e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
OR
     
o   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
(DR PEPPER SNAPPLE GROUP INC. LOGO)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  98-0517725
(I.R.S. employer
identification number)
     
5301 Legacy Drive, Plano, Texas
(Address of principal executive offices)
  75024
(Zip code)
(972) 673-7000
(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          þ No          o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes          þ No          o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ
  Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o
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          o No          þ
As of May 3, 2010, there were 245,690,524 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
 
 

 


 

DR PEPPER SNAPPLE GROUP, INC.
FORM 10-Q
INDEX
         
      Page
       
    1  
    1  
    2  
    3  
    4  
    27  
    38  
    39  
 
       
       
    40  
    40  
    40  
    41  
 EX-10.1
 EX-10.2
 EX-10.3
 EX-12.1
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT

ii


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2010 and 2009
(Unaudited, in millions, except per share data)
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
                 
    For the  
    Three Months Ended  
    March 31,  
    2010     2009  
Net sales
  $ 1,248     $ 1,260  
Cost of sales
    496       531  
 
           
Gross profit
    752       729  
Selling, general and administrative expenses
    531       499  
Depreciation and amortization
    31       27  
Other operating expense (income), net
    3       (62 )
 
           
Income from operations
    187       265  
Interest expense
    34       55  
Interest income
    (1 )     (1 )
Other income, net
    (3 )     (3 )
 
           
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries
    157       214  
Provision for income taxes
    68       82  
 
           
Income before equity in earnings of unconsolidated subsidiaries
    89       132  
Equity in earnings of unconsolidated subsidiaries, net of tax
           
 
           
Net income
  $ 89     $ 132  
 
           
 
               
Earnings per common share:
               
Basic
  $ 0.35     $ 0.52  
Diluted
  $ 0.35     $ 0.52  
 
               
Weighted average common shares outstanding:
               
Basic
    253.3       254.2  
Diluted
    255.1       254.3  
 
               
Cash dividends declared per common share:
  $ 0.15     $  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 2010 and December 31, 2009
(Unaudited, in millions except share and per share data)
                 
    March 31,     December 31,  
    2010     2009  
Assets
Current assets:
               
Cash and cash equivalents
  $ 571     $ 280  
Accounts receivable:
               
Trade, net
    529       540  
Other
    32       32  
Inventories
    270       262  
Deferred tax assets
    59       53  
Prepaid expenses and other current assets
    169       112  
 
           
Total current assets
    1,630       1,279  
Property, plant and equipment, net
    1,106       1,109  
Investments in unconsolidated subsidiaries
    10       9  
Goodwill
    2,984       2,983  
Other intangible assets, net
    2,702       2,702  
Other non-current assets
    543       543  
Non-current deferred tax assets
    142       151  
 
           
Total assets
  $ 9,117     $ 8,776  
 
           
Liabilities and Stockholders’ Equity
Current liabilities:
               
Accounts payable and accrued expenses
  $ 798     $ 850  
Deferred revenue
    36        
Income taxes payable
    16       4  
 
           
Total current liabilities
    850       854  
Long-term obligations
    2,566       2,960  
Non-current deferred tax liabilities
    1,042       1,038  
Non-current deferred revenue
    861        
Other non-current liabilities
    736       737  
 
           
Total liabilities
    6,055       5,589  
 
               
Commitments and contingencies
               
 
               
Stockholders’ equity:
               
Preferred stock, $.01 par value, 15,000,000 shares authorized, no shares issued
           
Common stock, $.01 par value, 800,000,000 shares authorized, 248,545,188 and 254,109,047 shares issued and outstanding for 2010 and 2009, respectively
    3       3  
Additional paid-in capital
    2,962       3,156  
Retained earnings
    138       87  
Accumulated other comprehensive loss
    (41 )     (59 )
 
           
Total stockholders’ equity
    3,062       3,187  
 
           
Total liabilities and stockholders’ equity
  $ 9,117     $ 8,776  
 
           
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2010 and 2009
(Unaudited, in millions)
                 
    For the  
    Three Months Ended  
    March 31,  
    2010     2009  
Operating activities:
               
Net income
  $ 89     $ 132  
Adjustments to reconcile net income to net cash provided by operations:
               
Depreciation expense
    44       39  
Amortization expense
    10       10  
Amortization of deferred financing costs
    1       5  
Employee stock-based compensation expense
    6       3  
Deferred income taxes
    9       17  
Loss (gain) on disposal of intangible assets and property
    3       (62 )
Other, net
    3       1  
Changes in assets and liabilities:
               
Trade and other accounts receivable
    10       (9 )
Inventories
    (7 )     (24 )
Other current assets
    (47 )     14  
Other non-current assets
    (4 )     (8 )
Accounts payable and accrued expenses
    (42 )     50  
Income taxes payable
    16       13  
Deferred revenue
    36        
Non-current deferred revenue
    861        
Other non-current liabilities
    (1 )     (3 )
 
           
Net cash provided by operating activities
    987       178  
Investing activities:
               
Purchases of property, plant and equipment
    (55 )     (78 )
Purchases of intangible assets
          (5 )
Proceeds from disposals of intangible assets
          68  
 
           
Net cash used in investing activities
    (55 )     (15 )
Financing activities:
               
Repayment of senior unsecured credit facility
    (405 )     (155 )
Repurchase of shares of common stock
    (202 )      
Dividends paid
    (38 )      
Other, net
          (1 )
 
           
Net cash used in financing activities
    (645 )     (156 )
Cash and cash equivalents — net change from:
               
Operating, investing and financing activities
    287       7  
Currency translation
    4       (2 )
Cash and cash equivalents at beginning of period
    280       214  
 
           
Cash and cash equivalents at end of period
  $ 571     $ 219  
 
           
Supplemental cash flow disclosures of non-cash investing and financing activities:
               
Capital expenditures included in accounts payable and accrued expenses
  $ 25     $ 15  
Supplemental cash flow disclosures:
               
Interest paid
  $ 5     $ 11  
Income taxes paid
    13       20  
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
     References in this Quarterly Report on Form 10-Q to “we”, “our”, “us”, “DPS” or “the Company” refer to Dr Pepper Snapple Group, Inc. and all entities included in our unaudited condensed consolidated financial statements. Cadbury plc and Cadbury Schweppes plc are hereafter collectively referred to as “Cadbury” unless otherwise indicated. Kraft Foods Inc. acquired Cadbury on February 2, 2010. Kraft Foods, Inc. and/or its subsidiaries are hereafter collectively referred to as “Kraft”.
     This Quarterly Report on Form 10-Q refers to some of DPS’ owned or licensed trademarks, trade names and service marks, which are referred to as the Company’s brands. All of the product names included in this Quarterly Report on Form 10-Q are either DPS’ registered trademarks or those of the Company’s licensors.
Basis of Presentation
     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
     The Company has evaluated subsequent events through the date of issuance of the Unaudited Condensed Consolidated Financial Statements.
Use of Estimates
     The process of preparing DPS’ unaudited condensed 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. 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. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. Actual amounts may differ from these estimates and judgments. The Company has identified the following policies as critical accounting policies:
    revenue recognition;
    customer marketing programs and incentives;
    goodwill and other indefinite lived intangibles;
    definite lived intangible assets;
    stock-based compensation;
    pension and postretirement benefits;
    risk management programs; and
    income taxes.
     These accounting estimates and related policies are discussed in greater detail in DPS’ Annual Report on Form 10-K for the year ended December 31, 2009.

4


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recently Issued Accounting Updates
     In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). The new standard addresses, among other things, guidance regarding activity in Level 3 fair value measurements. Portions of ASU No. 2010-06 that relate to the Level 3 activity disclosures are effective for the annual reporting period beginning after December 15, 2010. The Company will provide the required disclosures beginning with the Company’s Annual Report on Form 10-K for the year ending December 31, 2011. Based on the initial evaluation, the Company does not anticipate a material impact to the Company’s financial position, results of operations or cash flows as a result of this change.
Recently Adopted Provisions of U.S. GAAP
     In accordance with U.S. GAAP, the following provisions, which had no material impact on the Company’s financial position, results of operations or cash flows, were effective as of January 1, 2010.
    The application of certain key provisions of U.S. GAAP related to consolidation of variable interest entities, including guidance for determining whether an entity is a variable interest entity, ongoing assessments of control over such entities, and additional disclosures about an enterprise’s involvement in a variable interest entity.
    The addition of certain fair value measurement disclosure requirements specific to the different classes of assets and liabilities, valuation techniques and inputs used, as well as transfers between level 1 and level 2. See Note 9 for further information.
2. Inventories
     Inventories as of March 31, 2010, and December 31, 2009, consisted of the following (in millions):
                 
    March 31,     December 31,  
    2010     2009  
Raw materials
  $ 97     $ 105  
Work in process
    5       4  
Finished goods
    209       193  
 
           
Inventories at FIFO cost
    311       302  
Reduction to LIFO cost
    (41 )     (40 )
 
           
Inventories
  $ 270     $ 262  
 
           

5


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Goodwill and Other Intangible Assets
     Changes in the carrying amount of goodwill for the three months ended March 31, 2010, and the year ended December 31, 2009, by reporting unit are as follows (in millions):
                                         
            WD     DSD     Latin        
    Beverage     Reporting     Reporting     America        
    Concentrates     Unit(1)     Unit(1)     Beverages     Total  
Balance as of December 31, 2008
                                       
Goodwill
  $ 1,733     $ 1,220     $ 180     $ 30     $ 3,163  
Accumulated impairment losses
                (180 )           (180 )
 
                             
 
    1,733       1,220             30       2,983  
 
                                       
Foreign currency impact
    (1 )                 1        
 
                             
Balance as of December 31, 2009
                                       
Goodwill
    1,732       1,220       180       31       3,163  
Accumulated impairment losses
                (180 )           (180 )
 
                             
 
    1,732       1,220             31       2,983  
 
                                       
Foreign currency impact
    (1 )                 2       1  
 
                             
Balance as of March 31, 2010
                                       
Goodwill
    1,731       1,220       180       33       3,164  
Accumulated impairment losses
                (180 )           (180 )
 
                             
 
  $ 1,731     $ 1,220     $     $ 33     $ 2,984  
 
                             
 
(1)   The Packaged Beverages segment is comprised of two reporting units, the Direct Store Delivery (“DSD”) system and the Warehouse Direct (“WD”) system.
     The net carrying amounts of intangible assets other than goodwill as of March 31, 2010, and December 31, 2009, are as follows (in millions):
                                                 
    March 31, 2010     December 31, 2009  
    Gross     Accumulated     Net     Gross     Accumulated     Net  
    Amount     Amortization     Amount     Amount     Amortization     Amount  
Intangible assets with indefinite lives:
                                               
Brands(1)
  $ 2,656     $     $ 2,656     $ 2,652     $     $ 2,652  
Distributor rights
    8             8       8             8  
Intangible assets with finite lives:
                                               
Brands
    29       (23 )     6       29       (22 )     7  
Customer relationships
    76       (48 )     28       76       (45 )     31  
Bottler agreements
    21       (17 )     4       21       (17 )     4  
Distributor rights
    2       (2 )           2       (2 )      
 
                                   
Total
  $ 2,792     $ (90 )   $ 2,702     $ 2,788     $ (86 )   $ 2,702  
 
                                   
 
(1)   Intangible brands with indefinite lives increased between December 31, 2009, and March 31, 2010, due to changes in foreign currency.
     As of March 31, 2010, the weighted average useful lives of intangible assets with finite lives were 10 years, 8 years and 9 years for brands, customer relationships and bottler agreements, respectively. Amortization expense for intangible assets was $4 million for each of the three months ended March 31, 2010 and 2009.

