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Debt shift backs Global Coffee Co plan at Keurig Dr Pepper (NASDAQ: KDP)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Keurig Dr Pepper Inc. updated its financing structure and released detailed coffee-segment financials tied to its planned acquisition of JDE Peet’s and the spin-off of “Global Coffee Co.” The company amended its December 2025 term loan so that Maple Parent Holdings Corp., a wholly owned subsidiary, becomes a co-borrower jointly and severally liable with KDP. The amendment extends the maturity of €2.6 billion of the term loan to 15 months from initial funding, while €7.75 billion still matures 364 days after funding. Maple also agreed to guarantee KDP’s senior notes until the planned separation of the coffee and beverage businesses, after which KDP will be released from the term loan and Maple will be the sole borrower.

The company expects to use borrowings under the amended term loan, together with other financing sources and a proposed private offering of senior unsecured notes in U.S. dollars and euros, to fund the JDE Peet’s acquisition and related costs. Alongside this, KDP furnished audited combined financial statements for KDP Coffee Co and unaudited pro forma financial information for both KDP and the future Global Coffee Co. For 2025, KDP Coffee Co reported net sales of $4.7 billion and net income of $700 million, with strong gross profit and significant goodwill and intangible assets on its balance sheet.

Positive

  • None.

Negative

  • None.

Insights

Keurig Dr Pepper is layering significant new debt to fund a major coffee acquisition and spin-off.

Keurig Dr Pepper is advancing its strategy to acquire JDE Peet’s and separate its coffee operations by restructuring a large euro term loan and planning new senior unsecured notes. The amendment makes subsidiary Maple Parent Holdings Corp. a co-borrower and extends €2.6 billion of maturities to 15 months from initial funding, while €7.75 billion remains on a 364‑day schedule.

Maple will also guarantee KDP’s senior notes until the coffee and beverage separation, at which point KDP will be released from the amended term loan and Maple will stand as sole borrower. This concentrates coffee-related leverage in the carved-out business that will ultimately support Global Coffee Co. Actual balance-sheet risk will depend on final funding mix, note pricing, and closing of the JDE Peet’s transaction.

The furnished 2025 coffee-segment figures—net sales of $4.7 billion and net income of $700 million—show a sizeable, profitable platform backing the spin-off plans. Unaudited pro forma information for both KDP and Global Coffee Co, anchored to December 31 2025, helps frame how the combined coffee business and the remaining beverage company might look once the acquisition and separation are completed.

false 0001418135 0001418135 2026-03-06 2026-03-06
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2026

 

 

 

LOGO

Keurig Dr Pepper Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33829   98-0517725

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

6425 Hall of Fame Lane, Frisco, Texas 75034

(Address of principal executive offices) (Zip Code)

(800) 527-7096

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock   KDP   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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

 

 
 


Item 1.01. Entry into a Material Definitive Agreement

Amendment to Term Loan Agreement

On March 6, 2026, Keurig Dr Pepper Inc. (“KDP” or the “Company”) entered into an amendment (the “Amendment No. 1”) to its Term Loan Agreement, dated as of December 18, 2025 (the “Term Loan Agreement”, as amended by Amendment No. 1, the “Amended Term Loan Agreement”), with Maple Parent Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Maple” or the “Issuer”), the guarantors party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc. (“MSSF”), as administrative agent.

Pursuant to the Amendment No. 1, Maple joined and became a party to the Amended Term Loan Agreement as a “Borrower” and agreed to be jointly and severally liable, together with KDP, for all obligations of KDP and Maple under the Amended Term Loan Agreement. The Amendment No. 1 also provides that, upon completion of KDP’s previously announced separation of its coffee and beverage businesses (the “Separation”), KDP shall be automatically released from the Amended Term Loan Agreement and all of its obligations and liabilities thereunder will automatically terminate. Following the Separation, Maple will be the sole Borrower under the Amended Term Loan Agreement. Maple also separately agreed to guarantee all of KDP’s senior notes. Such guarantees will terminate upon the Separation.

In addition, the Amendment No. 1 will, among other things, extend the maturity of €2.6 billion of the term loan to the date that is 15 months from the date of initial funding under the Amended Term Loan Agreement. The maturity of the remaining €7.75 billion of the term loan will not be modified and will continue to be the date that is 364 days after the date of initial funding under the Amended Term Loan Agreement. The Company expects to use borrowings under the Amended Term Loan Agreement, along with other financing sources, to fund the Company’s previously announced acquisition (the “JDE Peet’s Acquisition”) of JDE Peet’s N.V. (“JDE Peet’s”) and to pay related fees and expenses in connection therewith.

The foregoing description of the Amendment No. 1 is qualified in its entirety by reference to the full text of the Amendment No. 1, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 regarding the Amendment No. 1 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

Financial Information

In connection with the proposed offering of notes (as described below under Item 8.01), the Company is providing potential investors with certain financial information regarding KDP Coffee Co and Global Coffee Co. As used herein, (1) “KDP Coffee Co” refers to (A) the “U.S. Coffee” operating segment of the Company, excluding the sales related to the distribution of ready-to-drink La Colombe coffee beverages, and (B) that portion of the “International” operating segment of the Company consisting of sales in Canada from the manufacture and distribution of finished goods relating to single serve brewers, K-Cup pods, AltaRounds pressed coffee and other coffee products, in each case as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and (2) “Global Coffee Co.” refers to the planned publicly traded company that is expected to hold (A) KDP Coffee Co and (B) the business of JDE Peet’s and its subsidiaries upon completion of the JDE Peet’s Acquisition and the Separation.

The financial information provided for KDP Coffee Co includes audited combined financial information, consisting of combined statements of income, combined statements of comprehensive income, combined balance sheets, combined statements of cash flows, and combined statements of changes in stockholders’ equity for the years ended December 27, 2025, December 28, 2024 and December 30, 2023 and as of December 27, 2025 and December 28, 2024, together with the notes thereto, and the report of KDP Coffee Co’s independent auditor thereon (the “KDP Coffee Co Financial Statements”).

 


The Company is also providing potential investors with (i) unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2025 (the “Unaudited Pro Forma Condensed Combined Financial Information of the Company”), and (ii) unaudited pro forma condensed combined financial information of Global Coffee Co. as of and for the year ended December 31, 2025 (the “Unaudited Pro Forma Condensed Combined Financial Information of Global Coffee Co.” and, collectively with the KDP Coffee Co Financial Statements and the Unaudited Pro Forma Condensed Combined Financial Information of the Company, the “Financial Information”).

The unaudited pro forma condensed combined statement of income of KDP combines the historical statements of income of the Company and JDE Peet’s, as adjusted and converted, and gives effect to adjustments reflecting the accounting for the JDE Peet’s Acquisition and related transactions (the “Transactions”) (other than the Separation) as if such transactions occurred on January 1, 2025. The unaudited pro forma condensed combined statement of income of Global Coffee Co. combines the historical statements of KDP Coffee Co and JDE Peet’s, as adjusted and converted, and gives effect to adjustments reflecting the accounting for the Transactions (other than KDP’s contemplated issuance of 4.5 million shares of convertible preferred stock (the “Preferred Investment”)) as if such transactions occurred on January 1, 2025. The unaudited pro forma condensed combined balance sheet of KDP combines the historical balance sheets of KDP and JDE Peet’s, as adjusted and converted, as of December 31, 2025 and gives effect to adjustments reflecting the accounting for the Transactions (other than the Separation) as if such transactions occurred on December 31, 2025. The unaudited pro forma condensed combined balance sheet of Global Coffee Co. combines the historical balance sheets of KDP Coffee Co and JDE Peet’s, as adjusted and converted, as of December 31, 2025 and gives effect to adjustments reflecting the accounting for the Transactions (other than the Preferred Investment) as if such transactions occurred on December 31, 2025.

The unaudited pro forma condensed combined financial information of KDP and Global Coffee Co., as applicable, is based on available information and certain assumptions that the Company believes are reasonable. The assumptions and estimates underlying the unaudited pro forma condensed combined financial information are described in the accompanying notes thereto, which should be read together with the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information of KDP is presented for informational purposes only and is not intended to represent or be indicative of the financial condition or results of operations that we would have reported had the Transactions (other than the Separation) actually occurred during the periods and as of the dates presented, and the unaudited pro forma condensed combined financial information of KDP does not purport to project our results of operations or financial condition as of any future date or for any future period. The unaudited pro forma condensed combined financial information of Global Coffee Co. is presented for informational purposes only and is not intended to represent or be indicative of the financial condition or results of operations that we would have reported had the Transactions (other than the Preferred Investment) actually occurred during the periods and as of the dates presented, and the unaudited pro forma condensed combined financial information of Global Coffee Co. does not purport to project our results of operations or financial condition as of any future date or for any future period.

