements presented in accordance with U.S. GAAP, we have presented for the ~~third~~second quarter and first ~~nine~~six months of ~~2020~~2021 and ~~2019~~2020 (i) Adjusted income from operations, (ii) Adjusted interest expense, (iii) Adjusted provision for income taxes, (iv) Adjusted net income attributable to KDP and ~~(iii)~~(v) Adjusted diluted EPS, which are considered non-GAAP financial measures. The non-GAAP financial measures provided should be viewed in addition to, and not as an alternative for, results prepared in accordance with U.S. GAAP. The non-GAAP financial measures presented may differ from similarly titled non-GAAP financial measures presented by other companies, and other companies may not define these non-GAAP financial measures in the same way. The adjusted measures are not substitutes for their comparable U.S. GAAP financial measures, such as income from operations, net income, diluted EPS, or other measures prescribed by U.S. GAAP, and there are limitations to using non-GAAP financial measures. The Company uses these non-GAAP financial measures, in addition to U.S. GAAP financial measures, to evaluate its operating and financial performance and to compare such performance to that of prior periods and to the performance of its competitors. Additionally, the Company uses these non-GAAP financial measures in making operational and financial decisions and in the Company’s budgeting and planning process. The Company believes that providing these non-GAAP financial measures to investors helps investors evaluate the Company’s operating performance, profitability and business trends in a way that is consistent with how management evaluates such performance and consistent with guidance previously provided by the Company.

For the ~~third~~second quarter and first ~~nine~~six months of ~~2020~~2021 and ~~2019,~~2020, we define our Adjusted non-GAAP financial measures as certain financial statement captions and metrics adjusted for certain items affecting comparability. The items affecting comparability are defined below.

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

For ~~third~~the second quarter and first ~~nine~~six months of ~~2020,~~2021, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to significant business combinations; (ii) productivity expenses; (iii) costs related to significant ~~nonroutine~~non-routine legal matters; (iv) the loss on early extinguishment of debt related to the redemption of debt; (v) incremental ~~temporary~~ costs to our operations related to risks associated with the COVID-19 pandemic; and (vi) gains from insurance recoveries related to the February 2019 organized malware attack on our business operation networks in the Coffee Systems segment.

For the 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 non-routine legal matters; (v) the loss on early extinguishment of debt related to the redemption of debt, (vi) incremental costs to our operations related to risks associated with the COVID-19 pandemic and (vii) impairment recognized on our equity method ~~investments~~investment with ~~Bedford and LifeFuels.~~Bedford.

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

For the ~~third~~second quarter and first ~~nine~~six months of ~~2019, the other certain items excluded for comparison purposes include (i) restructuring~~2021 and integration expenses related to significant business combinations; (ii) productivity expenses; (iii) transaction costs for significant business combinations (completed or abandoned) excluding the DPS Merger; (iv) costs related to significant nonroutine legal matters; (v) the impact of the step-up of acquired inventory not associated with the DPS Merger; (vi) the loss on early extinguishment of debt related to the redemption of debt and (vii) the loss related to the February 2019 organized malware attack on our business operation networks in the Coffee Systems segment.

~~For the third quarter and first nine months of~~ 2020, ~~and 2019,~~ the supplemental financial data set forth below includes reconciliations of Adjusted income from operations, Adjusted interest expense, Adjusted provision for income taxes, Adjusted net income attributable to KDP and Adjusted diluted EPS to the applicable financial measure presented in the unaudited condensed consolidated financial statement for the same period.

KEURIG DR PEPPER INC.