6


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     Amortization expense of these intangible assets over the remainder of 2010 and the next four years is expected to be the following (in millions):
         
    Aggregate  
    Amortization  
Year   Expense  
Remaining nine months for the year ending December 31, 2010
  $ 13  
2011
    8  
2012
    4  
2013
    4  
2014
    4  
     The Company conducts impairment tests on goodwill and all indefinite lived intangible assets annually, as of December 31, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses present value and other valuation techniques to make this assessment. If the carrying amount of goodwill exceeds its implied fair value or the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. DPS did not identify any circumstances that indicated that the carrying amount of any goodwill or any indefinite lived intangible asset may not be recoverable during the three months ended March 31, 2010.
4. Accounts Payable and Accrued Expenses
     Accounts payable and accrued expenses consisted of the following as of March 31, 2010, and December 31, 2009 (in millions):
                 
    March 31,     December 31,  
    2010     2009  
Trade accounts payable
  $ 289     $ 252  
Customer rebates and incentives
    157       209  
Accrued compensation
    67       126  
Insurance reserves
    73       68  
Interest accrual and interest rate swap liability
    51       24  
Other current liabilities
    161       171  
 
           
Accounts payable and accrued expenses
  $ 798     $ 850  
 
           
5. Long-term obligations
     The following table summarizes the Company’s long-term obligations as of March 31, 2010, and December 31, 2009 (in millions):
                 
    March 31,     December 31,  
    2010     2009  
Senior unsecured notes(1)
  $ 2,553     $ 2,542  
Revolving credit facility
          405  
Less – current portion
           
 
           
Subtotal
    2,553       2,947  
Long-term capital lease obligations
    13       13  
 
           
Long-term obligations
  $ 2,566     $ 2,960  
 
           
 
(1)   The carrying amount includes an adjustment of $4 million and $8 million related to the change in the fair value of interest rate swaps designated as fair value hedges on the 1.70% senior notes due in 2011 (the “2011 Notes”) and 2.35% senior notes due in 2012 (the “2012 Notes”) as of March 31, 2010 and December 31, 2009, respectively. Refer to Note 6 for further information regarding derivatives.

7


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     2010 Borrowings and Repayments
     On November 20, 2009, the Company’s Board of Directors (the “Board”) authorized the Company to issue up to $1,500 million of debt securities through the Securities and Exchange Commission shelf registration process. At March 31, 2010, $650 million remained authorized to be issued following the issuance described below.
     During the first quarter of 2010, the Company repaid $405 million borrowed from the revolving credit facility (the “Revolver”).
     The following is a description of the Company’s senior unsecured credit facility and the senior unsecured notes. The summaries of the senior unsecured credit facility and the senior unsecured notes are qualified in their entirety by the specific terms and provisions of the senior unsecured credit facility agreement (the “Facility Agreement”) and the indenture governing the senior unsecured notes, respectively, copies of which have previously been filed, as referenced in the exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
Senior Unsecured Credit Facility
     The Company’s senior unsecured credit facility originally provided senior unsecured financing of up to $2,700 million, which consisted of:
    the senior unsecured Term Loan A facility (the “Term Loan A”) in an aggregate principal amount of $2,200 million with a term of five years, which was fully repaid in December 2009 prior to its maturity, and under which no further borrowings may be made; and
    the Revolver in an aggregate principal amount of $500 million with a maturity in 2013. The balance of principal borrowings under the Revolver was $0 and $405 million as of March 31, 2010 and December 31, 2009, respectively. Up to $75 million of the Revolver is available for the issuance of letters of credit, of which $42 million and $41 million were utilized as of March 31, 2010, and December 31, 2009, respectively. Balances available for additional borrowings and letters of credit were $458 million and $33 million, respectively, as of March 31, 2010.
     Borrowings under the senior unsecured credit facility bear interest at a floating rate per annum based upon the London interbank offered rate for dollars (“LIBOR”) or the alternate base rate (“ABR”), in each case plus an applicable margin which varies based upon the Company’s debt ratings, from 1.00% to 2.50%, in the case of LIBOR loans and 0.00% to 1.50% in the case of ABR loans. The ABR means the greater of (a) JPMorgan Chase Bank’s prime rate and (b) the federal funds effective rate plus one half of 1%. Interest is payable on the last day of the interest period, but not less than quarterly, in the case of any LIBOR loan and on the last day of March, June, September and December of each year in the case of any ABR loan. The average interest rate for the three months ended March 31, 2010 and 2009, was 2.25% and 5.10%, respectively. Interest expense was $2 million and $26 million for the three months ended March 31, 2010 and 2009, respectively. Amortization of deferred financing costs of $1 million and $4 million for the three months ended March 31, 2010 and 2009, respectively, was included in interest expense.
     The Company utilized interest rate swaps to effectively convert variable interest rates to fixed rates. Refer to Note 6 for further information regarding derivatives.
     An unused commitment fee is payable quarterly to the lenders on the unused portion of the commitments in respect of the Revolver equal to 0.15% to 0.50% per annum, depending upon the Company’s debt ratings. Interest expense included $1 million of amortization of deferred financing costs associated with the Revolver for each of the three months ended March 31, 2010 and 2009.
     Principal amounts outstanding under the Revolver are due and payable in full at maturity.
     All obligations under the senior unsecured credit facility are guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries.
     The Facility Agreement contains customary negative covenants that, among other things, restrict the Company’s ability to incur debt at subsidiaries that are not guarantors; incur liens; merge or sell, transfer, lease or otherwise dispose of all or substantially all assets; make investments, loans, advances, guarantees and acquisitions; enter into transactions with affiliates; and enter into agreements restricting its ability to incur liens or the ability of subsidiaries to make distributions. These covenants are subject to certain exceptions described in the senior Facility Agreement. In addition, the Facility Agreement requires the Company to comply with a maximum total leverage ratio covenant and a minimum interest coverage ratio covenant. The Facility Agreement also contains certain usual and customary representations and warranties, affirmative covenants and events of default. As of March 31, 2010 and December 31, 2009, the Company was in compliance with all financial covenant requirements.

8


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Senior Unsecured Notes
The 2011 and 2012 Notes
     In December 2009, the Company completed the issuance of $850 million aggregate principal amount of senior unsecured notes consisting of the 2011 and 2012 Notes. The weighted average interest rate of the 2011 and 2012 Notes was 2.0% for the three months ended March 31, 2010. The net proceeds from the sale of the debentures were used for repayment of existing indebtedness under the Term Loan A. Interest on the 2011 and 2012 Notes is payable semi-annually on June 21 and December 21. Interest expense was $2 million for the three months ended March 31, 2010.
     The Company utilizes interest rate swaps designated as fair value hedges, to convert fixed interest rates to variable rates. Refer to Note 6 for further information regarding derivatives.
     The indenture governing the 2011 and 2012 Notes, among other things, limits the Company’s ability to incur indebtedness secured by principal properties, to enter into certain sale and leaseback transactions and to enter into certain mergers or transfers of substantially all of DPS’ assets. The 2011 and 2012 Notes are guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries. As of March 31, 2010 and December 31, 2009, the Company was in compliance with all covenant requirements.
The 2013, 2018 and 2038 Notes
     During 2008, the Company completed the issuance of $1,700 million aggregate principal amount of senior unsecured notes consisting of $250 million aggregate principal amount of 6.12% senior notes due May 1, 2013 (the “2013 Notes”), $1,200 million aggregate principal amount of 6.82% senior notes due May 1, 2018 (the “2018 Notes”), and $250 million aggregate principal amount of 7.45% senior notes due May 1, 2038 (the “2038 Notes”). The weighted average interest rate of the 2013, 2018 and 2038 Notes was 6.8% for both three month periods ended March 31, 2010 and 2009. Interest on the senior unsecured notes is payable semi-annually on May 1 and November 1. Interest expense was $29 million for each of the three months ended March 31, 2010 and 2009.
     The indenture governing the senior unsecured notes, among other things, limits the Company’s ability to incur indebtedness secured by principal properties, to enter into certain sale and lease back transactions and to enter into certain mergers or transfers of substantially all of DPS’ assets. The senior unsecured notes are guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries. As of March 31, 2010 and December 31, 2009, the Company was in compliance with all covenant requirements.
Capital Lease Obligations
     Long-term capital lease obligations totaled $13 million as of March 31, 2010, and December 31, 2009. Current obligations related to the Company’s capital leases were $3 million as of March 31, 2010, and December 31, 2009, and were included as a component of accounts payable and accrued expenses.
6. Derivatives
     DPS is exposed to market risks arising from adverse changes in:
    interest rates;
    foreign exchange rates; and
    commodity prices, affecting the cost of raw materials and fuels.
     The Company manages these risks through a variety of strategies, including the use of interest rate swaps, foreign exchange forward contracts, commodity futures contracts and supplier pricing agreements. DPS does not hold or issue derivative financial instruments for trading or speculative purposes.

9


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     The Company formally designates and accounts for certain interest rate swaps and foreign exchange forward contracts that meet established accounting criteria under U.S. GAAP as either fair value or cash flow hedges. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instruments is recorded, net of applicable taxes, in Accumulated Other Comprehensive Loss (“AOCL”), a component of Stockholders’ Equity in the Unaudited Condensed Consolidated Balance Sheets. When net income is affected by the variability of the underlying transaction, the applicable offsetting amount of the gain or loss from the derivative instruments deferred in AOCL is reclassified to net income and is reported as a component of the Unaudited Condensed Consolidated Statements of Operations. For derivative instruments that are designated and qualify as fair value hedges, the effective change in the fair value of these instruments, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized immediately in current-period earnings. For derivatives that are not designated or are de-designated as hedging instruments, the gain or loss on the instruments is recognized in earnings in the period of change.
     Certain interest rate swap agreements qualify for the “shortcut” method of accounting for hedges under U.S. GAAP. Under the “shortcut” method, the hedges are assumed to be perfectly effective and no ineffectiveness is recorded in earnings. For all other designated hedges, DPS assesses hedge effectiveness and measures hedge ineffectiveness at least quarterly throughout the designated period. Changes in the fair value of the derivative instruments that do not effectively offset changes in the fair value of the underlying hedged item or the variability in the cash flows of the forecasted transaction throughout the designated hedge period are recorded in earnings each period.
     If fair value or cash flow hedges were to cease to qualify for hedge accounting or were terminated, it would continue to be carried on the balance sheet at fair value until settled, but hedge accounting would be discontinued prospectively. If the underlying hedged transaction ceases to exist, any associated amounts reported in AOCL are reclassified to earnings at that time.
     Interest Rates
          Cash Flow Hedges
     During 2009, DPS utilized interest rate swaps to manage its exposure to volatility in floating interest rates on borrowings under its Term Loan A. The intent of entering into these interest rate swaps was to provide predictability in the Company’s overall cost structure by effectively converting variable interest rates to fixed rates. During the three months ended March 31, 2009, the Company effectively utilized interest rate swaps with a total notional amount of $1,700 million, entered into during 2008. In February 2009, the Company entered into an interest rate swap effective December 31, 2009, with a duration of twelve months and a $750 million notional amount that amortizes at the rate of $100 million every quarter and designated it as a cash flow hedge. Upon repayment of the Term Loan A in December 2009, the Company de-designated the cash flow hedge. See the Economic Hedge section within this note for further information.
     During the three months ended March 31, 2009, the Company fully settled an interest rate swap with a notional amount of $500 million.
     There were no interest rate swaps in place for the three months ended March 31, 2010, that qualified for hedge accounting as cash flow hedges under U.S. GAAP.
          Fair Value Hedges
     The Company is also exposed to the risk of changes in the fair value of certain fixed-rate debt attributable to changes in interest rates and manages these risks through the use of receive-fixed, pay-variable interest rate swaps.
     There were no interest rate swaps in place for the three months ended March 31, 2009, that qualified for hedge accounting as fair value hedges under U.S. GAAP.
     In December 2009, the Company entered into interest rate swaps having an aggregate notional amount of $850 million and durations ranging from two to three years in order to convert fixed-rate, long-term debt to floating rate debt. These swaps were entered into at the inception of the 2011 and 2012 Notes, were originally accounted for as fair value hedges under U.S. GAAP and qualified for the “shortcut method” of accounting for hedges. Effective March 10, 2010, $225 million notional of the interest rate swap linked to the 2012 Notes was restructured to reflect a change in the variable interest rate to be paid by the Company. This change triggered the de-designation of the $225 million notional fair value hedge and the corresponding fair value hedging relationship was discontinued. With the fair value hedge discontinued, the Company ceased adjusting the carrying value of the 2012 Notes corresponding to the $225 million restructured notional