The Financial Information is furnished herewith as Exhibits 99.1, 99.2 and 99.3, each of which is incorporated herein by reference.

The information presented in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

 


Item 8.01. Other Events

Proposed Offering of Notes

In connection with the JDE Peet’s Acquisition, the Company has announced that the Issuer intends to commence, subject to market and other customary conditions, a private offering of the Issuer’s senior unsecured notes, in multiple tranches, denominated in U.S. dollars and euros.

The Company intends to use the net proceeds from such offering and sale, together with other financing sources, to fund the JDE Peet’s Acquisition and to pay related fees and expenses in connection with the JDE Peet’s Acquisition and related transactions.

Any such offering will be made only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the notes. Any offers of the notes will be made only by means of a private offering memorandum. The notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

Forward-Looking Statements

Certain statements in this report may be considered “forward-looking statements,” such as statements relating to the Transactions. Forward-looking statements include those preceded by, followed by or that include the words “anticipate,” “expect,” “believe,” “could,” “continue,” “ongoing,” “estimate,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and similar words. These forward-looking statements speak only as of the date of this report. Although the Company believes that its assumptions upon which such forward-looking statements are based are reasonable, the Company can give no assurance that these forward-looking statements will prove to be correct. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
   Document Description
10.1    Amendment No. 1 to Term Loan Agreement, dated as of March 6, 2026, among Keurig Dr Pepper Inc., as borrower, Maple Parent Holdings Corp., as borrower, Morgan Stanley Senior Funding, Inc., as administrative agent, the guarantors party thereto and the lenders party thereto.
99.1    KDP Coffee Co Financial Information.
99.2    Unaudited Pro Forma Condensed Combined Financial Information of KDP.
99.3    Unaudited Pro Forma Condensed Combined Financial Information of Global Coffee Co.
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


SIGNATURE

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

 

KEURIG DR PEPPER INC.
By:  

/s/ Anthony Shoemaker

  Name:   Anthony Shoemaker
  Title:   Chief Legal Officer, General Counsel and Secretary

Date: March 10, 2026

Exhibit 99.1

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

     Page Number  

Combined Statements of Income

     1  

Combined Statements of Comprehensive Income

     2  

Combined Balance Sheets

     3  

Combined Statements of Cash Flows

     4  

Combined Statements of Changes in Equity

     6  

Notes to Combined Financial Statements

     7  

1. Business and Basis of Presentation

     7  

2. Significant Accounting Policies

     9  

3. Goodwill and Other Intangible Assets

     18  

4. Derivatives

     19  

5. Leases

     22  

6. Net Sales

     23  

7. Equity Method Investments

     24  

8. Income Taxes

     24  

9. Accumulated Other Comprehensive Income (Loss)

     28  

10. Property, Plant, and Equipment

     28  

11. Commitments and Contingencies

     29  

12. Transactions with Variable Interest Entities

     30  

13. Restructuring and Integration Costs

     31  

14. Related Parties

     32  

15. JV Investment

     33  

16. Subsequent Events

     34  


INDEPENDENT AUDITOR’S REPORT

Those Charged with Governance of KDP Coffee Co.

Opinion

We have audited the combined financial statements of KDP Coffee Co. (the “Company”), which comprise the combined balance sheets as of December 27, 2025 and December 28, 2024, and the related combined statements of income, comprehensive income, cash flows, and changes in equity for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, and the related notes to the combined financial statements (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement


resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

 

   

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

   

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

   

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

   

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

   

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Deloitte & Touche LLP

Dallas, Texas

February 24, 2026 (March 9, 2026, as to the effect of debt amendments associated with co-borrowing and guarantees referenced in paragraph 11 and paragraph 12 in Footnote 16, Subsequent Events)


KDP COFFEE CO

COMBINED STATEMENTS OF INCOME

 

     Year Ended  
(in millions)    December 27, 2025     December 28, 2024     December 30, 2023  

Net sales

   $ 4,700     $ 4,641     $ 4,754  

Cost of sales

     2,834       2,637       2,692  
  

 

 

   

 

 

   

 

 

 

Gross profit

     1,866       2,004       2,062  

Selling, general, and administrative expenses

     992       1,041       1,092  

Other operating income, net

     (1     (7     (7
  

 

 

   

 

 

   

 

 

 

Income from operations

     875       970       977  

Interest income, net

     (6     (6     (5

Other (income) expense, net

     (15     5       —   
  

 

 

   

 

 

   

 

 

 

Income before provision for income taxes

     896       971       982  

Provision for income taxes

     196       232       224  
  

 

 

   

 

 

   

 

 

 

Net income

   $ 700     $ 739     $ 758  
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these combined financial statements.

 

1


KDP COFFEE CO

COMBINED STATEMENTS OF COMPREHENSIVE INCOME

 

     Year Ended  
(in millions)    December 27,
2025
     December 28,
2024
    December 30,
2023
 

Net income

   $ 700      $ 739     $ 758  

Other comprehensive income

       

Foreign currency translation adjustments

     47        (76     20  

Net change in cash flow hedges, net of tax of $(5), $(4) and $3, respectively

     16        11       (16
  

 

 

    

 

 

   

 

 

 

Total other comprehensive income (loss)

     63        (65     4  
  

 

 

    

 

 

   

 

 

 

Comprehensive income

   $ 763      $ 674     $ 762  
  

 

 

    

 

 

   

 

 

 

The accompanying notes are an integral part of these combined financial statements.

 

2


KDP COFFEE CO

COMBINED BALANCE SHEETS

 

(in millions)    December 27, 2025      December 28, 2024  

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 168      $ 132  

Trade accounts receivable, net

     715        642  

Inventories

     954        658  

Prepaid expenses and other current assets

     408        199  
  

 

 

    

 

 

 

Total current assets

     2,245        1,631  

Property, plant, and equipment, net

     944        866  

Equity method investments

     3        21  

Goodwill

     9,725        9,669  

Intangible assets, net

     2,951        3,045  

Deferred tax assets

     21        25  

Other non-current assets

     423        551  
  

 

 

    

 

 

 

Total assets

   $ 16,312      $ 15,808  
  

 

 

    

 

 

 

Liabilities and Equity

     

Current liabilities:

     

Accounts payable

   $ 1,149      $ 1,130  

Accrued expenses

     208        181  

Structured payables

     12        17  

Other current liabilities

     237        205  
  

 

 

    

 

 

 

Total current liabilities

     1,606        1,533  

Deferred tax liabilities

     750        751  

Other non-current liabilities

     388        390  
  

 

 

    

 

 

 

Total liabilities

     2,744        2,674  

Commitments and contingencies

     

Accumulated other comprehensive income (loss)

     50        (13

Net parent investment

     13,518        13,147  
  

 

 

    

 

 

 

Total equity

     13,568        13,134  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 16,312      $ 15,808  
  

 

 

    

 

 

 

The accompanying notes are an integral part of these combined financial statements.

 

3


KDP COFFEE CO

COMBINED STATEMENTS OF CASH FLOWS

 

     Year Ended  
(in millions)    December 27, 2025     December 28, 2024     December 30, 2023  

Operating activities:

      

Net income

   $ 700     $ 739     $ 758  

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation expense

     138       127       131  

Amortization of intangibles

     94       106       110  

Other amortization expense

     28       37       36  

Provision for sales returns

     60       70       61  

Deferred income taxes

     (3     (35     (36

Employee stock-based compensation expense

     29       28       34  

(Gain) loss on disposal of property, plant, and equipment

     (3     19       1  

Unrealized (gain) loss on foreign currency

     (19     28       (19

Unrealized (gain) loss on derivatives

     (52     (19     19  

Other, net

     (6     (2     2  

Changes in assets and liabilities:

      

Trade accounts receivable

     (125     (129     (13

Inventories

     (288     (73     182  

Income taxes receivable and payables, net

     (27     26       (40

Other current and non-current assets

     73       (62     72  

Accounts payable and accrued expenses

     48       (367     (1,206

Other current and non-current liabilities

     (18     (34     (38
  

 

 

   

 

 

   

 

 

 

Net change in operating assets and liabilities

     (337     (639     (1,043
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     629       459       54  
  

 

 

   

 

 

   

 

 

 

Investing activities:

      

Purchases of property, plant, and equipment

     (199     (238     (166

Proceeds from sales of property, plant, and equipment

     12       —        —   

Issuance of related party note receivable

     (1     —        (11

Proceeds from sale of equity method investment

     26       —         

Other, net

     —        (3     (1
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

   $ (162   $ (241   $ (178
  

 

 

   

 

 

   

 

 

 

Financing activities:

      

Proceeds from structured payables

   $ 15     $ 19     $ 28  

Payments on structured payables

     (20     (27     (45

Payments on finance leases

     (20     (16     (16

Proceeds from related party note receivable

     —        45       —   

Payments on related party note receivable

     (11     —        —   

Net transfers (to) from Parent

     (395     (160     34  

Other, net

     (1     (1     (1
  

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

   $ (432   $ (140   $ —   
  

 

 

   

 

 

   

 

 

 

Net change from:

      

Operating, investing and financing activities

     35       78       (124

The accompanying notes are an integral part of these combined financial statements.

