Keurig Dr Pepper Inc. - Quarter Report: 2019 September (Form 10-Q)

(in millions)

Fair Value

Estimated Life (in years)

Contractual arrangements⁽²⁾

Total other intangible assets

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

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

FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-33829



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



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

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

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

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

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

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

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

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

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



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

As of November 5, 2019, there were 1,406,787,332 shares of the registrant's common stock, par value $0.01 per share, outstanding.

KEURIG DR PEPPER INC.

FORM 10-Q TABLE OF CONTENTS



				Page
Part I.	Financial Information
	Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Statements of Income		1
		Condensed Consolidated Statements of Comprehensive Income		2
		Condensed Consolidated Balance Sheets		3
		Condensed Consolidated Statements of Cash Flows		4
		Condensed Consolidated Statements of Changes in Stockholders' Equity		5
		Notes to Condensed Consolidated Financial Statements		7
		1	Background and Basis of Presentation	7
		2	Acquisitions and Investments in Unconsolidated Affiliates	9
		3	Leases	13
		4	Goodwill and Other Intangible Assets	15
		5	Restructuring and Integration Costs	16
		6	Income Taxes	17
		7	Long-Term Obligations and Borrowing Arrangements	17
		8	Derivatives	20
		9	Earnings Per Share	22
		10	Stock-Based Compensation	23
		11	Accumulated Other Comprehensive Income (Loss)	24
		12	Other Financial Information	25
		13	Supplemental Cash Flow Information	27
		14	Commitments and Contingencies	27
		15	Related Parties	28
		16	Segments	29
		17	Revenue Recognition	30
		18	Guarantor and Non-Guarantor Financial Information	31
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		71
	Item 4.	Controls and Procedures		72

Part II.	Other Information
	Item 1.	Legal Proceedings		73
	Item 1A.	Risk Factors		73
	Item 6.	Exhibits		74

Table of Contents

PART I - FINANCIAL INFORMATION


ITEM 1.	Financial Statements (Unaudited)

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Third Quarter and First Nine Months of 2019 and 2018

(Unaudited)



	Third Quarter					First Nine Months
(in millions, except per share data)	2019		2018			2019		2018
Net sales	$	2,870	$	2,732		$	8,186	$	4,629
Cost of sales	1,245		1,367			3,537		2,292
Gross profit	1,625		1,365			4,649		2,337
Selling, general and administrative expenses	1,012		1,028			2,951		1,649
Other operating expense (income), net	33		(8		)	33		(2		)
Income from operations	580		345			1,665		690
Interest expense	158		172			497		221
Interest expense - related party	—		—			—		51
Loss on early extinguishment of debt	—		11			9		13
Other expense (income), net	9		(33		)	15		(28		)
Income before provision for income taxes	413		195			1,144		433
Provision for income taxes	109		46			296		110
Net income	304		149			848		323
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—		—			—		3
Net income attributable to KDP	$	304	$	149		$	848	$	320
Earnings per common share:
Basic	$	0.22	$	0.11		$	0.60	$	0.33
Diluted	0.21		0.11			0.60		0.32
Weighted average common shares outstanding:
Basic	1,406.8		1,361.8			1,406.6		983.0
Diluted	1,419.4		1,373.6			1,418.8		994.1

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Third Quarter and First Nine Months of 2019 and 2018

(Unaudited)



	Third Quarter				First Nine Months
(in millions)	2019		2018		2019		2018
Comprehensive income	$	226	$	227	$	951	$	361

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2019 and December 31, 2018

(Unaudited)



	September 30,			December 31,
(in millions, except share and per share data)	2019			2018
Assets
Current assets:
Cash and cash equivalents	$	74		$	83
Restricted cash and restricted cash equivalents	28			46
Trade accounts receivable, net	1,090			1,150
Inventories	751			626
Prepaid expenses and other current assets	326			254
Total current assets	2,269			2,159
Property, plant and equipment, net	2,236			2,310
Investments in unconsolidated affiliates	164			186
Goodwill	20,112			20,011
Other intangible assets, net	24,031			23,967
Other non-current assets	561			259
Deferred tax assets	27			26
Total assets	$	49,400		$	48,918
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,976		$	2,300
Accrued expenses	1,066			1,012
Structured payables	338			526
Short-term borrowings and current portion of long-term obligations	1,761			1,458
Other current liabilities	409			406
Total current liabilities	6,550			5,702
Long-term obligations	13,147			14,201
Deferred tax liabilities	6,022			5,923
Other non-current liabilities	767			559
Total liabilities	26,486			26,385
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 15,000,000 shares authorized, no shares issued	—			—
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 1,406,787,332 and 1,405,944,922 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	14			14
Additional paid-in capital	21,539			21,471
Retained earnings	1,388			1,178
Accumulated other comprehensive loss	(27		)	(130		)
Total stockholders' equity	22,914			22,533
Total liabilities and stockholders' equity	$	49,400		$	48,918

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the First Nine Months of 2019 and 2018

(Unaudited)



	First Nine Months
(in millions)	2019			2018
Operating activities:
Net income	$	848		$	323
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	271			150
Amortization expense	259			144
Provision for sales returns	25			38
Deferred income taxes	(5		)	(117		)
Employee stock-based compensation expense	47			21
Loss on early extinguishment of debt	9			13
Gain on step acquisition of unconsolidated subsidiaries	—			(6		)
Unrealized (gain) loss on foreign currency	(22		)	7
Unrealized (gain) loss on derivatives	60			(6		)
Equity in loss of unconsolidated affiliates	38			12
Other, net	14			21
Changes in assets and liabilities:
Trade accounts receivable	36			48
Inventories	(124		)	91
Income taxes receivable and payables, net	(9		)	34
Other current and non-current assets	(156		)	(108		)
Accounts payable and accrued expenses	561			391
Other current and non-current liabilities	(49		)	7
Net change in operating assets and liabilities	259			463
Net cash provided by operating activities	1,803			1,063
Investing activities:
Acquisitions of businesses	(8		)	(19,124		)
Cash acquired in acquisitions	—			150
Issuance of related party note receivable	(22		)	(6		)
Investments in unconsolidated affiliates	(16		)	(23		)
Proceeds from capital distributions from investments in unconsolidated affiliates	—			36
Purchases of property, plant and equipment	(208		)	(104		)
Proceeds from sales of property, plant and equipment	19			1
Purchases of intangibles	(4		)	—
Other, net	23			—
Net cash used in investing activities	(216		)	(19,070		)
Financing activities:
Proceeds from issuance of common stock private placement	—			9,000
Proceeds from unsecured credit facility	—			1,900
Proceeds from senior unsecured notes	—			8,000
Proceeds from term loan	2,000			2,700
Net issuance of commercial paper	335			1,386
Proceeds from structured payables	246			432
Payments on structured payables	(432		)	—
Payments on senior unsecured notes	(250		)	—
Repayment of unsecured credit facility	—			(1,900		)
Repayment of term loan	(2,873		)	(3,363		)
Payments on finance leases	(29		)	(20		)
Deferred financing charges paid	—			(49		)
Cash contributions from redeemable non-controlling interest shareholders	—			19
Cash dividends paid	(633		)	(23		)
Other, net	10			2
Net cash (used in) provided by financing activities	(1,626		)	18,084
Cash, cash equivalents, restricted cash and restricted cash equivalents — net change from:
Operating, investing and financing activities	(39		)	77
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	12			(50		)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	139			95
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	112		$	122

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

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Third Quarter and First Nine Months of 2019 and 2018

(Unaudited)



	Common Stock Issued			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
(in millions, except per share data)	Shares	Amount		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of January 1, 2019	1,405.9	$	14	$	21,471	$	1,178		$	(130	)	$	22,533
Adoption of new accounting standards	—	—		—		(5		)	—			(5		)
Net income attributable to KDP	—	—		—		230			—			230
Other comprehensive income	—	—		—		—			93			93
Dividends declared, $0.15 per share	—	—		—		(211		)	—			(211		)
Measurement period adjustment	—	—		11		—			—			11
Shares issued under employee 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 attributable to KDP	—	—		—		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 attributable to KDP	—	—		—		304			—			304
Other comprehensive loss	—	—		—		—			(78		)	(78		)
Dividends declared, $0.15 per share	—	—		—		(210		)	—			(210		)
Shares issued under 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.

Table of Contents

KEURIG DR PEPPER INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the Third Quarter and First Nine Months of 2019 and 2018

(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		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of January 1, 2018	790.5	$	8	$	6,377	$	914		$	99		$	7,398
Adoption of new accounting standards	—	—		—		(4		)	—			(4		)
Net income attributable to KDP	—	—		—		88			—			88
Other comprehensive loss	—	—		—		—			(24		)	(24		)
Dividends declared	—	—		—		(11		)	—			(11		)
Adjustment of non-controlling interests to fair value	—	—		—		(13		)	—			(13		)
Balance as of March 31, 2018	790.5	8		6,377		974			75			7,434
Net income attributable to KDP	—	—		—		83			—			83
Other comprehensive loss	—	—		—		—			(16		)	(16		)
Dividends declared	—	—		—		(12		)	—			(12		)
Adjustment of non-controlling interests to fair value	—	—		—		(5		)	—			(5		)
Balance as of June 30, 2018	790.5	8		6,377		1,040			59			7,484
Net income attributable to KDP	—	—		—		149			—			149
Other comprehensive income	—	—		—		—			78			78
Issuance of common stock	407.0	4		8,996		—			—			9,000
Acquisition of Dr Pepper Snapple Group, Inc.	182.5	2		3,640		—			—			3,642
Conversion of subsidiary shares	7.9	—		172		—			—			172
Capitalization of loans with related parties	—	—		1,815		—			—			1,815
Reclassification of historical Maple Parent Corporation employee redeemable non-controlling interest and mezzanine equity awards	—	—		9		141			—			150
Dividends declared	—	—		—		(208		)	—			(208		)
Shares issued under employee stock-based compensation plans and other	1.2	—		—		—			—			—
Stock-based compensation and stock options exercised	—	—		11		—			—			11
Balance as of September 30, 2018	1,389.1	$	14	$	21,020	$	1,122		$	137		$	22,293

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

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General

ORGANIZATION

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

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.

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

BASIS OF PRESENTATION

For financial reporting and accounting purposes, Maple was the acquirer of DPS upon completion of the DPS Merger. The DPS Merger was completed on July 9, 2018, and periods ending subsequent to the DPS Merger include the results of DPS.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with KDP's consolidated financial statements and accompanying notes, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

Except as otherwise specified, references to the "third quarter" indicate the Company's quarterly periods ended September 30, 2019 and 2018.

PRINCIPLES OF CONSOLIDATION

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

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

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

USE OF ESTIMATES

The process of preparing KDP's 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.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

RECLASSIFICATIONS

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



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

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

The Company additionally reclassified the following amounts in the unaudited condensed consolidated statement of cash flows for the first nine months of 2018 in order to conform to current year presentation:



(in millions)	Prior Presentation	Revised Presentation	First Nine Months of 2018
Net cash provided by operating activities:
Equity in loss of unconsolidated affiliates	Other, net	Equity in loss of unconsolidated affiliates	$	12
Net cash provided by (used in) investing activities:
Proceeds from sales of property, plant and equipment	Other, net	Proceeds from sales of property, plant and equipment	1
Net cash provided by (used in) financing activities:
Proceeds from stock options exercised	Proceeds from stock options exercised	Other, net	3

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The standard provides for a new impairment model which requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2016-13 but expects the impact to be immaterial to KDP's consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements ("ASU 2018-13"). The objective of the ASU is to improve the disclosures related to fair value measurement by removing, modifying, or adding disclosure requirements related to recurring and non-recurring fair value measurements. ASU 2018-13 is effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2019, and early adoption is permitted. The Company is currently assessing the changes in disclosure requirements but expects the impact to be immaterial to KDP's consolidated financial statements.

RECENTLY ADOPTED PROVISIONS OF U.S. GAAP

Leases

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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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

The adoption of ASC 842 resulted in an increase to KDP's total assets of approximately $314 million, an increase to KDP's total liabilities of approximately $319 million, and an impact to KDP's retained earnings of approximately $5 million, as of January 1, 2019. Refer to Note 3 for additional information.

Other Accounting Standards

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

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

2. Acquisitions and Investments in Unconsolidated Affiliates

ACQUISITION OF DR PEPPER SNAPPLE GROUP, INC.

Overview and Total Consideration Exchanged

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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Allocation of Consideration

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



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

(1)

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

(2)

The Company used existing carrying values to value trade receivables and payables, as well as certain other current and non-current assets and liabilities, as the Company determined that they represented the fair value of those items as of the Merger Date. The Company valued work-in-process ("WIP") and finished goods inventory using a net realizable value approach resulting in a step-up of $131 million which was recognized in the cost of goods sold for the third quarter of 2018 as the related inventory was sold during that period. Raw materials were carried at net book value.


(3)	Net deferred tax liabilities represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases.

The DPS Merger resulted in $9,906 million of goodwill as of September 30, 2019. The goodwill recognized is attributable to operational and general and administrative cost synergies resulting from the warehouse and transportation integration, direct procurement savings on overlapping materials, purchasing scale on indirect spend categories and optimization of duplicate positions and processes. The Company may also recognize revenue synergies, driven by a strong portfolio of brands with exposure to higher growth segments and the ability to leverage our collective distribution strength. The goodwill created in the DPS Merger is not deductible for tax purposes.

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



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


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


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


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


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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Pro Forma Information

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

The estimated pro forma net income includes the alignment of accounting policies, the effect of fair value adjustments related to the DPS Merger, the associated tax effects and the impact of the additional debt to finance the DPS Merger.



	Third Quarter		First Nine Months
(Unaudited, in millions)	2018		2018
Net sales	$	2,856	$	8,207
Net income	300		834

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

ACQUISITION OF BIG RED

Overview and Purchase Price

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

Allocation of Purchase Price

The Company's allocation of purchase price to the net tangible and intangible assets acquired and liabilities assumed in the Big Red Acquisition is based on estimated fair values as of the Big Red Merger Date. The allocation of purchase price was finalized on August 31, 2019.

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



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


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


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

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

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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



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


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


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


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

ACQUISITION OF CORE NUTRITION, LLC

Overview and Purchase Price

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

Allocation of Purchase Price

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

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



(in millions)	Initial Allocation of Consideration			Measurement Period Adjustments			Allocation of Consideration as of September 30, 2019
Cash and cash equivalents	$	10		$	—		$	10
Other intangible assets	273			(114		)	159
Assumed liabilities, net of acquired assets⁽¹⁾	(12		)	(5		)	(17		)
Goodwill	236			126			362
Total purchase price	$	507		$	7		$	514
Company's previous ownership interest	31			—			31
Less: Holdback placed in Escrow	27			(4		)	23
Acquisition of business	$	449		$	11		$	460


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

The Core Acquisition preliminarily resulted in $362 million of goodwill. The preliminary goodwill to be recognized is attributable to operational and general and administrative cost synergies resulting from the warehouse and transportation integration, purchasing scale on various spend categories and optimization of duplicate positions and processes. The goodwill created in the Core Acquisition is expected to be deductible for tax purposes.

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


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


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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

OTHER ACQUISITIONS

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

TRANSACTION EXPENSES

The following table provides information about the Company's transaction expenses incurred during the third quarter and first nine months of 2019 and 2018:



	Third Quarter				First Nine Months
(in millions)	2019		2018		2019		2018
DPS Merger	$	2	$	93	$	8	$	167
Other transaction expenses	9		3		16		3
Total transaction expenses incurred	$	11	$	96	$	24	$	170

Transaction expenses primarily consisted of professional fees for advisory and consulting services and other incremental costs related to the acquisitions.