10


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
amounts. The $1 million adjustment of the carrying value of the 2012 Notes that resulted from de-designation will continue to be carried on the balance sheet and amortized completely over the remaining term of the 2012 Notes. As a result, the Company had fair value hedges having an aggregate notional amount of $625 million as of March 31, 2010.
     As of March 31, 2010, the carrying value of the 2011 and 2012 Notes increased by $4 million, which includes the $1 million adjustment, net of amortization, that resulted from the de-designation discussed above, to reflect the change in fair value of the Company’s interest rate swap agreements. Refer to Note 5 for further information.
          Economic Hedge
     In addition to derivatives instruments that qualify for and are designated as hedging instruments under U.S. GAAP, the Company utilizes interest rate swap instruments that are not designated as cash flow or fair value hedges to manage interest rate risk.
     As discussed above under Cash Flow Hedges, the interest rate swap entered into by the Company and designated as a cash flow hedge under U.S GAAP in February 2009, was subsequently de-designated with the full repayment of the Term Loan A in December 2009. The Company also terminated $345 million of the original notional amount of the interest rate swap in December 2009, leaving the remaining $405 million in notional amount of the interest rate swap that had not been terminated as an economic hedge during the first quarter of 2010. This remaining $405 million in notional amount of the interest rate swap was used to economically hedge the volatility in the floating interest rate associated with borrowings under the Revolver during the quarter. The Company terminated this interest rate swap instrument once the outstanding balance under the Revolver was fully repaid. The gain or loss on the instrument was recognized in earnings during the period the instrument was outstanding.
     As discussed above under Fair Value Hedges, effective March 10, 2010, $225 million notional of the interest rate swap linked to the 2012 Notes was restructured to reflect a change in the variable interest rate to be paid by the Company. This resulted in the de-designation of the $225 million notional fair value hedge and the discontinuance of the corresponding fair value hedging relationship. The $225 million notional restructured interest rate swap was subsequently accounted for as an economic hedge and the gain or loss on the instrument is recognized in earnings.
     Foreign Exchange
     The Company’s Canadian business purchases its inventory through transactions denominated and settled in U.S. Dollars, a currency different from the functional currency of the Canadian business. These inventory purchases are subject to exposure from movements in exchange rates. During the three months ended March 31, 2010 and 2009, the Company utilized foreign exchange forward contracts designated as cash flow hedges to manage the operational exposures resulting from changes in these foreign currency exchange rates. The intent of these foreign exchange contracts is to provide predictability in the Company’s overall cost structure. These foreign exchange contracts, carried at fair value, have maturities between one and 21 months. As of March 31, 2010, the Company had outstanding foreign exchange forward contracts with notional amounts of $73 million.
     Commodities
     DPS centrally manages the exposure to volatility in the prices of certain commodities used in its production and distribution processes through futures contracts and supplier pricing agreements. The intent of these contracts and agreements is to provide predictability in the Company’s overall cost structure. During the three months ended March 31, 2010 and 2009, the Company entered into futures contracts that economically hedge certain of its risks. In these cases, a natural hedging relationship exists whereby 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 net income throughout the term of the derivative instrument and are reported in the same line item of the unaudited Condensed Consolidated Statements of Operations as the hedged transaction. Gains and losses are recognized as a component of unallocated corporate costs until the Company’s operating segments are affected by the settlement of the underlying transaction, at which time the gain or loss is reflected as a component of the respective segment’s operating profit (“SOP”).

11


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     The following table summarizes the location of the fair value of the Company’s derivative instruments within the unaudited Condensed Consolidated Balance Sheets as of March 31, 2010, and December 31, 2009 (in millions):
                     
        March 31,     December 31,  
    Balance Sheet Location   2010     2009  
Assets:
                   
Derivative instruments designated as hedging instruments under U.S.
GAAP:
                   
Interest rate swap contracts
  Prepaid expenses and other current assets   $ 6     $ 6  
Foreign exchange forward contracts
  Other non-current assets            
Derivative instruments not designated as hedging instruments under U.S. GAAP:
                   
Commodity futures
  Prepaid expenses and other current assets     4       1  
Interest rate swap contracts
  Prepaid expenses and other current assets     3        
Commodity futures
  Other non-current assets     7       9  
 
               
Total assets
      $ 20     $ 16  
 
               
 
                   
Liabilities:
                   
Derivative instruments designated as hedging instruments under U.S. GAAP:
                   
Foreign exchange forward contracts
  Accounts payable and accrued expenses   $ 2     $ 2  
Interest rate swap contracts
  Other non-current liabilities     3       14  
Foreign exchange forward contracts
  Other non-current liabilities            
Derivative instruments not designated as hedging instruments under U.S. GAAP:
                   
Interest rate swap contract
  Accounts payable and accrued expenses           3  
Commodity futures
  Accounts payable and accrued expenses     2        
Interest rate swap contract
  Other non-current liabilities     2        
Commodity futures
  Other non-current liabilities     1        
 
               
Total liabilities
      $ 10     $ 19  
 
               
     The following table presents the impact of derivative instruments designated as cash flow hedging instruments under U.S. GAAP to the unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income (“OCI”) for the three months ended March 31, 2010 and 2009 (in millions):
                     
    Amount of Gain     Amount of Gain (Loss)     Location of Gain (Loss)
    (Loss) Recognized in     Reclassified from AOCL into     Reclassified from AOCL into
    OCI     Net Income     Net Income
For the three months ended March 31, 2010:
                   
Foreign exchange forward contract
  $ (2 )   $ (2 )   Cost of sales
 
               
Total
  $ (2 )   $ (2 )    
 
               
 
                   
For the three months ended March 31, 2009:
                   
Interest rate swap contracts
  $ (6 )   $ (11 )   Interest expense
Foreign exchange forward contract
              Cost of sales
 
               
Total
  $ (6 )   $ (11 )    
 
               
     There was no hedge ineffectiveness recognized in net income for the three months ended March 31, 2010 and 2009. During the next 12 months, the Company expects to reclassify net losses of $2 million from AOCL into net income.
     The interest rate swap agreements designated as fair value hedges qualify for the “shortcut” method and no ineffectiveness is recorded in earnings for the three months ended March 31, 2010.

12


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     The following table presents the impact of derivative instruments not designated as hedging instruments under U.S. GAAP to the unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2010 and 2009 (in millions):
             
    Amount of Gain (Loss)     Location of Gain (Loss)
    Recognized in Income     Recognized in Income
For the three months ended March 31, 2010:
           
Interest rate swap contracts
  $     Interest expense
Commodity futures
    (2 )   Cost of sales
Commodity futures
    1     Selling, general and administrative expenses
 
         
Total (1)
  $ (1 )    
 
         
 
           
For the three months ended March 31, 2009:
           
Commodity futures
  $ (3 )   Cost of sales
Commodity futures
    (3 )   Selling, general and administrative expenses
 
         
Total (2)
  $ (6 )    
 
         
 
(1)   The total loss recognized under commodity futures contracts for the three months ended March 31, 2010, represents an unrealized $1 million loss which represents the change in fair value of outstanding commodity futures contracts during the period.
 
(2)   The total gain recognized under commodity futures contracts for the three months ended March 31, 2009, includes a realized $7 million loss which represents commodity contracts that settled during the three months ended March 31, 2009, and an unrealized $1 million gain which represents the change in fair value of outstanding commodity futures contracts during the period.
     Refer to Note 9 for more information on the valuation of derivative instruments. 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, DPS has not experienced 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 at least on a quarterly basis.
7. Other Non-Current Assets and Other Non-Current Liabilities
     The table below details the components of other non-current assets and other non-current liabilities as of March 31, 2010, and December 31, 2009 (in millions):
                 
    March 31,     December 31,  
    2010     2009  
Other non-current assets:
               
Long-term receivables from Kraft(1)
  $ 405     $ 402  
Deferred financing costs, net
    21       23  
Customer incentive programs
    82       84  
Other
    35       34  
 
           
Other non-current assets
  $ 543     $ 543  
 
           
Other non-current liabilities:
               
Long-term payables due to Kraft(1)
  $ 120     $ 115  
Liabilities for unrecognized tax benefits and other tax related items
    543       534  
Long-term pension and postretirement liability
    46       49  
Other
    27       39  
 
           
Other non-current liabilities
  $ 736     $ 737  
 
           
 
(1)   Amounts represent receivables from or payables to Kraft under the Tax Indemnity Agreement entered into in connection with the Company’s separation.

13


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. Income Taxes
     The effective tax rates for the three months ended March 31, 2010 and 2009 were 43.3% and 38.3%, respectively. The increase in the effective tax rate for the three months ended March 31, 2010, was primarily driven by a previous change in the provincial income tax rate for Ontario, Canada, which caused a writedown of a deferred tax asset, partially offset by foreign tax planning benefits. The impact of the change in tax rate increased the provision for income taxes and effective tax rate by $13 million and 8.3%, respectively for the three months ended March 31, 2010.
     The Company’s Canadian deferred tax assets as of March 31, 2010, of which approximately 66% are allocated to Ontario, Canada, included a separation related balance of $138 million that was offset by a liability due to Kraft of $124 million driven by the Tax Indemnity Agreement. Anticipated legislation in Canada could result in a future partial writedown of these tax assets which would be offset to some extent by a partial write down of the liability due to Kraft.
     Under the Tax Indemnity Agreement, Kraft will indemnify DPS for net unrecognized tax benefits and other tax related items of $405 million. This balance increased by $3 million during the three months ended March 31, 2010, and was offset by indemnity income recorded as a component of other income in the unaudited Condensed Consolidated Statement of Operations. In addition, pursuant to the terms of the Tax Indemnity Agreement, if DPS breaches certain covenants or other obligations or DPS is involved in certain change-in-control transactions, Kraft may not be required to indemnify the Company.
9. Fair Value
     Under U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three-level hierarchy for disclosure of fair value measurements is as follows:
Level 1 — Quoted market prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3 — Valuations with one or more unobservable significant inputs that reflect the reporting entity’s own assumptions.
     The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2010 (in millions):
                         
    Fair Value Measurements at Reporting Date Using  
    Quoted Prices in     Significant Other     Significant  
    Active Markets for     Observable     Unobservable  
    Identical Assets     Inputs     Inputs  
    Level 1     Level 2     Level 3  
Cash and cash equivalents
  $ 571     $     $  
Commodity futures
          11        
Interest rate swaps
          9        
 
                 
Total assets
  $ 571     $ 20     $  
 
                 
 
                       
Commodity futures
  $     $ 3     $  
Interest rate swaps
          5        
Foreign exchange forward contracts
          2        
 
                 
Total liabilities
  $     $ 10     $  
 
                 

14


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 (in millions):
                         
    Fair Value Measurements at Reporting Date Using  
    Quoted Prices in     Significant Other     Significant  
    Active Markets for     Observable     Unobservable  
    Identical Assets     Inputs     Inputs  
    Level 1     Level 2     Level 3  
Cash and cash equivalents
  $ 280     $     $  
Commodity futures
          10        
Interest rate swaps
          6        
 
                 
Total assets
  $ 280     $ 16     $  
 
                 
 
                       
Interest rate swaps
  $     $ 17     $  
Foreign exchange forward contracts
          2        
 
                 
Total liabilities
  $     $ 19     $  
 
                 
     The fair values of commodity futures contracts, interest rate swap contracts and foreign currency 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 futures contracts are valued using the market approach based on observable market transactions at the reporting date. Interest rate swap contracts are valued using models based on readily observable market parameters for all substantial terms of our contracts. The fair value of foreign currency forward contracts are valued using quoted forward foreign exchange prices at the reporting date. Therefore, the Company has categorized these contracts as Level 2.
     As of March 31, 2010, and December 31, 2009, we did not have any assets or liabilities without observable market values that would require a high level of judgment to determine fair value (level 3).
     There were no transfers of financial instruments between the three levels of fair value hierarchy during the three months ended March 31, 2010.
     The estimated fair values of other financial liabilities not measured at fair value on a recurring basis at March 31, 2010, and December 31, 2009, are as follows (in millions):
                                 
    March 31, 2010   December 31, 2009  
    Carrying Amount     Fair Value     Carrying Amount     Fair Value  
Long term debt – 2011 Notes
  $ 401     $ 400     $ 396     $ 400  
Long term debt – 2012 Notes
    452       450       446       451  
Long term debt – 2013 Notes
    250       277       250       273  
Long term debt – 2018 Notes
    1,200       1,359       1,200       1,349  
Long term debt – 2038 Notes
    250       294       250       291  
Long term debt – Revolving credit facility
                405       405  
     Capital leases have been excluded from the calculation of fair value for both 2010 and 2009.
     The fair value amounts for cash and cash equivalents, accounts receivable, net and accounts payable and accrued expenses approximate carrying amounts due to the short maturities of these instruments. The fair value amounts of long term debt as of March 31, 2010, and December 31, 2009, were estimated based on quoted market prices for traded securities. 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 debt at such date.