 

4


     Year Ended  
(in millions)    December 27, 2025      December 28, 2024     December 30, 2023  

Effect of exchange rate changes

     1        (7     3  

Beginning of period

     132        61       182  
  

 

 

    

 

 

   

 

 

 

End of period

   $ 168      $ 132     $ 61  
  

 

 

    

 

 

   

 

 

 

Supplemental cash flow disclosures:

       

Capital expenditures included in accounts payable and accrued expenses

     91        101       107  

The accompanying notes are an integral part of these combined financial statements.

 

5


KDP COFFEE CO

COMBINED STATEMENTS OF CHANGES IN EQUITY

 

(in millions)    Accumulated
Other
Comprehensive
Income (Loss)
    Net Parent
Investment
    Total Equity  

Balance as of December 31, 2022

   $ 48     $ 11,765     $ 11,813  

Net income

     —        758       758  

Other comprehensive income

     4       —        4  

Net transfers from Parent

     —        71       71  
  

 

 

   

 

 

   

 

 

 

Balance as of December 30, 2023

     52       12,594       12,646  
  

 

 

   

 

 

   

 

 

 

Net income

     —        739       739  

Other comprehensive loss

     (65     —        (65

Net transfers to Parent

           (186     (186
  

 

 

   

 

 

   

 

 

 

Balance as of December 28, 2024

   $ (13   $ 13,147     $ 13,134  
  

 

 

   

 

 

   

 

 

 

Net income

     —        700       700  

Other comprehensive income

     63       —        63  

Net transfers to Parent

     —        (329     (329
  

 

 

   

 

 

   

 

 

 

Balance as of December 27, 2025

   $ 50     $ 13,518     $ 13,568  
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these combined financial statements.

 

6


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

 

1. Business and Basis of Presentation

The accompanying combined financial statements present the combined results of operations, financial position and cash flows of the coffee business (“KDP Coffee Co”, “we”, “us”, or the “Company”) of Keurig Dr Pepper Inc. (“KDP” or the “Parent”). KDP Coffee Co is a leading producer of innovative single-serve brewing systems and specialty coffee in North America.

On August 25, 2025, KDP announced an agreement to acquire JDE Peet’s N.V. (“JDE Peet’s”), and on January 16, 2026, KDP commenced a tender offer to acquire all of the issued ordinary shares, excluding ordinary shares in treasury, of JDE Peet’s for a cash offer price of €31.85 per share, without interest. JDE Peet’s is a global pure-play coffee company with a portfolio of leading brands including Jacobs, L’OR, and Peet’s. The acquisition of JDE Peet’s is expected to occur early in the second quarter of 2026 and is subject to the satisfaction or waiver of closing conditions, including acceptance of the offer by the shareholders of JDE Peet’s. Simultaneously, KDP announced its intention to pursue a spin-off of its KDP Coffee Co business, together with the JDE Peet’s business, into a publicly traded company which we refer to as Global Coffee Co. (the “Separation”). Completion of the Separation will be subject to a number of customary market, regulatory and other closing conditions, including the approval of KDP’s board of directors. References to KDP Coffee Co or the Company include the subsidiaries of KDP that will be subsidiaries of KDP Coffee Co upon the completion of the Separation.

KDP Coffee Co’s fiscal year end is the last Saturday in December, and our interim fiscal quarters end every thirteenth Saturday. The fiscal year for KDP Coffee Co includes 52 weeks for the years ended December 27, 2025, December 28, 2024, and December 30, 2023.

For the years presented in the accompanying combined financial statements, separate financial statements have not historically been prepared for the Company. The accompanying combined financial statements have been derived from KDP’s historical accounting records and were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The combined financial statements include all revenues and costs directly attributable to the Company and an allocation of expenses related to certain KDP corporate functions, including, but not limited to, human resources, legal, finance, central and shared technology, and other KDP corporate functions and overhead. These expenses have been attributed to the Company based on direct usage or benefit where specifically identifiable, with the remainder allocated using reasonable and consistently applied methodologies. KDP Coffee Co and KDP consider these allocations to reasonably reflect the utilization of related services and the benefits received; however, the allocations may not be indicative of the actual expenses that would have been incurred if KDP Coffee Co operated as an independent, stand-alone entity, nor are they indicative of future expenses of KDP Coffee Co. Refer to Note 14 for further information about the expenses allocated to KDP Coffee Co.

The combined financial statements reflect all assets and liabilities of the Parent specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity. Net parent investment represents the Parent’s historical investment in the Company and includes accumulated net income attributable to the Company, and the net effect of transactions with the Parent.

KDP uses a centralized approach for the purpose of cash management and financing of its operations. This approach may not be reflective of the way that KDP Coffee Co would have financed its operations had it been a separate, standalone entity during the periods presented. The centralized cash management arrangement is reflected in the Combined Balance Sheets within Net parent investment and within the Combined Statements of Cash Flow as Net transfers (to) from Parent. Cash and cash equivalents attributed to the Company for each of the periods presented represents cash held in accounts legally owned by the Company.

The Parent’s long-term debt and related interest expense have not been allocated to the Company for any of the periods presented, as the Company is not legal obligor or guarantor of such borrowings.

 

7


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

The income tax provisions in the combined financial statements have been calculated as if the Company operated on a standalone basis and filed a separate tax return in the jurisdictions in which it operates. The tax expense and items of current and deferred taxes may not be indicative of the actual tax amounts that would have been recorded had the Company operated independently.

All intercompany balances and transactions within the Company have been eliminated in the combined financial statements.

The historical results of operations, financial position and cash flows of the Company presented in these combined financial statements may not be indicative of what they would have been had the Company been an independent stand-alone entity, nor are they necessarily indicative of the Company’s future combined results of operations, financial position, and cash flows.

PRINCIPLES OF COMBINATION

The combined financial statements include the accounts of KDP Coffee Co and its wholly-owned subsidiaries.

We would be required to consolidate variable interest entities (“VIEs”) for which we have been determined to be the primary beneficiary. To determine if we are the primary beneficiary, we assess specific criteria and use judgment when determining if we have the power to direct the significant activities of the VIE and the obligation to absorb losses or receive benefits from the VIE that may be significant to the VIE. Factors considered include risk and reward sharing, voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s governance structure, existence of unilateral kick-out rights exclusive of protective rights or voting rights, and level of economic disproportionality between the Company and the VIE’s other partner(s). We have determined that we are not the primary beneficiary of any VIEs. However, future events may require us to consolidate VIEs if we become the primary beneficiary.

We use the equity method to account for investments in companies if the investment provides us with the ability to exercise significant influence over operating and financial policies of the investee. Our proportionate share of the net income or loss of these companies is included within Other (income) expense, net in the Combined Statements of Income. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the entity’s board or similar governing body, participation in policy-making decisions, and material related party transactions.

 

8


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

2. Significant Accounting Policies

USE OF ESTIMATES

The process of preparing our combined financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect reported amounts. These estimates and judgments are based on historical experience, future expectations, and other factors and assumptions we believe to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Changes in estimates are recorded in the period of change. Actual amounts may differ from these estimates.

SIGNIFICANT ACCOUNTING POLICIES

Fair Value

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. Based upon the transparency of inputs to the valuation of an asset or liability, a three-level hierarchy has been established for fair value measurements. 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.

We estimate fair values of financial instruments measured at fair value in the combined financial statements on a recurring basis to ensure they are calculated based on market rates to settle the instruments. These values represent the estimated amounts we would pay or receive to terminate agreements, taking into consideration current market rates and creditworthiness.

As of December 27, 2025 and December 28, 2024, we did not have any assets or liabilities measured on a recurring basis without observable market values that would require a high level of judgment to determine fair value (Level 3).

Transfers between levels are recognized at the end of each reporting period. There were no transfers of financial instruments between the three levels of fair value hierarchy during the years ended December 27, 2025, December 28, 2024, and December 30, 2023.

