Keurig Dr Pepper Inc. 10-Q

ITEM 1. Financial Statements (Unaudited) KEURIG DR PEPPER INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME ( UNAUDITED ) Second Quarter First Six Months (in millions, except per share data) 2024 2023 2024 2023 Net sales $ 3,922 $ 3,789 $ 7,390 $ 7,142 Cost of sales 1,750 1,748 3,278 3,357 Gross profit 2,172 2,041 4,112 3,785 Selling, general and administrative expenses 1,295 1,272 2,471 2,437 Other operating expense (income), net 16 — 15 ( 5 ) Income from operations 861 769 1,626 1,353 Interest expense, net 204 172 382 195 Other income, net ( 15 ) ( 16 ) ( 22 ) ( 36 ) Income before provision for income taxes 672 613 1,266 1,194 Provision for income taxes 157 110 297 224 Net income $ 515 $ 503 $ 969 $ 970 Earnings per common share: Basic $ 0.38 $ 0.36 $ 0.71 $ 0.69 Diluted 0.38 0.36 0.70 0.69 Weighted average common shares outstanding: Basic 1,355.6 1,400.3 1,368.2 1,403.2 Diluted 1,361.2 1,409.1 1,374.4 1,413.1 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 Table of Contents KEURIG DR PEPPER INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ( UNAUDITED ) Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Net income $ 515 $ 503 $ 969 $ 970 Other comprehensive (loss) income: Foreign currency translation adjustments ( 201 ) 159 ( 257 ) 267 Net change in cash flow hedges, net of tax of $ 1 , $ 3 , $ 1 and $ 24 , respectively 21 ( 17 ) 19 ( 99 ) Total other comprehensive (loss) income ( 180 ) 142 ( 238 ) 168 Comprehensive income $ 335 $ 645 $ 731 $ 1,138 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents KEURIG DR PEPPER INC. CONDENSED CONSOLIDATED BALANCE SHEETS ( UNAUDITED ) June 30, December 31, (in millions, except share and per share data) 2024 2023 Assets Current assets: Cash and cash equivalents $ 438 $ 267 Trade accounts receivable, net 1,390 1,368 Inventories 1,252 1,142 Prepaid expenses and other current assets 739 598 Total current assets 3,819 3,375 Property, plant, and equipment, net 2,680 2,699 Investments in unconsolidated affiliates 1,468 1,387 Goodwill 20,081 20,202 Other intangible assets, net 23,108 23,287 Other non-current assets 1,144 1,149 Deferred tax assets 44 31 Total assets $ 52,344 $ 52,130 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 3,099 $ 3,597 Accrued expenses 1,302 1,242 Structured payables 91 117 Short-term borrowings and current portion of long-term obligations 2,399 3,246 Other current liabilities 618 714 Total current liabilities 7,509 8,916 Long-term obligations 12,406 9,945 Deferred tax liabilities 5,746 5,760 Other non-current liabilities 1,965 1,833 Total liabilities 27,626 26,454 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, 1,355,763,506 and 1,390,446,043 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 14 14 Additional paid-in capital 19,683 20,788 Retained earnings 4,944 4,559 Accumulated other comprehensive income 77 315 Total stockholders' equity 24,718 25,676 Total liabilities and stockholders’ equity $ 52,344 $ 52,130 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents KEURIG DR PEPPER INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ( UNAUDITED ) First Six Months (in millions) 2024 2023 Operating activities: Net income $ 969 $ 970 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 207 201 Amortization of intangibles 67 69 Other amortization expense 101 91 Provision for sales returns 29 26 Deferred income taxes 17 ( 26 ) Employee stock-based compensation expense 52 57 Loss (gain) on disposal of property, plant and equipment 18 ( 2 ) Unrealized loss (gain) on foreign currency 16 ( 13 ) Unrealized loss (gain) on derivatives 36 ( 31 ) Equity in earnings of unconsolidated affiliates ( 17 ) ( 14 ) Earned equity from distribution arrangements ( 45 ) ( 2 ) Other, net 5 ( 7 ) Changes in assets and liabilities: Trade accounts receivable ( 67 ) 162 Inventories ( 119 ) ( 61 ) Income taxes receivable and payables, net ( 34 ) ( 70 ) Other current and non-current assets ( 180 ) ( 147 ) Accounts payable and accrued expenses ( 314 ) ( 762 ) Other current and non-current liabilities 1 11 Net change in operating assets and liabilities ( 713 ) ( 867 ) Net cash provided by operating activities 742 452 Investing activities: Purchases of property, plant and equipment ( 273 ) ( 149 ) Proceeds from sales of property, plant and equipment 1 8 Purchases of intangibles ( 49 ) ( 55 ) Investments in unconsolidated affiliates ( 7 ) ( 8 ) Other, net ( 1 ) 1 Net cash used in investing activities $ ( 329 ) $ ( 203 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents KEURIG DR PEPPER INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ( UNAUDITED, CONTINUED) First Six Months (in millions) 2024 2023 Financing activities: Proceeds from issuance of Notes $ 3,000 $ — Repayments of Notes ( 1,150 ) — Net (repayment) issuance of commercial paper ( 226 ) 589 Proceeds from structured payables 31 61 Repayments of structured payables ( 60 ) ( 72 ) Cash dividends paid ( 591 ) ( 563 ) Repurchases of common stock ( 1,105 ) ( 457 ) Tax withholdings related to net share settlements ( 43 ) ( 32 ) Payments on finance leases ( 56 ) ( 49 ) Other, net ( 22 ) — Net cash used in financing activities ( 222 ) ( 523 ) Cash and cash equivalents: Net change from operating, investing and financing activities 191 ( 274 ) Effect of exchange rate changes ( 20 ) 17 Beginning balance 267 535 Ending balance $ 438 $ 278 Supplemental cash flow disclosures of non-cash investing activities: Capital expenditures included in accounts payable and accrued expenses $ 173 $ 214 Earned equity from distribution arrangements 45 2 Equity received in exchange for modification of related party contract 19 — Transaction costs included in accounts payable and accrued expenses — 6 Supplemental cash flow disclosures of non-cash financing activities: Dividends declared but not yet paid 292 279 Accrued excise tax on net share repurchases 14 4 