15


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
10. Employee Benefit Plans
     The following table sets forth the components of pension benefit costs for the three months ended March 31, 2010 and 2009 (in millions):
                 
    For the Three Months  
    Ended March 31,  
    2010     2009  
Service cost
  $     $  
Interest cost
    4       4  
Expected return on assets
    (4 )     (3 )
Recognition of actuarial loss
    1       1  
 
           
Net periodic benefit costs
  $ 1     $ 2  
 
           
     Total net periodic benefit costs for the U.S. postretirement benefit plans were not significant for either of the three month periods ended March 31, 2010 or 2009. The estimated prior service cost, transitional obligation and estimated net loss that will be amortized from AOCL into periodic benefit cost for postretirement plans in 2010 are not significant.
     The Company contributed $3 million to its pension plans during the three months ended March 31, 2010, and expects to contribute an additional $9 million to these plans during the remainder of 2010.
     The Company also contributes to various multi-employer pension plans based on obligations arising from certain of its collective bargaining agreements. The Company recognizes expense in connection with these plans as contributions are funded. Contributions paid into multi-employer defined benefit pension plans for employees under collective bargaining agreements were approximately $1 million for each of the three month periods ended March 31, 2010 and 2009.
11. Stock-Based Compensation
     The Company’s Omnibus Stock Incentive Plans of 2008 and 2009 (collectively, the “DPS Stock Plans”) provide for various long-term incentive awards, including stock options and restricted stock units (“RSUs”).
     The components of stock-based compensation expense for the three months ended March 31, 2010 and 2009 are presented below (in millions). Stock-based compensation expense is recorded in selling, general and administrative expenses in the unaudited Condensed Consolidated Statement of Operations.
                 
    For the Three Months  
    Ended March 31,  
    2010     2009  
Total stock-based compensation expense
  $ 6     $ 3  
Income tax benefit recognized in the income statement
    (2 )     (1 )
 
           
Net stock-based compensation expense
  $ 4     $ 2  
 
           
     The table below summarizes stock option activity for the three months ended March 31, 2010.
                                 
            Weighted     Weighted Average     Aggregate  
            Average     Remaining Contractual     Intrinsic Value  
    Stock Options     Exercise Price     Term (Years)     (in millions)  
Outstanding at December 31, 2009
    2,178,211     $ 18.97       8.79     $ 20  
Granted
    670,368       31.50                  
Exercised
    (65,868 )     17.08                  
Forfeited or expired
                           
 
                             
Outstanding at March 31, 2010
    2,782,711       22.04       8.85       37  
 
                             
Exercisable at March 31, 2010
    660,247     $ 19.16       8.53     $ 11  
 
                             

16


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     As of March 31, 2010, there was $10 million of unrecognized compensation cost related to the nonvested stock options granted under the DPS Stock Plans that is expected to be recognized over a weighted average period of 2.15 years.
     The table below summarizes RSU activity for the three months ended March 31, 2010.
                                 
            Weighted     Weighted Average     Aggregate  
            Average Grant     Remaining Contractual     Intrinsic Value  
    RSUs     Date Fair Value     Term (Years)     (in millions)  
Outstanding at December 31, 2009
    2,688,551     $ 17.43       1.91     $ 76  
Granted
    873,476       31.50                  
Dividend equivalent units(1)
    13,969       28.87                  
Vested
    (15,392 )     20.14                  
Forfeited or expired
    (13,513 )     16.55                  
 
                             
Outstanding at March 31, 2010
    3,547,091     $ 20.90       2.30     $ 125  
 
                             
 
(1)   Under the terms of the Company’s RSU agreements, unvested RSU awards, as well as dividend equivalents, are forfeitable. These forfeitable dividend equivalent units on nonvested stock awards are accrued in the form of additional restricted stock units.
     As of March 31, 2010, there was $53 million of unrecognized compensation cost related to the nonvested RSUs granted under the DPS Stock Plans that is expected to be recognized over a weighted average period of 2.30 years.
12. 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. The following table sets forth the computation of basic EPS utilizing the net income for the respective period and the Company’s basic shares outstanding and presents the computation of diluted EPS (in millions, except per share data):
                 
    For the Three Months  
    Ended March 31,  
    2010     2009  
Basic EPS:
               
Net income
  $ 89     $ 132  
Weighted average common shares outstanding
    253.3       254.2  
Earnings per common share — basic
  $ 0.35     $ 0.52  
 
               
Diluted EPS:
               
Net income
  $ 89     $ 132  
Weighted average common shares outstanding
    253.3       254.2  
Effect of dilutive securities:
               
Stock options, RSUs, and dividend equivalent units
    1.8       0.1  
 
           
Weighted average common shares outstanding and common stock equivalents
    255.1       254.3  
 
           
 
               
Earnings per common share — diluted
  $ 0.35     $ 0.52  
     Stock options, RSUs and dividend equivalent units totaling 0.5 million shares were excluded from the diluted weighted average shares outstanding for the three months ended March 31, 2010 as they were not dilutive. Weighted average options and RSUs totaling 2.4 million shares were excluded from the diluted weighted average shares outstanding for the three months ended March 31, 2009 as they were not dilutive. Under the terms of our RSU agreements, unvested RSU awards contain forfeitable rights to dividends and dividend equivalent units. Because the dividend equivalent units are forfeitable, they are defined as non-participating securities.
     On February 24, 2010, the Board approved an increase in the total aggregate share repurchase authorization up to $1 billion. Subsequent to this approval, the Company repurchased and retired 5.8 million shares of common stock valued at approximately $202 million in the three months ended March 31, 2010. These amounts were recorded as a reduction of equity, primarily additional paid-in capital.

17


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
13. Commitments and Contingencies
Legal Matters
     The Company is occasionally subject to litigation or other legal proceedings as set forth below. The Company does not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on the business or financial condition of the Company, although such matters may have a material adverse effect on the Company’s results of operations or cash flows in a particular period.
Snapple Litigation – Labeling Claims
     Snapple Beverage Corp. has been sued in various jurisdictions generally alleging that Snapple’s labeling of certain of its drinks is misleading and/or deceptive. These cases have been filed as class actions and, generally, seek unspecified damages on behalf of the class, including enjoining Snapple from various labeling practices, disgorging profits, reimbursing of monies paid for product and treble damages. The cases and their status are as follows:
    In 2007, Snapple Beverage Corp. was sued by Stacy Holk in New Jersey Superior Court, Monmouth County. Subsequent to filing, the Holk case was removed to the United States District Court, District of New Jersey. Snapple filed a motion to dismiss the Holk case on a variety of grounds. In June 2008, the district court granted Snapple’s motion to dismiss. The plaintiff appealed and in August 2009, the appellate court reversed the judgment and remanded to the district court for further proceedings.
    In 2007, the attorneys in the Holk case also filed a new action in the United States District Court, Southern District of New York on behalf of plaintiffs, Evan Weiner and Timothy McCausland. This case was stayed during the pendency of the Holk motion to dismiss and appeal. This stay is now lifted, the Company filed its answer and the case is proceeding.
    In April 2009, Snapple Beverage Corp. was sued by Frances Von Koenig in the United States District Court, Eastern District of California. A motion to dismiss has been filed in the Von Koenig case.
    In August 2009, Guy Cadwell filed suit against Dr Pepper Snapple Group, Inc. in the United States District Court, Southern District of California. This case has been transferred to the United States District Court, Eastern District of California and has been consolidated by that court with the Von Koenig case.
     The Company believes it has meritorious defenses to the claims asserted in each of these cases and will defend itself vigorously. However, there is no assurance that the outcome of these cases will be favorable to the Company.
Nicolas Steele v. Seven Up/RC Bottling Company Inc.
Robert Jones v. Seven Up/RC Bottling Company of Southern California, Inc.
California Wage Audit
     In 2007, one of the Company’s subsidiaries, Seven Up/RC Bottling Company Inc., was sued by Robert Jones in the Superior Court in the State of California (Orange County), alleging that its subsidiary failed to provide meal and rest periods and itemized wage statements in accordance with applicable California wage and hour law. The case was filed as a class action. The class, which has not yet been certified, consists of employees who have held delivery driver positions in California in the past three years. The potential class size could be substantially higher due to the number of individuals who have held these positions over the three year period. On behalf of the class, the plaintiffs claim lost wages, waiting time penalties and other penalties for each violation of the statute. The Company believes it has meritorious defenses to the claims asserted and will defend itself vigorously. However, there is no assurance that the outcome of this matter will be in its favor. A case filed by Nicolas Steele, et al. in the same court based on similar facts and causes of action, but involving merchandisers, has been settled for an amount that is not material to the Company.
     The Company has been requested to conduct an audit of its meal and rest periods for all non-exempt employees in California at the direction of the California Department of Labor. At this time, the Company has declined to conduct such an audit until there is judicial clarification of the intent of the statute. The Company cannot predict the outcome of such an audit.

18


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Environmental, Health and Safety Matters
     The Company operates many manufacturing, bottling and distribution facilities. In these and other aspects of the Company’s business, it is subject to a variety of federal, state and local environment, health and safety laws and regulations. The Company maintains environmental, health and safety policies and a quality, environmental, health and safety program designed to ensure compliance with applicable laws and regulations. However, the nature of the Company’s business exposes it to the risk of claims with respect to environmental, health and safety matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims.
     The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), also known as the Superfund law, as well as similar state laws, generally impose joint and several liability for cleanup and enforcement costs on current and former owners and operators of a site without regard to fault of the legality of the original conduct. In October 2008, DPS was notified by the Environmental Protection Agency that it is a potentially responsible party for study and cleanup costs at a Superfund site in New Jersey. Investigation and remediation costs are yet to be determined, but the Company has reasonably estimated that DPS’ allocation of costs related to the study for this site will not exceed $250,000.
14. Comprehensive Income
     The following table provides a summary of the total comprehensive income, including our proportionate share of equity method investees’ other comprehensive income, for the three months ended March 31, 2010 and 2009 (in millions):
                 
    For the  
    Three Months Ended  
    March 31,  
    2010     2009  
Consolidated net income
  $ 89     $ 132  
Other comprehensive income:
               
Net foreign currency translation gain (loss)
    17       (9 )
Net change in pension liability
    1        
Cash flow hedge gain
          3  
 
           
Total comprehensive income
  $ 107     $ 126  
 
           
15. Segments
     As of March 31, 2010, the Company’s operating structure consisted of the following three operating segments:
    The Beverage Concentrates segment reflects sales of the Company’s branded concentrates and syrup to third party bottlers primarily in the United States and Canada. Most of the brands in this segment are carbonated soft drink (“CSD”) brands.
    The Packaged Beverages segment reflects sales in the United States 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 DSD and WD.
    The Latin America Beverages segment reflects sales in the Mexico and Caribbean markets from the manufacture and distribution of both concentrates and finished beverages.
     Segment results are based on management reports. Net sales and SOP are the significant financial measures used to assess the operating performance of the Company’s operating segments.