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

For the ~~Third~~Second Quarter of ~~2020~~2021

(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	$	1,370	$	1,770	56.4	%	$	1,039	$	734	23.4	%
Items Affecting Comparability:
Mark to market	17		(17)				21		(38)
Amortization of intangibles	—		—				(34)		34


Stock compensation	—		—				(5)		5
Restructuring and integration costs	—		—				(49)		49
Productivity	(14)		14				(24)		38


Nonroutine legal matters	—		—				(6)		6
COVID-19	(7)		7				(4)		11

Adjusted	$	1,366	$	1,774	56.5	%	$	938	$	839	26.7	%

Cost of sales Gross profit Gross margin Selling, general and administrative expenses Income from operations Operating margin
Reported $ 1,316
$ 1,704
56.4 % $ 949
$ 753
24.9 %
Items Affecting Comparability:
Mark to market 46
(46 ) (1 ) (45 )
Amortization of intangibles —
—
(34 ) 34

Stock compensation —
—
(6 ) 6

Restructuring and integration costs —
—
(39 ) 39

Productivity (10 ) 10
(20 ) 30

Nonroutine legal matters —
—
(8 ) 8

COVID-19 (19 ) 19
(30 ) 49

Adjusted GAAP $ 1,333
$ 1,687
55.9 % $ 811
$ 874
28.9 %


	Interest expense			Impairment on investments 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				Interest expense		Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income attributable to KDP		Diluted earnings per share
Reported	$	148		$	16		$	584		$	141		24.1	%	$	443		1,422.9	$	0.31		Reported	$	125	$	613	$	165	26.9	%	$	448	$	0.31
Items Affecting Comparability:																						Items Affecting Comparability:
Mark to market	(1		)	—			(44		)	(13		)			(31		)		(0.02		)	Mark to market	(1)		(37)		(9)				(28)		(0.02)
Amortization of intangibles	—						34			9					25				0.02			Amortization of intangibles	—		34		9				25		0.02
Amortization of deferred financing costs	(2		)	—			2			1					1				—			Amortization of deferred financing costs	(1)		1		—				1		—
Amortization of fair value debt adjustment	(6		)	—			6			1					5				—			Amortization of fair value debt adjustment	(4)		4		—				4		—
Stock compensation	—			—			6			1					5				—			Stock compensation	—		5		2				3		—
Restructuring and integration costs	—			—			39			8					31				0.02			Restructuring and integration costs	—		49		11				38		0.03
Productivity	—			—			30			8					22				0.02			Productivity	—		38		10				28		0.02
Investment Impairment	—			(16		)	16			4					12				0.01

Nonroutine legal matters	—			—			8			1					7				—			Nonroutine legal matters	—		6		1				5		—
COVID-19	—			—			49			12					37				0.03			COVID-19	—		11		3				8		0.01
Adjusted GAAP	$	139		$	—		$	730		$	173		23.7	%	$	557		1,422.9	$	0.39

Change in deferred tax liabilities related to goodwill and other intangible assets																						Change in deferred tax liabilities related to goodwill and other intangible assets	—		—		(6)				6		—
Adjusted																						Adjusted	$	119	$	724	$	186	25.7	%	$	538	$	0.38

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

KEURIG DR PEPPER INC.

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

For the ~~Third~~Second Quarter of ~~2019~~2020

(Unaudited, in millions, except per share data)


	Cost of sales		Gross profit		Gross margin		Selling, general and administrative expenses		Income from operations		Operating margin
Reported	$	1,302	$	1,562	54.5	%	$	1,001	$	561	19.6	%
Items Affecting Comparability:
Mark to market	(29)		29				16		13
Amortization of intangibles	—		—				(33)		33

Stock compensation	—		—				(8)		8

Restructuring and integration costs	—		—				(52)		52
Productivity	(2)		2				(17)		19


Nonroutine legal matters	—		—				(26)		26

COVID-19	(18)		18				(45)		63
Adjusted	$	1,253	$	1,611	56.3	%	$	836	$	775	27.1	%

Cost of sales Gross profit Gross margin Selling, general and administrative expenses Other operating expense (income), net Income from operations Operating margin
Reported $ 1,245
$ 1,625
56.6 % $ 1,012
$ 33
$ 580
20.2 %
Items Affecting Comparability:
Mark to market (5 ) 5
(4 ) —
9