Supplemental cash flow disclosures: Cash paid for interest 211 231 Cash paid for income taxes 205 319 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents KEURIG DR PEPPER INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ( UNAUDITED ) Common Stock Issued Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity (in millions, except per share data) Shares Amount Balance as of January 1, 2024 1,390.4 $ 14 $ 20,788 $ 4,559 $ 315 $ 25,676 Net income — — — 454 — 454 Other comprehensive loss — — — — ( 58 ) ( 58 ) Dividends declared, $ 0.215 per share — — — ( 292 ) — ( 292 ) Repurchases of common stock, inclusive of excise tax obligation ( 38.0 ) — ( 1,114 ) — — ( 1,114 ) Shares issued under employee stock-based compensation plans and other 3.2 — — — — — Tax withholdings related to net share settlements — — ( 41 ) — — ( 41 ) Stock-based compensation and stock options exercised — — 28 — — 28 Balance as of March 31, 2024 1,355.6 $ 14 $ 19,661 $ 4,721 $ 257 $ 24,653 Net income — — — 515 — 515 Other comprehensive loss — — — — ( 180 ) ( 180 ) Dividends declared, $ 0.215 per share — — — ( 292 ) — ( 292 ) Shares issued under employee stock-based compensation plans and other 0.2 — — — — — Tax withholdings related to net share settlements — — ( 2 ) — — ( 2 ) Stock-based compensation and stock options exercised — — 24 — — 24 Balance as of June 30, 2024 1,355.8 $ 14 $ 19,683 $ 4,944 $ 77 $ 24,718 6 Table of Contents Common Stock Issued Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Non-controlling Interest Total Equity (in millions, except per share data) Shares Amount Balance as of January 1, 2023 1,408.4 $ 14 $ 21,444 $ 3,539 $ 129 $ 25,126 $ ( 1 ) $ 25,125 Net income — — — 467 — 467 — 467 Other comprehensive income — — — — 26 26 26 Dividends declared, $ 0.20 per share — — — ( 282 ) — ( 282 ) — ( 282 ) Repurchases of common stock, inclusive of excise tax obligation ( 6.6 ) — ( 232 ) — — ( 232 ) — ( 232 ) Shares issued under employee stock-based compensation plans and other 1.9 — — — — — — — Tax withholdings related to net share settlements — — ( 31 ) — — ( 31 ) — ( 31 ) Stock-based compensation and stock options exercised — — 29 — — 29 — 29 Balance as of March 31, 2023 1,403.7 $ 14 $ 21,210 $ 3,724 $ 155 $ 25,103 $ ( 1 ) $ 25,102 Net income — — — 503 — 503 — 503 Other comprehensive income — — — — 142 142 — 142 Dividends declared, $ 0.20 per share — — — ( 279 ) — ( 279 ) — ( 279 ) Repurchases of common stock, inclusive of excise tax obligation ( 7.0 ) — ( 229 ) — — ( 229 ) — ( 229 ) Shares issued under employee stock-based compensation plans and other 0.2 — — — — — — — Tax withholdings related to net share settlements — — ( 1 ) — — ( 1 ) — ( 1 ) Stock-based compensation and stock options exercised — — 29 — — 29 — 29 Balance as of June 30, 2023 1,396.9 $ 14 $ 21,009 $ 3,948 $ 297 $ 25,268 $ ( 1 ) $ 25,267 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. General ORGANIZATION References in this Quarterly Report on Form 10-Q to "KDP", "the Company", "we", or "our", refer to Keurig Dr Pepper Inc. and all wholly-owned subsidiaries included in the unaudited condensed consolidated financial statements. Definitions of terms used in this Quarterly Report on Form 10-Q are included within the Master Glossary. This Quarterly Report on Form 10-Q refers to some of our owned or licensed trademarks, trade names and service marks, which are referred to as our brands. All of the product names included herein are either KDP registered trademarks or those of our licensors. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and accompanying notes included in our Annual Report. References to the "second quarter" indicate the quarterly periods ended June 30, 2024 and 2023. USE OF ESTIMATES The process of preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect reported amounts. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates . RECLASSIFICATIONS We reclassified amounts in the Financing Activities section of the unaudited condensed consolidated Statement of Cash Flows for the first six months of 2023 in order to conform to current year presentation, as maturities for the Company’s commercial paper program in both periods are 90 days or less. (in millions) Prior Presentation First Six Months of 2023 Net (repayment) issuance of commercial paper Proceeds from issuance of commercial paper $ 18,187 Net (repayment) issuance of commercial paper Repayments of commercial paper ( 17,598 ) 2. Long-term Obligations and Borrowing Arrangements The following table summarizes our long-term obligations: (in millions) June 30, 2024 December 31, 2023 Notes $ 12,935 $ 11,095 Less: current portion of long-term obligations ( 529 ) ( 1,150 ) Long-term obligations $ 12,406 $ 9,945 8 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) The following table summarizes our short-term borrowings and current portion of long-term obligations: (in millions) June 30, 2024 December 31, 2023 Commercial paper notes $ 1,870 $ 2,096 Current portion of long-term obligations 529 1,150 Short-term borrowings and current portion of long-term obligations $ 2,399 $ 3,246 SENIOR UNSECURED NOTES Our Notes consisted of the following: (in millions, except %) Maturity Date Rate June 30, 2024 December 31, 2023 2024 Notes March 15, 2024 0.750 % $ — $ 1,150 2025 Merger Notes May 25, 2025 4.417 % 529 529 2025 Notes November 15, 2025 3.400 % 500 500 2026 Notes September 15, 2026 2.550 % 400 400 2027-B Notes March 15, 2027 Floating (2) 350 — 2027-C Notes March 15, 2027 5.100 % 750 — 2027 Notes June 15, 2027 3.430 % 500 500 2028 Merger Notes May 25, 2028 4.597 % 1,112 1,112 2029-B Notes March 15, 2029 5.050 % 750 — 2029 Notes April 15, 2029 3.950 % 1,000 1,000 2030 Notes May 1, 2030 3.200 % 750 750 2031 Notes March 15, 2031 2.250 % 500 500 2031-B Notes March 15, 2031 5.200 % 500 — 2032 Notes April 15, 2032 4.050 % 850 850 2034 Notes March 15, 2034 5.300 % 650 — 2038 