19


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     Information about the Company’s operations by operating segment for the three months ended March 31, 2010 and 2009 is as follows (in millions):
                 
    For the  
    Three Months Ended  
    March 31,  
    2010     2009  
Segment Results – Net Sales
               
Beverage Concentrates
  $ 240     $ 243  
Packaged Beverages
    929       944  
Latin America Beverages
    79       73  
 
           
Net sales
  $ 1,248     $ 1,260  
 
           
                 
    For the  
    Three Months Ended  
    March 31,  
    2010     2009  
Segment Results – SOP
               
Beverage Concentrates
  $ 146     $ 150  
Packaged Beverages
    114       107  
Latin America Beverages
    7       9  
 
           
Total SOP
    267       266  
Unallocated corporate costs
    77       63  
Other operating expense (income), net
    3       (62 )
 
           
Income from operations
    187       265  
Interest expense, net
    33       54  
Other income, net
    (3 )     (3 )
 
           
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries
  $ 157     $ 214  
 
           
16. Agreement with PepsiCo, Inc.
     On February 26, 2010, the Company completed the licensing of certain brands to PepsiCo, Inc. (“PepsiCo”) following PepsiCo’s acquisitions of The Pepsi Bottling Group, Inc. (“PBG”) and PepsiAmericas, Inc. (“PAS”).
     Under the new licensing agreements, PepsiCo began distributing Dr Pepper, Crush and Schweppes in the U.S. territories where these brands were previously being distributed by PBG and PAS. The same applies to Dr Pepper, Crush, Schweppes, Vernors and Sussex in Canada; and Squirt and Canada Dry in Mexico.
     Under the new agreements, DPS received a one-time nonrefundable cash payment of $900 million. The new agreements have an initial period of twenty years with automatic twenty year renewal periods, and require PepsiCo to meet certain performance conditions. The payment was recorded as deferred revenue, which will be recognized as net sales ratably over the estimated 25-year life of the customer relationship.
     Additionally, in U.S. territories where it has a distribution footprint, DPS has begun selling certain owned and licensed brands, including Sunkist soda, Squirt, Vernors and Hawaiian Punch, that were previously distributed by PBG and PAS.
17. Guarantor and Non-Guarantor Financial Information
     The Company’s 2011, 2012, 2013, 2018 and 2038 Notes (collectively, the “Notes”) are fully and unconditionally guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries (except two immaterial subsidiaries associated with the Company’s charitable foundations) (the “Guarantors”), as defined in the indenture governing the Notes. The Guarantors are wholly-owned either directly or indirectly by the Company and jointly and severally guarantee the Company’s obligations under the Notes. None of the Company’s subsidiaries organized outside of the United States guarantee the Notes (collectively, the “Non-Guarantors”).

20


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
     The following schedules present the financial information for the three months ended March 31, 2010 and 2009, and as of March 31, 2010 and December 31, 2009, for Dr Pepper Snapple Group, Inc. (the “Parent”), Guarantors and Non-Guarantors. The consolidating schedules are provided in accordance with the reporting requirements for guarantor subsidiaries.
                                         
    Condensed Consolidating Statements of Operations  
    For the Three Months Ended March 31, 2010  
    Parent     Guarantors     Non-Guarantors     Eliminations     Total  
    (in millions)  
Net sales
  $     $ 1,139     $ 109     $     $ 1,248  
Cost of sales
          447       49             496  
 
                             
Gross profit
          692       60             752  
Selling, general and administrative expenses
          486       45             531  
Depreciation and amortization
          30       1             31  
Other operating expense (income), net
          3                   3  
 
                             
Income from operations
          173       14             187  
Interest expense
    34       20             (20 )     34  
Interest income
    (19 )     (1 )     (1 )     20       (1 )
Other income, net
    (3 )     (4 )     4             (3 )
 
                             
Income before provision for income taxes and equity in earnings of subsidiaries
    (12 )     158       11             157  
Provision for income taxes
    (6 )     63       11             68  
 
                             
Income before equity in earnings of subsidiaries
    (6 )     95                   89  
Equity in earnings of consolidated subsidiaries
    95                   (95 )      
Equity in earnings of unconsolidated subsidiaries, net of tax
                             
 
                             
Net income
  $ 89     $ 95     $     $ (95 )   $ 89  
 
                             

21


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
                                         
    Condensed Consolidating Statements of Operations  
    For the Three Months Ended March 31, 2009  
    Parent     Guarantors     Non-Guarantors     Eliminations     Total  
    (in millions)  
Net sales
  $     $ 1,165     $ 95     $     $ 1,260  
Cost of sales
          489       42             531  
 
                             
Gross profit
          676       53             729  
Selling, general and administrative expenses
          464       35             499  
Depreciation and amortization
          25       2             27  
Other operating income
          (57 )     (5 )           (62 )
 
                             
Income from operations
          244       21             265  
Interest expense
    55       39             (39 )     55  
Interest income
    (39 )           (1 )     39       (1 )
Other income, net
    (3 )                       (3 )
 
                             
Income before provision for income taxes and equity in earnings of subsidiaries
    (13 )     205       22             214  
Provision for income taxes
    (7 )     83       6             82  
 
                             
Income before equity in earnings of subsidiaries
    (6 )     122       16             132  
Equity in earnings of consolidated subsidiaries
    138       16             (154 )      
Equity in earnings of unconsolidated subsidiaries, net of tax
                             
 
                             
Net income
  $ 132     $ 138     $ 16     $ (154 )   $ 132  
 
                             

22


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
                                         
    Condensed Consolidating Balance Sheets  
    As of March 31, 2010  
    Parent     Guarantors     Non-Guarantors     Eliminations     Total  
    (in millions)  
Current assets:
                                       
Cash and cash equivalents
  $     $ 486     $ 85     $     $ 571  
Accounts receivable:
                                       
Trade, net
          476       53             529  
Other
          23       9             32  
Related party receivable
    10             37       (47 )      
Inventories
          243       27             270  
Deferred tax assets
          54       5             59  
Prepaid expenses and other current assets
    88       50       31             169  
 
                             
Total current assets
    98       1,332       247       (47 )     1,630  
Property, plant and equipment, net
          1,040       66             1,106  
Investments in consolidated subsidiaries
    3,212       494             (3,706 )      
Investments in unconsolidated subsidiaries
                10             10  
Goodwill
          2,961       23             2,984  
Other intangible assets, net
          2,620       82             2,702  
Long-term receivable, related parties
    2,788       689       54       (3,531 )      
Other non-current assets
    426       108       9             543  
Non-current deferred tax assets
                142             142  
 
                             
Total assets
  $ 6,524     $ 9,244     $ 633     $ (7,284 )   $ 9,117  
 
                             
 
                                       
Current liabilities:
                                       
Accounts payable and accrued expenses
  $ 95     $ 640     $ 63     $     $ 798  
Related party payable
          47             (47 )      
Deferred revenue
          34       2             36  
Income taxes payable
          16                   16  
 
                             
Total current liabilities
    95       737       65       (47 )     850  
Long-term obligations to third parties
    2,553       13                   2,566  
Long-term obligations to related parties
    689       2,841       1       (3,531 )      
Non-current deferred tax liabilities
          1,024       18             1,042  
Non-current deferred revenue
          820       41             861  
Other non-current liabilities
    125       597       14             736  
 
                             
Total liabilities
    3,462       6,032       139       (3,578 )     6,055  
 
                                       
Total equity
    3,062       3,212       494       (3,706 )     3,062  
 
                             
Total liabilities and stockholders’ equity
  $ 6,524     $ 9,244     $ 633     $ (7,284 )   $ 9,117  
 
                             

23


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
                                         
    Condensed Consolidating Balance Sheet  
    As of December 31, 2009  
    Parent     Guarantors     Non-Guarantors     Eliminations     Total  
    (in millions)  
Current assets:
                                       
Cash and cash equivalents
  $     $ 191     $ 89     $     $ 280  
Accounts receivable:
                                       
Trade, net
          485       55             540  
Other
          24       8             32  
Related party receivable
    13       4             (17 )      
Inventories
          234       28             262  
Deferred tax assets
          49       4             53  
Prepaid and other current assets
    79       10       23             112  
 
                             
Total current assets
    92       997       207       (17 )     1,279  
Property, plant and equipment, net
          1,044       65             1,109  
 
Investments in consolidated subsidiaries
    3,085       471             (3,556 )      
Investments in unconsolidated subsidiaries
                9             9  
Goodwill
          2,961       22             2,983  
Other intangible assets, net
          2,624       78             2,702  
Long-term receivable, related parties
    3,172       434       38       (3,644 )      
Other non-current assets
    425       110       8             543  
Non-current deferred tax assets
                151             151  
 
                             
Total assets
  $ 6,774     $ 8,641     $ 578     $ (7,217 )   $ 8,776  
 
                             
 
                                       
Current liabilities:
                                       
Accounts payable and accrued expenses
  $ 78     $ 710     $ 62     $     $ 850  
Related party payable
          13       4       (17 )      
Income taxes payable
                4             4  
 
                             
Total current liabilities
    78       723       70       (17 )     854  
Long-term obligations to third parties
    2,946       14                   2,960  
Long-term obligations to related parties
    434       3,209       1       (3,644 )      
Non-current deferred tax liabilities
          1,015       23             1,038  
Non-current deferred revenue
                             
Other non-current liabilities
    129       595       13             737  
 
                             
Total liabilities
    3,587       5,556       107       (3,661 )     5,589  
 
                                       
Total stockholders’ equity
    3,187       3,085       471       (3,556 )     3,187  
 
                             
Total liabilities and stockholders’ equity
  $ 6,774     $ 8,641     $ 578     $ (7,217 )   $ 8,776  
 
                             

24


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
                                         
    Condensed Consolidating Statements of Cash Flows  
    For the Three Months Ended March 31, 2010  
    Parent     Guarantor     Non-Guarantor     Eliminations     Total  
    (in millions)  
Operating activities:
                                       
Net cash provided by operating activities
  $ (15 )   $ 992     $ 10     $     $ 987  
Investing activities:
                                       
Purchases of property, plant and equipment
          (51 )     (4 )           (55 )
Issuance of related party notes receivable
          (255 )     (15 )     270        
Proceeds from repayment of related party notes receivable
    405                   (405 )      
 
                             
Net cash used in investing activities
    405       (306 )     (19 )     (135 )     (55 )
Financing activities:
                                       
Proceeds from related party long-term debt
    255       15             (270 )      
Repayment of related party long-term debt
          (405 )           405        
Repayment of senior unsecured credit facility
    (405 )                       (405 )
Repurchase of shares of common stock
    (202 )                       (202 )
Dividends paid
    (38 )                       (38 )
Other, net
                             
 
                             
Net cash used in financing activities
    (390 )     (390 )           135       (645 )
Cash and cash equivalents — net change from:
                                       
Operating, investing and financing activities
          296       (9 )           287  
Currency translation
          (1 )     5             4  
Cash and cash equivalents at beginning of period
          191       89             280  
 
                             
Cash and cash equivalents at end of period
  $     $ 486     $ 85     $     $ 571  
 
                             

25


Table of Contents

DR PEPPER SNAPPLE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
                                         
    Condensed Consolidating Statements of Cash Flows  
    For the Three Months Ended March 31, 2009  
    Parent     Guarantors     Non-Guarantors     Eliminations     Total  
    (in millions)  
Operating activities:
                                       
Net cash (used in) provided by operating activities
  $ (30 )   $ 203     $ 5     $     $ 178  
Investing activities:
                                       
Purchases of property, plant and equipment
          (78 )                 (78 )
Purchases of intangible assets
          (5 )                 (5 )
Proceeds from disposals intangible assets
          68                   68  
Issuance of notes receivable
          (185 )           185        
 
                             
Net cash (used in) provided by investing activities
          (200 )           185       (15 )
Financing activities:
                                       
Proceeds from issuance of long-term debt related to guarantor/ non-guarantor
    185                   (185 )      
Repayment of senior unsecured credit facility
    (155 )                       (155 )
Other, net
          (1 )                 (1 )
 
                             
Net cash provided by (used in) financing activities
    30       (1 )           (185 )     (156 )
Cash and cash equivalents — net change from:
                                       
Operating, investing and financing activities
          2       5             7  
Currency translation
          2       (4 )           (2 )
Cash and cash equivalents at beginning of period
          145       69             214  
 
                             
Cash and cash equivalents at end of period
  $     $ 149     $ 70     $     $ 219  
 
                             

26


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
     You should read the following discussion in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2009.
     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 future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation 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, 2009. 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 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.
     Cadbury plc and Cadbury Schweppes plc are hereafter collectively referred to as “Cadbury” unless otherwise indicated. Kraft Foods Inc. acquired Cadbury on February 2, 2010. Kraft Foods, Inc. and/or its subsidiaries are hereafter collectively referred to as “Kraft”.
     Overview
     We are a leading integrated brand owner, manufacturer and distributor of non-alcoholic beverages in the United States, Canada and Mexico, with a diverse portfolio of flavored carbonated soft drinks (“CSDs”) and non-carbonated beverages (“NCBs”), including ready-to-drink teas, juices, juice drinks and mixers. Our brand portfolio includes popular CSD brands such as Dr Pepper, 7UP, Sunkist soda, A&W, Canada Dry, Crush, Squirt, Peñafiel, Schweppes and Venom Energy, and NCB brands such as Snapple, Mott’s, Hawaiian Punch, Clamato, Rose’s and Mr & Mrs T mixers. Our largest brand, Dr Pepper, is a leading flavored CSD in the United States according to The Nielsen Company. We have some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.
     We operate as an integrated brand owner, manufacturer and distributor through our three segments. We believe our integrated business model strengthens our route-to-market, 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 Direct Store Delivery (“DSD”) system and our Warehouse Direct (“WD”) delivery system, which 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 beverage sales are generally higher during the warmer months and also can be influenced by the timing of holidays and religious festivals as well as weather fluctuations.
     Beverage Concentrates
     Our Beverage Concentrates segment is principally a brand ownership and ingredient manufacturing and distribution business. In this segment we manufacture and sell beverage concentrates and syrups in the United States and Canada. Most of the brands in this segment are CSD brands. Key brands include Dr Pepper, 7UP, Sunkist soda, A&W, Canada Dry, Crush, Schweppes, Squirt, RC Cola, Sundrop, Diet Rite, Welch’s, Vernors and Country Time and the concentrate form of Hawaiian Punch.
     Almost all of our beverage concentrates are manufactured at our plant in St. Louis, Missouri.