Amortization of intangibles —
—
(31 ) —
31

Stock compensation —
—
(3 ) —
3

Restructuring and integration costs 1
(1 ) (54 ) (24 ) 77

Productivity (10 ) 10
(12 ) (13 ) 35

Transaction costs —
—
(7 ) —
7

Nonroutine legal matters —
—
(12 ) —
12

Adjusted GAAP $ 1,231
$ 1,639
57.1 % $ 889
$ (4 ) $ 754
26.3 %


	Interest expense			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 attributable to KDP		Diluted earnings per share
Reported	$	158		$	413	$	109	26.4	%	$	304	1,419.4	$	0.21	Reported	$	157	$	2	$	406	$	108	26.6	%	$	298	$	0.21
Items Affecting Comparability:															Items Affecting Comparability:
Mark to market	1			8		—				8			0.01		Mark to market	(3)		—		16		5				11		0.01
Amortization of intangibles	—			31		9				22			0.02		Amortization of intangibles	—		—		33		9				24		0.02
Amortization of deferred financing costs	(3		)	3		1				2			—		Amortization of deferred financing costs	(3)		—		3		—				3		—
Amortization of fair value debt adjustment	(7		)	7		3				4			—		Amortization of fair value debt adjustment	(6)		—		6		1				5		—
Stock compensation	—			3		—				3			—		Stock compensation	—		—		8		2				6		—
Restructuring and integration costs	—			77		13				64			0.04		Restructuring and integration costs	—		—		52		12				40		0.03
Productivity	—			35		8				27			0.02		Productivity	—		—		19		4				15		0.01
Transaction costs	(4		)	11		3				8			0.01

Loss on early extinguishment of debt															Loss on early extinguishment of debt	—		(2)		2		1				1		—

Nonroutine legal matters	—			12		3				9			0.01		Nonroutine legal matters	—		—		26		7				19		0.01
Adjusted GAAP	$	145		$	600	$	149	24.8	%	$	451	1,419.4	$	0.32

COVID-19															COVID-19	—		—		63		16				47		0.03
Adjusted															Adjusted	$	145	$	—	$	634	$	165	26.0	%	$	469	$	0.33

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

KEURIG DR PEPPER INC.

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

For the First ~~Nine~~Six Months of ~~2020~~2021

(Unaudited, in millions, except per share data)


	Cost of sales		Gross profit		Gross margin		Selling, general and administrative expenses		Income from operations		Operating margin
Reported	$	2,672	$	3,370	55.8	%	$	2,000	$	1,374	22.7	%
Items Affecting Comparability:
Mark to market	26		(26)				50		(76)
Amortization of intangibles	—		—				(67)		67
Stock compensation	—		—				(11)		11
Restructuring and integration costs	—		—				(92)		92
Productivity	(22)		22				(49)		71
Nonroutine legal matters	—		—				(16)		16
COVID-19	(19)		19				(8)		27
Malware incident	—		—				2		(2)
Adjusted	$	2,657	$	3,385	56.0	%	$	1,809	$	1,580	26.2	%

Cost of sales Gross profit Gross margin Selling, general and administrative expenses Income from operations Operating margin
Reported $ 3,779
$ 4,718
55.5 % $ 2,978
$ 1,780
20.9 %
Items Affecting Comparability:
Mark to market 2
(2 ) (28 ) 26