Cash and Cash Equivalents

Cash and cash equivalents include cash and investments in short-term, highly liquid securities, with original maturities of three months or less.

We are exposed to potential risks associated with our cash and cash equivalents. We place our cash and cash equivalents with high credit quality financial institutions. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand and, therefore, we believe the financial risks associated with these financial instruments are minimal.

 

9


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Trade Accounts Receivable and Allowance for Expected Credit Losses

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

We are exposed to potential credit risks associated with our accounts receivable, as we generally do not require collateral on our accounts receivable. We determine the required allowance for expected credit losses using information such as customer credit history and financial condition, industry and market segment information, credit reports, and economic trends and conditions. Allowances can be affected by changes in the industry, customer credit issues or customer bankruptcies, or expectations of any such events in a future period when reasonable and supportable. Historical information is utilized beyond reasonable and supportable forecast periods. Amounts are charged against the allowance when it is determined that expected credit losses may occur. Activity in the allowance for expected credit loss accounts was not significant for the years ended December 27, 2025, December 28, 2024, and December 30, 2023.

Concentration of Risk

KDP Coffee Co has three major customers whose sales each exceed 10% of total KDP Coffee Co net sales. The following table presents our major customers’ net sales for, and accounts receivable as of, the periods presented:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

Net sales

        

Customer A

   $ 870      $ 927      $ 936  

Customer B

     867        785        768  

Customer C

     699        642        621  
            December 27, 2025      December 28, 2024  

Trade accounts receivable, net

        

Customer A

      $ 94      $ 111  

Customer B

        92        64  

Customer C

        124        122  

Inventories

Inventories consist of raw materials and finished goods. Raw materials include various commodity costs for our ingredients and materials sourced from various providers. The costs of finished goods inventories manufactured by us include raw materials, direct labor, and indirect production and overhead costs. Finished goods also include the purchases of brewing systems and ready-to-drink coffee products from third-party manufacturers. Inventories are stated at the lower of cost or net realizable value. Cost is measured using standard cost, which approximates first-in, first-out. We make adjustments for excess and obsolete inventories based on an assessment of slow-moving and obsolete inventories, determined by historical usage and demand.

The following table summarizes our inventories:

 

(in millions)    December 27, 2025      December 28, 2024  

Inventories:

     

Raw materials

   $ 467      $ 288  

Finished goods

     487        370  
  

 

 

    

 

 

 

Total inventories

   $ 954      $ 658  
  

 

 

    

 

 

 

 

10


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Property, Plant, and Equipment, Net

Property, plant, and equipment is stated at cost, plus capitalized interest during the actual construction period of major capital projects, net of accumulated depreciation. Significant improvements which substantially extend the useful lives of assets are capitalized, and expenditures for repairs and maintenance which do not improve or extend the life of the assets are expensed as incurred. We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use, which are included in property, plant, and equipment. When property, plant, and equipment is sold, the costs and the related accumulated depreciation are removed from the accounts, and any net gain or loss is recorded in Other operating income, net in the Combined Statements of Income.

For financial reporting purposes, depreciation is computed on the straight-line method over the estimated useful asset lives as follows:

 

Type of Asset

   Useful Life  

Buildings and improvements

     5 to 39 years  

Machinery and equipment

     2 to 17 years  

Computer software

     2 to 8 years  

Leasehold improvements, which are primarily considered building improvements, are depreciated over the shorter of the estimated useful life of the assets or the lease term. Estimated useful lives are periodically reviewed and, when warranted, are updated.

We periodically review long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. In order to assess recoverability, we compare the estimated undiscounted future pre-tax cash flows from the use of the group of assets, as defined, to the carrying amount of such assets. Measurement of an impairment loss is based on the excess of the carrying amount of the group of assets over the long-lived asset’s fair value, and any impairment loss is recorded in Other operating income, net, in the Combined Statements of Income. For the years ended December 27, 2025, December 28, 2024, and December 30, 2023, no impairment loss was recorded related to these assets.

Property, plant, and equipment held for sale are recorded at the lower of their carrying amount or fair value less cost to sell. Assets held for sale as of December 27, 2025 and December 28, 2024 were $29 million and $6 million, respectively, and are included in Prepaid expenses and other current assets on the Combined Balance Sheets as they are expected to be sold within the next twelve months.

Leases

We lease certain facilities and machinery and equipment. These leases expire at various dates through 2041. Some lease agreements contain standard renewal provisions that allow us to renew the lease at rates equivalent to fair market value at the end of the lease term. Our lease agreements do not contain any material restrictive covenants. Certain leases of manufacturing and warehousing properties contain a residual value guarantee (“RVG”) at the end of the term. Refer to Note 12 for additional information about RVGs.

Operating leases are included within other non-current assets, other current liabilities, and other non-current liabilities within the Combined Balance Sheets. Finance leases are included within Property, plant, and equipment, net, other current liabilities, and other non-current liabilities. Leases with an initial term of 12 months or less are not recognized on the Combined Balance Sheets.

Right of use assets and lease liabilities are recognized in the Combined Balance Sheets at the present value of future minimum lease payments over the lease term on the commencement date. When the rate implicit in the lease is not provided to us, we use KDP’s incremental borrowing rate based on information available at the commencement date to determine the present value of future minimum lease payments. KDP’s incremental borrowing rate is determined using a portfolio of secured borrowing rates commensurate with the term of the lease and is reassessed on a quarterly basis.

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

 

11


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Equity Method Investments

We hold investments in certain entities which are accounted for as equity method investments. Equity method investments are reported at cost, which includes third-party transaction costs, and are adjusted each period for dividends paid, if any, as well as our share of the investee’s net income or loss. Our share of the net income or loss resulting from these investments is recorded in Other (income) expense, net in the Combined Statements of Income. The carrying value of our equity method investments is reported in Equity method investments in the Combined Balance Sheets. Distributions received from equity method investments are classified using the cumulative earnings approach on the Combined Statements of Cash Flows. Our equity method investments in certain privately held entities do not have readily determinable fair values and are periodically evaluated for impairment. An impairment loss would be recorded whenever a decline in value of an investment below its carrying amount is determined to be other than temporary. We recorded an impairment charge of $2 million for the year ended December 28, 2024 within Other (income) expense, net in the Combined Statements of Income. No impairment charges were recorded for the years ended December 27, 2025 or December 30, 2023.

Goodwill and Other Intangible Assets

Other intangible assets are classified into two categories:

 

   

intangible assets with definite lives subject to amortization, and

 

   

intangible assets with indefinite lives not subject to amortization.

Identifiable intangible assets deemed to have determinable finite useful lives are amortized on a straight-line basis over the period of which the expected economic benefit is derived. Amortization expense is recorded in Selling, general, and administrative expenses in the Combined Statements of Income. The estimated useful lives of intangible assets with definite lives are as follows:

 

Type of Asset

   Useful Life  

Acquired technology

     20 years  

Customer relationships

     10 to 12 years  

Trade names

     10 years  

For intangible assets with definite lives, tests for impairment are performed if conditions exist that indicate the carrying value may not be recoverable.

We have determined that certain trade names have indefinite useful lives. In arriving at the conclusion that a trade name has an indefinite useful life, we review factors such as size, diversification, and market share of each trade name. We expect to acquire, hold, and support trade names for an indefinite period through consumer marketing and promotional support. We also consider factors such as our ability to continue to protect the legal rights that arise from these intangible assets indefinitely or the absence of any regulatory, economic, or competitive factors that could truncate the life of these intangible assets. If the criteria are not met, the trade name is considered to have a finite useful life.

For goodwill and indefinite-lived intangible assets, we perform quarterly analyses to evaluate whether any triggering events have occurred which may indicate that the carrying amount of an asset may not be recoverable. We also conduct tests for impairment annually on October 1st, or more frequently if events or circumstances indicate the carrying amount may not be recoverable.

For both goodwill and indefinite-lived intangible assets, we have the option to first assess qualitative factors to determine whether the fair value of either the reporting unit or indefinite-lived intangible asset is “more likely than not” less than its carrying value, also known as a Step 0 analysis. When performing a quantitative, or Step 1, analysis, we use the income approach, or in some cases a combination of income and market based approaches, to determine the fair value of our assets, as well as an overall consideration of market capitalization and enterprise value.

 

12


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

The tests for impairment include significant judgment in estimating the fair value of reporting units and intangible assets. Management’s estimates of fair value, which fall under Level 3 and are non-recurring, are based on historical and forecasted revenues and profit performance and discount rates. Fair value is based on what the reporting units and intangible assets would be worth to a third party market participant. Discount rates are based on a weighted average cost of equity and cost of debt, adjusted with various risk premiums.