Merger Notes May 25, 2038 4.985 % 211 211 2045 Notes November 15, 2045 4.500 % 550 550 2046 Notes December 15, 2046 4.420 % 400 400 2048 Merger Notes May 25, 2048 5.085 % 391 391 2050 Notes May 1, 2050 3.800 % 750 750 2051 Notes March 15, 2051 3.350 % 500 500 2052 Notes April 15, 2052 4.500 % 1,150 1,150 Principal amount 13,093 11,243 Adjustment from principal amount to carrying amount (1) ( 158 ) ( 148 ) Carrying amount $ 12,935 $ 11,095 (1) The carrying amount includes unamortized discounts, debt issuance costs and fair value adjustments related to the DPS Merger. (2) The 2027-B Notes bear interest at a rate equal to Compounded SOFR (as defined in the respective indenture) plus 0.88 % per annum, and the rate is reassessed quarterly. On March 7, 2024, we completed the issuance of the 2027-B Notes, the 2027-C Notes, the 2029-B Notes, the 2031-B Notes, and the 2034 Notes, with an aggregate principal amount of $ 3 billion. The discount associated with these notes was approximately $ 5 million, and the Company incurred $ 16 million in debt issuance costs. The proceeds from the issuance were used for our share repurchase program, to repay outstanding commercial paper, and to repay the 2024 Notes at maturity, with the remainder intended for general corporate purposes. 9 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) VARIABLE-RATE BORROWING ARRANGEMENTS Revolving Credit Agreement The following table summarizes information about the Revolving Credit Agreement: Amounts Outstanding (in millions) Maturity Date Capacity June 30, 2024 December 31, 2023 Revolving Credit Agreement (1) February 23, 2027 $ 4,000 $ — $ — (1) The Revolving Credit Agreement has $ 200 million letters of credit available, none of which were utilized as of June 30, 2024. As of June 30, 2024, KDP was in compliance with its minimum interest coverage ratio relating to the Revolving Credit Agreement . Commercial Paper Program The following table provides information about our weighted average borrowings under our commercial paper program: Second Quarter First Six Months (in millions, except %) 2024 2023 2024 2023 Weighted average commercial paper borrowings $ 2,305 $ 1,174 $ 2,381 $ 840 Weighted average borrowing rates 5.59 % 5.25 % 5.61 % 5.14 % Letter of Credit Facility In addition to the portion of the Revolving Credit Agreement reserved for issuance of letters of credit, KDP has an incremental letter of credit facility. Under this facility, $ 150 million is available for the issuance of letters of credit, $ 56 million of which was utilized as of June 30, 2024 and $ 94 million of which remains available for use. FAIR VALUE DISCLOSURES The fair value of our commercial paper approximates the carrying value and is considered Level 2 within the fair value hierarchy. The fair values of our Notes are based on current market rates available to us and are considered Level 2 within the fair value hierarchy. The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all the Notes and related unamortized costs to be incurred at such date. The fair value of our Notes was $ 12,027 million and $ 10,486 million as of June 30, 2024 and December 31, 2023, respectively. 10 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 3. Goodwill and Other Intangible Assets GOODWILL Changes in the carrying amount of goodwill by reportable segment are as follows: (in millions) U.S. Refreshment Beverages U.S. Coffee International Total Balance as of January 1, 2024 $ 8,714 $ 8,622 $ 2,866 $ 20,202 Foreign currency translation — — ( 121 ) ( 121 ) Balance as of June 30, 2024 $ 8,714 $ 8,622 $ 2,745 $ 20,081 INTANGIBLE ASSETS OTHER THAN GOODWILL The net carrying amounts of intangible assets other than goodwill with indefinite lives are as follows: (in millions) June 30, 2024 December 31, 2023 Brands (1) $ 19,321 $ 19,476 Trade names 2,478 2,478 Distribution rights (2) 200 155 Total $ 21,999 $ 22,109 (1) The change in brands with indefinite lives was driven by foreign currency translation of $ 155 million during the first six months of 2024. (2) The change in distribution rights with indefinite lives was primarily driven by acquired distribution rights related to Electrolit of $ 49 million. The net carrying amounts of intangible assets other than goodwill with definite lives are as follows: June 30, 2024 December 31, 2023 (in millions) Gross Amount Accumulated Amortization Net Amount Gross Amount Accumulated Amortization Net Amount Acquired technology $ 1,146 $ ( 585 ) $ 561 $ 1,146 $ ( 548 ) $ 598 Customer relationships 637 ( 253 ) 384 638 ( 236 ) 402 Contractual arrangements 145 ( 16 ) 129 146 ( 13 ) 133 Trade names 126 ( 119 ) 7 126 ( 114 ) 12 Brands 51 ( 29 ) 22 51 ( 25 ) 26 Distribution rights 29 ( 23 ) 6 29 ( 22 ) 7 Total $ 2,134 $ ( 1,025 ) $ 1,109 $ 2,136 $ ( 958 ) $ 1,178 Amortization expense for intangible assets with definite lives was as follows: Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Amortization expense $ 34 $ 35 $ 67 $ 69 11 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 4. Derivatives KDP is exposed to market risks arising from adverse changes in interest rates, commodity prices, and FX rates. KDP manages these risks through a variety of strategies, including the use of interest rate contracts, FX forward contracts, commodity forward, future, swap and option contracts and supplier pricing agreements. KDP does not hold or issue derivative financial instruments for trading or speculative purposes. We formally designate and account for certain foreign exchange forward contracts and interest rate contracts that meet established accounting criteria under U.S. GAAP as cash flow hedges. For such contracts, the effective portion of the gain or loss on the derivative instruments is recorded, net of applicable taxes, in AOCI. When net income is affected by the variability of the underlying transaction, the applicable offsetting amount of the gain or loss from the derivative instrument deferred in AOCI is reclassified to net income. Cash flows from derivative instruments designated in a qualifying hedging relationship are classified in the same category as the cash flows from the hedged items. If a cash flow hedge were to cease to qualify for hedge accounting, or were terminated, the derivatives would continue to be carried on the balance sheet at fair value until settled, and hedge accounting would be discontinued prospectively. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCI would be reclassified to earnings at that time. For derivatives that are not designated or for which the designated hedging relationship is discontinued, the gain or loss on the instrument is recognized in earnings in the period of change. We have exposure to credit losses from derivative instruments in an asset position in the event of nonperformance by the counterparties to the agreements. Historically, we have not experienced material credit losses as a result of counterparty nonperformance. We select and periodically review counterparties based on credit ratings, limit our exposure to a single counterparty under defined guidelines, and monitor the market position of the programs upon execution of a hedging transaction and at least on a quarterly basis. INTEREST RATES Economic Hedges We are exposed to interest rate risk related to our borrowing arrangements and obligations. We enter into interest rate contracts to provide predictability in our overall cost structure and to manage the balance of fixed-rate and variable-rate debt. We primarily enter into receive-fixed, pay-variable and receive-variable, pay-fixed swaps and swaption contracts. A natural hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are generally reported in interest expense in the unaudited Condensed Consolidated Statements of Income. As of June 30, 2024, economic interest rate derivative instruments have maturities ranging from September 2024 to July 2043. Cash Flow Hedges As of December 31, 2023, we had $ 500 million of notional amount of forward starting swaps which had been de-designated and terminated; however, as the forecasted debt transaction was still considered probable, the fair value of the instruments as of the de-designation remained within AOCI. In March 2024, the forecasted debt transaction took place with the issuance of the 2034 Notes, and the fair value of the instruments began amortizing to Interest expense, net over the term of the 2034 Notes. FOREIGN EXCHANGE We are exposed to foreign exchange risk in our international subsidiaries or with certain counterparties in foreign jurisdictions, which may transact in currencies that are different from the functional currencies of our legal entities. Additionally, the balance sheets of our Canadian and Mexican businesses are subject to exposure from movements in exchange rates. 12 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Economic Hedges We hold FX forward contracts to economically manage the balance sheet exposures resulting from changes in the FX rates described above. The intent of these FX contracts is to minimize the impact of FX risk associated with balance sheet positions not in local currency. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same caption of the unaudited Condensed Consolidated Statements of Income as the associated risk. As of June 30, 2024, these FX contracts have maturities ranging from July 2024 to March 2025. Cash Flow Hedges We designate certain FX forward contracts as cash flow hedges in order to manage the exposures resulting from changes in the FX rates described above. These designated FX forward contracts relate to forecasted inventory purchases in U.S. dollars of our Canadian and Mexican businesses. The intent of these FX contracts is to provide predictability in the Company's overall cost structure. As of June 30, 2024, these FX contracts have maturities ranging from July 2024 to December 2025. COMMODITIES Economic Hedges We centrally manage the exposure to volatility in the prices of certain commodities used in our production process and transportation through various derivative contracts. We generally hold some combination of future, swap and option contracts that economically hedge certain of our risks. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items or as an offset to certain costs of production. Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same line item of the unaudited Condensed Consolidated Statements of Income as the hedged transaction. Unrealized gains and losses are recognized as a component of unallocated corporate costs until our reportable segments are affected by the completion of the underlying transaction, at which time the gain or loss is reflected as a component of the respective segment's income from operations. As of June 30, 2024, these commodity contracts have maturities ranging from July 2024 to January 2026. NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS The following table presents the notional amounts of our outstanding derivative instruments by type: (in millions) June 30, 2024 December 31, 2023 Interest rate contracts Forward starting swaps, not designated as hedging instruments $ 1,700 $ 1,700 Swaptions, not designated as hedging instruments 850 3,200 FX contracts Forward contracts, not designated as hedging instruments 513 710 Forward contracts, designated as cash flow hedges 561 425 Commodity contracts, not designated as hedging instruments (1) 494 500 (1) Notional value for commodity contracts is calculated as the expected volume times strike price per unit on a gross basis. FAIR VALUE OF DERIVATIVE INSTRUMENTS The fair values of commodity contracts, interest rate contracts and FX forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The fair value of commodity contracts are valued using the market approach based on observable market transactions, primarily underlying commodities futures or physical index prices, at the reporting date. Interest rate contracts are valued using models based primarily on readily observable market parameters, such as SOFR forward rates, for all substantial terms of our 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, we have categorized these contracts as Level 2. 