Amortization of intangibles —
—
(100 ) 100

Stock compensation —
—
(21 ) 21

Restructuring and integration costs —
—
(143 ) 143

Productivity (28 ) 28
(75 ) 103

Nonroutine legal matters —
—
(43 ) 43

COVID-19 (38 ) 38
(79 ) 117

Adjusted GAAP $ 3,715
$ 4,782
56.3 % $ 2,489
$ 2,333
27.5 %


	Interest expense			Loss on early extinguishment of debt			Impairment on investments 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			Interest expense		Loss on early extinguishment of debt		Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income attributable to KDP		Diluted earnings per share
Reported	$	458		$	4		$	102		$	1,195	$	298	24.9	%	$	897	1,421.5	$	0.63	Reported	$	265	$	105	$	1,011	$	238	23.5	%	$	773	$	0.54
Items Affecting Comparability:																					Items Affecting Comparability:
Mark to market	(28		)	—			—			54		13				41			0.03		Mark to market	7		—		(83)		(20)				(63)		(0.04)
Amortization of intangibles	—			—			—			100		27				73			0.05		Amortization of intangibles	—		—		67		17				50		0.04
Amortization of deferred financing costs	(8		)	—			—			8		2				6			—		Amortization of deferred financing costs	(4)		—		4		—				4		—
Amortization of fair value debt adjustment	(18		)	—			—			18		4				14			0.01		Amortization of fair value debt adjustment	(10)		—		10		2				8		—
Stock compensation	—			—			—			21		4				17			0.01		Stock compensation	—		—		11		14				(3)		—
Restructuring and integration costs	—			—			—			143		34				109			0.08		Restructuring and integration costs	—		—		92		22				70		0.05
Productivity	—			—			—			103		27				76			0.05		Productivity	—		—		71		18				53		0.04

Loss on early extinguishment of debt	—			(4		)	—			4		1				3			—		Loss on early extinguishment of debt	—		(105)		105		25				80		0.06
Investment impairment	—			—			(102		)	102		25				77			0.05

Nonroutine legal matters	—			—			—			43		10				33			0.02		Nonroutine legal matters	—		—		16		3				13		0.01
COVID-19	—			—			—			117		29				88			0.06		COVID-19	—		—		27		7				20		0.01
Adjusted GAAP	$	404		$	—		$	—		$	1,908	$	474	24.8	%	$	1,434	1,421.5	$	1.01
Malware incident																					Malware incident	—		—		(2)		—				(2)		—
Change in deferred tax liabilities related to goodwill and other intangible assets																					Change in deferred tax liabilities related to goodwill and other intangible assets	—		—		—		(6)				6		—
Adjusted																					Adjusted	$	258	$	—	$	1,329	$	320	24.1	%	$	1,009	$	0.71

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

KEURIG DR PEPPER INC.

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

For the First ~~Nine~~Six Months of ~~2019~~2020

(Unaudited, in millions, except per share data)


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

Cost of sales Gross profit Gross margin Selling, general and administrative expenses Other operating expense (income), net Income from operations Operating margin
Reported $ 3,537
$ 4,649
56.8 % $ 2,951
$ 33
$ 1,665
20.3 %
Items Affecting Comparability:
Mark to market (6 ) 6
5
—
1