Goodwill is assigned to reporting units for purposes of impairment testing. If the carrying value of the reporting unit or intangible asset exceeds its fair value, an impairment charge will be recorded in current earnings for the difference up to the carrying value of the goodwill or intangible asset recorded. No such impairment charges were recorded during the years ended December 27, 2025, December 28, 2024, and December 30, 2023.

Capitalized Customer Incentive Programs

We provide support to certain customers to cover various programs and initiatives to increase net sales. These programs and initiatives generally directly benefit us over a period of time. Accordingly, costs of these programs and initiatives are recorded in Prepaid expenses and other current assets and Other non-current assets in the Combined Balance Sheets. The costs for these programs are amortized over the period to be directly benefited as a reduction to net sales, based upon a methodology consistent with our contractual rights under these arrangements.

Accounts Payable

We have agreements with third party administrators which allow participating suppliers to track payment obligations from us, and, if voluntarily elected by the supplier, to sell payment obligations from KDP Coffee Co to financial institutions. Suppliers can sell one or more of KDP Coffee Co’s payment obligations at their sole discretion, and the rights and obligations of KDP Coffee Co to its suppliers are not impacted. KDP Coffee Co has no economic interest in a supplier’s decision to enter into these agreements and no direct financial relationship with the financial institutions. KDP Coffee Co’s obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted.

The table below summarizes activity in our outstanding obligations under supplier financing arrangements, which are confirmed as valid and included in accounts payable:

 

(in millions)    Supplier Financing Arrangements  

Balance as of December 30, 2023

   $ 1,175  

Additions

     1,541  

Settlements

     (2,011

FX

     (8
  

 

 

 

Balance as of December 28, 2024

     697  
  

 

 

 

Additions

     2,015  

Settlements

     (2,162

FX

     4  
  

 

 

 

Balance as of December 27, 2025

   $ 554  
  

 

 

 

 

13


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Structured Payables

In the event that we determine that a commercial arrangement described above is more representative of a financing transaction, the payment obligation would be reclassified to structured payables.

Additionally, we have entered into an agreement with a supply chain payment processing intermediary, for the intermediary to act as a virtual credit card sponsor. The card sponsor bills KDP Coffee Co the original payment amount, effectively financing the transaction. The agreement permits us to utilize the third party to make a broad range of payments.

Structured payables have equal priority with accounts payable and are treated as non-recourse obligations. We record interest for the period the structured payables obligation is outstanding and reflect the proceeds and payments related to these transactions as a financing activity on the Combined Statements of Cash Flows.

Income Taxes

Income taxes are accounted for using the asset and liability approach, which involves determining the temporary differences between assets and liabilities recognized for financial reporting and the corresponding amounts recognized for tax purposes and computing the tax-related carryforwards at the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. The resulting amounts are deferred tax assets or liabilities. The total of taxes currently payable per the tax return, the deferred tax expense or benefit, and the impact of uncertain tax positions represents the income tax expense or benefit for the year for financial reporting purposes.

We periodically assess the likelihood of realizing our deferred tax assets based on the amount that we believe is more likely than not to be realized. We base our judgment of the recoverability of deferred tax assets primarily on historical earnings, our estimate of current and expected future earnings, and prudent and feasible tax planning strategies.

We establish income tax liabilities to remove some or all of the income tax benefit of any of our income tax positions at the time we determine that the positions become uncertain based upon one of the following: (1) the tax position is not “more likely than not” to be sustained, (2) the tax position is “more likely than not” to be sustained, but for a lesser amount, or (3) the tax position is “more likely than not” to be sustained, but not in the financial period in which the tax position was originally taken. The evaluation of whether or not a tax position is uncertain is based on the following: (1) we presume the tax position will be examined by the relevant taxing authority such as the IRS that has full knowledge of all relevant information, (2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations, rulings, and case law, and their applicability to the facts and circumstances of the tax position, and (3) each tax position is evaluated without considerations of the possibility of offset or aggregation with other tax positions taken. We adjust these income tax liabilities when our judgment changes as a result of new information. Any change will impact income tax expense in the period in which such determination is made.

Derivative Instruments

KDP Coffee Co is exposed to market risks arising from adverse changes in commodity prices and foreign exchange (“FX”) rates. We manage these risks through a variety of strategies, including the use of FX forward contracts, commodity forward, future, swap and option contracts, and supplier pricing agreements. We do not hold or issue derivative financial instruments for trading or speculative purposes.

All derivative instruments are recorded on a gross basis, including those subject to master netting arrangements.

 

14


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

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

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

We have exposure to credit losses from derivative instruments in an asset position in the event of nonperformance by the counterparties to the agreements. Historically, we have not experienced material credit losses as a result of counterparty nonperformance. We select and periodically review our counterparties based on credit ratings, limit our exposure to a single counterparty under defined guidelines and monitor the market position of the derivative instruments upon execution of a hedging transaction and at least on a quarterly basis.

Loss Contingencies

Legal Matters

KDP Coffee Co is involved from time to time in various claims, proceedings, and litigation, including those described in Note 11. We accrue loss contingencies for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where it believes an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made, and where applicable, provides disclosure of such legal matters in Note 11.

Product Warranties

We provide for the estimated cost of product warranties associated with our brewers in cost of sales, at the time product revenue is recognized. Warranty costs are estimated primarily using historical warranty information in conjunction with current engineering assessments applied to the expected repair or replacement costs. The estimate for warranties requires assumptions relating to expected warranty claims which are based on historical claims and known current year factors.

Revenue Recognition

We recognize revenue when performance obligations under the terms of a contract with the customer are satisfied. Branded product sales, which include K-Cup pods, appliances, and other, occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives offered to our customers and their customers. These incentives, which are recorded as a reduction of revenue, include cash discounts, price allowances, volume-based rebates, product placement fees, and other financial support for items such as trade promotions, displays, new products, consumer incentives, and advertising assistance. Accruals are established for the expected payout based on contractual terms, volume-based metrics, and/or historical trends, and require management judgment with respect to estimating customer participation and performance levels. Sales taxes and other similar taxes are excluded from revenue. Costs associated with shipping and handling activities are included in selling, general, and administrative (“SG&A”) expenses as revenue is recognized.

 

15


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Cost of Sales

Cost of goods sold includes all costs to acquire and manufacture our products including raw materials, direct and indirect labor, manufacturing overhead, including depreciation expense, and all other costs incurred to bring the product to salable condition. All other costs incurred after this condition is met are considered selling costs and included in SG&A expenses.

SG&A Expenses

Transportation and Warehousing Costs

We incurred $280 million, $285 million, and $283 million of transportation and warehousing costs during the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively. These amounts, which primarily relate to shipping and handling costs, are recorded in SG&A expenses in the Combined Statements of Income.

Advertising and Marketing Expense

Advertising and marketing production costs related to television, print, radio, and other marketing investments are expensed as of the first date the advertisement takes place. All other advertising and marketing costs are expensed as incurred. Advertising and marketing expenses were approximately $118 million, $140 million, and $146 million for the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively. Advertising and marketing expenses are recorded in SG&A expenses in the Combined Statements of Income. Prepaid advertising and marketing costs are recorded as Other current and Other non-current assets in the Combined Balance Sheets.

Research and Development Costs

Research and development costs are expensed when incurred and amounted to $47 million, $42 million, and $43 million for the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively. These expenses are recorded in SG&A expenses in the Combined Statements of Income.

Stock-Based Compensation Expense

KDP has stock-based compensation plans under which it generally grants restricted share units and performance share units to certain employees. The combined financial statements reflect an attribution of the stock-based compensation expenses on a specific identification basis for employees who exclusively supported KDP Coffee Co, as well as an allocation of the stock-based compensation expenses for corporate employees. For the years ended December 27, 2025, December 28, 2024, and December 30, 2023, stock-based compensation expense of $29 million, $28 million, and $34 million, respectively, was recognized in SG&A expenses in the Combined Statements of Income, of which $14 million, $12 million, and $14 million, respectively, related to compensation for direct employees of KDP Coffee Co.

Restructuring and Integration Costs

We implement restructuring programs from time to time and incur costs that are designed to improve operating effectiveness and lower costs. When these programs are implemented, we incur expenses, such as employee separations, lease terminations, and other direct exit costs, that qualify as exit and disposal costs under U.S. GAAP. Severance costs are recorded once they are both probable and estimable. Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses on the combined financial statements.

We also incur expenses that are an integral component of, and directly attributable to, the restructuring activities, which do not qualify as exit and disposal costs, such as accelerated depreciation, asset impairments, IT implementation costs, and other incremental costs. We have recorded these costs within SG&A expenses on the Combined Statements of Income. Refer to Note 13 for additional information on restructuring and integration costs during the periods presented.