13 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Not Designated as Hedging Instruments The following table summarizes the location of the fair value of our derivative instruments which are not designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets. All such instruments are considered level 2 within the fair value hierarchy. (in millions) Balance Sheet Location June 30, 2024 December 31, 2023 Assets: FX contracts Prepaid expenses and other current assets $ 7 $ 5 Commodity contracts Prepaid expenses and other current assets 22 9 Commodity contracts Other non-current assets 3 3 Liabilities: Interest rate contracts Other current liabilities 11 80 FX contracts Other current liabilities 1 3 Commodity contracts Other current liabilities 50 53 Interest rate contracts Other non-current liabilities 322 186 FX contracts Other non-current liabilities — 4 Commodity contracts Other non-current liabilities 2 11 Designated as Hedging Instruments The following table summarizes the location of the fair value of our derivative instruments which are designated as hedging instruments within the unaudited Condensed Consolidated Balance Sheets. All such instruments are designated level 2 within the fair value hierarchy. (in millions) Balance Sheet Location June 30, 2024 December 31, 2023 Assets: FX contracts Prepaid expenses and other current assets $ 10 $ 1 FX contracts Other non-current assets 2 — Liabilities: FX contracts Other current liabilities 2 14 IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS The following table presents the amount of (gains) losses, net, recognized in the unaudited Condensed Consolidated Statements of Income related to derivative instruments not designated as hedging instruments under U.S. GAAP during the periods presented. Amounts include both realized and unrealized gains and losses. Income Statement Location Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Interest rate contracts Interest expense, net $ 26 $ 41 $ 52 $ ( 55 ) FX contracts Cost of sales ( 1 ) ( 1 ) ( 2 ) — FX contracts Other income, net ( 2 ) 5 ( 8 ) 5 Commodity contracts Cost of sales 7 24 22 9 Commodity contracts SG&A expenses 3 4 ( 9 ) 18 14 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) IMPACT OF CASH FLOW HEDGES The following table presents the amount of (gains) losses, net, reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income related to derivative instruments designated as cash flow hedging instruments during the periods presented: Income Statement Location Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Interest rate contracts Interest expense, net $ ( 4 ) $ ( 2 ) $ ( 6 ) $ ( 70 ) FX contracts Cost of sales 2 ( 4 ) 2 ( 5 ) We expect to reclassify approximately $ 13 million and $ 7 million of pre-tax net gains from AOCI into net income during the next twelve months related to interest rate contracts and FX contracts, respectively. 5. Leases The following table presents the components of lease cost: Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Operating lease cost $ 43 $ 39 $ 85 $ 78 Finance lease cost Amortization of right-of-use assets 30 17 60 39 Interest on lease liabilities 7 6 14 12 Variable lease cost (1) 10 10 20 20 Short-term lease cost — — 1 — Total lease cost $ 90 $ 72 $ 180 $ 149 (1) Variable lease cost primarily consists of common area maintenance costs, property taxes, and adjustments for inflation. The following table presents supplemental cash flow and other information about our leases: First Six Months (in millions) 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 80 $ 73 Operating cash flows from finance leases 14 12 Financing cash flows from finance leases 56 49 Right-of-use assets obtained in exchange for lease obligations: Operating leases 44 42 Finance leases 53 36 The following table presents information about our weighted average discount rate and remaining lease term: June 30, 2024 December 31, 2023 Weighted average discount rate Operating leases 5.3 % 5.3 % Finance leases 4.2 % 3.9 % Weighted average remaining lease term Operating leases 9 years 10 years Finance leases 9 years 9 years 15 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Future minimum lease payments for non-cancellable leases that have commenced and are reflected on the unaudited Condensed Consolidated Balance Sheets as of June 30, 2024 were as follows: (in millions) Operating Leases Finance Leases Remainder of 2024 $ 67 $ 67 2025 158 133 2026 146 170 2027 123 80 2028 94 69 2029 88 61 Thereafter 456 288 Total future minimum lease payments 1,132 868 Less: imputed interest ( 242 ) ( 147 ) Present value of minimum lease payments $ 890 $ 721 SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED As of June 30, 2024, we have entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $ 238 million. These leases are expected to commence between the third quarter of 2024 through 2027, with initial lease terms ranging from 1 year to 10 years. 