Amortization of intangibles —
—
(94 ) —
94

Stock compensation —
—
(18 ) —
18

Restructuring and integration costs (1 ) 1
(151 ) (24 ) 176

Productivity (14 ) 14
(41 ) (22 ) 77

Transaction costs —
—
(8 ) —
8

Nonroutine legal matters —
—
(27 ) —
27

Inventory step-up (3 ) 3
—
—
3

Malware incident (2 ) 2
(6 ) —
8

Adjusted GAAP $ 3,511
$ 4,675
57.1 % $ 2,611
$ (13 ) $ 2,077
25.4 %


	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		Impairment of investment and note receivable		Income before provision for income taxes		Provision for income taxes		Effective tax rate		Net income attributable to KDP		Diluted earnings per share
Reported	$	497		$	9		$	1,144	$	296	25.9	%	$	848	1,418.8	$	0.60	Reported	$	310	$	4	$	86	$	611	$	157	25.7	%	$	454	$	0.32
Items Affecting Comparability:																		Items Affecting Comparability:
Mark to market	(44		)	—			45		11				34			0.02		Mark to market	(27)		—		—		98		26				72		0.05
Amortization of intangibles	—			—			94		26				68			0.05		Amortization of intangibles	—		—		—		66		18				48		0.03
Amortization of deferred financing costs	(10		)	—			10		3				7			0.01		Amortization of deferred financing costs	(6)		—		—		6		1				5		—
Amortization of fair value debt adjustment	(20		)	—			20		5				15			0.01		Amortization of fair value debt adjustment	(12)		—		—		12		3				9		0.01
Stock compensation	—			—			18		4				14			0.01		Stock compensation	—		—		—		15		3				12		0.01
Restructuring and integration costs	—			—			176		39				137			0.10		Restructuring and integration costs			—		—		104		26				78		0.05
Productivity	—			—			77		17				60			0.04		Productivity	—		—		—		73		19				54		0.04
Transaction costs	(16		)	—			24		6				18			0.01
Loss on early extinguishment of debt	—			(9		)	9		2				7			—		Loss on early extinguishment of debt	—		(4)		—		4		1				3		—
Impairment of investment and note receivable																		Impairment of investment and note receivable	—		—		(86)		86		21				65		0.05
Nonroutine legal matters	—			—			27		7				20			0.01		Nonroutine legal matters	—		—		—		35		9				26		0.02
Inventory step-up	—			—			3		1				2			—
Malware incident	—			—			8		2				6			—
Adjusted GAAP	$	407		$	—		$	1,655	$	419	25.3	%	$	1,236	1,418.8	$	0.87
COVID-19																		COVID-19	—		—		—		68		17				51		0.04
Adjusted																		Adjusted	$	265	$	—	$	—	$	1,178	$	301	25.6	%	$	877	$	0.62

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

KEURIG DR PEPPER INC.

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

(Unaudited)


(in millions)	Reported		Items Affecting Comparability		Adjusted GAAP
For the second quarter of 2021:







Income from Operations
Coffee Systems	$	322	$	49	$	371
Packaged Beverages	258		28		286
Beverage Concentrates	254		2		256
Latin America Beverages	36		1		37
Unallocated corporate costs	(136)		25		(111)
Total income from operations	$	734	$	105	$	839

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

(in millions) Reported Items Affecting Comparability Adjusted GAAP
For the third quarter of 2020:
Income from Operations
Coffee Systems $ 320
$ 53
$ 373
Packaged Beverages 260
44
304
Beverage Concentrates 262
3
265
Latin America Beverages 25
—
25
Unallocated corporate costs (114 ) 21
(93 )
Total income from operations $ 753
$ 121
$ 874

For the third quarter of 2019:
Income from Operations
Coffee Systems $ 310
$ 57
$ 367
Packaged Beverages 196
5
201
Beverage Concentrates 245
(1 ) 244
Latin America Beverages 25
—
25
Unallocated corporate costs (196 ) 113
(83 )
Total income from operations $ 580
$ 174
$ 754

KEURIG DR PEPPER INC.

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

(Unaudited)


(in millions)	Reported		Items Affecting Comparability		Adjusted GAAP
For the first six months of 2021:







Income from Operations
Coffee Systems	$	658	$	102	$	760
Packaged Beverages	433		50		483
Beverage Concentrates	492		3		495
Latin America Beverages	58		2		60
Unallocated corporate costs	(267)		49		(218)
Total income from operations	$	1,374	$	206	$	1,580

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

(in millions) Reported Items Affecting Comparability Adjusted GAAP
For the first nine months of 2020:
Income from Operations
Coffee Systems $ 882
$ 201
$ 1,083
Packaged Beverages 657
119
776
Beverage Concentrates 679
5
684
Latin America Beverages 73
2
75
Unallocated corporate costs (511 ) 226
(285 )
Total income from operations $ 1,780
$ 553
$ 2,333