INVESTMENTS IN UNCONSOLIDATED AFFILIATES

The following table summarizes investments in unconsolidated affiliates as of September 30, 2019 and December 31, 2018:



			September 30,		December 31,
(in millions)	Ownership Interest		2019		2018
BA Sports Nutrition, LLC ("BA")	12.5	%	$	52	$	62
Bedford Systems, LLC	30.0	%	56		79
Dyla LLC	12.4	%	14		15
Force Holdings LLC	33.3	%	5		6
Beverage startup companies	(various)		32		19
Other	(various)		5		5
Investments in unconsolidated affiliates			$	164	$	186

3. 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 us to renew the lease at rates equivalent to fair market value at the end of the lease term. Our lease agreements do not contain any material residual value guarantees or restrictive covenants.

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

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

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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The following table presents the components of lease cost:



	Third Quarter			First Nine Months
(in millions)	2019			2019
Operating lease cost	$	21		$	61
Finance lease cost
Amortization of right-of-use assets	17			37
Interest on lease liabilities	4			11
Variable lease cost⁽¹⁾	8			22
Short-term lease cost	2			5
Sublease income	(1		)	(2		)
Total lease cost	$	51		$	134


(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)	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	58
Operating cash flows from finance leases	11
Financing cash flows from finance leases	29

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



Weighted average discount rate
Operating leases	4.6	%
Finance leases	5.2	%
Weighted average remaining lease term
Operating leases	8 years
Finance leases	12 years

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



(in millions)	Operating Leases			Finance Leases
Remainder of 2019	$	19		$	14
2020	71			51
2021	58			43
2022	48			38
2023	40			35
2024	38			32
Thereafter	137			181
Total future minimum lease payments	411			394
Less: imputed interest	(68		)	(96		)
Present value of minimum lease payments	$	343		$	298

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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



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

SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED

As of September 30, 2019, the Company has entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $680 million. These leases will commence between the fourth quarter of 2019 and 2021, with initial lease terms ranging from 5 years to 20 years.

4. 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			Unallocated			Total
Balance as of January 1, 2019	$	9,725	$	4,878	$	4,265	$	618		$	525		$	20,011
Foreign currency translation	33		19		11		—			—			63
Acquisitions⁽¹⁾	3		391		242		(73		)	(525		)	38
Balance as of September 30, 2019	$	9,761	$	5,288	$	4,518	$	545		$	—		$	20,112


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

INTANGIBLE ASSETS OTHER THAN GOODWILL

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



(in millions)	September 30, 2019		December 31, 2018
Brands⁽¹⁾	$	19,862	$	19,712
Trade names	2,479		2,479
Contractual arrangements	122		119
Distribution rights	3		—
Total	$	22,466	$	22,310


(1)	Approximately $62 million of the increase in brands with indefinite lives was due to foreign currency translation during the period. The remaining change represents measurement period adjustments for the DPS Merger and the Core Acquisition. Refer to Note 2 for additional information.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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



	September 30, 2019							December 31, 2018
(in millions)	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Acquired technology	$	1,146	$	(237	)	$	909	$	1,146	$	(182	)	$	964
Customer relationships	637		(93		)	544		629		(67		)	562
Trade names	127		(51		)	76		127		(40		)	87
Contractual arrangements	23		(2		)	21		26		(1		)	25
Brands	11		(2		)	9		9		—			9
Distribution rights	6		—			6		—		—			—
Favorable leases⁽¹⁾	—		—			—		13		(3		)	10
Total	$	1,950	$	(385	)	$	1,565	$	1,950	$	(293	)	$	1,657


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

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



	Third Quarter				First Nine Months
(in millions)	2019		2018		2019		2018
Amortization expense for intangible assets with definite lives	$	31	$	31	$	94	$	90

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



	Remainder of 2019		For the Years Ending December 31,
(in millions)	Remainder of 2019		2020		2021		2022		2023		2024
Expected amortization expense for intangible assets with definite lives	$	32	$	126	$	126	$	126	$	126	$	121

IMPAIRMENT TESTING

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

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 were as follows:



	Third Quarter				First Nine Months
(in millions)	2019		2018		2019		2018
Keurig 2.0 exit	$	—	$	—	$	1	$	12
Integration program	76		47		168		71
Other restructuring programs	—		—		—		3
Total restructuring and integration charges	$	76	$	47	$	169	$	86

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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



(in millions)	Workforce Reduction Costs			Other⁽¹⁾			Total
Balance as of December 31, 2018	$	28		$	1		$	29
Charges to expense	26			—			26
Cash payments	(39		)	—			(39		)
Non-cash adjustment items	—			(1		)	(1		)
Balance as of September 30, 2019	$	15		$	—		$	15


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

RESTRUCTURING PROGRAMS

Integration Program

As part of the DPS Merger, the Company established a transformation management office to enable integration and maximize value capture. The Company developed a program to deliver $600 million in synergies over a three-year period through supply chain optimization, reduction of indirect spend through new economies of scale, elimination of duplicative support functions and advertising and promotion optimization. The Company expects to incur total cash expenditures of $750 million, comprised of both capital expenditures and expense, and expects to complete the program by 2021. The restructuring and integration program resulted in cumulative pre-tax charges of approximately $323 million, primarily consisting of professional fees related to the integration and transformation and costs associated with severance and employee terminations, through September 30, 2019.

6. Income Taxes

The effective tax rates for the third quarter of 2019 and 2018 were 26.4% and 23.6%, respectively. For the third quarter of 2019, the provision for income taxes was higher than the third quarter of 2018 primarily due to the benefit received from the revaluation of the Company’s deferred tax liabilities in the third quarter of 2018, partially offset by increasing the valuation allowance on the realizability of foreign tax credit carryforwards in the third quarter of 2018.

The effective tax rates for the first nine months of 2019 and 2018 were 25.9% and 25.4%, respectively. The increase in our effective tax rate was primarily due to the revaluation of the Company's deferred tax liabilities offset by the exclusion of DPS Merger-related non-deductible transaction costs, increasing the valuation allowance on the realizability of foreign tax credit carryforwards, and the impact related to the legislation commonly known as the Tax Cuts and Jobs Act (the "TCJA"), which was enacted on December 22, 2017. The TCJA had various impacts for the Company, which were primarily due to the elimination of the domestic manufacturing deduction, which was partially offset by the reduction in the U.S. federal tax rate from 24.5% to 21.0%. Guidance under the TCJA for non-calendar year filers resulted in a 24.5% federal statutory rate for companies with a September tax year-end for the period ended September 30, 2018.

7. Long-term Obligations and Borrowing Arrangements

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



(in millions)	September 30, 2019			December 31, 2018
Senior unsecured notes	$	11,794		$	12,019
Term loans	1,699			2,561
Subtotal	13,493			14,580
Less - current portion	(346		)	(379		)
Long-term obligations	$	13,147		$	14,201

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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



	Fair Value Hierarchy Level	September 30, 2019				December 31, 2018
(in millions)	Fair Value Hierarchy Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Commercial paper	2	$	1,415	$	1,415	$	1,079	$	1,079
Current portion of long-term obligations:
Senior unsecured notes	2	249		250		250		250
Term loans	2	97		97		129		129
Short-term borrowings and current portion of long-term obligations		$	1,761	$	1,762	$	1,458	$	1,458

SENIOR UNSECURED NOTES

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



(in millions)			Fair Value Hierarchy Level	September 30, 2019					December 31, 2018
Issuance	Maturity Date	Rate	Fair Value Hierarchy Level	Carrying Value			Fair Value		Carrying Value			Fair Value
2019 Notes⁽¹⁾	January 15, 2019	2.600%	2	$	—		$	—	$	250		$	250
2020 Notes	January 15, 2020	2.000%	2	250			250		250			245
2021 Merger Notes	May 25, 2021	3.551%	2	1,750			1,778		1,750			1,742
2021-A Notes	November 15, 2021	3.200%	2	250			252		250			244
2021-B Notes	November 15, 2021	2.530%	2	250			250		250			240
2022 Notes	November 15, 2022	2.700%	2	250			249		250			237
2023 Merger Notes	May 25, 2023	4.057%	2	2,000			2,078		2,000			1,988
2023 Notes	December 15, 2023	3.130%	2	500			512		500			474
2025 Merger Notes	May 25, 2025	4.417%	2	1,000			1,075		1,000			999
2025 Notes	November 15, 2025	3.400%	2	500			517		500			467
2026 Notes	September 15, 2026	2.550%	2	400			392		400			346
2027 Notes	June 15, 2027	3.430%	2	500			515		500			458
2028 Merger Notes	May 25, 2028	4.597%	2	2,000			2,148		2,000			1,981
2038 Notes	May 1, 2038	7.450%	2	125			169		125			151
2038 Merger Notes	May 25, 2038	4.985%	2	500			533		500			483
2045 Notes	November 15, 2045	4.500%	2	550			590		550			478
2046 Notes	December 15, 2046	4.420%	2	400			424		400			342
2048 Merger Notes	May 25, 2048	5.085%	2	750			888		750			716
Principal amount				$	11,975		$	12,620	$	12,225		$	11,841
Unamortized debt issuance costs and fair value adjustment for Notes assumed in the DPS Merger				(181		)			(206		)
Carrying amount				$	11,794				$	12,019


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

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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

BORROWING ARRANGEMENTS

Term Loan Agreements

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

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

364-Day Credit Agreement

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

The interest rate applicable to borrowings under the 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 364-Day Credit Agreement will mature on May 27, 2020, subject to the Company’s option to extend the maturity date by one year so long as certain customary conditions are satisfied.

KDP Revolving Credit Facility

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



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

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



(in millions)		Fair Value Hierarchy Level	September 30, 2019					December 31, 2018
Issuance	Maturity Date	Fair Value Hierarchy Level	Carrying Value			Fair Value		Carrying Value			Fair Value
KDP Term Loan⁽¹⁾	February 2023	2	$	—		$	—	$	2,583		$	2,583
New KDP Term Loan⁽²⁾	February 2023	2	1,710			1,710		—			—
KDP Revolver	February 2023	2	—			—		—			—
364-Day Credit Agreement	May 2020	2	—			—		—			—
Principal amount			$	1,710		$	1,710	$	2,583		$	2,583
Unamortized discounts and debt issuance costs			(11		)			(22		)
Carrying amount			$	1,699				$	2,561


(1)	In January 2019, the Company borrowed $583 million of Commercial Paper to voluntarily prepay a portion of its outstanding obligations under the KDP Term Loan. As a result of these voluntary prepayments, the Company recorded a $5 million loss on early extinguishment during the first nine months of 2019. This KDP Term Loan was refinanced with the New KDP Term Loan in February 2019.

(2)

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

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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

Commercial Paper Program

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



	Third Quarter						First Nine Months
(in millions, except %)	2019			2018			2019			2018⁽¹⁾
Weighted average commercial paper borrowings	$	1,726		$	1,395		$	1,746		$	1,395
Weighted average borrowing rates	2.48		%	2.37		%	2.73		%	2.37		%


(1)	The Company assumed the Commercial Paper Program as a result of the DPS Merger on July 9, 2018. As a result the first nine months of weighted average commercial paper borrowings and weighted average borrowing rates are weighted from the assumption of the Commercial Paper Program through the end of the prior year period.

Letter of Credit Facility

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

8. Derivatives

KDP is exposed to market risks arising from adverse changes in interest rates, commodity prices, and foreign exchange ("FX") rates.

KDP manages these risks through a variety of strategies, including the use of interest rate contracts, FX forward contracts, commodity forward, future, swap and option contracts and supplier pricing agreements. KDP does not designate these contracts as hedges for accounting purposes, and KDP does not hold or issue derivative financial instruments for trading or speculative purposes.

INTEREST RATES

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

FOREIGN EXCHANGE

The Company's Canadian and Mexican businesses purchase certain inventory through transactions denominated and settled in U.S. dollars, a currency different from the functional currency of those businesses. The Company additionally has a subsidiary in Canada with intercompany notes denominated and settled in U.S. dollars, a currency different from the functional currency of the Canadian business. These inventory purchases and intercompany notes are subject to exposure from movements in exchange rates. During the third quarter and first nine months of 2019 and 2018, the Company held FX forward contracts to economically manage the exposures resulting from changes in these foreign currency exchange rates. The intent of these FX contracts is to provide predictability in the Company's overall cost structure. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same caption of the unaudited Condensed Consolidated Statements of Income as the associated risk. These FX contracts have maturities ranging from less than 1 month to approximately 5 years as of September 30, 2019.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

COMMODITIES

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 quarter and first nine months of 2019 and 2018, the Company held forward, future, swap and option contracts that economically hedged certain of its risks. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same line item of the unaudited Condensed Consolidated Statements of Income as the hedged transaction. Unrealized gains and losses are recognized as a component of unallocated corporate costs until the Company's operating segments are affected by the completion of the underlying transaction, at which time the gain or loss is reflected as a component of the respective segment's income from operations. These commodity contracts have maturities ranging from less than 1 month to approximately 5 years as of September 30, 2019.

NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS

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



	September 30,		December 31,
(in millions)	2019		2018
Interest rate contracts
Receive-fixed, pay-variable interest rate swaps⁽¹⁾	$	50	$	1,070
Receive-variable, pay-fixed interest rate swaps⁽²⁾	575		2,125
FX contracts	467		348
Commodity contracts	272		296


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


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

FAIR VALUE OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS

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



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

Liabilities:
Interest rate contracts	2	Other current liabilities	$	—	$	7
Commodity contracts	2	Other current liabilities	33		27
Interest rate contracts	2	Other non-current liabilities	—		6
FX contracts	2	Other non-current liabilities	1		—
Commodity contracts	2	Other non-current liabilities	5		10

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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.

IMPACT OF ECONOMIC HEDGES

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	2019			2018			2019			2018
Interest rate contracts	Interest expense	$	—		$	3		$	4		$	(27	)
FX contracts	Cost of sales	(2		)	—			1			—
FX contracts	Other expense (income), net	10			5			16			(9		)
Commodity contracts	Cost of sales	17			31			29			35
Commodity contracts	SG&A expenses	3			(6		)	(9		)	(6		)
Total		$	28		$	33		$	41		$	(7	)

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.