6. Segments Our operating and reportable segments consist of the following: • The U.S. Refreshment Beverages segment reflects sales in the U.S. from the manufacture and distribution of branded concentrates, syrup, and finished beverages, including the sales of our own brands and third-party brands, to third-party bottlers, distributors, and retailers. • The U.S. Coffee segment reflects sales in the U.S. from the manufacture and distribution of finished goods relating to our K-Cup pods, single-serve brewers and accessories, and other coffee products to partners, retailers, and directly to consumers through the Keurig.com website. • The International segment reflects sales in international markets, including the following: ◦ Sales in Canada, Mexico, the Caribbean, and other international markets from the manufacture and distribution of branded concentrates, syrup, and finished beverages, including sales of our own brands and third-party brands, to third-party bottlers, distributors, and retailers. ◦ Sales in Canada from the manufacture and distribution of finished goods relating to our single-serve brewers, K-Cup pods, and other coffee products. 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 our 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 our measurement of segment performance and include unrealized commodity derivative gains and losses, and certain general corporate expenses. 16 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) Information about our operations by reportable segment is as follows: Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Segment Results – Net sales U.S. Refreshment Beverages $ 2,407 $ 2,330 $ 4,500 $ 4,337 U.S. Coffee 950 970 1,861 1,901 International 565 489 1,029 904 Net sales $ 3,922 $ 3,789 $ 7,390 $ 7,142 Segment Results – Income from operations U.S. Refreshment Beverages $ 717 $ 629 $ 1,332 $ 1,119 U.S. Coffee 228 250 476 482 International 150 112 262 192 Unallocated corporate costs ( 234 ) ( 222 ) ( 444 ) ( 440 ) Income from operations $ 861 $ 769 $ 1,626 $ 1,353 7. Revenue Recognition We recognize revenue when obligations under the terms of a contract with the customer are satisfied. Branded product sales, which include LRB, K-Cup pods and appliances, occur once control is transferred. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods. The amount of consideration we receive, and revenue we recognize, varies with changes in customer incentives that we offer our customers and end consumers. 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. 17 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) The following table disaggregates our revenue by product portfolio and by reportable segment: (in millions) U.S. Refreshment Beverages U.S. Coffee International Total For the second quarter of 2024: LRB $ 2,372 $ 10 $ 394 $ 2,776 K-Cup pods — 745 118 863 Appliances — 165 17 182 Other 35 30 36 101 Net sales $ 2,407 $ 950 $ 565 $ 3,922 For the second quarter of 2023: LRB $ 2,296 $ — $ 331 $ 2,627 K-Cup pods — 761 108 869 Appliances — 176 14 190 Other 34 33 36 103 Net sales $ 2,330 $ 970 $ 489 $ 3,789 For the first six months of 2024: LRB $ 4,434 $ 14 $ 693 $ 5,141 K-Cup pods — 1,492 233 1,725 Appliances — 293 30 323 Other 66 62 73 201 Net sales $ 4,500 $ 1,861 $ 1,029 $ 7,390 For the first six months of 2023: LRB $ 4,266 $ — $ 584 $ 4,850 K-Cup pods — 1,532 225 1,757 Appliances — 301 26 327 Other 71 68 69 208 Net sales $ 4,337 $ 1,901 $ 904 $ 7,142 LRB represents net sales of owned, licensed, and partner brands within our portfolio and includes branded concentrates, syrup, and finished beverages, including contract manufacturing of our branded products for our bottlers and distributors. K-Cup pods represents net sales from owned, licensed, and partner brands and private label owners. Net sales for partner brands and private label owners are contractual and long-term in nature. 18 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 8. Earnings Per Share The following table presents basic and diluted EPS and shares outstanding: Second Quarter First Six Months (in millions, except per share data) 2024 2023 2024 2023 Net income $ 515 $ 503 $ 969 $ 970 Weighted average common shares outstanding 1,355.6 1,400.3 1,368.2 1,403.2 Dilutive effect of stock-based awards 5.6 8.8 6.2 9.9 Weighted average common shares outstanding and common stock equivalents 1,361.2 1,409.1 1,374.4 1,413.1 Basic EPS $ 0.38 $ 0.36 $ 0.71 $ 0.69 Diluted EPS 0.38 0.36 0.70 0.69 Anti-dilutive shares excluded from the diluted weighted average shares outstanding calculation 0.9 1.0 0.9 1.0 9. Stock-Based Compensation The components of stock-based compensation expense are presented below: Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Total stock-based compensation expense $ 24 $ 28 $ 52 $ 57 Income tax benefit ( 4 ) ( 4 ) ( 8 ) ( 9 ) Stock-based compensation expense, net of tax $ 20 $ 24 $ 44 $ 48 RESTRICTED SHARE UNITS The table below summarizes RSU activity : RSUs Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2023 15,748,820 $ 29.42 1.7 $ 525 Granted 4,136,594 26.44 Vested and released ( 4,732,661 ) 26.51 140 Forfeited ( 666,231 ) 30.14 Outstanding as of June 30, 2024 14,486,522 $ 29.49 2.2 $ 484 As of June 30, 2024, there was $ 211 million of unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted average period of 3.4 years. 19 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 10. Investments The following table summarizes our investments in unconsolidated affiliates: June 30, December 31, (in millions) 2024 2023 Nutrabolt (1) $ 1,025 $ 960 Chobani 308 307 Tractor (2) 60 44 Athletic Brewing 50 50 Beverage startup companies 5 5 Other 20 21 Investments in unconsolidated affiliates $ 1,468 $ 1,387 (1) We hold a 34.9 % interest on an as-converted basis in Nutrabolt, consisting of 32.0 % in Class A preferred shares acquired through our December 2022 investment, which are treated as in-substance common stock, and 2.9 % in Class B common shares earned through the achievement of certain milestones included in our distribution agreement with Nutrabolt. (2) In May 2024, we modified our sales agent contract with Tractor. In exchange, we received additional equity interests, raising our total interest to 23.0 % as of June 30, 2024. 