For the first nine months of 2019:
Income from Operations
Coffee Systems $ 890
$ 143
$ 1,033
Packaged Beverages 531
20
551
Beverage Concentrates 690
1
691
Latin America Beverages 62
(5 ) 57
Unallocated corporate costs (508 ) 253
(255 )
Total income from operations $ 1,665
$ 412
$ 2,077

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 ~~September~~June 30, ~~2020,~~2021, 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 ~~$37~~$46 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 ~~September~~June 30, ~~2020,~~2021, we had derivative contracts outstanding with a notional value of ~~$794~~$956 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~~contracts and monitor our mix of fixed-rate and variable-rate debt. As of ~~September~~June 30, ~~2020,~~2021, the carrying value of our fixed-rate debt, excluding lease obligations, was ~~$13,057~~$11,721 million and our variable-rate debt was ~~$832~~$1,323 million, ~~inclusive~~comprised entirely of commercial paper.

Additionally, as of ~~September~~June 30, ~~2020,~~2021, the total notional value of receive-variable, pay-fixed interest rate swaps was $450 million and the total notional value of receive-fixed, pay-variable interest rate swaps was $250 million. Our variable-rate instruments are generally based on LIBOR and a credit spread.

~~The following table is an~~We estimate ofthat the potential impact to our interest rate expense ~~based upon our~~associated with variable rate debt and derivative instruments ~~that could result~~resulting from a hypothetical interest rate ~~changes during the term~~change of ~~the financial instruments,~~1%, based on variable-rate debt and derivative instrument levels as of ~~September~~June 30, ~~2020:~~2021, would be an increase of approximately $11 million or decrease of approximately $6 million. Our estimate of the annual impact to interest expense reflects our assumption that LIBOR will not fall below 0%.




~~Hypothetical Change in Interest Rates~~⁽¹⁾		~~Annual Impact to Interest Expense~~
~~1-percent decrease~~		~~$4 million decrease~~
~~1-percent increase~~		~~$4 million increase~~


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

COMMODITY RISKS

We are subject to market risks with respect to commodities because our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. Our principal commodities risks relate to our purchases of 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 ~~September~~June 30, ~~2020,~~2021, we had derivative contracts outstanding with a notional value of ~~$497~~$518 million maturing at various dates through January ~~1, 2023.~~8, 2024. The fair market value of these contracts as of ~~September~~June 30, ~~2020~~2021 was a net ~~liability~~asset of $6$127 million.

As of ~~September~~June 30, ~~2020,~~2021, 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 $1$6 million impact to our income from operations for the remainder of the year ending December 31, ~~2020.~~

2021.

ITEM 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Based on evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of ~~September~~June 30, ~~2020,~~2021, our disclosure controls and procedures are effective to (i) provide reasonable assurance that information required to be disclosed in the Exchange Act filings is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms, and (ii) ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act are accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) occurred during the quarter ended ~~September~~June 30, ~~2020~~2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

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

See Note 1415 of the Notes to our Unaudited Condensed Consolidated Financial Statements for more information related to commitments and contingencies, which is incorporated herein by reference.

BODYARMOR LITIGATION

InOn March 6, 2019, ABC, a subsidiary of KDP, filed suit against BodyArmor and Mike Repole in the Superior Court for the State of Delaware. The complaint ~~asserts~~asserted claims for breach of contract and promissory estoppel against BodyArmor and ~~asserts~~asserted a claim for tortious interference against Mr. Repole, in each case in connection with ~~BodyArmor's~~BodyArmor's attempted early termination of the distribution contract between BodyArmor and ABC. The complaint seeks monetary damages relating to lost distribution revenues, disgorgement of profits, liquidated and punitive damages, attorneys' fees and costs. ABC filed an amended complaint, which added Coca-Cola as a defendant to the suit and asserted a claim for tortious interference against Coca-Cola. In December 2020, the court dismissed the individual claim against Mr. Repole, but ABC's claims against BodyArmor and Coca-Cola continue. Fact and expert discovery in the case is ongoing and a trial date is set for February 2022. ABC intends to continue to vigorously prosecute the action. ~~The court has rejected BodyArmor's motion to dismiss our lawsuit. In June 2020, The Coca-Cola Company was added as a defendant to the suit.~~ We are unable to predict the outcome of the lawsuit, the potential recovery, if any, associated with the resolution of the lawsuit or any potential effect it may have on us or our operations.