9. Earnings Per Share

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

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



	Third Quarter				First Nine Months
(in millions, except per share data)	2019		2018		2019		2018
Basic EPS:
Net income attributable to KDP	$	304	$	149	$	848	$	320
Weighted average common shares outstanding	1,406.8		1,361.8		1,406.6		983.0
Earnings per common share — basic	$	0.22	$	0.11	$	0.60	$	0.33
Diluted EPS:
Net income attributable to KDP	$	304	$	149	$	848	$	320
Weighted average common shares outstanding	1,406.8		1,361.8		1,406.6		983.0
Effect of dilutive securities:
Stock options	0.5		0.9		0.6		0.6
RSUs	12.1		10.9		11.6		10.5
Weighted average common shares outstanding and common stock equivalents	1,419.4		1,373.6		1,418.8		994.1
Earnings per common share — diluted	$	0.21	$	0.11	$	0.60	$	0.32

Anti-dilutive shares excluded from the diluted weighted average shares outstanding calculation	—		0.8		0.2		0.3

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

10. Stock-Based Compensation

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



	Third Quarter						First Nine Months
(in millions)	2019			2018			2019			2018
Total stock-based compensation expense	$	13		$	8		$	47		$	26
Income tax benefit recognized in the Statements of Income	(3		)	(2		)	(10		)	(5		)
Stock-based compensation expense, net of tax	$	10		$	6		$	37		$	21

RESTRICTED STOCK UNITS

The table below summarizes RSU activity:



	RSUs		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2018	18,625,898		$	15.68	3.5	$	478
Granted	5,563,276		26.33
Vested and released	(21,338	)	17.69			1
Forfeited	(2,535,933	)	19.05
Outstanding as of September 30, 2019	21,631,903		$	18.02	2.8	$	591

As of September 30, 2019, there was $267 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of 3.8 years.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

11. Accumulated Other Comprehensive Income (Loss)

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



(in millions)	Foreign Currency Translation Adjustments			Pension and PRMB Liabilities			Accumulated Other Comprehensive Income (Loss)
Balance as of July 1, 2019	$	55		$	(4	)	$	51
Other comprehensive income (loss)	(82		)	5			(77		)
Amounts reclassified from accumulated other comprehensive income⁽¹⁾	—			(1		)	(1		)
Net current period other comprehensive income (loss)	(82		)	4			(78		)
Balance as of September 30, 2019	$	(27	)	$	—		$	(27	)

Balance as of January 1, 2019	$	(126	)	$	(4	)	$	(130	)
Other comprehensive income	99			5			104
Amounts reclassified from accumulated other comprehensive income⁽¹⁾	—			(1		)	(1		)
Net current period other comprehensive income	99			4			103
Balance as of September 30, 2019	$	(27	)	$	—		$	(27	)

Balance as of July 1, 2018	$	59		$	—		$	59
Other comprehensive income	78			—			78
Balance as of September 30, 2018	$	137		$	—		$	137

Balance as of January 1, 2018	$	99		$	—		$	99
Other comprehensive income	38			—			38
Balance as of September 30, 2018	$	137		$	—		$	137


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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

12. Other Financial Information

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



	September 30,		December 31,
(in millions)	2019		2018
Inventories:
Raw materials	$	213	$	204
Work in process	7		7
Finished goods	531		415
Total inventories	$	751	$	626
Prepaid expenses and other current assets:
Other receivables	$	54	$	51
Customer incentive programs	52		12
Derivative instruments	11		9
Prepaid marketing	39		29
Spare parts	47		43
Assets held for sale⁽¹⁾	60		8
Income tax receivable	5		22
Other	58		80
Total prepaid expenses and other current assets	$	326	$	254
Other non-current assets:
Customer incentive programs	$	32	$	34
Marketable securities - trading⁽²⁾	38		44
Operating lease right-of-use assets⁽³⁾	346		—
Derivative instruments	23		95
Equity securities without readily determinable fair values	1		1
Non-current restricted cash and restricted cash equivalents	10		10
Related party notes receivable⁽⁴⁾	39		17
Other	72		58
Total other non-current assets	$	561	$	259


(1)	Assets held for sale as of September 30, 2019 and December 31, 2018 were comprised of property, plant and equipment expected to be sold within the next twelve months.


(2)	Fair values of marketable securities are determined using quoted market prices from daily exchange traded markets, based on the closing price as of the balance sheet date, and are classified as Level 1. The fair value of marketable securities was $38 million and $44 million as of September 30, 2019 and December 31, 2018, respectively.


(3)	Refer to Notes 1 and 3 for additional information.


(4)	Refer to Note 15 for additional information.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	September 30,		December 31,
(in millions)	2019		2018
Accrued expenses:
Customer rebates & incentives	$	360	$	342
Accrued compensation	176		214
Insurance reserve	39		37
Accrued interest	170		77
Accrued professional fees	34		113
Other accrued expenses	287		229
Total accrued expenses	$	1,066	$	1,012
Other current liabilities:
Dividends payable	$	210	$	209
Income taxes payable	27		60
Operating lease liability⁽¹⁾	60		—
Finance lease liability⁽²⁾	39		26
Derivative instruments	33		34
Holdback liabilities	29		44
Other	11		33
Total other current liabilities	$	409	$	406
Other non-current liabilities:
Pension and post-retirement liability	$	24	$	30
Insurance reserves	66		57
Operating lease liability⁽¹⁾	283		—
Finance lease liability⁽²⁾	259		305
Derivative instruments	6		16
Deferred compensation liability	38		44
Other	91		107
Total other non-current liabilities	$	767	$	559


(1)	Refer to Notes 1 and 3 for additional information.


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

ACCOUNTS PAYABLE

KDP entered into an agreement with a third party administrator to allow participating suppliers to track payments from KDP, and if voluntarily elected by the supplier, sell payment obligations from KDP to financial institutions. Suppliers can sell one or more of KDP's payment obligations at their sole discretion and the rights and obligations of KDP to its suppliers are not impacted. KDP has no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. KDP's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted. As of September 30, 2019 and December 31, 2018, $1,912 million and $1,438 million, respectively, of KDP's outstanding payment obligations were voluntarily elected by the supplier and sold to financial institutions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

13. Supplemental Cash Flow Information

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



	Fair Value Hierarchy Level	September 30, 2019				December 31, 2018
(in millions)	Fair Value Hierarchy Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Cash and cash equivalents	1	$	74	$	74	$	83	$	83
Restricted cash and restricted cash equivalents⁽¹⁾	1	28		28		46		46
Non-current restricted cash and restricted cash equivalents included in Other non-current assets	1	10		10		10		10
Total cash, cash equivalents, restricted cash and restricted cash equivalents shown in the unaudited Condensed Consolidated Statement of Cash Flows		$	112	$	112	$	139	$	139


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

The following table provides supplemental cash flow disclosures:



	First Nine Months
(in millions)	2019			2018
Supplemental cash flow disclosures of non-cash investing activities:
Measurement period adjustment of Core purchase price	$	(11	)	$	—
Capital expenditures included in accounts payable and accrued expenses	236			80
Fair value of replacement equity awards not converted to cash	—			(3,643		)
Purchases of intangibles	2			—
Supplemental cash flow disclosures of non-cash financing activities:
Dividends declared but not yet paid	210			208
Capitalization of related party debt into additional paid-in-capital	—			(1,815		)
Finance lease additions	49			24
Supplemental cash flow disclosures:
Cash paid for interest	273			96
Cash paid for related party interest	—			51
Cash paid for income taxes	313			195

14. Commitments and Contingencies

LEGAL MATTERS

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

Proposition 65 Litigation

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

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

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

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

15. Related Parties

IDENTIFICATION OF RELATED PARTIES

The Company is indirectly controlled by a single stockholder, JAB Holding Company S.a.r.l ("JAB"), a privately held investor group. JAB has ownership control over certain investments that create the following related party transaction types:

•

Coffee Transactions include transactions with Peet's Coffee ("Peet's"), Caribou Coffee ("Caribou"), Panera Bread ("Panera"), Einstein Bros Bagels ("Einstein Bros") and Krispy Kreme Doughnuts ("Krispy Kreme"). The Company manufactures portion packs containing a selection of coffee and tea varieties under Peet’s brands for sale in the U.S. and Canada. As part of this agreement, Peet’s issues purchase orders to the Company for portion packs to be supplied to Peet’s and sold in select channels. In turn, the Company places purchase orders for Peet’s raw materials to manufacture portion packs for sale by the Company in select channels. The Company licenses the Caribou and Krispy Kreme trademarks for use in the Keurig system in the Company owned channels.


•	Restaurant Transactions include transactions with Panera, Peet's, Caribou, Einstein Bros and Krispy Kreme. The Company sells various beverage concentrates and packaged beverages to these companies.

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

LINE OF CREDIT WITH BEDFORD

The Company and ABI executed a line of credit agreement with Bedford on March 3, 2017, in conjunction with the creation of the joint venture ("Bedford Credit Agreement"), which was amended on December 7, 2018 to increase the line of credit (the credit agreement, as amended, the "Bedford Credit Agreement"). Under the Bedford Credit Agreement, the Company has committed to provide up to $51 million capacity with a fixed interest rate of 8.1% per annum. The Bedford Credit Agreement matures on March 3, 2024. The Company has outstanding receivable balances on the Bedford Credit Agreement of $39 million and $17 million as of September 30, 2019 and December 31, 2018, respectively.

LIABILITY TO MONDELĒZ

Prior to the DPS Merger, DPS had a Tax Sharing and Indemnification Agreement with Mondelēz International, Inc. ("Mondelēz"). The final payment under the agreement of $16 million was made during the third quarter of 2019, with no remaining liability outstanding as of September 30, 2019.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

16. Segments

As of September 30, 2019 and December 31, 2018 and for the third quarter and first nine months of 2019 and 2018, 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, pods and brewers.


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


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


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

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

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



	Third Quarter				First Nine Months
(in millions)	2019		2018		2019		2018
Segment Results – Net sales
Coffee Systems	$	1,065	$	1,053	$	3,023	$	2,950
Packaged Beverages	1,307		1,238		3,734		1,238
Beverage Concentrates	360		317		1,034		317
Latin America Beverages	138		124		395		124
Net sales	$	2,870	$	2,732	$	8,186	$	4,629



	Third Quarter				First Nine Months
(in millions)	2019		2018		2019		2018
Segment Results – Income from operations
Coffee Systems	$	310	$	334	$	890	$	865
Packaged Beverages	196		61		531		61
Beverage Concentrates	245		193		690		193
Latin America Beverages	25		15		62		15
Total income from operations - segments	776		603		2,173		1,134
Unallocated corporate costs	196		258		508		444
Income from operations	$	580	$	345	$	1,665	$	690

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

17. Revenue Recognition

The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Branded product sales, which include CSDs, NCBs, 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.

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



(in millions)	Coffee Systems		Packaged Beverages		Beverage Concentrates		Latin America Beverages		Total
For the third quarter of 2019:
CSD⁽¹⁾	$	—	$	577	$	352	$	100	$	1,029
NCB⁽¹⁾	—		626		4		37		667
Pods⁽²⁾	824		—		—		—		824
Appliances	187		—		—		—		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⁾	$	—	$	1,640	$	1,012	$	282	$	2,934
NCB⁽¹⁾	—		1,789		9		111		1,909
Pods⁽²⁾	2,400		—		—		—		2,400
Appliances	464		—		—		—		464
Other	159		305		13		2		479
Net sales	$	3,023	$	3,734	$	1,034	$	395	$	8,186

For the third quarter of 2018:
CSD⁽¹⁾	$	—	$	505	$	311	$	88	$	904
NCB⁽¹⁾	—		649		2		35		686
Pods⁽²⁾	831		—		—		—		831
Appliances	171		—		—		—		171
Other	51		84		4		1		140
Net sales	$	1,053	$	1,238	$	317	$	124	$	2,732

For the first nine months of 2018:
CSD⁽¹⁾	$	—	$	505	$	311	$	88	$	904
NCB⁽¹⁾	—		649		2		35		686
Pods⁽²⁾	2,387		—		—		—		2,387
Appliances	403		—		—		—		403
Other	160		84		4		1		249
Net sales	$	2,950	$	1,238	$	317	$	124	$	4,629

(1) Represents net sales of owned and Allied Brands within our portfolio.


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

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

18. Guarantor and Non-Guarantor Financial Information

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

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

REVISION OF THE GUARANTOR AND NON-GUARANTOR STATEMENT OF CASH FLOWS

Subsequent to the filing of the third quarter September 30, 2018 Form 10-Q, management discovered a mechanical error in the Condensed Consolidated Statement of Cash Flows for the first nine months of 2018 related to the presentation of the DPS Merger in the guarantor and non-guarantor financial information. The previously reported amounts have been revised to reflect the correct balance. Our presentation of the twelve months of 2018 in our Annual Report on Form 10-K reflected the revised statement. Through quantitative and qualitative assessment, the Company concluded that the effect of this correction was not material to the consolidated financial statements.

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KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

The following table represents the effects of the revision within the Condensed Consolidated Statement of Cash Flows for the first nine months of 2018:



	For the First Nine Months of 2018
(in millions)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Operating Activities
Net cash provided by operating activities
Previously reported	$	(29,645	)	$	25,450		$	5,160		$	98		$	1,063
Adjustment	29,818			(25,075		)	(4,610		)	(133		)	—
Revised	$	173		$	375		$	550		$	(35	)	$	1,063
Investing Activities
Acquisitions of businesses
Previously reported	$	10,642		$	(25,208	)	$	(21,674	)	$	17,116		$	(19,124	)
Adjustment	(29,766		)	25,208			21,674			(17,116		)	—
Revised	$	(19,124	)	$	—		$	—		$	—		$	(19,124	)
Net cash used in investing activities
Previously reported	$	8,037		$	(25,555	)	$	(21,770	)	$	20,218		$	(19,070	)
Adjustment	(29,766		)	25,208			21,674			(17,116		)	—
Revised	$	(21,729	)	$	(347	)	$	(96	)	$	3,102		$	(19,070	)
Financing Activities
Inter-company contributions
Previously reported	$	9,162		$	—		$	—		$	(9,162	)	$	—
Adjustment	8,000			—			(17,116		)	9,116			—
Revised	$	17,162		$	—		$	(17,116	)	$	(46	)	$	—
Proceeds from senior unsecured notes
Previously reported	$	8,000		$	—		$	8,000		$	(8,000	)	$	8,000
Adjustment	(8,000		)	—			—			8,000			—
Revised	$	—		$	—		$	8,000		$	—		$	8,000
Proceeds from structured payables
Previously reported	$	—		$	133		$	432		$	(133	)	$	432
Adjustment	—			(133		)	—			133			—
Revised	$	—		$	—		$	432		$	—		$	432
Net cash provided by (used in) financing activities
Previously reported	$	21,623		$	126		$	16,651		$	(20,316	)	$	18,084
Adjustment	—			(133		)	(17,116		)	17,249			—
Revised	$	21,623		$	(7	)	$	(465	)	$	(3,067	)	$	18,084
Effect of exchange rate changes on cash and cash equivalents
Previously reported	$	—		$	—		$	(50	)	$	—		$	(50	)
Adjustment	(52		)	—			52			—			—
Revised	$	(52	)	$	—		$	2		$	—		$	(50	)

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)

GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION



	Condensed Consolidating Statements of Income
	For the Third Quarter of 2019
(in millions)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	1,648		$	1,256		$	(34	)	$	2,870
Cost of sales	—			656			623			(34		)	1,245
Gross profit	—			992			633			—			1,625
Selling, general and administrative expenses	—			660			352			—			1,012
Other operating expense (income), net	—			4			29			—			33
Income from operations	—			328			252			—			580
Interest expense	289			98			18			(247		)	158
Interest expense - related party	—			—			—			—			—
Loss on early extinguishment of debt	—			—			—			—			—
Other expense (income), net	(99		)	(137		)	(2		)	247			9
Income before provision for income taxes	(190		)	367			236			—			413
Provision for income taxes	(53		)	93			69			—			109
Income before equity in earnings of consolidated subsidiaries	(137		)	274			167			—			304
Equity in earnings of consolidated subsidiaries	441			26			—			(467		)	—
Net income	304			300			167			(467		)	304
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—			—			—			—			—
Net income attributable to KDP	$	304		$	300		$	167		$	(467	)	$	304



	Condensed Consolidating Statements of Income
	For the Third Quarter of 2018
(in millions)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	1,540		$	1,225		$	(33	)	$	2,732
Cost of sales	—			774			626			(33		)	1,367
Gross profit	—			766			599			—			1,365
Selling, general and administrative expenses	1			590			437			—			1,028
Other operating expense, net	(6		)	—			(2		)	—			(8		)
Income from operations	5			176			164			—			345
Interest expense	220			31			31			(110		)	172
Interest expense - related party	—			—			—			—			—
Loss on early extinguishment of debt	—			—			11			—			11
Other expense (income), net	(46		)	(84		)	(13		)	110			(33		)
Income before provision for income taxes	(169		)	229			135			—			195
Provision for income taxes	(46		)	68			24			—			46
Income before equity in earnings of consolidated subsidiaries	(123		)	161			111			—			149
Equity in earnings of consolidated subsidiaries	271			16			—			(287		)	—
Net income	148			177			111			(287		)	149
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—			—			—			—			—
Net income attributable to KDP	$	148		$	177		$	111		$	(287	)	$	149