 

16


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Defined Contribution Plans

The Parent sponsors various qualified defined contribution plans that cover U.S. and Canadian employees who meet certain eligibility requirements. The Parent makes matching contributions and discretionary profit sharing contributions to these plans. The combined financial statements reflect an attribution of the contribution expense on a specific identification basis for employees who exclusively supported KDP Coffee Co, as well as an allocation of the contribution expense for corporate employees. For the years ended December 27, 2025, December 28, 2024, and December 30, 2023, contribution expense of $14 million, $15 million, and $17 million, respectively, was recognized in the Combined Statements of Income, of which $7 million, $7 million, and $8 million, respectively, was recognized in Cost of sales, with the remainder recognized in SG&A expenses.

Foreign Currency Translation and Transaction

We translate assets and liabilities of our foreign subsidiaries from their respective functional currencies to U.S. dollars at the appropriate spot rates as of the balance sheet date. The functional currency of our operations outside the U.S. is generally the local currency of the country where the operations are located, or U.S. dollars. The results of operations are translated into U.S. dollars at a monthly average rate, calculated using daily exchange rates.

Differences arising from the translation of opening balance sheets of these entities to the rate at the end of the financial year are recognized in AOCI. The differences arising from the translation of foreign results at the average rate are also recognized in AOCI. Such translation differences are recognized as income or expense in the period in which we dispose of the operations.

Transactions in foreign currencies are recorded at the approximate rate of exchange at the transaction date. Assets and liabilities resulting from these transactions are translated at the rate of exchange in effect at the balance sheet date. Such differences are recorded in Cost of sales or Other (income) expense, net in the Combined Statements of Income, depending on the nature of the underlying transaction.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The objective of ASU 2024-03 is to require entities to provide enhanced disclosures of income statement expenses through disaggregation of specific expense captions. ASU 2024-03 is effective for public companies starting in annual periods beginning after December 15, 2026 and in interim periods beginning after December 15, 2027. We are currently assessing the impact of ASU 2024-03.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The objective of ASU 2023-09 is to enhance disclosures related to income taxes, including specific thresholds for inclusion within the tabular disclosure of income tax rate reconciliation and specified information about income taxes paid. ASU 2023-09 is effective for public companies for annual periods beginning after December 15, 2024. We adopted the accounting standard prospectively, effective January 1, 2025. Refer to Note 8 for our income tax disclosures.

 

17


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

3. Goodwill and Other Intangible Assets

GOODWILL

Changes in the carrying amount of goodwill were as follows:

 

(in millions)    Total  

Balance as of December 31, 2022

   $ 9,736  

Foreign currency translation

     24  
  

 

 

 

Balance as of December 30, 2023

     9,760  
  

 

 

 

Foreign currency translation

     (91
  

 

 

 

Balance as of December 28, 2024

     9,669  
  

 

 

 

Foreign currency translation

     56  
  

 

 

 

Balance as of December 27, 2025

   $ 9,725  
  

 

 

 

INTANGIBLE ASSETS OTHER THAN GOODWILL

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

 

     December 27, 2025      December 28, 2024  
(in millions)    Gross
Amount
     Accumulated
Amortization
    Net
Amount
     Gross
Amount
     Accumulated
Amortization
    Net
Amount
 

Intangible assets with definite lives:

               

Acquired technology

   $ 1,146      $ (694   $ 452      $ 1,146      $ (621   $ 525  

Customer relationships

     239        (218     21        239        (199     40  

Trade names

     126        (126            126        (124     2  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total intangible assets with definite lives

   $ 1,511      $ (1,038   $ 473      $ 1,511      $ (944   $ 567  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Intangible assets with indefinite lives:

               

Trade names

          2,478             2,478  
       

 

 

         

 

 

 

Intangible assets, net

        $ 2,951           $ 3,045  
       

 

 

         

 

 

 

Amortization expense for intangible assets with definite lives was $94 million, $106 million, and $110 million, respectively, for the years ended December 27, 2025, December 28, 2024, and December 30, 2023. Amortization expense of these intangible assets is expected to be $90 million, $76 million, $73 million, $73 million, and $73 million, respectively, for each of the next five years.

 

18


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

4. Derivatives

FOREIGN EXCHANGE

We are exposed to FX risk in our foreign subsidiaries and with certain counterparties in foreign jurisdictions, which may transact in currencies that are different from the functional currencies of our legal entities. Additionally, the balance sheets of these subsidiaries are subject to exposure from movements in exchange rates.

Economic Hedges

KDP Coffee Co holds FX forward contracts to economically manage its balance sheet exposures resulting from changes in the FX rates described above. The intent of these FX contracts is to minimize the impact of FX risk associated with balance sheet positions not in local currency. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items.

Changes in the fair value of these instruments are recorded in earnings throughout the term of the derivative instrument and are reported in the same caption of the Combined Statements of Income as the associated risk. As of December 27, 2025, these FX contracts have maturities ranging from January 2026 to October 2026.

Cash Flow Hedges

KDP Coffee Co designates certain FX forward contracts as cash flow hedges in order to manage its exposure resulting from changes in the FX rates described above. These designated FX forward contracts relate to forecasted inventory purchases in U.S. dollars of our Canadian business. The intent of these FX contracts is to provide predictability in our overall cost structure.

As of December 27, 2025, these FX contracts have maturities ranging from January 2026 to June 2027.

COMMODITIES

Economic Hedges

Keurig Trading GmbH (“KT”), which is part of the KDP Coffee Co business, centrally manages the exposure to volatility in the prices of certain commodities used in the production processes of KDP and its wholly-owned subsidiaries through various derivative contracts. KT generally holds some combination of future, swap and option contracts that economically hedge certain risks. In these cases, a hedging relationship exists in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying items or as an offset to certain costs of production. As the counterparty to these commodity contracts, KT records the corresponding assets or liabilities. The unrealized and realized gains and losses associated with the contracts are allocated to KDP and its wholly-owned subsidiaries, including KDP Coffee Co, as described in Note 1. As of December 27, 2025, these commodity contracts have maturities ranging from January 2026 to January 2028.

INTEREST RATE CONTRACTS

Cash Flow Hedges

On October 24, 2025, in order to hedge the variability in cash flows from interest rate changes associated with KDP Coffee Co’s planned future issuances of long-term debt, KDP Coffee Co entered into forward starting interest rate swaps with an aggregate notional amount of $1.5 billion and terms ranging from 5 to 30 years, and designated them as cash flow hedges.

 

19


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

NOTIONAL AMOUNTS OF DERIVATIVE INSTRUMENTS

The following table presents the notional amounts of our outstanding derivative instruments by type:

 

(in millions)    December 27, 2025      December 28, 2024  

FX contracts

     

Forward contracts, not designated as hedging instruments

   $ 560      $ 401  

Forward contracts, designated as cash flow hedges

     367        289  

Commodity contracts, not designated as hedging instruments(1)

     595        515  

Interest rate contracts, designated as cash flow hedges

     1,500        —   

 

  (1)

Notional value for commodity contracts is calculated as the expected volume times strike price per unit on a gross basis. The notional value for commodity contracts includes all commodity contracts held by KT on behalf of KDP and its wholly-owned subsidiaries as of the respective period end.

 

FAIR VALUE OF DERIVATIVE INSTRUMENTS

The fair values of commodity contracts, FX forward contracts, and interest rate 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 values of commodity contracts are valued using the market approach based on observable market transactions, primarily underlying commodities futures or physical index prices, at the reporting date. FX forward contracts are valued using quoted FX forward rates at the reporting date. Interest rate contracts are valued using models based primarily on readily observable market parameters, such as SOFR forward rates. We have categorized all of our derivative instruments as Level 2.

Not Designated as Hedging Instruments

The following table summarizes the location of the fair value of our derivative instruments which are not designated as hedging instruments within the Combined Balance Sheets. All such instruments are considered Level 2 within the fair value hierarchy.

 

(in millions)    Balance Sheet Location      December 27, 2025      December 28, 2024  

Assets:

        

FX forward contracts

     Prepaid expenses and other current assets      $ —       $ 6  

Commodity contracts

     Prepaid expenses and other current assets        47        32  

FX forward contracts

     Other non-current assets        —         4  

Commodity contracts

     Other non-current assets        3        2  

Liabilities:

        

FX forward contracts

     Other current liabilities        11        2  

Commodity contracts

     Other current liabilities        9        82  

Commodity contracts

     Other non-current liabilities        23        3  

 

20


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Designated as Hedging Instruments

The following table summarizes the fair value hierarchy and the location of the fair value of our derivative instruments which are designated as hedging instruments within the Combined Balance Sheets. All such instruments are considered Level 2 within the fair value hierarchy.