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

ITEM 1A. Risk Factors

We no longer meet the requirements to be a “controlled company” within the meaning of the rules of Nasdaq and the rules of the SEC. However, even though we will no longer be a "controlled company," we will continue to qualify for, and may rely upon, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies during a one-year transition period.

On August 19, 2020, Maple Holdings B.V., an affiliate of JAB, completed the sale of 45 million shares of KDP stock in a public secondary offering. On September 8, 2020, JAB distributed an additional 76 million shares of KDP stock to its minority partners. As a result of these transactions, JAB and its affiliates now own 44.1% of KDP's common stock, and we are no longer a “controlled company” as defined in the Nasdaq rules. However, even though we will no longer be a "controlled company," we will continue to qualify for, and may rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies during a one-year transition period. The Nasdaq rules require that we:

~~have a board of directors that is composed of a majority of "independent directors," as defined under the rules of such exchange, by August 19, 2021;~~

~~have a compensation committee that:~~


◦	~~includes one independent director on August 19, 2020,~~


◦	~~consists of a majority of independent directors by November 17, 2020, and~~


◦	~~consists entirely of independent directors by August 19, 2021; and~~

~~have a nominating committee that:~~


◦	~~includes one independent director on August 19, 2020,~~


◦	~~consists of a majority of independent directors by November 17, 2020, and~~


◦	~~consists entirely of independent directors by August 19, 2021.~~

During these transition periods, we may continue to utilize the available exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies, as permitted by the Nasdaq rules. If we fail to meet the above deadlines for these requirements, our common stock could be delisted from Nasdaq, which would negatively impact the trading of our common shares and our business and financial condition.

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

Our business has been, and may continue to be, impacted by the fear of exposure to, or actual effects of the, ongoing 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, as a result of, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other restrictions, store closures, or financial hardship, shifts in demand away from one or more of our higher priced products to lower priced products, or stockpiling or similar activity, reduced options for marketing and promotion of products or other restrictions in connection with the COVID-19 pandemic; if prolonged, such impacts can further increase the difficulty of operating our business, including accurately planning and forecasting;

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

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

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

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

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

ITEM 6. Exhibits



~~2.1~~3.1		Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (filed on November 23, 2016) and incorporated herein by reference).
~~2.2~~	Amendment No. 1, dated as of January 31, 2017, to the Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K (filed on January 31, 2017) and incorporated herein by reference).
~~3.1~~	Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference).
3.3		Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference).
3.4		Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporate herein by reference).
3.5		Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of July 9, 2018 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference.
4.1		Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.2		Form of 7.45% Senior Notes due 2038 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.3		Registration Rights Agreement, dated April 30, 2008, between Dr Pepper Snapple Group, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.4		Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4.5		Supplemental Indenture, dated May 7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4.6		Second Supplemental Indenture dated March 17, 2009, to be effective as of December 31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K (filed on March 26, 2009) and incorporated herein by reference).
4.7		Third Supplemental Indenture, dated October 19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor; Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q (filed November 5, 2009) and incorporated herein by reference).
4.8		Fourth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantors under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference).
4.9		Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
4.10		Second Supplemental Indenture, dated as of January 11, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on January 11, 2011) and incorporated herein by reference).
~~4.11~~	Third Supplemental Indenture, dated as of November 15, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).
~~4.12~~	3.20% Senior Note due 2021 (in global form), dated November 15, 2011, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).
~~4.13~~	Fourth Supplemental Indenture, dated as of November 20, 2012, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q (filed on July 30, 2020) and incorporated herein by reference).