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	Condensed Consolidating Statements of Income
	For the First Nine Months of 2019
(in millions)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	4,718		$	3,601		$	(133	)	$	8,186
Cost of sales	—			1,888			1,782			(133		)	3,537
Gross profit	—			2,830			1,819			—			4,649
Selling, general and administrative expenses	5			1,890			1,056			—			2,951
Other operating expense (income), net	—			(6		)	39			—			33
Income from operations	(5		)	946			724			—			1,665
Interest expense	687			105			75			(370		)	497
Interest expense - related party	—			—			—			—			—
Loss on early extinguishment of debt	9			—			—			—			9
Other (income) expense, net	(350		)	10			(15		)	370			15
Income before provision for income taxes	(351		)	831			664			—			1,144
Provision for income taxes	(107		)	219			184			—			296
Income before equity in earnings of consolidated subsidiaries	(244		)	612			480			—			848
Equity in earnings of consolidated subsidiaries	1,092			40			—			(1,132		)	—
Net income	848			652			480			(1,132		)	848
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—			—			—			—			—
Net income attributable to KDP	$	848		$	652		$	480		$	(1,132	)	$	848



	Condensed Consolidating Statements of Income
	For the First Nine Months of 2018
(in millions)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Net sales	$	—		$	1,540		$	3,122		$	(33	)	$	4,629
Cost of sales	—			774			1,551			(33		)	2,292
Gross profit	—			766			1,571			—			2,337
Selling, general and administrative expenses	1			590			1,058			—			1,649
Other operating expense, net	(6		)	—			4			—			(2		)
Income from operations	5			176			509			—			690
Interest expense	220			31			80			(110		)	221
Interest expense - related party	—			—			51			—			51
Loss on early extinguishment of debt	—			—			13			—			13
Other (income) expense, net	(46		)	(84		)	(8		)	110			(28		)
Income before provision for income taxes	(169		)	229			373			—			433
Provision for income taxes	(46		)	68			88			—			110
Income before equity in earnings of consolidated subsidiaries	(123		)	161			285			—			323
Equity in earnings of consolidated subsidiaries	443			16			—			(459		)	—
Net income	320			177			285			(459		)	323
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—			—			3			—			3
Net income attributable to KDP	$	320		$	177		$	282		$	(459	)	$	320

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	Condensed Consolidating Statements of Comprehensive Income
	For the Third Quarter of 2019
(in millions)	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	226	$	232	$	85	$	(317	)	$	226



	Condensed Consolidating Statements of Comprehensive Income
	For the Third Quarter of 2018
(in millions)	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	227	$	239	$	188	$	(427	)	$	227



	Condensed Consolidating Statements of Comprehensive Income
	For the First Nine Months of 2019
(in millions)	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	951	$	729	$	580	$	(1,309	)	$	951



	Condensed Consolidating Statements of Comprehensive Income
	For the First Nine Months of 2018
(in millions)	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Comprehensive income	$	358	$	239	$	323	$	(559	)	$	361

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	Condensed Consolidating Balance Sheets
	As of September 30, 2019
(in millions)	Parent		Guarantors		Non-Guarantors		Eliminations			Total
Current assets:
Cash and cash equivalents	$	—	$	21	$	53	$	—		$	74
Restricted cash and restricted cash equivalents	25		—		3		—			28
Trade accounts receivable, net	—		594		496		—			1,090
Related party receivable	137		176		14		(327		)	—
Inventories	—		247		504		—			751
Prepaid expenses and other current assets	661		207		117		(659		)	326
Total current assets	823		1,245		1,187		(986		)	2,269
Property, plant and equipment, net	—		1,252		984		—			2,236
Investments in consolidated subsidiaries	41,372		4,888		—		(46,260		)	—
Investments in unconsolidated affiliates	—		68		96		—			164
Goodwill	—		8,239		11,873		—			20,112
Other intangible assets, net	—		16,855		7,176		—			24,031
Long-term receivable, related parties	5,160		9,068		—		(14,228		)	—
Other non-current assets	62		248		251		—			561
Deferred tax assets	—		—		27		—			27
Total assets	$	47,417	$	41,863	$	21,594	$	(61,474	)	$	49,400

Current liabilities:
Accounts payable	$	—	$	1,046	$	1,930	$	—		$	2,976
Accrued expenses	170		650		246		—			1,066
Structured payables	—		158		180		—			338
Related party payable	74		44		209		(327		)	—
Short-term borrowings and current portion of long-term obligations	1,761		—		—		—			1,761
Other current liabilities	235		611		222		(659		)	409
Total current liabilities	2,240		2,509		2,787		(986		)	6,550
Long-term obligations to third parties	13,147		—		—		—			13,147
Long-term obligations to related parties	9,037		3,471		1,720		(14,228		)	—
Deferred tax liabilities	41		4,118		1,863		—			6,022
Other non-current liabilities	38		502		227		—			767
Total liabilities	24,503		10,600		6,597		(15,214		)	26,486
Total stockholders' equity	22,914		31,263		14,997		(46,260		)	22,914
Total liabilities and stockholders' equity	$	47,417	$	41,863	$	21,594	$	(61,474	)	$	49,400

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



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

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

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	Condensed Consolidating Statements of Cash Flows
	For the First Nine Months of 2019
(in millions)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Operating activities:
Net cash (used in) provided by operating activities	$	(298	)	$	1,183		$	957		$	(39	)	$	1,803
Investing activities:
Acquisitions of businesses	—			(3		)	(5		)	—			(8		)
Collections on (issuances of) related party notes receivable	471			(1,233		)	(22		)	762			(22		)
Investments in unconsolidated affiliates	—			(16		)	—			—			(16		)
Purchases of property, plant and equipment	—			(76		)	(132		)	—			(208		)
Proceeds from sales of property, plant and equipment	—			10			9			—			19
Purchases of intangibles	—			(4		)	—			—			(4		)
Return of capital from investments in consolidated subsidiaries	—			44			—			(44		)	—
Other, net	12			—			11			—			23
Net cash provided by (used in) investing activities	483			(1,278		)	(139		)	718			(216		)
Financing activities:
Proceeds from (payments of) related party notes	1,211			—			(449		)	(762		)	—
Proceeds from term loan	2,000			—			—			—			2,000
Net issuance of commercial paper	335			—			—			—			335
Proceeds from structured payables	—			113			133			—			246
Payments on structured payables	—			—			(432		)	—			(432		)
Payments on senior unsecured notes	(250		)	—			—			—			(250		)
Repayment of term loan	(2,873		)	—			—			—			(2,873		)
Payments on finance leases	—			(16		)	(13		)	—			(29		)
Cash dividends paid	(633		)	—			(83		)	83			(633		)
Other, net	8			(2		)	4			—			10
Net cash used in financing activities	(202		)	95			(840		)	(679		)	(1,626		)
Cash and cash equivalents — net change from:
Operating, investing and financing activities	(17		)	—			(22		)	—			(39		)
Effect of exchange rate changes on cash and cash equivalents	—			—			12			—			12
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	42			31			66			—			139
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	25		$	31		$	56		$	—		$	112

Table of Contents

KEURIG DR PEPPER INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, Continued)



	Condensed Consolidating Statements of Cash Flows
	For the First Nine Months of 2018
	(Revised)
(in millions)	Parent			Guarantors			Non-Guarantors			Eliminations			Total
Operating activities:
Net cash provided by operating activities	$	173		$	375		$	550		$	(35	)	1,063
Investing activities:
Acquisitions of businesses	(19,124		)	—			—			—			(19,124		)
Cash acquired in acquisitions	—			116			34			—			150
Issuance of related party note receivable	(2,606		)	(461		)	(6		)	3,067			(6		)
Investments in unconsolidated affiliates	—			(1		)	(22		)	—			(23		)
Proceeds from capital distributions from investments in unconsolidated and consolidated affiliates	—			36			(35		)	35			36
Purchases of property, plant and equipment	—			(37		)	(67		)	—			(104		)
Proceeds from sales of property, plant and equipment	1			—			—			—			1
Net cash used in investing activities	(21,729		)	(347		)	(96		)	3,102			(19,070		)
Financing activities:
Proceeds from (payments of) related party notes	461			—			2,606			(3,067		)	—
Proceeds from issuance of common stock private placement	—			—			9,000			—			9,000
Inter-company contributions	17,162			—			(17,116		)	(46		)	—
Proceeds from unsecured credit facility	1,900			—			—			—			1,900
Proceeds from senior unsecured notes	—			—			8,000			—			8,000
Proceeds from term loan	2,700			—			—			—			2,700
Net issuance of commercial paper	1,386			—			—			—			1,386
Proceeds from structured payables	—			—			432			—			432
Repayment of unsecured credit facility	(1,900		)	—			—			—			(1,900		)
Repayment of term loan	(34		)	—			(3,329		)	—			(3,363		)
Payments on finance leases	—			(6		)	(14		)	—			(20		)
Deferred financing charges paid	(55		)	—			(40		)	46			(49		)
Cash contributions from redeemable non-controlling interest shareholders	—			—			19			—			19
Cash dividends paid	—			—			(23		)	—			(23		)
Other, net	3			(1		)	—			—			2
Net cash provided by (used in) financing activities	21,623			(7		)	(465		)	(3,067		)	18,084
Cash and cash equivalents — net change from:
Operating, investing and financing activities	67			21			(11		)	—			77
Effect of exchange rate changes on cash and cash equivalents	(52		)	—			2			—			(50		)
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period	—			—			95			—			95
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	15		$	21		$	86		$	—		$	122

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

The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto in our Form 10-K, as filed on February 28, 2019.

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

DR PEPPER SNAPPLE GROUP, INC. MERGER

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

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

OVERVIEW

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

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

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

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COFFEE SYSTEMS

Our Coffee Systems segment is primarily a producer of innovative single-serve brewing systems and specialty coffee in the U.S. and Canada. The multi-brand brewing system is 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 and, in addition to coffee, produce and sell a variety of other specialty beverages in K-Cup pods (including hot and iced teas, hot cocoa and other beverages) for use with Keurig brewing systems. We also develop and sell brewer accessories, including pod storage racks, baskets, brewer carrying cases and other coffee-related equipment and accessories. We also offer traditional whole bean and ground coffee in other package types, including bags, fractional packages and cans.

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

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

PACKAGED BEVERAGES

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

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

Approximately 90% of our 2018 Packaged Beverages net sales came from the manufacturing and distribution of our own brands and the manufacturing of certain private label beverages. The remaining portion of our 2018 Packaged Beverages net sales came from the distribution of our partner brands such as Vita Coco coconut water, Neuro drinks, High Brew, evian, Peet's Coffee and Forto Coffee shots. Although the majority of our Packaged Beverages net sales relate to our brands, we also provide a route-to-market for these third party brand owners seeking effective distribution for their new and emerging brands. These brands give us exposure in certain markets to fast growing segments of the beverage industry with minimal capital investment.

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.

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, Sunkist soda, 7UP, A&W, Sun Drop, Squirt, RC Cola and the concentrate form of Hawaiian Punch. Almost all of our beverage concentrates are manufactured at our plant in St. Louis, Missouri.

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

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

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LATIN AMERICA BEVERAGES

Our Latin America Beverages segment is a brand ownership, manufacturing and distribution business, with operations in Mexico representing approximately 90% of segment net sales in 2018. This segment participates mainly in the carbonated mineral water, flavored CSD, bottled water and vegetable juice categories, with particular strength in carbonated mineral water, vegetable juice categories and grapefruit flavored CSDs. The largest brands include Peñafiel, Squirt, Aguafiel, Clamato and Crush.

In Mexico, we manufacture and distribute our products through our bottling operations and third party bottlers and distributors. We sell our finished beverages through all major Mexican retail channels, including 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, pods or brewers.

Beverage Concentrates Sales Volume

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

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

Packaged Beverages and Latin America Beverages Sales Volume

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

Appliance and Pod Sales Volume

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

COMPARABLE RESULTS OF OPERATIONS

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

Furthermore, management believes that there are certain non-GAAP financial measures that allow management to evaluate our results, trends and ongoing performance on a comparable basis. In order to derive the adjusted financial information, we adjust certain financial statement captions and metrics prepared under U.S. GAAP for 2019 and on a pro forma basis for 2018 for certain items affecting comparability. See Non-GAAP Financial Measures for further information on the certain items affecting comparability used in the preparation of the financial information. These items are referred to within the Adjusted Results of Operations section, within Management's Discussion and Analysis discussion, as Adjusted net sales, Adjusted pro forma net sales, Adjusted income from operations, Adjusted pro forma income from operations, Adjusted interest expense, Adjusted pro forma interest expense, Adjusted provision for income taxes, Adjusted pro forma provision for income taxes, Adjusted net income, Adjusted pro forma net income, Adjusted diluted EPS and Adjusted pro forma diluted EPS.

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EXECUTIVE SUMMARY

Financial Overview

•The following table details our net income, diluted EPS, Adjusted net income and Adjusted diluted EPS for the third quarter of 2019 and 2018:



	Third Quarter				Dollar		Percent
(in millions, except per share data)	2019		2018		Change		Change
Net income attributable to KDP	$	304	$	149	$	155	104.0	%
Diluted EPS	0.21		0.11		0.10		90.9
Adjusted net income⁽¹⁾	451		417		34		8.2
Adjusted diluted EPS⁽¹⁾	0.32		0.30		0.02		6.7


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

Net income attributable to KDP increased $155 million to $304 million for the third quarter of 2019 compared to the prior year primarily driven by the favorable comparison to the $132 million impact of the inventory step-up associated with the DPS Merger and the transaction costs recorded in the third quarter of 2018 for the DPS Merger. Diluted EPS increased 90.9% to $0.21 per diluted share as compared to $0.11 in the prior year.

Adjusted net income increased 8.2% to $451 million for the third quarter of 2019 as compared to Adjusted pro forma net income of $417 million in the prior period. This performance was driven by growth in Adjusted income from operations, primarily attributable to productivity and merger synergies, as well as lower Adjusted interest expense, primarily due to lower indebtedness, and lower other expense (income) due to gains on a cash distribution from BA and on the Big Red Merger in the prior year period. Adjusted diluted EPS increased 6.7% to $0.32 per diluted share as compared to Adjusted pro forma diluted EPS of $0.30 per diluted share in the prior year.


•	During the first nine months of 2019, we made net repayments of approximately $788 million related to our 2019 Notes, our term loans and Commercial Paper.


•	During the first nine months of 2019, we made repayments of approximately $432 million of structured payables.

Recent Developments


•	Our Board of Directors declared a quarterly dividend of $0.15 per share on September 16, 2019, which was paid on October 18, 2019 to shareholders of record on October 4, 2019.

•

On September 26, 2019, the Company, together with McDonald's USA, announced a long-term master licensing and distribution agreement for McCafé packaged coffee in the U.S. Under the agreement, the Company will continue to be the exclusive manufacturer of McCafé K-Cup pods in the U.S. and will also take on responsibility for coffee sourcing, distribution, and marketing of the McCafé brand in K-Cup pods and bagged and canned coffee formats, beginning in the second half of 2020.

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" and basis point changes are denoted as "bps".