11. Income Taxes Our effective tax rates were as follows: Second Quarter First Six Months 2024 2023 2024 2023 Effective tax rate 23.4 % 17.9 % 23.5 % 18.8 % The change in our effective tax rate was largely driven by a shift in the mix of income from lower tax jurisdictions to higher tax jurisdictions and the unfavorable comparison to the prior year tax benefit received from a non-cash adjustment. 20 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 12. Accumulated Other Comprehensive Income The following table provides a summary of changes in AOCI, net of taxes: (in millions) Foreign Currency Translation Adjustments Pension and Post-Retirement Benefit Liabilities Cash Flow Hedges Accumulated Other Comprehensive Income For the second quarter of 2024: Beginning balance $ 146 $ ( 14 ) $ 125 $ 257 Other comprehensive (loss) income ( 201 ) — 22 ( 179 ) Amounts reclassified from AOCI — — ( 1 ) ( 1 ) Total other comprehensive (loss) income ( 201 ) — 21 ( 180 ) Balance as of June 30, 2024 $ ( 55 ) $ ( 14 ) $ 146 $ 77 For the second quarter of 2023: Beginning balance $ 22 $ ( 10 ) $ 143 $ 155 Other comprehensive income (loss) 159 — ( 12 ) 147 Amounts reclassified from AOCI — — ( 5 ) ( 5 ) Total other comprehensive income (loss) 159 — ( 17 ) 142 Balance as of June 30, 2023 $ 181 $ ( 10 ) $ 126 $ 297 For the first six months of 2024: Beginning balance $ 202 $ ( 14 ) $ 127 $ 315 Other comprehensive (loss) income ( 257 ) — 22 ( 235 ) Amounts reclassified from AOCI — — ( 3 ) ( 3 ) Total other comprehensive (loss) income ( 257 ) — 19 ( 238 ) Balance as of June 30, 2024 $ ( 55 ) $ ( 14 ) $ 146 $ 77 For the first six months of 2023: Beginning balance $ ( 86 ) $ ( 10 ) $ 225 $ 129 Other comprehensive income (loss) 267 — ( 41 ) 226 Amounts reclassified from AOCI — — ( 58 ) ( 58 ) Total other comprehensive income (loss) 267 — ( 99 ) 168 Balance as of June 30, 2023 $ 181 $ ( 10 ) $ 126 $ 297 The following table presents the amount of (gains) losses reclassified from AOCI into the unaudited Condensed Consolidated Statements of Income: Second Quarter First Six Months (in millions) Income Statement Caption 2024 2023 2024 2023 Cash Flow Hedges: Interest rate contracts (1) Interest expense $ ( 4 ) $ ( 2 ) $ ( 6 ) $ ( 70 ) FX contracts Cost of sales 2 ( 4 ) 2 ( 5 ) Total ( 2 ) ( 6 ) ( 4 ) ( 75 ) Income tax expense 1 1 1 17 Total, net of tax $ ( 1 ) $ ( 5 ) $ ( 3 ) $ ( 58 ) (1) Amounts reclassified from AOCI into interest expense during the first six months of 2023 include the realized gains associated with the termination of forward starting swaps designated as cash flow hedges of approximately $ 66 million. 21 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 13. Other Financial Information SELECTED BALANCE SHEET INFORMATION The tables below provide selected financial information from the unaudited Condensed Consolidated Balance Sheets: June 30, December 31, (in millions) 2024 2023 Inventories: Raw materials $ 462 $ 409 Work-in-progress 10 12 Finished goods 801 742 Total 1,273 1,163 Allowance for excess and obsolete inventories ( 21 ) ( 21 ) Total Inventories $ 1,252 $ 1,142 Prepaid expenses and other current assets: Other receivables $ 118 $ 135 Prepaid income taxes 226 196 Customer incentive programs 83 24 Derivative instruments 39 15 Prepaid marketing 29 20 Spare parts 120 111 Income tax receivable 16 16 Other 108 81 Total prepaid expenses and other current assets $ 739 $ 598 Other non-current assets: Operating lease right-of-use assets $ 855 $ 876 Customer incentive programs 46 45 Derivative instruments 5 3 Equity securities 75 69 Other 163 156 Total other non-current assets $ 1,144 $ 1,149 Equity Securities Fair values of equity securities are determined using quoted market prices from daily exchange traded markets, based on the closing price as of the balance sheet date, and are classified as Level 1. Unrealized mark-to-market gains and losses are recorded to Other income, net. The following table presents the amount of unrealized mark-to-market (gains) losses, net, on our equity securities recognized in the unaudited Condensed Consolidated Statements of Income related to these securities during the periods presented. Second Quarter First Six Months (in millions) 2024 2023 2024 2023 Unrealized mark-to-market (gains) losses Vita Coco $ ( 5 ) $ ( 9 ) $ ( 3 ) $ ( 17 ) Rabbi trust — ( 2 ) ( 2 ) ( 4 ) 22 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) June 30, December 31, (in millions) 2024 2023 Accrued expenses: Accrued customer trade $ 432 $ 477 Accrued compensation 155 208 Insurance reserve 64 50 Accrued interest 112 72 Other accrued expenses 539 435 Total accrued expenses $ 1,302 $ 1,242 Other current liabilities: Dividends payable $ 292 $ 299 Income taxes payable 26 29 Operating lease liability 117 114 Finance lease liability 106 106 Derivative instruments 64 150 Other 13 16 Total other current liabilities $ 618 $ 714 Other non-current liabilities: Operating lease liability $ 773 $ 793 Finance lease liability 615 620 Pension and post-retirement liability 31 35 Insurance reserves 107 85 Derivative instruments 324 201 Deferred compensation liability 33 32 Other 82 67 Total other non-current liabilities $ 1,965 $ 1,833 Accounts Payable We have agreements with third party administrators which allow participating suppliers to track our payment obligations, and, if voluntarily elected by the supplier, to sell our payment obligations 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, including amounts due and scheduled payment terms, 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. Outstanding obligations confirmed as valid included in accounts payable as of June 30, 2024 and December 31, 2023 were $ 1,815 million and $ 2,389 million, respectively. 