~~4.14~~	2.00% Senior Note due 2020 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
~~4.15~~	2.70% Senior Note due 2022 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
~~4.16~~	Fifth Supplemental Indenture, dated as of November 9, 2015, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
~~4.17~~4.11		3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
~~4.18~~4.12		4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
~~4.19~~4.13		Sixth Supplemental Indenture, dated as of September 16, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
~~4.20~~4.14		2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
~~4.21~~4.15		Seventh Supplemental Indenture, dated as of December 14, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).


~~4.22~~4.16		2.53% Senior Note due 2021 (in global form), dated December 14, 2016, in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.23~~	3.13% Senior Note due 2023 (in global form), dated December 14, 2016, in the principal amount of $500,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.24~~4.17		3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.25~~4.18		4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
~~4.26~~4.19		Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference).
~~4.27~~4.20		Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference).
~~4.28~~4.21		Investor Rights Agreement by and among Keurig Dr Pepper Inc. and The Holders Listed on Schedule A thereto, dated as of July 9, 2018 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.29~~4.22		Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A. as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.30~~4.24		First Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2021 Notes (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.31~~	Second Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.32~~4.25		Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.33~~4.26		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).



~~4.34~~4.27		Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.35~~4.28		Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.36~~4.29		Seventh Supplemental Indenture, dated as of July 9, 2018, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.37~~4.30		Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.38~~4.31		Joinder to the Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
~~4.39~~4.32		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~~4.33		Tenth Supplemental Indenture (including 3.20% Senior Notes Due 2030 and 3.80% Senior Notes Due 2050 (in global form)), dated as of April 13, 2020, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference).
~~10.1~~4.34		~~Credit Agreement,~~Eleventh Supplemental Indenture (including 0.750% Senior Notes Due 2024, 2.250% Senior Notes Due 2031, and 3.350% Senior Notes Due 2051 (in global form)), dated as of ~~February 28, 2018,~~March 15, 2021, among ~~Maple Parent Holdings Corp.~~Keurig Dr Pepper Inc., the ~~banks and issuers of credit party~~subsidiary guarantors thereto, and ~~JPMorgan Chase~~Wells Fargo Bank, N.A., as ~~administrative agent~~trustee (filed as Exhibit ~~10.2~~4.1 to the ~~Company's~~Company’s Current Report on Form 8-K (filed on ~~July 9, 2018)~~March 15, 2021) 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 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).
~~10.4~~	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). ++


~~10.5~~10.2		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). ++
~~10.6~~10.3		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). ++
~~10.7~~10.4		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). ++
~~10.8~~10.5		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). ++
~~10.9~~10.6		Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on June 11, 2019) and incorporated herein by reference).++
~~10.10~~10.7		Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
~~10.11~~10.8		Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.14 to the Company's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++
~~10.12~~10.9		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).++
~~10.13~~10.10		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).
~~10.14~~*	Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (retention incentive awards for three of the Company’s Named Executive Officers).
~~22.1~~	~~List of Guarantor Subsidiaries~~ (filed as Exhibit ~~22.1~~10.14 to the ~~Company's~~Company’s Quarterly Report on Form 10-Q (filed on ~~June 30,~~October 29, 2020) and incorporated herein by reference).



10.11			Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019, amended and restated as of December 7, 2020 (retention incentive award for one of the Company’s Named Executive Officers) (filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K (filed on February 25, 2021) and incorporated herein by reference).++
10.12			Credit Agreement, dated as of March 24, 2021, among Keurig Dr Pepper Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on March 26, 2021) and incorporated herein by reference).
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.
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 ~~September~~June 30, ~~2020,~~2021, formatted in ~~XBRL (eXtensible Business Reporting Language):~~Inline XBRL: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104*			The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL.

* Filed herewith.

** Furnished herewith.

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