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Third Quarter of 2019 Compared to Third Quarter of 2018

Consolidated Operations

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



	Third Quarter
	2019					2018					Dollar			Percentage
($ in millions, except per share amounts)	Dollars			Percent		Dollars			Percent		Change			Change
Net sales	$	2,870		100.0	%	$	2,732		100.0	%	$	138		5	%
Cost of sales	1,245			43.4		1,367			50.0		(122		)	(9	)
Gross profit	1,625			56.6		1,365			50.0		260			19
Selling, general and administrative expenses	1,012			35.3		1,028			37.6		(16		)	(2	)
Other operating expense (income), net	33			1.1		(8		)	(0.2	)	41			NM
Income from operations	580			20.2		345			12.6		235			68
Interest expense	158			5.5		172			6.3		(14		)	(8	)
Loss on early extinguishment of debt	—			—		11			0.4		(11		)	NM
Other expense (income), net	9			0.3		(33		)	(1.2	)	42			NM
Income before provision for income taxes	413			14.4		195			7.1		218			112
Provision for income taxes	109			3.8		46			1.6		63			137
Net income	$	304		10.6	%	$	149		5.5	%	$	155		104	%

Earnings per common share:
Basic	$	0.22				$	0.11				$	0.11		100.0	%
Diluted	0.21					0.11					0.10			90.9
Weighted average common shares outstanding:
Basic	1,406.8					1,361.8
Diluted	1,419.4					1,373.6

Effective tax rate	26.4		%			23.6		%

Net Sales. Net sales increased $138 million for the third quarter of 2019 compared with the third quarter of 2018. The primary driver of the increase in net sales was the impact of an additional eight days of operations in the current period given the timing of the DPS Merger in the prior period.

Gross Profit. Gross profit increased $260 million for the third quarter of 2019 compared with the third quarter of 2018. Gross margin of 56.6% for the third quarter of 2019 was significantly improved compared to the 50.0% gross margin for the third quarter of 2018. The primary drivers of the change in gross profit were driven by the favorable comparison to the $131 million impact of the inventory step-up associated with the DPS Merger in the third quarter of 2018, strong productivity and synergies and the impact of an additional eight days of DPS operations in the current period.

Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses decreased $16 million for the third quarter of 2019 compared with the third quarter of 2018. The primary drivers of the decrease in SG&A expenses were the favorable comparison to the transaction costs recorded in the prior year for the DPS Merger, partially offset by the incremental impact of an additional eight days of DPS operations in the current period.

Other Operating Expense (Income), Net. Other operating expense (income), net had an unfavorable change of $41 million for the third quarter of 2019 compared with the third quarter of 2018, as a result of integration expenses, which were driven by unfavorable fair value adjustments on real estate assets held for sale.

Income from Operations. Income from operations increased $235 million to $580 million for the third quarter of 2019 due to the increase in gross profit and decrease in SG&A expenses, partially offset by the unfavorable change in other operating expense (income), net. Operating margin was 20.2% for the third quarter of 2019 compared with 12.6% for the third quarter of 2018.

Interest Expense. Interest expense decreased $14 million for the third quarter of 2019 compared with the third quarter of 2018 which was the result of the benefit of lower indebtedness due to continued deleveraging.

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Other Non-operating Expense (Income), Net. Other non-operating expense had an unfavorable change of $42 million for the third quarter of 2019 compared with the third quarter of 2018, primarily driven by the unfavorable comparison to the gain on a cash distribution from BODYARMOR in the third quarter of 2018.

Effective Tax Rate. The effective tax rates for the third quarter of 2019 and 2018 were 26.4% and 23.6%, respectively. For the third quarter of 2019, the provision for income taxes was higher than the third quarter of 2018 primarily due to the benefit received from the revaluation of the Company’s deferred tax liabilities for an updated deferred state tax rate in the third quarter of 2018, partially offset by increasing the valuation allowance on the realizability of foreign tax credit carryforwards in the third quarter of 2018.

Adjusted Results of Operations

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



	Third Quarter						Dollar			Percent
(in millions, except per share amounts)	2019			2018			Change			Change
Adjusted net sales⁽¹⁾	$	2,870		$	2,856		$	14		0.5	%
Adjusted income from operations⁽¹⁾	754			698			56			8.0
Adjusted interest expense⁽¹⁾	145			162			(17		)	(10.5	)
Adjusted provision for income taxes⁽¹⁾	149			155			(6		)	(3.9	)
Adjusted net income⁽¹⁾	451			417			34			8.2
Adjusted diluted EPS⁽¹⁾	0.32			0.30			0.02			6.7

Adjusted diluted weighted average shares⁽¹⁾	1,419.4			1,400.7
Adjusted operating margin⁽¹⁾	26.3		%	24.4		%				190 bps
Adjusted effective tax rate⁽¹⁾	24.8		%	27.1		%				(230 bps)


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

Adjusted Net Sales. Adjusted net sales increased $14 million, or 0.5%, to $2,870 million for the third quarter of 2019 as compared to Adjusted pro forma net sales of $2,856 million for the third quarter of 2018. This performance reflected strong underlying net sales growth of 3.1%, driven by higher volume/mix of 1.5% and net price realization of 1.6%, as well as a 0.3% benefit from one more shipping day this year in the third quarter. Partially offsetting these positive drivers was the expected unfavorable impacts of 2.7% related to changes in our Allied Brands portfolio. Unfavorable foreign currency translation also impacted the period by 0.2%.

Adjusted Income from Operations. Adjusted income from operations increased $56 million, or 8.0%, to $754 million for the third quarter of 2019 as compared to Adjusted pro forma income from operations of $698 million in the third quarter of 2018. Driving the performance in the quarter were strong productivity and merger synergies, both of which benefitted SG&A and cost of sales, and growth in underlying net sales, partially offset by inflation in input costs, led by packaging, as well as logistics, and the unfavorable comparison to a $6 million gain in connection with the acquisition of Big Red in the third quarter of 2018. Adjusted operating margin grew 190 bps to 26.3% in the third quarter of 2019.

Adjusted Interest Expense. Adjusted interest expense decreased $17 million, or 10.5%, to $145 million for the third quarter of 2019 compared to Adjusted pro forma interest expense of $162 million in the prior year. This change was primarily the result of the benefit of lower indebtedness due to continued deleveraging.

Adjusted Effective Tax Rate. The Adjusted effective tax rate decreased 230 bps to 24.8% for the third quarter of 2019, compared to Adjusted pro forma effective tax rate of 27.1% in the prior year. This decrease in our Adjusted effective tax rate was primarily due to a reduction in the U.S. federal tax rate from 24.5% to 21.0%, partially offset by the loss of tax benefits associated with the U.S. domestic manufacturing deduction in 2019.

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Results of Operations by Segment

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



	Third Quarter
(in millions)	2019		2018
Segment Results — Net sales
Coffee Systems	$	1,065	$	1,053
Packaged Beverages	1,307		1,238
Beverage Concentrates	360		317
Latin America Beverages	138		124
Net sales	$	2,870	$	2,732

	Third Quarter
(in millions)	2019		2018
Segment Results — Income from Operations
Coffee Systems	$	310	$	334
Packaged Beverages	196		61
Beverage Concentrates	245		193
Latin America Beverages	25		15
Total income from operations	776		603
Unallocated corporate costs	196		258
Income from operations	$	580	$	345

COFFEE SYSTEMS

The following table details our Coffee Systems segment's net sales, income from operations, operating margin, Adjusted income from operations and Adjusted operating margin for the third quarter of 2019 and 2018:



	Third Quarter						Dollar			Percent
(in millions)	2019			2018			Change			Change
Net sales	$	1,065		$	1,053		$	12		1.1	%
Income from operations	310			334			(24		)	(7.2	)
Operating margin	29.1		%	31.7		%				(260 bps)
Adjusted income from operations⁽¹⁾	$	367		$	380		(13		)	(3.4	)
Adjusted operating margin⁽¹⁾	34.5		%	36.1		%				(160 bps)


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

Sales Volume. The volume/mix growth for the Coffee Systems segment was driven by a 6.1% increase in K-Cup pod volume and an 8.0% increase in brewer volume in the third quarter of 2019.

Net Sales. Net sales increased 1.1% to $1,065 million for the third quarter of 2019 compared to net sales of $1,053 million in the third quarter of 2018 due to volume/mix growth of 3.1%, which was driven by sales volume growth partially offset by unfavorable pod sales mix. This growth was partially offset by lower net price realization of 1.9%. Unfavorable foreign currency translation also impacted the period by 0.1%.

Income from Operations. Income from operations decreased $24 million, or 7.2%, to $310 million for the third quarter of 2019, compared with the third quarter of 2018, driven by unfavorable pod mix, lower net price realization, expenses associated with productivity projects, inflation in input costs, led by packaging, as well as logistics, and higher brewer investments, which were partially offset by strong pod volume growth and productivity. Operating margin declined 260 bps to 29.1% for the third quarter of 2019.

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Adjusted Income from Operations. Adjusted income from operations decreased $13 million, or 3.4%, to $367 million for the third quarter of 2019, compared with Adjusted pro forma income from operations of $380 million for the third quarter of 2018, driven by unfavorable pod mix, lower net price realization, inflation in input costs, led by packaging, as well as logistics, and higher brewer investments, which were partially offset by strong pod volume growth and productivity. Adjusted operating margin was lower by 160 bps to 34.5%.

PACKAGED BEVERAGES

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



	Third Quarter						Dollar			Percent
(in millions)	2019			2018			Change			Change
Net sales	$	1,307		$	1,238		$	69		5.6	%
Income from operations	196			61			135			NM
Operating margin	15.0		%	4.9		%				NM
Adjusted net sales⁽¹⁾	$	1,307		$	1,336		(29		)	(2.2	)
Adjusted income from operations⁽¹⁾	201			164			37			22.6
Adjusted operating margin⁽¹⁾	15.4		%	12.3		%				310 bps


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

Sales Volume. Sales volume for the third quarter of 2019 increased approximately 5.4%, driven by the impact of an additional eight days of DPS operations in the current period, growth of Core Hydration and higher volume from contract manufacturing, partially offset by the net unfavorable impact of changes in our Allied Brands portfolio and lower CSD volume.

Adjusted Sales Volume. Adjusted sales volume for the third quarter of 2019 declined 2.2% due to the net unfavorable impact of changes in our Allied Brands portfolio and lower CSD volume, partially offset by growth of Core Hydration and higher volume from contract manufacturing.

Net Sales. Net sales increased 5.6% to $1,307 million for the third quarter of 2019, compared with net sales of $1,238 million in the third quarter of 2018, reflecting the impact of an additional eight days of DPS operations in the current period partially offset by the expected unfavorable impact from changes in the Allied Brands portfolio.

Adjusted Net Sales. Adjusted net sales decreased 2.2% to $1,307 million for the third quarter of 2019, compared with Adjusted pro forma net sales of $1,336 million in the third quarter of 2018, reflecting underlying net sales growth of 3.1%, driven by higher net price realization of 2.7% and favorable volume/mix of 0.4%, as well as a 0.6% benefit from one more shipping day this year in the third quarter. More than offsetting these growth drivers was the expected unfavorable impact of 5.8% from changes in the Allied Brands portfolio and unfavorable foreign currency translation of 0.1%.

Income from Operations. Income from operations was $196 million for the third quarter of 2019, compared with $61 million for the third quarter of 2018, driven by the favorable comparison to the $105 million impact of the inventory step-up associated with the DPS Merger in the third quarter of 2018 and the impact of an additional eight days of DPS operations in the current period.

Adjusted Income from Operations. Adjusted income from operations increased $37 million, or 22.6%, to $201 million for the third quarter of 2019, compared with Adjusted pro forma income from operations of $164 million for the third quarter of 2018, largely reflecting strong productivity and merger synergies, growth in underlying net sales and timing of marketing investments. These drivers were partially offset by inflation, primarily in packaging, ingredients, and logistics. Adjusted operating margin grew 310 bps versus the year ago period to 15.4%.

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BEVERAGE CONCENTRATES

The following table details our Beverage Concentrates segment's net sales, income from operations, operating margin, Adjusted net sales, Adjusted income from operations and Adjusted operating margin for the third quarter of 2019 and 2018:



	Third Quarter						Dollar		Percent
(in millions)	2019			2018			Change		Change
Net sales	$	360		$	317		$	43	13.6	%
Income from operations	245			193			52		26.9
Operating margin	68.1		%	60.9		%			NM
Adjusted net sales⁽¹⁾	$	360		$	331		29		8.8
Adjusted income from operations⁽¹⁾	244			204			40		19.6
Adjusted operating margin⁽¹⁾	67.8		%	61.6		%			620 bps


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

Sales volume. Sales volume for the third quarter of 2019 increased approximately 7.5%, primarily driven by the impact of an additional eight days of DPS operations in the current period.

Adjusted sales volume. Adjusted sales volume for the third quarter of 2019 increased 1.6% driven by the performance of Dr Pepper, Canada Dry, Big Red and Sunkist soda.

Net Sales. Net sales increased 13.6% to $360 million for the third quarter of 2019 compared to $317 million for the third quarter of 2018, which reflects the impact of an additional eight days of DPS operations in the current period and higher net price realization.

Adjusted Net Sales. Adjusted net sales increased 8.8% to $360 million for the third quarter of 2019, compared with Adjusted pro forma net sales of $331 million for the third quarter of 2018, driven by net price realization of 6.5% and favorable volume/mix of 2.3%.

Income from Operations. Income from operations increased $52 million, or 26.9%, to $245 million for the third quarter of 2019 compared to $193 million for the third quarter of 2018, driven by the incremental gross profit from the impact of an additional eight days of DPS operations in the current period and the favorable comparison to the $17 million impact of the inventory step-up associated with the DPS Merger in the third quarter of 2018.

Adjusted Income from Operations. Adjusted income from operations increased $40 million, or 19.6%, to $244 million for the third quarter of 2019 compared with Adjusted pro forma income from operations of $204 million for the third quarter of 2018. This performance reflected the strong growth in Adjusted net sales as well as merger synergies and productivity. Adjusted operating margin grew 620 bps versus the year ago period to 67.8%.

LATIN AMERICA BEVERAGES

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



	Third Quarter						Dollar			Percent
(in millions)	2019			2018			Change			Change
Net sales	$	138		$	124		$	14		11.3	%
Income from operations	25			15			10			66.7	%
Operating margin	18.1		%	12.1		%				NM
Adjusted net sales⁽¹⁾	$	138		$	136		2			1.5	%
Adjusted income from operations⁽¹⁾	25			27			(2		)	(7.4	)%
Adjusted operating margin⁽¹⁾	18.1		%	19.9		%				(180) bps


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

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Sales Volume. Sales volume for the third quarter of 2019 increased 3.9%, primarily driven by the impact of an additional eight days of DPS operations in the current period, which was partially offset by the exit of our Aguafiel bulk water business.

Adjusted Sales Volume. Adjusted sales volume for the third quarter of 2019 declined 3.3%, as Aguafiel decreased 4.2% primarily due to the exit of our bulk water business, partially offset by an increase of 0.9% in the balance of the portfolio.

Net Sales. Net sales were $138 million for the third quarter of 2019 compared to $124 million for the third quarter of 2018, which reflects the impact of an additional eight days of DPS operations in the current period.

Adjusted Net Sales. Adjusted net sales increased 1.5% to $138 million for the third quarter of 2019, compared with Adjusted pro forma net sales of $136 million for the third quarter of 2018, driven by higher net price realization of 5.2%, partially offset by unfavorable volume/mix of 1.5%. Unfavorable foreign currency translation also impacted the period by 2.2%.

Income from Operations. Income from operations increased 66.7% to $25 million for the third quarter of 2019 compared to $15 million for the third quarter of 2018, driven by incremental gross profit from the impact of an additional eight days of DPS operations in the current period and the favorable comparison to the $9 million impact of the inventory step-up associated with the DPS Merger in the third quarter of 2018, partially offset by inflation in logistics and input costs.