 

(in millions)    Balance Sheet Location      December 27, 2025      December 28, 2024  

Assets:

        

FX contracts

     Prepaid expenses and other current assets      $ 1      $ 15  

FX contracts

     Other non-current assets        1        1  

Interest rate

     Other non-current assets        38        —   

Liabilities:

        

FX contracts

     Other current liabilities        1        1  

Interest rate

     Other current liabilities        1        —   

IMPACT OF DERIVATIVE INSTRUMENTS NOT DESIGNATED AS HEDGING INSTRUMENTS

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

 

         Year Ended  
(in millions)    Income Statement
Location
  December 27,
2025
     December 28,
2024
     December 30,
2023
 

FX contracts

   Cost of sales   $ 2      $ (6    $ (6

FX contracts

   Other (income)
expense, net
    13        (10      5  

Commodity contracts

   Cost of sales     (18      17        (6

Commodity contracts

   SG&A expenses     —         —         2  

IMPACT OF CASH FLOW HEDGES

The following table presents the amount of net gains reclassified from AOCI into the Combined Statements of Income related to derivative instruments designated as cash flow hedging instruments during the periods presented:

 

          Year Ended  
(in millions)    Income Statement
Location
   December 27,
2025
     December 28,
2024
     December 30,
2023
 

FX contracts

   Cost of sales    $ (9    $ (9    $ (14

We expect to reclassify approximately $4 million of pre-tax net gains and $1 million of pre-tax net losses from AOCI into net income during the next twelve months related to FX contracts and interest rate contracts, respectively.

 

21


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

5. Leases

The following table presents the components of lease cost:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

Operating lease cost

   $ 71      $ 72      $ 69  

Finance lease cost

        

Amortization of right-of-use assets

     18        18        18  

Interest on lease liabilities

     5        4        2  

Variable lease cost(1)

     12        13        12  

Short-term lease cost

            2        1  
  

 

 

    

 

 

    

 

 

 

Total lease cost

   $ 106      $ 109      $ 102  
  

 

 

    

 

 

    

 

 

 

 

  (1)

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

The following tables present supplemental information about our leases:

 

(in millions)    Balance Sheet Location    December 27,
2025
     December 28,
2024
 

Assets:

        

Operating lease right-of-use  assets

   Other non-current assets    $ 258      $ 297  

Finance lease right-of-use assets(1)

   Property, plant, and equipment, net      138        101  

Liabilities:

        

Operating lease liability

   Other current liabilities    $ 49      $ 56  

Finance lease liability

   Other current liabilities      19        23  

Operating lease liability

   Other non-current liabilities      222        253  

Finance lease liability

   Other non-current liabilities      126        81  

 

  (1)

Amounts are presented net of accumulated amortization of $63 million and $61 million as of December 27, 2025 and December 28, 2024, respectively.

 

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

   $ 69      $ 70      $ 65  

Operating cash flows from finance leases

     5        4        2  

Financing cash flows from finance leases

     20        16        16  

Right-of- use assets obtained in exchange for lease obligations:

        

Operating leases

   $ 43      $ 32      $ 35  

Finance leases

     88        50        —   

 

22


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

The following table presents information about our weighted average discount rate and remaining lease term:

 

     December 27, 2025     December 28, 2024  

Weighted average discount rate

    

Operating leases

     6.4     6.0

Finance leases

     4.2     3.7

Weighted average remaining lease term

    

Operating leases

     7 years       7 years  

Finance leases

     8 years       6 years  

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Future minimum lease payments for non-cancellable leases that have commenced and are reflected on the Combined Balance Sheets as of December 27, 2025 were as follows:

 

(in millions)    Operating Leases      Finance Leases  

2025

   $ 59      $ 27  

2026

     54        24  

2027

     38        20  

2028

     38        24  

2029

     34        31  

Thereafter

     126        46  
  

 

 

    

 

 

 

Total future minimum lease payments

     349        172  
  

 

 

    

 

 

 

Less: imputed interest

     (78      (27
  

 

 

    

 

 

 

Present value of minimum lease payments

   $ 271      $ 145  
  

 

 

    

 

 

 

SIGNIFICANT LEASES THAT HAVE NOT YET COMMENCED

As of December 27, 2025, we have entered into leases that have not yet commenced with estimated aggregated future lease payments of approximately $109 million. These leases will commence in 2026 and 2027, with initial lease terms of 5 years.

6. Net Sales

The following table disaggregates our net sales by portfolio:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

K-Cup pods

   $ 3,777      $ 3,614      $ 3,684  

Appliances

     646        772        799  

Other

     277        255        271  
  

 

 

    

 

 

    

 

 

 

Net sales

   $ 4,700      $ 4,641      $ 4,754  
  

 

 

    

 

 

    

 

 

 

K-Cup pods represents net sales of single-serve products from owned brands, partner brands, and private label owners. Net sales for partner brands and private label owners are contractual and long-term in nature. Other primarily includes net sales of traditional multi-serve coffee products and ready-to-drink coffee products.

 

23


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

The following table presents our net sales by geographic location:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

Net sales

        

U.S.

   $ 3,920      $ 3,929      $ 4,068  

Foreign

     780        712        686  
  

 

 

    

 

 

    

 

 

 

Net sales

   $ 4,700      $ 4,641      $ 4,754  
  

 

 

    

 

 

    

 

 

 

7. Equity Method Investments

As of December 28, 2024, KDP Coffee Co held a direct investment in Dyla LLC (“Dyla”), as well as an indirect investment in Dyla through Force Holdings LLC, totaling approximately $18 million, which were accounted for as an equity method investment. On June 2, 2025, KDP acquired Dyla for total consideration of approximately $98 million. In connection with sale of its interests in Dyla to KDP, KDP Coffee Co recognized a gain of $8 million during the year ended December 27, 2025.

8. Income Taxes

Income before provision for income taxes was as follows:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

U.S.

   $ 578      $ 713      $ 726  

Foreign

     318        258        256  
  

 

 

    

 

 

    

 

 

 

Total

   $ 896      $ 971      $ 982  
  

 

 

    

 

 

    

 

 

 

The provision for income taxes has the following components:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

Current:

        

Federal

   $ 123      $ 175      $ 161  

State

     27        46        54  

Foreign

     49        46        45  
  

 

 

    

 

 

    

 

 

 

Total current provision

   $ 199      $ 267      $ 260  
  

 

 

    

 

 

    

 

 

 

Deferred:

        

Federal

   $      $ (36    $ (28

State

     (11      (6      (9

Foreign

     8        7        1  

Total deferred provision

     (3      (35      (36
  

 

 

    

 

 

    

 

 

 

Total provision for income taxes

   $ 196      $ 232      $ 224  
  

 

 

    

 

 

    

 

 

 

 

24


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

The following tables reconcile the provision for income taxes computed at the U.S. federal statutory tax rate to the provision for income taxes reported in the Combined Statements of Income:

 

     Year Ended December 27, 2025  
($ in millions)    Amount      Percentage  

Statutory federal income tax rate

   $ 188        21.0

State income taxes, net(1)

     10        1.1  

Impact of foreign operations

     

Switzerland

     

Statutory tax rate difference between Switzerland and U.S.

     (12      (1.3

Other

     1        0.1  

Other foreign jurisdictions

     (1      (0.1

Effect of cross-border tax laws

     (3      (0.3

Tax credits

     (11      (1.2

Nontaxable or nondeductible items

     4        0.4  

Changes in unrecognized tax benefits

     20        2.2  
  

 

 

    

 

 

 

Total provision for income taxes

   $ 196        21.9
  

 

 

    

 

 

 

 

  (1)

California, Tennessee, and Vermont comprise more than 50% of State income taxes, net.