27


Table of Contents

     The 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 them 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. Concentrate prices historically have been reviewed and adjusted at least on an annual basis.
     Our Beverage Concentrates’ brands are sold by our bottlers, including our own Packaged Beverages segment, 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.
     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 and other products, including our brands, third party owned brands and certain private label beverages, in the United States and Canada. Key NCB brands in this segment include Snapple, Mott’s, Hawaiian Punch, Clamato, Yoo-Hoo, Country Time, Nantucket Nectars, ReaLemon, Mr and Mrs T, Rose’s and Margaritaville. Key CSD brands in this segment include Dr Pepper, 7UP, Sunkist soda, A&W, Canada Dry, Squirt, RC Cola, Welch’s, Vernors, IBC, Mistic and Venom Energy. Additionally, we distribute third party brands such as FIJI mineral water and AriZona tea and a portion of our sales come from bottling beverages and other products for private label owners or others for a fee. Although the majority of our Packaged Beverages’ net sales relate to our brands, we also provide a route-to-market for third party brand owners seeking effective distribution for their new and emerging brands. These brands give us exposure in certain markets to fast growing segments of the beverage industry with minimal capital investment.
     Our Packaged Beverages’ products are manufactured in multiple facilities across the United States and are sold or distributed to retailers and their warehouses by our own distribution network or by third party distributors. The raw materials used to manufacture our products include aluminum cans and ends, glass bottles, PET bottles and caps, paper products, sweeteners, juices, water, beverage concentrates and other ingredients.
     We sell our Packaged Beverages’ products both through our DSD system, supported by a fleet of more than 5,000 trucks and approximately 12,000 employees, including sales representatives, merchandisers, drivers and warehouse workers, as well as through our WD system, both of which include the sales to all major retail channels, including supermarkets, mass merchandisers, club stores, convenience stores, gas stations, small groceries, drug chains and dollar stores.
     Latin America Beverages
     Our Latin America Beverages segment is a brand ownership, manufacturing and distribution business. This segment participates mainly in the carbonated mineral water, flavored CSD, bottled water and vegetable juice categories, with particular strength in carbonated mineral water and grapefruit flavored CSDs. Key brands include Peñafiel, Squirt, Clamato and Aguafiel.
     In Mexico, we manufacture and distribute our products through our bottling operations and third party bottlers and distributors. In the Caribbean, we distribute our products through third party distributors. In Mexico, we also participate in a joint venture to manufacture Aguafiel brand water with Acqua Minerale San Benedetto. We provide expertise in the Mexican beverage market and Acqua Minerale San Benedetto provides expertise in water production and new packaging technologies.
     We sell our finished beverages through all major Mexican retail channels, including the “mom and pop” stores, supermarkets, hypermarkets, and on premise channels.
     Volume
     In evaluating our performance, we consider different volume measures depending on whether we sell beverage concentrates or finished beverages.
     Beverage Concentrates Sales Volume
     In our Beverage Concentrates segment, we measure our sales volume in two ways: (1) “concentrate case sales” and (2) “bottler case sales.” The unit of measurement for both concentrate case sales and bottler case sales equals 288 fluid ounces of finished beverage, or 24 twelve ounce servings.

28


Table of Contents

     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 concentrate cases sold.
     Although net sales in our concentrate businesses are based on concentrate case sales, we believe that bottler case sales are also a significant measure of our performance because they measure sales of packaged beverages into retail channels.
     Packaged Beverages Sales Volume
     In our Packaged Beverages segment, 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.
     Volume in Bottler Case Sales
     In addition to sales volume, we measure volume in bottler case sales (“volume (BCS)”) as sales of packaged beverages, in equivalent 288 fluid ounce cases, sold by us and our bottling partners to retailers and independent distributors. Our contract manufacturing sales are not included or reported as part of volume (BCS).
     Bottler case sales, concentrate case sales and packaged beverage sales volume are not equal during any given period due to changes in bottler concentrate inventory levels, which can be affected by seasonality, bottler inventory and manufacturing practices, and the timing of price increases and new product introductions.
     Company Highlights and Recent Developments
    Net sales totaled $1,248 million for the three months ended March 31, 2010, a decrease of $12 million, or 1%, from the three months ended March 31, 2009.
    Net income for the three months ended March 31, 2010, was $89 million, compared to $132 million for the year ago period, a decrease of $43 million, or 33%.
    Diluted earnings per share were $0.35 per share for the three months ended March 31, 2010, compared with $0.52 for the year ago period.
    On February 26, 2010, we completed the licensing of certain brands and received a one-time nonrefundable cash payment of $900 million from PepsiCo, Inc. (“PepsiCo”).
    During the first quarter of 2010, we repaid $405 million of our senior unsecured credit facility, which was the facility’s principal balance outstanding as of December 31, 2009.
    During the first quarter of 2010, we paid our first dividend of $0.15 per share, and our Board of Directors (the “Board”) declared DPS’ second dividend of $0.15 per share, payable on April 9, 2010.
    During the first quarter of 2010, we repurchased shares of our common stock valued at approximately $202 million.
    During the first quarter of 2010, Moody’s Rating Service (“Moody’s”) raised our debt rating from Baa3 with a stable outlook to Baa2 with a positive outlook and Standard & Poor’s (“S&P”) raised our debt rating from BBB- with a positive outlook to BBB with a stable outlook.
     Results of Operations
     We eliminate from our financial results all intercompany transactions between entities included in the combination 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.”

29


Table of Contents

     Consolidated Operations
     The following table sets forth our unaudited consolidated results of operation for the three months ended March 31, 2010 and 2009 (dollars in millions).
                                         
    For the Three Months Ended March 31,        
    2010     2009     Percentage  
    Dollars     Percent     Dollars     Percent     Change  
Net sales
  $ 1,248       100.0 %   $ 1,260       100.0 %     (1 )%
Cost of sales
    496       39.7       531       42.1       (7 )
 
                               
Gross profit
    752       60.3       729       57.9       3  
Selling, general and administrative expenses
    531       42.6       499       39.6       6  
Depreciation and amortization
    31       2.5       27       2.1       15  
Other operating expense (income), net
    3       0.2       (62 )     (4.9 )     (105 )
 
                               
Income from operations
    187       15.0       265       21.1       (29 )
Interest expense
    34       2.7       55       4.4       (38 )
Interest income
    (1 )     (0.1 )     (1 )     (0.1 )   NM  
Other income, net
    (3 )     (0.2 )     (3 )     (0.2 )   NM  
 
                               
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries
    157       12.6       214       17.0       (27 )
Provision for income taxes
    68       5.5       82       6.5       (17 )
 
                               
Income before equity in earnings of unconsolidated subsidiaries
    89       7.1       132       10.5       (33 )
Equity in earnings of unconsolidated subsidiaries, net of tax
                          NM  
 
                               
Net income
  $ 89       7.1 %   $ 132       10.5 %     (33 )%
 
                               
 
                                       
Earnings per common share:
                                       
Basic
  $ 0.35     NM     $ 0.52     NM       (33 )%
Diluted
  $ 0.35     NM     $ 0.52     NM       (33 )%
     Volume. Volume (BCS) increased 3% for the three months ended March 31, 2010, compared with the three months ended March 31, 2009. In the U.S. and Canada, volume increased 2% and in Mexico and the Caribbean, volume increased 8% compared with the year ago period. CSD volume increased 2% and NCB volume increased 6%. In CSDs, Crush increased 22% compared with the year ago period due to expanded distribution. Dr Pepper volume increased by 3% compared with the year ago period. Our “Core 4” brands (7UP, Sunkist soda, A&W and Canada Dry) were down 2% compared to the year ago period as double-digit declines in Sunkist soda and low single-digit declines in A&W and 7UP were partially offset by a double-digit increase in Canada Dry. Peñafiel volume decreased 10% due to decreased sales to third party distributors. Squirt volume increased 8%. In NCBs, 17% growth in Snapple was due to the successful restage of the brand and the growth of value offerings. A 14% increase in Mott’s was the result of new distribution and strong brand support. Additionally, a 7% increase in Hawaiian Punch was partially offset by declines in third party NCB brands, such as AriZona and FIJI.
     Although volume (BCS) increased 3% for the three months ended March 31, 2010, compared with the three months ended March 31, 2009, sales volume decreased 3% for the same period. The sales volume decreased as a result of lower concentrate sales as third-party bottlers purchased higher levels of concentrate during the fourth quarter of 2009, a decline in contract manufacturing (contract manufacturing is not included in volume (BCS)) and unfavorable comparisons related to the successful Crush launch and related pipeline fill in the first quarter of 2009.
     Net Sales. Net sales decreased $12 million, or 1%, for the three months ended March 31, 2010, compared with the three months ended March 31, 2009. The decrease was primarily attributable to an overall sales volume decrease, including a decline in contract manufacturing within our Packaged Beverages segment, and an unfavorable product mix. These decreases were partially offset by the favorable impact of foreign currency and the revenue recognized for the PepsiCo license.
     Gross Profit. Gross profit increased $23 million for the three months ended March 31, 2010, compared with the three months ended March 31, 2009. Gross margin of 60% for the three months ended March 31, 2010, was higher than the 58% gross margin for the three months ended March 31, 2009, primarily due to lower costs for packaging materials, sweeteners, and other commodity costs and a continued shift in CSDs from twelve ounce can volume towards two liter PET.

30


Table of Contents

     Income from Operations. Income from operations decreased $78 million to $187 million for the three months ended March 31, 2010, compared with the year ago period. The decrease was primarily attributable to the absence of one-time gains of $62 million primarily related to the termination of distribution agreements during the three months ended March 31, 2009. Selling, general and administrative expenses increased by $32 million primarily due to $8 million of one-time transaction costs associated with the PepsiCo agreement. Other drivers of the increase during the three months ended March 31, 2010, were higher productivity office investments, the unfavorable impact of foreign currency and the startup of our manufacturing facility in Victorville, California.
     Interest Expense, Interest Income and Other Income. Interest expense decreased $22 million compared with the year ago period, reflecting the repayment of our senior unsecured Term Loan A facility during December 2009. Other income of $3 million for the three months ended March 31, 2010, related to indemnity income associated with the Tax Indemnity Agreement with Kraft.
     Provision for Income Taxes. The effective tax rates for the three months ended March 31, 2010 and 2009 were 43.3% and 38.3%, respectively. The increase in the effective tax rate for the three months ended March 31, 2010, was primarily driven by a previous change in the provincial income tax rate for Ontario, Canada. The impact of the change in tax rate increased the provision for income taxes and effective tax rate by $13 million and 8.3%, respectively. Refer to Note 8 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information.
     Results of Operations by Segment
     We report our business in three segments: Beverage Concentrates, Packaged Beverages and Latin America Beverages. The key financial measures management uses to assess the performance of our segments are net sales and segment operating profit (“SOP”). The following tables set forth net sales and SOP for our segments for the three months ended March 31, 2010 and 2009, as well as the adjustments necessary to reconcile our total segment results to our consolidated results presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) (in millions).
                 