Adjusted Income from Operations. Adjusted income from operations decreased $2 million, or 7.4%, to $25 million for the third quarter of 2019, compared with Adjusted pro forma income from operations of $27 million for the third quarter of 2018. This performance reflected the benefit of net sales growth and productivity, which were more than offset by inflation in logistics and ingredients and increased marketing investments. Adjusted operating margin declined 180 bps versus the year ago period to 18.1%.

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First Nine Months of 2019 Compared to First Nine Months of 2018

Consolidated Operations

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



	First Nine Months
	2019					2018					Dollar			Percentage
($ in millions, except per share amounts)	Dollars			Percent		Dollars			Percent		Change			Change
Net sales	$	8,186		100.0	%	$	4,629		100.0	%	$	3,557		76.8	%
Cost of sales	3,537			43.2		2,292			49.5		1,245			54.3
Gross profit	4,649			56.8		2,337			50.5		2,312			99.0
Selling, general and administrative expenses	2,951			36.0		1,649			35.6		1,302			79.0
Other operating expense (income), net	33			0.5		(2		)	—		35			NM
Income from operations	1,665			20.3		690			14.9		975			141.0
Interest expense	497			6.1		221			4.8		276			NM
Interest expense - related party	—			—		51			1.1		(51		)	NM
Loss on early extinguishment of debt	9			0.1		13			0.3		(4		)	NM
Other expense (income), net	15			0.1		(28		)	(0.5	)	43			NM
Income before provision for income taxes	1,144			14.0		433			9.4		711			164.0
Provision for income taxes	296			3.6		110			2.4		186			169.0
Net income	848			10.4		323			7.0		525			163.0
Less: Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—			—		3			0.1		(3		)	NM
Net income attributable to KDP	$	848		10.4	%	$	320		6.9	%	$	528		165.0	%

Earnings per common share:
Basic	$	0.60				$	0.33				$	0.27		82.0	%
Diluted	0.60					0.32					0.28			88.0
Weighted average common shares outstanding:
Basic	1,406.6					983.0
Diluted	1,418.8					994.1

Effective tax rate	25.9		%			25.4		%

Net Sales. Net sales increased $3,557 million, or approximately 76.8%, for the first nine months of 2019 compared with the first nine months of 2018. The primary factor of the increase in net sales was the impact of the additional days of operations from the DPS Merger in the current year.

Gross Profit. Gross profit increased $2,312 million for the first nine months of 2019 compared with the first nine months of 2018. The primary driver of the change was the incremental gross profit we acquired as a result of the consummation of the DPS Merger. Gross margin of 56.8% for the first nine months of 2019 significantly improved from the 50.5% gross margin for the first nine months of 2018.

Selling, General and Administrative Expenses. SG&A expenses increased $1,302 million for the first nine months of 2019 compared with the first nine months of 2018. The primary driver of the increase in SG&A expenses was the impact of the DPS Merger, which includes acquired operating costs and restructuring expenses associated with the integration of DPS and Keurig.

Income from Operations. Income from operations increased $975 million to $1,665 million for the first nine months of 2019 due to the increase in gross profit partially offset by an increase in SG&A expenses, driven by the DPS Merger.

Interest Expense. Interest expense increased $276 million for the first nine months of 2019 compared with the first nine months of 2018 due primarily to the increased borrowings and assumption of the existing senior unsecured notes as a result of the DPS Merger and the impact of our interest rate derivative instruments, which was partially offset by the impact of the net repayments related to our 2019 Notes, our term loans and Commercial Paper.

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Interest Expense - Related Party. Interest expense - related party decreased $51 million for the first nine months of 2019 compared with the first nine months of 2018 as a result of the capitalization of the related party term loans into additional paid in capital during the DPS Merger.

Effective Tax Rate. The effective tax rates for the first nine months of 2019 and 2018 were 25.9% and 25.4%, respectively. The increase in our effective tax rate was primarily due to the revaluation of the Company's deferred tax liabilities for a new blended state rate and the elimination of the domestic manufacturing deduction, offset by the reduction in the U.S. federal tax rate from 24.5% to 21.0%, the exclusion of DPS Merger-related non-deductible transaction costs, and increasing the valuation allowance on the realizability of foreign tax credit carryforwards in the third quarter of 2018.

Adjusted Results of Operations

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



	For the First Nine Months						Dollar			Percent
(in millions, except per share amounts)	2019			2018			Change			Change
Adjusted net sales⁽¹⁾	$	8,186		$	8,211		$	(25	)	(0.3	)%
Adjusted income from operations⁽¹⁾	2,077			1,898			179			9.4
Adjusted interest expense⁽¹⁾	407			501			(94		)	(18.8	)
Adjusted provision for income taxes⁽¹⁾	419			372			47			12.6
Adjusted net income⁽¹⁾	1,236			1,030			206			20.0
Adjusted diluted EPS⁽¹⁾	0.87			0.74			0.13			17.6

Adjusted diluted weighted average shares⁽¹⁾	1,418.8			1,400.0
Adjusted operating margin⁽¹⁾	25.4		%	23.1		%				230 bps
Adjusted effective tax rate⁽¹⁾	25.3		%	26.5		%				(120 bps)


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

Adjusted Net Sales. Adjusted net sales decreased $25 million, or 0.3%, to $8,186 million for the first nine months of 2019 as compared to Adjusted pro forma net sales of $8,211 million for the first nine months of 2018. This performance reflected strong underlying net sales growth of 2.8%, driven by higher volume/mix of 1.7% and net price realization of 1.1%, which was fully offset by the expected unfavorable impacts related to changes in our Allied Brands portfolio of 2.8%. Unfavorable foreign currency translation also impacted the period by 0.3%.

Adjusted Income from Operations. Adjusted income from operations increased $179 million, or 9.4%, to $2,077 million compared to Adjusted pro forma income from operations of $1,898 million in the prior year. This performance primarily reflected strong productivity and merger synergies, both of which benefitted SG&A and cost of sales, as well as favorable timing in marketing spending. Partially offsetting these growth drivers were inflation in input costs, led by packaging, as well as logistics, and the comparison to a $22 million gain in the prior year from the remeasurement of our equity investment in Big Red and a $5 million one-time reimbursement from a resin supplier. Adjusted operating margin grew 230 bps to 25.4% in the first nine months of 2019.

Adjusted Interest Expense. Adjusted interest expense decreased $94 million, or 18.8%, to $407 million for the first nine months of 2019 compared to Adjusted pro forma interest expense of $501 million in the prior year. This change was primarily the result of the benefit of lower indebtedness due to continued deleveraging, realized gains associated with the termination of certain interest rate swaps and the benefit of lower interest rates as a result of our existing interest rate swaps.

Adjusted Effective Tax Rate. The Adjusted effective tax rate decreased 120 bps to 25.3% for the first nine months of 2019 compared to Adjusted pro forma effective tax rate of 26.5% in the prior year. This decrease in our Adjusted effective tax rate was primarily due to a reduction in the U.S. federal tax rate from 24.5% to 21.0%, partially offset by the loss of tax benefits associated with the U.S. domestic manufacturing deduction in 2019.

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Results of Operations by Segment

The following tables set forth net sales and income from operations for our segments for the first nine months of 2019 and 2018, 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 Nine Months
Segment Results — Net sales	2019		2018
Coffee Systems	$	3,023	$	2,950
Packaged Beverages	3,734		1,238
Beverage Concentrates	1,034		317
Latin America Beverages	395		124
Net sales	$	8,186	$	4,629

	First Nine Months
(in millions)	2019		2018
Segment Results — Income from Operations
Coffee Systems	$	890	$	865
Packaged Beverages	531		61
Beverage Concentrates	690		193
Latin America Beverages	62		15
Total income from operations	2,173		1,134
Unallocated corporate costs	508		444
Income from operations	$	1,665	$	690

COFFEE SYSTEMS

The following table details our Coffee Systems segment's net sales, income from operations, operating margin, Adjusted net sales, Adjusted income from operations and Adjusted operating margin for the first nine months of 2019 and 2018:



	For the First Nine Months						Dollar		Percent
(in millions)	2019			2018			Change		Change
Net sales	$	3,023		$	2,950		$	73	2.5	%
Income from operations	890			865			25		2.9
Operating margin	29.4		%	29.3		%			10 bps
Adjusted net sales⁽¹⁾	$	3,023		$	2,954		69		2.3
Adjusted income from operations⁽¹⁾	1,033			996			37		3.7
Adjusted operating margin⁽¹⁾	34.2		%	33.7		%			50 bps


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

Sales Volume. The volume/mix growth for the Coffee Systems segment reflected a 8.5% increase in K-Cup pod volume and a 12.7% increase in brewer volume in the first nine months of 2019.

Net Sales. Net sales increased 2.5% to $3,023 million for the first nine months of 2019 compared to the first nine months of 2018 due to volume/mix growth of 5.5%, which was driven by sales volume growth partially offset by unfavorable pod sales mix. This growth was partially offset by lower net price realization of 2.5%. Unfavorable foreign currency translation also impacted the period by 0.5%.

Adjusted Net Sales. Adjusted net sales increased 2.3% to $3,023 million for the first nine months of 2019 compared to the first nine months of 2018 due to volume/mix growth of 5.4%, partially offset by lower net price realization of 2.6% and unfavorable foreign currency translation of 0.5%.

Income from Operations. Income from operations increased $25 million for the first nine months of 2019, compared with the first nine months of 2018, driven by strong pod volume growth and productivity which was partially offset by unfavorable pod mix, lower net price realization, inflation in input costs, led by packaging, as well as logistics, expenses associated with productivity projects, and higher brewer investments. Operating margin grew 10 bps to 29.4%.

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Adjusted Income from Operations. Adjusted income from operations increased $37 million, or 3.7%, to $1,033 million for the first nine months of 2019, compared with Adjusted pro forma income from operations of $996 million for the first nine months of 2018, primarily reflecting the benefits of strong pod volume growth and productivity which was partially offset by unfavorable pod mix, lower net price realization, inflation in input costs, led by packaging, as well as logistics, and higher brewer investments. Adjusted operating margin grew 50 bps versus the year ago period to 34.2%.

PACKAGED BEVERAGES



	For the First Nine Months						Dollar			Percent
(in millions)	2019			2018			Change			Change
Net sales	$	3,734		$	1,238		$	2,496		NM
Income from operations	531			61			470			NM
Operating margin	14.2		%	4.9		%				930 bps
Adjusted net sales⁽¹⁾	$	3,734		$	3,892		(158		)	(4.1	)%
Adjusted income from operations⁽¹⁾	551			485			66			13.6
Adjusted operating margin⁽¹⁾	14.8		%	12.5		%				230 bps


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

Sales Volume. Sales volume for the first nine months of 2019 were primarily driven by the incremental impact of the DPS Merger in the current period.

Adjusted Sales Volume. Adjusted sales volume for the first nine months of 2019 declined 3.8% due to the net unfavorable impact of 3.3% related to changes in our Allied Brands portfolio and lower CSD volume, partially offset by growth of Core Hydration and higher volume from contract manufacturing.

Net Sales. Net sales were $3,734 million for the first nine months of 2019 compared to $1,238 million for the first nine months of 2018, primarily driven by the incremental impact of the DPS Merger in the current period.

Adjusted Net Sales. Adjusted net sales decreased 4.1% to $3,734 million for the first nine months of 2019 compared with Adjusted pro forma net sales of $3,892 million for the first nine months of 2018, reflecting underlying net sales growth of 1.8%, driven by higher net price realization of 2.3% from pricing actions taken late in 2018 partially offset by lower volume/mix of 0.5%. More than offsetting the underlying net sales growth were the expected unfavorable impact of 5.8% from changes in the Allied Brands portfolio. Unfavorable foreign currency translation also impacted the period by 0.1%.

Income from Operations. Income from operations was $531 million for the first nine months of 2019 compared with $61 million for the first nine months of 2018, driven by the incremental impact of the DPS Merger in the current period, the favorable comparison to the $105 million impact of the inventory step-up associated with the DPS Merger in the third quarter of 2018 and strong productivity and merger savings.

Adjusted Income from Operations. Adjusted income from operations increased $66 million, or 13.6%, to $551 million for the first nine months of 2019 compared with Adjusted pro forma income from operations of $485 million for the first nine months of 2018, largely reflecting strong productivity and merger synergies, growth in underlying net sales and timing of marketing investments. These drivers were partially offset by inflation, primarily in packaging, ingredients, and logistics. Adjusted operating margin grew 230 bps versus the year ago period to 14.8%.

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BEVERAGE CONCENTRATES



	For the First Nine Months						Dollar		Percent
(in millions)	2019			2018			Change		Change
Net sales	$	1,034		$	317		$	717	NM
Income from operations	690			193			497		NM
Operating margin	66.7		%	60.9		%			580 bps
Adjusted net sales⁽¹⁾	$	1,034		$	979		55		5.6	%
Adjusted income from operations⁽¹⁾	691			619			72		11.6
Adjusted operating margin⁽¹⁾	66.8		%	63.2		%			360 bps


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

Sales Volume. Sales volume for the first nine months of 2019 were primarily driven by the incremental impact of the DPS Merger in the current period.

Adjusted Sales Volume. Adjusted sales volume for the first nine months of 2019 declined 0.6% due to CSD category volume declines.

Net Sales. Net sales were $1,034 million for the first nine months of 2019 compared with $317 million for the first nine months of 2018, primarily driven by the incremental impact of the DPS Merger in the current period.

Adjusted Net Sales. Adjusted net sales increased 5.6% to $1,034 million for the first nine months of 2019 compared with Adjusted pro forma net sales of $979 million for the first nine months of 2018, driven by net price realization of 5.9%, partially offset by lower volume/mix of 0.1%. Unfavorable foreign currency translation also impacted the period by 0.2%.

Income from Operations. Income from operations was $690 million for the first nine months of 2019, compared with $193 million for the first nine months of 2018, driven by the incremental impact of the DPS Merger in the current period and the favorable comparison to the $17 million impact of the inventory step-up associated with the DPS Merger in 2018.

Adjusted Income from Operations. Adjusted income from operations increased $72 million, or 11.6%, to $691 million for the first nine months of 2019 compared with Adjusted pro forma income from operations of $619 million for the first nine months of 2018. This performance reflected the growth in Adjusted net sales as well as timing of marketing investments. Adjusted operating margin grew 360 bps versus the year ago period to 66.8%.

LATIN AMERICA BEVERAGES



	For the First Nine Months						Dollar			Percent
(in millions)	2019			2018			Change			Change
Net sales	$	395		$	124		$	271		NM
Income from operations	62			15			47			NM
Operating margin	15.7		%	12.1		%				NM
Adjusted net sales⁽¹⁾	$	395		$	386		9			2.3	%
Adjusted income from operations⁽¹⁾	57			65			(8		)	(12.3	)
Adjusted operating margin⁽¹⁾	14.4		%	16.8		%				(240 bps)


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

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Sales Volume. Sales volume for the first nine months of 2019 were primarily driven by the incremental impact of the DPS Merger in the current period.

Adjusted Sales Volume. Adjusted sales volume for the first nine months of 2019 declined 4.4%, as Aguafiel decreased 4.5% primarily due to the exit of our bulk water business, partially offset by an increase of 0.1% in the balance of the portfolio.

Net Sales. Net sales were $395 million for the first nine months of 2019 compared with $124 million for the first nine months of 2018, primarily driven by the incremental impact of the DPS Merger in the current period.