23 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 14. Commitments and Contingencies KDP is occasionally subject to litigation or other legal proceedings. Reserves are recorded for specific legal proceedings when the Company determines that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. We had litigation reserves of $ 8 million and $ 12 million, respectively, as of June 30, 2024 and December 31, 2023. We have 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. We do not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on our results of operations, financial condition, or liquidity. ANTITRUST LITIGATION In February 2014, TreeHouse Foods, Inc. and certain affiliated entities filed suit against KDP’s wholly-owned subsidiary, Keurig (formerly known as Green Mountain Coffee Roasters, Inc.), in the U.S. District Court for the Southern District of New York (“SDNY”) (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al.). The TreeHouse complaint asserted claims under the federal antitrust laws and various state laws, contending that Keurig had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The TreeHouse complaint sought treble monetary damages, declaratory relief, injunctive relief and attorneys’ fees. In the months that followed, a number of additional actions, including claims from another coffee manufacturer (JBR, Inc.), as well as putative class actions on behalf of direct and indirect purchasers of Keurig’s products, were filed in various federal district courts, asserting claims and seeking relief substantially similar to the claims asserted and relief sought in the TreeHouse complaint. Additional similar actions were filed by individual direct purchasers (including McLane Company, Inc., BJ’s Wholesale Club, Inc., Winn-Dixie Stores Inc. and Bi-Lo Holding LLC) in 2019 and in 2021. All of these actions were transferred to the SDNY for coordinated pre-trial proceedings (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation) (the “Multidistrict Antitrust Litigation”). In July 2020, Keurig reached an agreement with one of the plaintiff groups in the Multidistrict Antitrust Litigation, the putative indirect purchaser class, to settle the claims asserted for $ 31 million. The settlement class consisted of individuals and entities in the United States that purchased, from persons other than Keurig and not for purposes of resale, Keurig manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The settlement was approved and paid, and the indirect purchasers’ claims have been dismissed. Discovery in all remaining matters pending in the Multidistrict Antitrust Litigation is concluded, with the plaintiffs collectively claiming more than $ 5 billion of monetary damages. Keurig strongly disputes the merits of the claims and the calculation of damages. As a result, Keurig has fully briefed summary judgment motions that, if successful, would end the cases entirely. Keurig has also fully briefed other significant motions, including challenges to the validity of plaintiffs’ damages calculations. Keurig is also pursuing its opposition to direct purchaser plaintiffs’ motion for class certification. Certain of Keurig’s motions and opposition have been pending in the SDNY since 2021, with others pending since 2023. Keurig intends to continue vigorously defending the remaining lawsuits. At this time, we are unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on us or our results of operations. Accordingly, we have not accrued for a loss contingency. Additionally, as the timelines in these cases may be beyond our control, we can provide no assurance as to whether or when there will be material developments in these matters. 24 Table of Contents KEURIG DR PEPPER INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED, CONTINUED) 15. Restructuring RESTRUCTURING PROGRAMS 2023 CEO Succession and Associated Realignment In 2023, we began to enact several organization movements to ensure succession plans, to reinforce enterprise capabilities to support growth, and to control costs. A key component of the program was the appointment of Tim Cofer as Chief Operating Officer, effective November 6, 2023, with Mr. Cofer succeeding Robert Gamgort as our CEO during the second quarter of 2024. We are also realigning our executive and operating leadership structure to enable faster decision making and to better support various strategic initiatives. The program is expected to incur charges of approximately $ 55 million, primarily driven by severance costs, which are expected to be incurred through 2024, and the sign-on bonus for Mr. Cofer as our new Chief Operating Officer. 2024 Network Optimization In March 2024, we announced the closure of our manufacturing facility in Williston, Vermont, with operations and employees to be relocated to other existing manufacturing locations, in order to more effectively and efficiently meet the needs of consumers and customers. The relocation began during the second quarter of 2024, and the restructuring program is expected to incur pre-tax restructuring charges in an estimated range of $ 30 million to $ 40 million , primarily comprised of asset related costs, through the third quarter of 2024. RESTRUCTURING CHARGES Restructuring and integration expenses for the defined programs during the periods presented were as follows: Second Quarter First Six Months (in millions) 2024 2023 2024 2023 2023 CEO Succession and Associated Realignment $ 11 $ — $ 13 $ — 2024 Network Optimization 19 — 21 — RESTRUCTURING LIABILITIES 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, primarily consisting of workforce reduction costs, were as follows: (in millions) Restructuring Liabilities Balance as of January 1, 2024 $ 27 Charges to expense 6 Cash payments ( 6 ) Balance as of June 30, 2024 $ 27 16. Transactions with Related Parties REPURCHASE OF KDP COMMON STOCK In March 2024, JAB BevCo B.V., a subsidiary of JAB, sold 100 million shares of KDP’s common stock through an underwritten secondary offering. In connection with this offering, we repurchased 35 million shares at the per-share price paid by the underwriter, for a total of $ 1,012 million, which was effected under our existing share repurchase program. 25 Table of Contents