    For the  
    Three Months Ended  
    March 31,  
    2010     2009  
Segment Results — Net sales
               
Beverage Concentrates
  $ 240     $ 243  
Packaged Beverages
    929       944  
Latin America Beverages
    79       73  
 
           
Net sales
  $ 1,248     $ 1,260  
 
           
 
               
Segment Results — SOP
               
Beverage Concentrates
  $ 146     $ 150  
Packaged Beverages
    114       107  
Latin America Beverages
    7       9  
 
           
Total SOP
    267       266  
Unallocated corporate costs
    77       63  
Other operating expense (income), net
    3       (62 )
 
           
Income from operations
    187       265  
Interest expense, net
    33       54  
Other income, net
    (3 )     (3 )
 
           
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries
  $ 157     $ 214  
 
           

31


Table of Contents

     Beverage Concentrates
     The following table details our Beverage Concentrates segment’s net sales and SOP for the three months ended March 31, 2010 and 2009 (in millions):
                         
    For the      
    Three Months Ended      
    March 31,     Amount  
    2010     2009     Change  
Net sales
  $ 240     $ 243     $ (3 )
SOP
    146       150       (4 )
     Net sales decreased $3 million, or approximately 1%, for the three months ended March 31, 2010, compared with the three months ended March 31, 2009. The decrease was primarily due to a 4% decrease in concentrate case sales volume partially offset by concentrate price increases and $3 million in revenue recognized under the PepsiCo license. Concentrate price increases, which were effective in January 2010, added an incremental $9 million to net sales during the three months ended March 31, 2010. The decrease in volume was primarily driven by the unfavorable comparisons related to the successful Crush launch and related pipeline fill during the first quarter of 2009. Also contributing to the volume decrease during the first quarter of 2010 were higher concentrate sales during the fourth quarter of 2009, ahead of the anticipated price increases as compared to the year ago period.
     SOP decreased $4 million, or approximately 3% for the three months ended March 31, 2010, as compared with the year ago period, primarily driven by the decrease in net sales.
     Volume (BCS) increased approximately 3% for the three months ended March 31, 2010, as compared with the year ago period. The increase was primarily driven by the launch of Cherry Crush in the first quarter of 2010. Dr Pepper also saw increases led by the launch of the Cherry line extensions late in the first quarter of 2009. The Core 4 brands in total remained relatively flat.
     Packaged Beverages
     The following table details our Packaged Beverages segment’s net sales and SOP for the three months ended March 31, 2010 and 2009 (in millions):
                         
    For the      
    Three Months Ended      
    March 31,     Amount  
    2010     2009     Change  
Net sales
  $ 929     $ 944     $ (15 )
SOP
    114       107       7  
     Sales volume decreased 4% for the three months ended March 31, 2010, compared with the three months ended March 31, 2009. The decrease was the result of a decline in contract manufacturing in 2009 partially offset by volume growth in our NCB category. The decline in contract manufacturing negatively impacted total volume by approximately 4%. Total CSD volume decreased 7%. Volume for our Core 4 brands decreased 4%, due to a mid single-digit decline in 7UP and a double-digit decline in Sunkist soda, partially offset by a double-digit increase in Canada Dry due to targeted marketing programs. Total NCB volume increased 11% as a result of a 19% increase in Snapple due to the successful restage of the brand and growth of value offerings, a 14% increase in Mott’s and an 11% increase in Hawaiian Punch.
     Net sales decreased $15 million for the three months ended March 31, 2010, compared with the three months ended March 31, 2009. The decline in contract manufacturing reduced net sales for the three months ended March 31, 2010, by $20 million. Net sales were favorably impacted by volume increases, primarily in NCBs, and the favorable impact of foreign currency, offset in part by the decrease in CSD volume and net pricing decreases, primarily in CSDs.
     SOP increased $7 million for the three months ended March 31, 2010, compared with the three months ended March 31, 2009, primarily due to lower costs for packaging materials, sweeteners and other commodity costs, partially offset by higher benefit costs, costs associated with the startup of our manufacturing facility in Victorville, California, and higher productivity office investments.

32


Table of Contents

     Latin America Beverages
     The following table details our Latin America Beverages segment’s net sales and SOP for the three months ended March 31, 2010 and 2009 (in millions):
                         
    For the      
    Three Months Ended      
    March 31,     Amount  
    2010     2009     Change  
Net sales
  $ 79     $ 73     $ 6  
SOP
    7       9       (2 )
     Sales volume increased 8% for the three months ended March 31, 2010, as compared with the three months ended March 31, 2009. The increase in volume was driven by a 16% increase in Squirt volume due to higher sales to third party bottlers, a 75% increase in Crush volume with the introduction of new flavors in a 2.3 liter value offering, as well as additional distribution routes added throughout 2009. These volume increases were partially offset by a 10% decrease in Peñafiel due to decreased sales to third party distributors.
     Net sales increased $6 million for the three months ended March 31, 2010, compared with the year ago period primarily due to the $6 million favorable impact of changes in foreign currency and increases in sales volume, partially offset by an unfavorable impact related to product mix.
     SOP decreased $2 million for the three months ended March 31, 2010, compared with the three months ended March 31, 2009, primarily due to an unfavorable sales mix and increased spending to support the distribution route expansion and information technology infrastructure upgrades. This was partially offset by increased sales volume and the favorable impact of changes in foreign currency.
Critical Accounting 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 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. Actual amounts may differ from these estimates and judgments. We have identified the following policies as critical accounting policies:
    revenue recognition;
    customer marketing programs and incentives;
    goodwill and other indefinite lived intangible assets;
    definite lived intangible assets;
    stock-based compensation;
    pension and postretirement benefits;
    risk management programs; and
    income taxes.
     These critical accounting policies are discussed in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2009.

33


Table of Contents

     Liquidity and Capital Resources
     Trends and Uncertainties Affecting Liquidity
     We believe that the following transactions, trends and uncertainties may impact liquidity:
    changes in economic factors could impact consumers’ purchasing power; and
    we will continue to make capital expenditures to upgrade our existing plants and distribution fleet of trucks, replace and expand our cold drink equipment and make investments in IT systems in order to improve operating efficiencies and lower costs.
     2010 Borrowings and Repayments
     On November 20, 2009, the Board authorized us to issue up to $1,500 million of debt securities through the Securities and Exchange Commission shelf registration process. At March 31, 2010, $650 million remained authorized to be issued following the issuance described below.
     During the first quarter of 2010, we repaid $405 million borrowed from the revolving credit facility (the “Revolver”).
     The following is a description of our senior unsecured credit facility and the senior unsecured notes. The summaries of the senior unsecured credit facility and the senior unsecured notes are qualified in their entirety by the specific terms and provisions of the senior unsecured credit facility agreement (the “Facility Agreement”) and the indenture governing the senior unsecured notes, respectively, copies of which have previously been filed, as referenced in the exhibits to our Annual Report on Form 10-K for the year ended December 31, 2009.
Senior Unsecured Credit Facility
     Our senior unsecured credit facility originally provided senior unsecured financing of up to $2,700 million, which consisted of:
    the senior unsecured Term Loan A facility (the “Term Loan A”) in an aggregate principal amount of $2,200 million with a term of five years, which was fully repaid in December 2009 prior to its maturity, and under which no further borrowings may be made; and
    the Revolver in an aggregate principal amount of $500 million with a maturity in 2013. The balance of principal borrowings under the Revolver was $0 and $405 million as of March 31, 2010 and December 31, 2009, respectively. Up to $75 million of the Revolver is available for the issuance of letters of credit, of which $42 million and $41 million were utilized as of March 31, 2010, and December 31, 2009, respectively. Balances available for additional borrowings and letters of credit were $458 million and $33 million, respectively, as of March 31, 2010.
     Borrowings under the senior unsecured credit facility bear interest at a floating rate per annum based upon the London interbank offered rate for dollars (“LIBOR”) or the alternate base rate (“ABR”), in each case plus an applicable margin which varies based upon our debt ratings, from 1.00% to 2.50%, in the case of LIBOR loans and 0.00% to 1.50% in the case of ABR loans. The ABR means the greater of (a) JPMorgan Chase Bank’s prime rate and (b) the federal funds effective rate plus one half of 1%. Interest is payable on the last day of the interest period, but not less than quarterly, in the case of any LIBOR loan and on the last day of March, June, September and December of each year in the case of any ABR loan. The average interest rate for the three months ended March 31, 2010 and 2009, was 2.25% and 5.10%, respectively. Interest expense was $2 million and $26 million for the three months ended March 31, 2010 and 2009, respectively. Amortization of deferred financing costs of $1 million and $4 million for the three months ended March 31, 2010 and 2009, respectively, was included in interest expense.
     We utilized interest rate swaps to effectively convert variable interest rates to fixed rates. Refer to Note 6 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information regarding derivatives.
     An unused commitment fee is payable quarterly to the lenders on the unused portion of the commitments in respect of the Revolver equal to 0.15% to 0.50% per annum, depending upon our debt ratings. Interest expense included $1 million of amortization of deferred financing costs associated with the Revolver for each of the three months ended March 31, 2010 and 2009.
     Principal amounts outstanding under the Revolver are due and payable in full at maturity.

34


Table of Contents

     All obligations under the senior unsecured credit facility are guaranteed by substantially all of our existing and future direct and indirect domestic subsidiaries.
     The Facility Agreement contains customary negative covenants that, among other things, restrict our ability to incur debt at subsidiaries that are not guarantors; incur liens; merge or sell, transfer, lease or otherwise dispose of all or substantially all assets; make investments, loans, advances, guarantees and acquisitions; enter into transactions with affiliates; and enter into agreements restricting its ability to incur liens or the ability of subsidiaries to make distributions. These covenants are subject to certain exceptions described in the Facility Agreement. In addition, the Facility Agreement requires us to comply with a maximum total leverage ratio covenant and a minimum interest coverage ratio covenant. The Facility Agreement also contains certain usual and customary representations and warranties, affirmative covenants and events of default. As of March 31, 2010 and December 31, 2009, we were in compliance with all financial covenant requirements.
Senior Unsecured Notes
The 2011 and 2012 Notes
     In December 2009, we completed the issuance of $850 million aggregate principal amount of senior unsecured notes consisting of the 2011 and 2012 Notes. The weighted average interest rate of the 2011 and 2012 Notes was 2.0% for the three months ended March 31, 2010. The net proceeds from the sale of the debentures were used for repayment of existing indebtedness under the Term Loan A. Interest on the 2011 and 2012 Notes is payable semi-annually on June 21 and December 21. Interest expense was $2 million for the three months ended March 31, 2010.
     We utilize interest rate swaps designated as fair value hedges, to convert fixed interest rates to variable rates. Refer to Note 6 of the Notes to our Unaudited Condensed Consolidated Financial Statements for further information regarding derivatives.
     The indenture governing the 2011 and 2012 Notes, among other things, limits our ability to incur indebtedness secured by principal properties, to enter into certain sale and leaseback transactions and to enter into certain mergers or transfers of substantially all of DPS’ assets. The 2011 and 2012 Notes are guaranteed by substantially all of our existing and future direct and indirect domestic subsidiaries. As of March 31, 2010 and December 31, 2009, we were in compliance with all covenant requirements.
The 2013, 2018 and 2038 Notes
     During 2008, we completed the issuance of $1,700 million aggregate principal amount of senior unsecured notes consisting of $250 million aggregate principal amount of 6.12% senior notes due May 1, 2013 (the “2013 Notes”), $1,200 million aggregate principal amount of 6.82% senior notes due May 1, 2018 (the “2018 Notes”), and $250 million aggregate principal amount of 7.45% senior notes due May 1, 2038 (the “2038 Notes”). The weighted average interest rate of the 2013, 2018 and 2038 Notes was 6.8% for both three month periods ended March 31, 2010 and 2009. Interest on the senior unsecured notes is payable semi-annually on May 1 and November 1 and is subject to adjustment. Interest expense was $29 million each for the three months ended March 31, 2010 and 2009, respectively.
     The indenture governing the senior unsecured notes, among other things, limits our ability to incur indebtedness secured by principal properties, to enter into certain sale and lease back transactions and to enter into certain mergers or transfers of substantially all of DPS’ assets. The senior unsecured notes are guaranteed by substantially all of our existing and future direct and indirect domestic subsidiaries. As of March 31, 2010 and December 31, 2009, we were in compliance with all covenant requirements.
     Debt Ratings
     During the first quarter of 2010, Moody’s raised our debt rating from Baa3 with a stable outlook to Baa2 with a positive outlook and S&P raised our debt rating from BBB- with a positive outlook to BBB with a stable outlook. These debt ratings impact the interest we pay on our financing arrangement. A downgrade of one or both of our debt ratings below investment grade could increase our interest expense and decrease the cash available to fund anticipated obligations.
     Cash Management
     We fund our liquidity needs from cash flow from operations, cash and hand or amounts available under our Revolver.