Adjusted Net Sales. Adjusted net sales increased 2.3% to $395 million for the first nine months of 2019 compared with Adjusted pro forma net sales of $386 million for the first nine months of 2018, driven by higher net price realization of 4.4%, partially offset by unfavorable volume/mix of 1.0%. Unfavorable foreign currency translation also impacted the period by 1.1%.

Income from Operations. Income from operations was $62 million for the first nine months of 2019 compared with $15 million for the first nine months of 2018, driven by the incremental impact of the DPS Merger in the current period and the favorable comparison to the $9 million impact of the inventory step-up associated with the DPS Merger in 2018.

Adjusted Income from Operations. Adjusted income from operations decreased $8 million, or 12.3%, to $57 million in the first nine months of 2019 compared with Adjusted pro forma income from operations of $65 million in the first nine months of 2018. This performance reflected the benefit of net sales growth, which was more than offset by inflation on ingredients, logistics and energy, a comparison to a $5 million benefit in 2018 related to a previous reimbursement by a resin supplier and unfavorable foreign currency impacts. Adjusted operating margin declined 240 bps versus the year ago period to 14.4%.

CRITICAL ACCOUNTING ESTIMATES

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

LIQUIDITY AND CAPITAL RESOURCES

Trends and Uncertainties Affecting Liquidity

Customer and consumer demand for our products may be impacted by all risk factors discussed under "Risk Factors" in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 and 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. Similarly, disruptions in financial and credit markets may impact our ability to manage normal commercial relationships with our customers, suppliers and creditors. These disruptions could have a negative impact on the ability of our customers to timely pay their obligations to us, thus reducing our cash flow, or the ability of our vendors to timely supply materials.

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


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


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


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


•	Our continued integration of DPS;


•	A significant downgrade in our credit ratings could impact our accounts payable program;


•	Our continued capital expenditures;


•	Our continued payment of dividends;


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


•	Fluctuations in our tax obligations;


•	Future equity investments; and


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

Financing Arrangements

Refer to Note 7 of the Notes to our Unaudited Condensed Consolidated Financial Statements for management's discussion of financing arrangements.

Liquidity

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

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



	First Nine Months
(in millions)	2019			2018
Net cash provided by operating activities	$	1,803		$	1,063
Net cash used in investing activities	(216		)	(19,070		)
Net cash (used in) provided by financing activities	(1,626		)	18,084

NET CASH PROVIDED BY OPERATING ACTIVITIES

Net cash provided by operating activities increased $740 million for the first nine months of 2019, as compared to the first nine months of 2018, primarily due to additional cash flows from operations generated as a result of the DPS Merger. The increase in net cash provided by operating activities was driven by the increase in net income adjusted for non-cash items and the improvement in working capital primarily driven by extended payment terms with our suppliers, partially offset by the payment and deferral of customer incentives.

As of September 30, 2019, the Company deferred estimated tax payments of $85 million, which were paid in October 2019, as compared to no deferral of estimated tax payments as of September 30, 2018.

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Cash Conversion Cycle

Our cash conversion cycle is defined as days inventory outstanding ("DIO") and days sales outstanding ("DSO") less days of payables outstanding ("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 increased 35 days to approximately (36) days as of September 30, 2019 as compared to (71) days in the prior year period. The change was primarily driven by a reduction of 43 days in our DPO as the DPS operations had significantly shorter terms than the legacy KGM business. DIO improved 7 days as a result of the DPS Merger. DSO was relatively consistent as compared to the prior year period. In future periods, DPO will continue to have a positive impact on our cash conversion cycle as a result of our supplier terms initiative, which has set our customary terms as we integrate our legacy businesses.

Accounts payable program

As part of our ongoing efforts to improve our cash flow and related liquidity, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. Excluding our suppliers who require cash at date of purchase or sale, our current payment terms with our suppliers generally range from 10 to 360 days. We also entered into an agreement with a third party administrator to allow participating suppliers to track payment obligations from us, and if voluntarily elected by the supplier, sell payment obligations from us to financial institutions. Suppliers can sell one or more of our payment obligations at their sole discretion and our rights and obligations to our suppliers are not impacted. We have no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. Our obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. As of September 30, 2019 and December 31, 2018, $1,912 million and $1,438 million, respectively, of our outstanding payment obligations were voluntarily elected by the supplier and sold to financial institutions. The amounts settled through the program and paid to the financial institutions were $1,208 million and $1,085 million for the first nine months of 2019 and 2018, respectively.

A significant downgrade in our credit ratings could limit a financial institution's willingness to participate in the accounts payable program. In addition, a significant downgrade in our credit ratings could also reduce the attractiveness of the accounts payable program to participating suppliers who may sell payment obligations from us to financial institutions.

NET CASH USED IN INVESTING ACTIVITIES

Cash used in investing activities for the first nine months of 2019 consisted primarily of purchases of property, plant and equipment of $208 million.

Cash used in investing activities for the first nine months of 2018 consisted primarily of our acquisitions of DPS and Big Red of $19,124 million and purchases of property, plant and equipment of $104 million, respectively.

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

Cash used in financing activities for the first nine months of 2019 consisted primarily of the voluntary and mandatory repayments on the term loan facility of $873 million, repayment of the 2019 Notes of $250 million, repayments of structured payables of $432 million and dividend payments of $633 million. These cash outflows from financing activities were partially offset by net issuance of commercial paper of $335 million and proceeds from structured payables of $246 million.

Net cash provided by financing activities for the first nine months of 2018 consisted primarily of proceeds from the issuance of common stock of $9,000 million, issuance of senior unsecured notes of $8,000 million, proceeds from the term loan facility of $2,700 million and net issuance of of commercial paper of $1,386 million. These cash inflows from financing activities were partially offset by repayments on the term loan facility of $3,363 million.

Debt Ratings

As of September 30, 2019, our credit ratings were as follows:



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

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

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Capital Expenditures

Capital expenditures were $208 million and $104 million for the first nine months of 2019 and 2018, respectively.

Capital expenditures for the first nine months of 2019 primarily related to manufacturing equipment, our continued investment in the build-out of our new 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 new Spartanburg facility.

Capital expenditures for the first nine months of 2018 was primarily related to portion pack manufacturing, information technology infrastructure, machinery and equipment, logistics equipment and replacement of existing cold drink equipment.

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

Cash, cash equivalents, restricted cash and restricted cash equivalents decreased $27 million from December 31, 2018 to September 30, 2019 due to the Company's focus on utilizing cash for debt repayment.

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 $50 million and $59 million as of September 30, 2019 and December 31, 2018. 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.

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



	Payments Due in Year
(in millions)	Total		2019		2020		2021		2022		2023		After 2023
Long-term obligations⁽¹⁾	$	13,685	$	25	$	350	$	2,350	$	350	$	3,885	$	6,725
Interest payments	4,994		248		515		477		430		354		2,970
Finance leases⁽²⁾	320		12		50		43		38		34		143
Operating leases⁽³⁾	388		16		70		56		46		36		164
Purchase obligations⁽⁴⁾	2,852		727		964		309		295		397		160


(1)	Amounts represent payments for the senior unsecured notes issued by us and the term loan credit agreement. Refer to Note 7 for additional information.

(2)

Amounts represent our contractual payment obligations for our lease arrangements classified as finance leases. These amounts exclude renewal options, which were not yet executed but were included in the lease term to determine finance lease obligation as the lease imposes a penalty on us in such amount that the renewal appeared reasonably assured at lease inception. Amounts exclude leases not yet commenced in accordance with ASC 842. Refer to Note 3 for additional information.


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


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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

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

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SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

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

The following unaudited pro forma condensed combined statements of income for the third quarter and first nine months of 2018 are based on the historical financial statements of Maple and DPS after giving effect to the DPS Merger, related equity investments, and the assumptions and adjustments described in the accompanying notes to this unaudited pro forma condensed combined statement of income. The unaudited pro forma condensed combined statements of income are presented as if the DPS Merger had been consummated on December 31, 2016, and combine the historical results of Maple and DPS.

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


•	Application of the acquisition method of accounting;


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


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


•	The pre-closing Maple share conversion;


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


•	The change in year-end for Maple; and


•	The alignment of accounting policies.

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

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

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

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

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KEURIG DR PEPPER INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the Third Quarter of 2018

(Unaudited)



(in millions, except per share data)	Reported KDP⁽¹⁾			DPS July 1 - July 8, 2018⁽²⁾			Pro Forma Adjustments⁽³⁾			Pro Forma Combined
Net sales	$	2,732		$	125		$	(1	)	$	2,856
Cost of sales	1,367			58			(127		)	1,298
Gross profit	1,365			67			126			1,558
Selling, general and administrative expenses	1,028			237			(265		)	1,000
Other operating expense (income), net	(8		)	—			—			(8		)
Income from operations	345			(170		)	391			566
Interest expense	172			4			2			178
Loss on early extinguishment of debt	11			—			—			11
Other income, net	(33		)	(1		)	—			(34		)
Income before provision for income taxes	195			(173		)	389			411
Provision for income taxes	46			(55		)	120			111
Net income	149			(118		)	269			300
Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	—			—			—			—
Net income attributable to KDP	$	149		$	(118	)	$	269		$	300
Earnings per common share:
Basic	$	0.11								$	0.22
Diluted	0.11									$	0.21
Weighted average common shares outstanding:
Basic	1,361.8						27.2			1,389.0
Diluted	1,373.6						27.1			1,400.7


(1)	Refer to the Statements of Income.


(2)	Refers to DPS's activity during the three months ended September 30, 2018 prior to the Merger Date.


(3)	Refer to Summary of Pro Forma Adjustments.

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KEURIG DR PEPPER INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

For the First Nine Months of 2018

(Unaudited)



(in millions, except per share data)	Reported KDP⁽¹⁾			DPS Jan 1 - July 8, 2018⁽²⁾			Pro Forma Adjustments⁽³⁾			Pro Forma Combined
Net sales	$	4,629		$	3,605		$	(27	)	$	8,207
Cost of sales	2,292			1,529			(155		)	3,666
Gross profit	2,337			2,076			128			4,541
Selling, general and administrative expenses	1,649			1,639			(364		)	2,924
Other operating expense (income), net	(2		)	(14		)	3			(13		)
Income from operations	690			451			489			1,630
Interest expense	221			88			184			493
Interest expense - related party	51			—			(51		)	—
Loss on early extinguishment of debt	13			—			—			13
Other (income) expense, net	(28		)	5			14			(9		)
Income before provision for income taxes	433			358			342			1,133
Provision for income taxes	110			82			107			299
Net income	323			276			235			834
Net income attributable to employee redeemable non-controlling interest and mezzanine equity awards	3			—			(3		)	—
Net income attributable to KDP	$	320		$	276		$	238		$	834
Earnings per common share:
Basic	$	0.33								$	0.60
Diluted	0.32									0.60
Weighted average common shares outstanding:
Basic	983.0						406.0			1,389.0
Diluted	994.1						405.9			1,400.0


(1)	Refer to the Statements of Income.


(2)	Refers to DPS's activity during the nine months ended September 30, 2018 prior to the Merger Date.


(3)	Refer to Summary of Pro Forma Adjustments.

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KEURIG DR PEPPER INC.

RECONCILIATION OF PRO FORMA SEGMENT INFORMATION

(Unaudited)



(in millions)	Reported KDP⁽¹⁾			DPS July 1 - July 8, 2018⁽²⁾			Pro Forma Adjustments⁽³⁾			Pro Forma Combined
For the Third Quarter of 2018
Net Sales
Coffee Systems	$	1,053		$	—		$	—		$	1,053
Packaged Beverages	1,238			98			—			1,336
Beverage Concentrates	317			15			(1		)	331
Latin America Beverages	124			12			—			136
Total net sales	$	2,732		$	125		$	(1	)	$	2,856

Income from Operations
Coffee Systems	$	334		$	—		$	—		$	334
Packaged Beverages	61			2			99			162
Beverage Concentrates	193			(5		)	16			204
Latin America Beverages	15			2			10			27
Unallocated corporate costs	(258		)	(169		)	266			(161		)
Total income from operations	$	345		$	(170	)	$	391		$	566



(in millions)	Reported KDP⁽¹⁾			DPS Jan 1 - July 8, 2018⁽²⁾			Pro Forma Adjustments⁽³⁾			Pro Forma Combined
For the First Nine Months of 2018
Net Sales
Coffee Systems	$	2,950		$	—		$	—		$	2,950
Packaged Beverages	1,238			2,654			—			3,892
Beverage Concentrates	317			689			(27		)	979
Latin America Beverages	124			262			—			386
Total net sales	$	4,629		$	3,605		$	(27	)	$	8,207

Income from Operations
Coffee Systems	$	865		$	—		$	(3	)	$	862
Packaged Beverages	61			299			119			479
Beverage Concentrates	193			436			(11		)	618
Latin America Beverages	15			42			8			65
Unallocated corporate costs	(444		)	(326		)	376			(394		)
Total income from operations	$	690		$	451		$	489		$	1,630


(1)	Refer to the Statements of Income.


(2)	Refers to DPS's activity during the three months and nine months ended September 30, 2018 prior to the Merger Date.


(3)	Refer to Summary of Pro Forma Adjustments.

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Summary of Pro Forma Adjustments

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


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


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


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


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


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


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


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


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


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


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

NON-GAAP FINANCIAL MEASURES

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

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

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

Prior to the second quarter of 2019, we did not add back the amortization of the fair value adjustment of the senior unsecured debt recognized as a result of the purchase price allocation for the DPS Merger. As this item is similar to the amortization of intangibles, we changed our method of computing Adjusted Pro Forma (2018) results to exclude the amortization of the fair value adjustment of the senior unsecured notes in order to reflect how management views our business results on a consistent basis.

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For the third quarter and first nine months of 2019, the other certain items excluded for comparison purposes include (i) restructuring and integration expenses related to the DPS Merger and the Keurig Acquisition; (ii) productivity expenses; (iii) transaction costs not associated with the DPS Merger; (iv) provision for legal settlements; (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, as discussed in our Annual Report on Form 10-K.

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

For the third quarter and first nine months of 2019, the supplemental financial data set forth below includes reconciliations of Adjusted net sales, Adjusted income from operations, Adjusted net income and Adjusted diluted EPS to the applicable financial measure presented in the unaudited condensed consolidated financial statement for the same period. For the third quarter and first nine months of 2018, the supplemental financial data set forth below includes reconciliations of Adjusted pro forma net sales, Adjusted pro forma income from operations, Adjusted pro forma net income and Adjusted pro forma diluted EPS to the applicable financial measure presented in the unaudited pro forma condensed combined financial statements for the same period. For a reconciliation of the applicable financial measure presented in the unaudited pro forma condensed combined financial statement for the third quarter and first nine months of 2018 to the applicable historical financial measure presented in accordance with U.S. GAAP, please see "Supplemental Unaudited Pro Forma Condensed Combined Financial Information" above.

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KEURIG DR PEPPER INC.

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

For the Third Quarter of 2019

(Unaudited, in millions, except per share data)



	Cost of sales			Gross profit			Gross margin		Selling, general and administrative expenses			Other operating expense (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
Provision for settlements	—			—					(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
Reported	$	158		$	413	$	109	26.4	%	$	304	1,419.4	$	0.21
Items Affecting Comparability:
Mark to market	1			8		—				8			0.01
Amortization of intangibles	—			31		9				22			0.02
Amortization of deferred financing costs	(3		)	3		1				2			—
Amortization of fair value debt adjustment	(7		)	7		3				4			—
Stock compensation	—			3		—				3			—
Restructuring and integration costs	—			77		13				64			0.04
Productivity	—			35		8				27			0.02
Transaction costs	(4		)	11		3				8			0.01
Provision for settlements	—			12		3				9			0.01
Adjusted GAAP	$	145		$	600	$	149	24.8	%	$	451	1,419.4	$	0.32

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

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KEURIG DR PEPPER INC.

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

For the Third Quarter of 2018

(Unaudited, in millions, except per share data)



	Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Income from operations		Operating margin
Pro Forma	$	1,298		$	1,558	54.6	%	$	1,000		$	566	19.8	%
Items Affecting Comparability:
Mark to market	(27		)	27				1			26
Amortization of intangibles	—			—				(30		)	30
Stock compensation	—			—				(4		)	4
Restructuring and integration costs	—			—				(47		)	47
Productivity	(5		)	5				(7		)	12
Transaction costs	—			—				(2		)	2
Provision for settlements	—			—				(11		)	11
Adjusted Pro Forma	$	1,266		$	1,590	55.7	%	$	900		$	698	24.4	%



	Interest expense			Loss on early extinguishment of debt			Other expense (income), net			Income before provision for income taxes		Provision for income taxes			Effective tax rate		Net income		Weighted Average Diluted shares	Diluted earnings per share
Pro Forma	$	178		$	11		$	(34	)	$	411	$	111		27.0	%	$	300	1,400.7	$	0.21
Items Affecting Comparability:
Mark to market	(7		)	—			(2		)	35		8					27			0.02
Amortization of intangibles	—			—			—			30		8					22			0.02
Amortization of deferred financing costs	(4		)	—			—			4		1					3			—
Amortization of fair value debt adjustment	(6		)	—			—			6		2					4			—
Stock compensation	—			—			—			4		1					3			—
Restructuring and integration costs	—			—			—			47		17					30			0.02
Productivity	2			—			—			10		3					7			—
Transaction costs	(1		)	—			—			3		1					2			—
Loss on early extinguishment of debt	—			(11		)	—			11		3					8			0.01
Provision for settlements	—			—			—			11		3					8			0.01
Tax reform	—			—			—			—		(3		)			3			—
Adjusted Pro Forma	$	162		$	—		$	(36	)	$	572	$	155		27.1	%	$	417	1,400.7	$	0.30

Numbers may not foot due to rounding.

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KEURIG DR PEPPER INC.

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

For the First Nine Months of 2019

(Unaudited, in millions, except per share data)



	Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Other operating expense (income), net			Income from operations		Operating margin
Reported	$	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
Inventory step-up	(3		)	3				—			—			3
Provision for settlements	—			—				(27		)	—			27
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
Reported	$	497		$	9		$	1,144	$	296	25.9	%	$	848	1,418.8	$	0.60
Items Affecting Comparability:
Mark to market	(44		)	—			45		11				34			0.02
Amortization of intangibles	—			—			94		26				68			0.05
Amortization of deferred financing costs	(10		)	—			10		3				7			0.01
Amortization of fair value debt adjustment	(20		)	—			20		5				15			0.01
Stock compensation	—			—			18		4				14			0.01
Restructuring and integration costs	—			—			176		39				137			0.10
Productivity	—			—			77		17				60			0.04
Transaction costs	(16		)	—			24		6				18			0.01
Loss on early extinguishment of debt	—			(9		)	9		2				7			—
Inventory step-up	—			—			3		1				2			—
Provision for settlements	—			—			27		7				20			0.01
Malware Incident	—			—			8		2				6			—
Adjusted GAAP	$	407		$	—		$	1,655	$	419	25.3	%	$	1,236	1,418.8	$	0.87

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

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KEURIG DR PEPPER INC.

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

For the First Nine Months of 2018

(Unaudited, in millions, except per share data)



	Net sales		Cost of sales			Gross profit		Gross margin		Selling, general and administrative expenses			Other operating expense (income), net			Income from operations		Operating margin
Pro Forma	$	8,207	$	3,666		$	4,541	55.3	%	$	2,924		$	(13	)	$	1,630	19.9	%
Items Affecting Comparability:
Mark to market	—		(43		)	43				10			—			33
Amortization of intangibles	—		—			—				(89		)	—			89
Stock compensation	—		—			—				(16		)	—			16
Restructuring and integration costs	—		—			—				(86		)	—			86
Productivity	—		(11		)	11				(12		)	(4		)	27
Transaction costs	—		—			—				(2		)	—			2
Provision for settlements	4		—			4				(11		)	—			15
Adjusted Pro Forma	$	8,211	$	3,612		$	4,599	56.0	%	$	2,718		$	(17	)	$	1,898	23.1	%



	Interest expense			Loss on early extinguishment of debt			Other expense (income), net			Income before provision for income taxes			Provision for income taxes			Effective tax rate		Net income			Weighted Average Diluted shares	Diluted earnings per share
Pro Forma	$	493		$	13		$	(9	)	$	1,133		$	299		26.4	%	$	834		1,400.0	$	0.60
Items Affecting Comparability:										—
Mark to market	30			—			4			(1		)	(1		)			—				—
Amortization of intangibles	—			—			—			89			23					66				0.05
Amortization of deferred financing costs	(5		)	—			—			5			1					4				—
Amortization of fair value debt adjustment	(16		)	—			—			16			4					12				0.01
Stock compensation	—			—			—			16			3					13				0.01
Restructuring and integration costs	—			—			—			86			23					63				0.05
Productivity	—			—			—			27			8					19				0.01
Transaction costs	(1		)	—			—			3			1					2				—
Loss on early extinguishment of debt	—			(13		)	—			13			3					10				0.01
Provision for settlements	—			—			—			15			4					11				0.01
Tax reform	—			—			—			—			4					(4		)		—
Adjusted Pro Forma	$	501		$	—		$	(5	)	$	1,402		$	372		26.5	%	$	1,030		1,400.0	$	0.74

Numbers may not foot due to rounding.

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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 third quarter of 2019:
Net Sales
Coffee Systems	$	1,065		$	—		$	1,065
Packaged Beverages	1,307			—			1,307
Beverage Concentrates	360			—			360
Latin America Beverages	138			—			138
Total net sales	$	2,870		$	—		$	2,870

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



(in millions)	Pro Forma			Items Affecting Comparability		Adjusted Pro Forma
For the third quarter of 2018:
Net Sales
Coffee Systems	$	1,053		$	—	$	1,053
Packaged Beverages	1,336			—		1,336
Beverage Concentrates	331			—		331
Latin America Beverages	136			—		136
Total net sales	$	2,856		$	—	$	2,856

Income from Operations
Coffee Systems	$	334		$	46	$	380
Packaged Beverages	162			2		164
Beverage Concentrates	204			—		204
Latin America Beverages	27			—		27
Unallocated corporate costs	(161		)	84		(77		)
Total income from operations	$	566		$	132	$	698

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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 nine months of 2019:
Net Sales
Coffee Systems	$	3,023		$	—		$	3,023
Packaged Beverages	3,734			—			3,734
Beverage Concentrates	1,034			—			1,034
Latin America Beverages	395			—			395
Total net sales	$	8,186		$	—		$	8,186

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



(in millions)	Pro Forma			Items Affecting Comparability		Adjusted Pro Forma
For the first nine months of 2018:
Net Sales
Coffee Systems	$	2,950		$	4	$	2,954
Packaged Beverages	3,892			—		3,892
Beverage Concentrates	979			—		979
Latin America Beverages	386			—		386
Total net sales	$	8,207		$	4	$	8,211

Income from Operations
Coffee Systems	$	862		$	134	$	996
Packaged Beverages	479			6		485
Beverage Concentrates	618			1		619
Latin America Beverages	65			—		65
Unallocated corporate costs	(394		)	127		(267		)
Total income from operations	$	1,630		$	268	$	1,898

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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

FOREIGN EXCHANGE RISK

The majority of our net sales, expenses and capital purchases are transacted in U.S. dollars. However, we have exposure with respect to foreign exchange rate fluctuations. Our primary exposure to foreign exchange rates is the Canadian dollar and Mexican peso against the U.S. dollar. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in our income statement as incurred. As of September 30, 2019, 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 $28 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 30, 2019, we had derivative contracts outstanding with a notional value of $467 million maturing at various dates through September 25, 2024.

INTEREST RATE RISK

We centrally manage our debt portfolio through the use of interest rate swaps and monitor our mix of fixed-rate and variable rate debt. As of September 30, 2019, the carrying value of our fixed-rate debt, excluding lease obligations, was $11,794 million and our variable-rate debt was $3,114 million, inclusive of commercial paper.

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

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




Hypothetical Change in Interest Rates⁽¹⁾		Annual Impact to Interest Expense
1-percent decrease		$26 million decrease
1-percent increase		$26 million increase


(1)	We pay an average floating rate, which fluctuates periodically, based on LIBOR and a credit spread, as a result of certain derivative instruments and variable rate debt instruments. See Notes 7 and 8 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).

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. The fair market value of these contracts as of September 30, 2019 was a net liability of $27 million.

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

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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 30, 2019, 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.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

As described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2018, the DPS Merger was completed on July 9, 2018, and represented a change in internal control over financial reporting. Management continues to consolidate and integrate KDP’s system of controls. The processes and controls for significant areas including business combinations, intangibles and goodwill valuations, income taxes, treasury, consolidations and the preparation of financial statements and related disclosures, and entity level controls have been substantially impacted by the ongoing integration activities. The primary changes in these areas are related to the consolidation of process owner leadership and control owners, and where required, the modification of inputs, processes and associated systems. For all areas of change noted, management believes the control design and implementation thereof are being appropriately modified to address underlying risks. The above ongoing integration activities to KDP’s internal control over financial reporting are reasonably likely to materially affect KDP’s internal control over financial reporting in 2019.

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

There were no other changes during the quarter ended September 30, 2019 that have materially affected, or reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

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

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

BA SPORTS NUTRITION LITIGATION

On March 6, 2019, The American Bottling Company ("ABC"), a subsidiary of KDP, filed suit against BA and Mike Repole in the Superior Court for the State of Delaware. The complaint asserts claims for breach of contract and promissory estoppel against BA and asserts a claim for tortious interference against Mr. Repole, in each case in connection with BA's attempted early termination of the distribution contract between BA and ABC. The complaint seeks monetary damages, attorneys' fees and costs. ABC intends to vigorously prosecute the action. The Company is 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 the Company or its operations.

ITEM 1A. Risk Factors

Deterioration of general macro-economic conditions could have a negative impact on our business, financial condition, results of operations and liquidity due to impacts on our suppliers, customers and operating costs.

Our business depends on developing and maintaining close relationships with our suppliers and on our suppliers’ ability and willingness to sell quality products to us at favorable prices and terms. Many factors outside our control may harm these relationships and the ability or willingness of these suppliers to sell us products on favorable terms. Such factors include a general decline in the economy and economic conditions and prolonged recessionary conditions. These events could negatively affect our suppliers’ operations and make it difficult for them to obtain the credit lines or loans necessary to finance their operations in the short-term or long-term and meet our product requirements.

Financial or operational difficulties that some of our suppliers may face, including their ability to access working capital, could also increase the cost of the products we purchase from them, the timing of settlement for our obligation to the supplier or our ability to source product from them. We might not be able to pass our increased costs onto our customers and, to the extent these difficulties impact the timing of settlement for our obligation to the supplier, we may have a decrease in our cash flow from operations and may have to use our various financing arrangements for short-term liquidity needs.

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

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ITEM 6. Exhibits



2.1	Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (filed on November 23, 2016) and incorporated herein by reference).
2.2	Amendment No. 1, dated as of January 31, 2017, to the Agreement and Plan of Merger, dated as of November 21, 2016, by and among Bai Brands LLC, Dr Pepper Snapple Group, Inc., Superfruit Merger Sub, LLC and Fortis Advisors LLC, (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K (filed on January 31, 2017) and incorporated herein by reference).
3.1	Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
3.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q (filed July 26, 2012) and incorporated herein by reference).
3.3	Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed May 20, 2016) and incorporated herein by reference).
3.4	Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporate herein by reference).
3.5	Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of July 9, 2018 (filed as Exhibit 3.2 to the Company's Current Report on Form 8-K (filed July 9, 2018) and incorporated herein by reference.
4.1	Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.2	Form of 7.45% Senior Notes due 2038 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.3	Registration Rights Agreement, dated April 30, 2008, between Dr Pepper Snapple Group, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4.4	Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4.5	Supplemental Indenture, dated May 7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4.6	Second Supplemental Indenture dated March 17, 2009, to be effective as of December 31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Annual Report on Form 10-K (filed on March 26, 2009) and incorporated herein by reference).
4.7	Third Supplemental Indenture, dated October 19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor; Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q (filed November 5, 2009) and incorporated herein by reference).
4.8	Fourth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantors under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed February 2, 2017) and incorporated herein by reference).
4.9	Indenture, dated as of December 15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
4.10	Second Supplemental Indenture, dated as of January 11, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on January 11, 2011) and incorporated herein by reference).
4.11	Third Supplemental Indenture, dated as of November 15, 2011, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).
4.12	2.60% Senior Note due 2019 (in global form), dated November 15, 2011, in the principal amount of $250 million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).
4.13	3.20% Senior Note due 2021 (in global form), dated November 15, 2011, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 15, 2011) and incorporated herein by reference).

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4.14	Fourth Supplemental Indenture, dated as of November 20, 2012, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
4.15	2.00% Senior Note due 2020 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
4.16	2.70% Senior Note due 2022 (in global form), dated November 20, 2012, in the principal amount of $250 million (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 20, 2012) and incorporated herein by reference).
4.17	Fifth Supplemental Indenture, dated as of November 9, 2015, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
4.18	3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
4.19	4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference).
4.20	Sixth Supplemental Indenture, dated as of September 16, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
4.21	2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference).
4.22	Seventh Supplemental Indenture, dated as of December 14, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.23	2.53% Senior Note due 2021 (in global form), dated December 14, 2016, in the principal amount of $250,000,000 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.24	3.13% Senior Note due 2023 (in global form), dated December 14, 2016, in the principal amount of $500,000,000 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.25	3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.26	4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to the Company's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference).
4.27	Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference).
4.28	Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference).
4.29	Investor Rights Agreement by and among Keurig Dr Pepper Inc. and The Holders Listed on Schedule A thereto, dated as of July 9, 2018 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.30	Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A. as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.31	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).
4.32	Second Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.33	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).

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4.34	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).
4.35	Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.36	Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.37	Seventh Supplemental Indenture, dated as of July 9, 2018, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.38	Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
4.39	Joinder to the Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to the Company's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference).
10.1	Term Loan Agreement, dated as of February 8, 2019, among Keurig Dr Pepper Inc., the banks party thereto and JPMorgan Chase, Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on February 11, 2019) and incorporated herein by reference).
10.2	Credit Agreement, dated as of May 29, 2019, among Keurig Dr Pepper Inc., the banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on May 29, 2019) and incorporated herein by reference).
10.3	Amended and Restated Employment Agreement, dated as of July 2, 2018, by and between Keurig Green Mountain, Inc. and Robert J. Gamgort (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
10.4	Employment Agreement, dated as of April 12, 2016, by and between Keurig Green Mountain, Inc. and Ozan Dokmecioglu (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q (filed on November 8, 2018) and incorporated herein by reference). ++
10.5	Consulting Agreement, dated July 12, 2019, by and between Keurig Dr Pepper Inc. and Rodger Collins (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on July 16, 2019) and incorporated herein by reference). ++
10.6	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	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	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	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	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	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).++
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.

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101*	The following financial information from Keurig Dr Pepper Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104*	The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL.

* Filed herewith.

** Furnished herewith.

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	Keurig Dr Pepper Inc.

	By:	/s/ Ozan Dokmecioglu

	Name:	Ozan Dokmecioglu
	Title:	Chief Financial Officer of Keurig Dr Pepper Inc.
		(Principal Financial Officer)
Date: November 7, 2019