35


Table of Contents

     Capital Expenditures
     Cash paid for capital expenditures was $55 million for the three months ended March 31, 2010. Additions primarily related to the development of our new manufacturing and distribution center in Victorville, California, expansion and replacement of existing cold drink equipment, and IT investments for systems upgrades. We continue to expect to incur discretionary annual capital expenditures in an amount equal to approximately 5% of our net sales which we expect to fund through cash provided by operating activities.
     Acquisitions
     We may make future acquisitions. For example, we may make acquisitions of regional bottling companies, distributors, and distribution rights to further extend our geographic coverage. Any acquisitions may require future capital expenditures and restructuring expenses.
     Liquidity
     Based on our current and anticipated level of operations, we believe that our proceeds from operating cash flows will be sufficient to meet our anticipated obligations for the next twelve months. Excess cash provided by operating activities may be used to fund capital expenditures, pay dividends and repurchase shares of our common stock. 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 Revolver.
     The following table summarizes our cash activity for the three months ended March 31, 2010 and 2009 (in millions):
                 
    For the  
    Three Months Ended  
    March 31,  
    2010     2009  
Net cash provided by operating activities
  $ 987     $ 178  
Net cash used in investing activities
    (55 )     (15 )
Net cash used in financing activities
    (645 )     (156 )
     Net Cash Provided by Operating Activities
     Net cash provided by operating activities increased $809 million for the three months ended March 31, 2010, compared with the year ago period. Deferred revenue and non-current deferred revenue increased due to the receipt of a one-time nonrefundable cash payment of $900 million from PepsiCo. Working capital unfavorability was primarily driven by a decrease in accounts payable and accrued expenses due to the timing of the payment of employee bonuses in the first quarter of 2010 as compared to second quarter of 2009, and increases in other current assets.
     Net Cash Used in Investing Activities
     The increase of $40 million in cash used in investing activities for the three months ended March 31, 2010, compared with the year ago period, was primarily attributable to the absence of one-time cash receipts of $68 million principally from the termination of distribution agreements, partially offset by a decrease in capital expenditures.
     Net Cash Used in Financing Activities
     The increase of $489 million in cash used in financing activities for the three months ended March 31, 2010, compared with the year ago period, was driven by the repayment of our senior unsecured credit facility and the start of our stock repurchase program.
     Cash and Cash Equivalents
     Cash and cash equivalents were $571 million as of March 31, 2010, an increase of $291 million from $280 million as of December 31, 2009. Cash and cash equivalent balances increased as a result of the $900 million cash payment from PepsiCo, partially offset by the repurchases of our common stock and repayment of the outstanding principal balance of the Revolver as of December 31, 2009.
     Our cash balances are used to fund working capital requirements, scheduled debt and interest payments, capital expenditures, income tax obligations, dividend payments and repurchases of our common stock. Cash available in our foreign operations may not be immediately available for these purposes. Foreign cash balances constitute approximately 15% of our total cash position as of March 31, 2010.

36


Table of Contents

     Dividends
     On November 20, 2009, our Board declared our first dividend of $0.15 per share on outstanding common stock, which was paid on January 8, 2010 to stockholders of record at the close of business on December 21, 2009.
     On February 3, 2010, our Board declared a quarterly dividend of $0.15 per share on outstanding common stock, which was paid on April 9, 2010 to the stockholders of record at the close of business on March 22, 2010.
     Common Stock Repurchases
     On February 24, 2010, the Board approved an increase in the total aggregate share repurchase authorization up to $1 billion. Subsequent to the Board’s authorization, we repurchased 5.8 million shares of our common stock valued at approximately $202 million in the three months ended March 31, 2010. Refer to Part II, Item 2 of this Quarterly Report on Form 10-Q for additional information regarding these repurchases.
     Contractual Commitments and Obligations
     We enter into various contractual obligations that impact, or could impact, our liquidity. The following table summarizes our contractual obligations and contingencies as of March 31, 2010 (in millions). Based on our current and anticipated level of operations, we believe that our proceeds from operating cash flows will be sufficient to meet our anticipated obligations. To the extent that our operating cash flows are not sufficient to meet our liquidity needs, we may utilize cash on hand and amounts available under our Revolver. Refer to Notes 5 and 10 of the Notes to our Unaudited Condensed Consolidated Financial Statements for additional information regarding the items described in this table.
                                                         
            Payments Due in Year  
    Total     2010     2011     2012     2013     2014     After 2014  
Revolver
  $     $     $     $     $     $     $  
Interest payments(1)
    1,325       125       135       131       109       101       724  
Operating leases
    387       55       66       55       49       39       123  
Purchase obligations(2)
    789       347       174       110       94       39       25  
 
                                         
Total
  $ 2,501     $ 527     $ 375     $ 296     $ 252     $ 179     $ 872  
 
                                         
 
(1)   Amounts represent our estimated interest payments based on (a) specified interest rates for fixed rate debt, (b) capital lease amortization schedules and (c) debt amortization schedules.
 
(2)   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 March 31, 2010, 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, 2009.
     Off-Balance Sheet Arrangements
     There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our results of operations, financial condition, liquidity, capital expenditures or capital resources.
     Effect of Recent Accounting Pronouncements
     Refer to Note 1 of the Notes to our Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting standards and pronouncements.

37


Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
     We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates, interest rates, and commodity prices. We do not enter into derivatives or other financial instruments for trading purposes.
     Foreign Exchange Risk
     The majority of our net sales, expenses, and capital purchases are transacted in United States dollars. However, we have some 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 March 31, 2010, the impact to net income of a 10% change (up or down) in exchange rates is estimated to be an increase or decrease of approximately $11 million on an annual basis.
     We use derivative instruments such as foreign exchange forward contracts to manage our exposure to changes in foreign exchange rates. For the period ending March 31, 2010, we had contracts outstanding with a notional value of $73 million maturing at various dates through December 15, 2011.
     Interest Rate Risk
     We centrally manage our debt portfolio and monitor our mix of fixed-rate and variable rate debt.
     We are subject to floating interest rate risk with respect to any borrowings, including those we may borrow in the future, under the senior unsecured credit facility. As of March 31, 2010, there were no borrowings outstanding under the senior unsecured credit facility.
     Interest Rate Swaps
     We enter into interest rate swaps to convert fixed-rate, long-term debt to floating-rate debt. These swaps are accounted for as either a fair value hedge or an economic hedge under U.S. GAAP. The fair value hedges qualify for the short-cut method of recognition; therefore, no portion of these swaps is treated as ineffective.
     In December 2009, we entered into interest rate swaps having an aggregate notional amount of $850 million and durations ranging from two to three years in order to convert fixed-rate, long-term debt to floating rate debt. These swaps were entered into at the inception of the 2011 and 2012 Notes and were originally accounted for as fair value hedges under U.S. GAAP. Effective March 10, 2010, $225 million notional of the interest rate swap linked to the 2012 Notes was restructured to reflect a change in the variable interest rate to be paid by us. This change triggered the de-designation of the $225 million notional fair value hedge and the corresponding fair value hedging relationship was discontinued. The $225 million notional restructured interest rate swap was subsequently accounted for as an economic hedge and the gain or loss on the instrument is recognized in earnings.
     As a result of these interest rate swaps, we pay an average floating rate, which fluctuates semi-annually, based on LIBOR. The average floating rate to be paid by us as of March 31, 2010 was less than 1%. The average fixed rate to be received by us as of March 31, 2010 was 2.0%
     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 aluminum, corn (for high fructose corn syrup), natural gas (for use in processing and packaging), PET and fuel.
     We utilize commodities forward contracts 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 March 31, 2010, was a net asset of $8 million.
     As of March 31, 2010, the impact to net income of a 10% change (up or down) in market prices of these commodities is estimated to be an increase or decrease of approximately $16 million on an annual basis.

38


Table of Contents

Item 4. Controls and Procedures.
     Based on evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, as of March 31, 2010, 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 Securities and Exchange Commission’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 is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
     No change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) occurred during the quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

39


Table of Contents

PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
     Information regarding legal proceedings is incorporated by reference from Note 13 of the Notes to our Unaudited Condensed Consolidated Financial Statements.
Item 1A. Risk Factors.
     There have been no material changes that we are aware of from the risk factors set forth in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2009.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
     We repurchased 5.8 million shares of our common stock valued at approximately $202 million in the first quarter of 2010. Our share repurchase program activity for each of the three months and the quarter ended March 31, 2010 was as follows (in thousands, except per share data):
                                 
                            Maximum Dollar  
                            Value of Shares  
                    Total Number of     that May Yet be  
                    Shares Purchased     Purchased Under  
                    as Part of Publicly     Publicly  
    Number of Shares     Average Price     Announced Plans     Announced Plans  
Period   Purchased(1)     Paid per Share     or Programs(2)     or Programs(2)  
January 1, 2010 – January 31, 2010
        $           $ 200,000  
February 1, 2010 – February 28, 2010
                      1,000,000  
March 1, 2010 – March 31, 2010
    5,835       34.69       5,835       797,606  
 
                               
For the quarter ended March 31, 2010
    5,835     $ 34.69       5,835     $ 797,606  
 
                               
 
(1)   Represents number of shares purchased in open-market transactions pursuant to our publicly announced repurchase program.
 
(2)   Represents cumulative number of shares purchased and dollar value remaining under previously announced share repurchase authorizations by the Board of Directors (“the Board”). As previously announced, on November 20, 2009, the Board authorized the repurchase of up to $200 million of the Company’s outstanding common stock during 2010, 2011 and 2012. On February 24, 2010, the Board approved the repurchase of up to an additional $800 million of the Company’s outstanding common stock, bringing the total aggregate share repurchase authorization up to $1 billion. On March 11, 2010, pursuant to authority granted by the Board, the Company’s Audit Committee authorized the Company to attempt to effect up to $1 billion in share repurchases during 2010 if prevailing market conditions permit. The repurchase authorization noted above is also subject to certain repurchase parameters, including a maximum price per share. As a result, there can be no assurance that the Company will be able to execute its share repurchase program up to the authorized levels during 2010.

40


Table of Contents

Item 6. Exhibits.
2.1   Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc, dated as of May 1, 2008 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (filed on May 5, 2008) and incorporated herein by reference).
 
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   Amended and Restated By-Laws of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed on July 16, 2009) 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 an 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 6.12% Senior Notes due 2013 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
 
4.3   Form of 6.82% Senior Notes due 2013 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
 
4.4   Form of 7.45% Senior Notes due 2013 (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).
 
4.5   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).
 
4.6   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).
 
4.7   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).
 
4.8   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).
 
4.9   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).
 
4.10   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).
 
4.11   First Supplemental Indenture, dated as of December 21, 2009, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
 
4.12   1.70% Senior Notes due 2011 (in global form) (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).
 
4.13   2.35% Senior Notes due 2012 (in global form) (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (filed on December 23, 2009) and incorporated herein by reference).

41


Table of Contents

10.1*    Transition Services Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc., dated as of May 1, 2008.
 
10.2*    Tax Sharing and Indemnification Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for the certain provision set forth therein, Cadbury plc, dated as of May 1, 2008.
 
10.3*    Employee Matters Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc, dated as of May 1, 2008.
 
12.1*    Computation of Ratio of Earnings to Fixed Charges.
 
31.1*    Certification of Chief Executive Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act .
 
31.2*    Certification of Chief Financial Officer of Dr Pepper Snapple Group, Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act.
 
32.1**    Certification of Chief Executive Officer of Dr Pepper Snapple Group, 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 Dr Pepper Snapple Group, Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
101*    The following financial information from Dr Pepper Snapple Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009, (ii) Condensed Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
 
*   Filed herewith.
 
**   Furnished herewith.

42


Table of Contents

SIGNATURES
Pursuant to the requirements of Section 12 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.
             
    Dr Pepper Snapple Group, Inc.
 
           
 
  By:   /s/ John O. Stewart    
 
           
 
  Name:   John O. Stewart    
 
  Title:   Executive Vice President and Chief Financial Officer    
Date: May 6, 2010

43