 

     Year Ended  
(in millions)    December 28, 2024     December 30, 2023  

Statutory federal income tax rate

     21.0     21.0

State income taxes, net

     3.3     3.5

Impact of foreign operations

     (0.5 )%      (1.5 )% 

Tax credits

     (3.6 )%      (3.0 )% 

Valuation allowance for deferred tax assets

     0.8    

U.S. taxation of foreign earnings

     2.7     2.8

U.S. federal provision to return

     0.1     (0.2 )% 

Other

     0.1     0.2
  

 

 

   

 

 

 

Effective income tax rate

     23.9     22.8
  

 

 

   

 

 

 

 

25


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Deferred tax assets and liabilities were comprised of the following:

 

(in millions)    December 27, 2025      December 28, 2024  

Deferred tax assets:

     

Operating lease liability

   $ 84      $ 77  

Net operating losses carryforwards

     19        25  

Accrued expenses

     32        29  

Equity method investments

     23        24  

Research and development capitalization

     25        37  

Other

     14        19  
  

 

 

    

 

 

 

Total deferred tax assets

     197        211  
  

 

 

    

 

 

 

Valuation allowances

     (20      (21
  

 

 

    

 

 

 

Total deferred tax assets, net of valuation allowances

   $ 177      $ 190  
  

 

 

    

 

 

 

Deferred tax liabilities:

     

Intangible assets

   $ (729    $ (765

Property, plant, and equipment

     (73      (67

Right of use assets

     (84      (77

Other

     (20      (7
  

 

 

    

 

 

 

Total deferred tax liabilities

     (906      (916
  

 

 

    

 

 

 

Net deferred tax liabilities

   $ (729    $ (726
  

 

 

    

 

 

 

CASH PAID FOR INCOME TAXES

In jurisdictions where KDP Coffee Co or its subsidiaries are not the legal obligor to the taxing authority, including U.S. federal income taxes and unitary or combined state income taxes, current taxes are settled through Net parent investment, as cash income taxes are paid by the Parent to the taxing authority. Such amounts are not included in KDP Coffee Co’s cash paid for income taxes disclosed below.

For the year ended December 27, 2025, KDP Coffee Co’s cash paid for income taxes consisted of the following:

 

     Year Ended  
(in millions)    December 27, 2025  

U.S.

   $ —   

State

  

Pennsylvania

     7  

Tennessee

     4  

Florida

     3  

Other states

     4  

Foreign

  

Switzerland

     20  

Canada

     11  

Singapore

     6  
  

 

 

 

Total cash paid for income taxes

   $ 55  
  

 

 

 

We paid $47 million and $99 million in cash for income taxes during the years ended December 28, 2024 and December 30, 2023, respectively.

 

26


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

CARRYFORWARDS

As of December 27, 2025 and December 28, 2024, we had $19 million and $25 million, respectively, in tax-effected net operating loss carryforwards. Of the $19 million of net operating loss carryforwards as of December 27, 2025, $17 million will not expire, and the remaining $2 million related to foreign income tax will begin to expire in the year 2035.

VALUATION ALLOWANCES

For the tax year ended December 27, 2025, the changes in our valuation allowances were not significant.

UNDISTRIBUTED FOREIGN EARNINGS

An actual repatriation from our foreign subsidiaries could still be subject to additional foreign withholding taxes. We have analyzed our global working capital and cash requirements and continue to be indefinitely reinvested in our undistributed earnings, except for amounts in excess of our working capital and cash requirements. We have recorded any potential withholding tax liabilities, if necessary, attributable to repatriation.

OTHER TAX MATTERS

We file income tax returns for U.S. federal purposes and in various state jurisdictions. We also file income tax returns in various foreign jurisdictions, principally Canada, Switzerland, Singapore, and Luxembourg. The U.S. and most state income tax returns for years prior to 2020 are closed to examination by applicable tax authorities. Canadian income tax returns are generally open for audit for tax years 2020 and forward.

UNRECOGNIZED TAX BENEFITS

The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits:

 

     Year Ended  
(in millions)    December 27, 2025  

Balance, beginning of the period

   $ —   

Increases related to tax positions taken during the current year

     1  

Increases related to tax positions taken during the prior year

     17  

Decreases related to lapse of applicable statute of limitations

     —   

Reductions for amounts recorded to Net parent investment

     (13
  

 

 

 

Balance, end of the period

   $ 5  
  

 

 

 

The total amount of unrecognized tax benefits that would reduce the effective tax rate if recognized is $5 million after considering the federal impact of state income taxes.

We accrue interest and penalties on uncertain tax positions as a component of our provision for income taxes. For the year ended December 27, 2025, we recognized $4 million of expense related to interest and penalties for uncertain tax positions, of which $3 million was accrued to Net parent investment. We accrued $2 million for interest and penalties for our uncertain tax positions reported as part of other noncurrent liabilities as of December 27, 2025.

The amount of expense related to interest and penalties for uncertain tax positions was insignificant for each of the years ended December 28, 2024 and December 30, 2023, and the amount of accrued interest and penalties for our uncertain tax positions reported as part of other noncurrent liabilities was insignificant as of December 28, 2024.

 

27


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

9. Accumulated Other Comprehensive Income (Loss)

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

 

(in millions)    Foreign
Currency
Translation
     Cash Flow
Hedges
     Total  

Balance as of December 31, 2022

   $ 27      $ 21      $ 48  

Other comprehensive income (loss)

     20        (3      17  

Amounts reclassified from AOCI

     —         (13      (13
  

 

 

    

 

 

    

 

 

 

Total other comprehensive income (loss)

     20        (16      4  
  

 

 

    

 

 

    

 

 

 

Balance as of December 30, 2023

     47        5        52  
  

 

 

    

 

 

    

 

 

 

Other comprehensive (loss) income

     (76      18        (58

Amounts reclassified from AOCI

     —         (7      (7
  

 

 

    

 

 

    

 

 

 

Total other comprehensive (loss) income

     (76      11        (65
  

 

 

    

 

 

    

 

 

 

Balance as of December 28, 2024

     (29      16        (13
  

 

 

    

 

 

    

 

 

 

Other comprehensive income

     47        23        70  

Amounts reclassified from AOCI

     —         (7      (7
  

 

 

    

 

 

    

 

 

 

Total other comprehensive income

     47        16        63  
  

 

 

    

 

 

    

 

 

 

Balance as of December 27, 2025

   $ 18      $ 32      $ 50  
  

 

 

    

 

 

    

 

 

 

The following table presents the components of the cash flow hedges gains reclassified from AOCI into the Combined Statements of Income:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

FX contracts

   $ (9    $ (9    $ (18

Income tax expense

     2        2        5  
  

 

 

    

 

 

    

 

 

 

Total, net of tax

   $ (7    $ (7    $ (13
  

 

 

    

 

 

    

 

 

 

10. Property, Plant, and Equipment

Property, plant, and equipment, net consisted of the following:

 

(in millions)    December 27, 2025      December 28, 2024  

Land

   $ 1      $ 3  

Buildings and improvements

     172        151  

Machinery and equipment

     1,212        1,079  

Software

     373        357  

Construction-in-progress

     150        178  
  

 

 

    

 

 

 

Property, plant, and equipment, gross

     1,908        1,768  

Less: accumulated depreciation

     964        902  
  

 

 

    

 

 

 

Property, plant, and equipment, net

   $ 944      $ 866  
  

 

 

    

 

 

 

 

28


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

The following table presents our property, plant, and equipment, net, by geographic location:

 

(in millions)    December 27, 2025      December 28, 2024  

Property, plant, and equipment, net

     

U.S.

   $ 843      $ 772  

Foreign

     101        94  
  

 

 

    

 

 

 

Total property, plant, and equipment, net

   $ 944      $ 866  
  

 

 

    

 

 

 

The following table summarizes the location of depreciation expense within the Combined Statements of Income:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

Cost of sales

   $ 93      $ 89      $ 94  

SG&A expenses

     45        38        37  
  

 

 

    

 

 

    

 

 

 

Total depreciation expense

   $ 138      $ 127      $ 131  
  

 

 

    

 

 

    

 

 

 

11. Commitments and Contingencies

We are occasionally subject to litigation or other legal proceedings. We accrue loss contingencies for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. We have also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. We do not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on our results of operations, financial condition, or liquidity.

ANTITRUST LITIGATION

In February 2014, TreeHouse Foods, Inc. and certain affiliated entities filed suit against KDP Coffee Co’s wholly-owned subsidiary, Keurig Green Mountain Inc. (“Keurig”) (formerly known as Green Mountain Coffee Roasters, Inc.), in the U.S. District Court for the Southern District of New York (“SDNY”) (TreeHouse Foods, Inc. et al. v. Green Mountain Coffee Roasters, Inc. et al.). The TreeHouse complaint asserted claims under the federal antitrust laws and various state laws, contending that Keurig had monopolized alleged markets for single serve coffee brewers and single serve coffee pods. The TreeHouse complaint sought treble monetary damages, declaratory relief, injunctive relief and attorneys’ fees. In the months that followed, a number of additional actions, including claims from another coffee manufacturer (JBR, Inc.), as well as putative class actions on behalf of direct and indirect purchasers of Keurig’s products, were filed in various federal district courts, asserting claims and seeking relief substantially similar to the claims asserted and relief sought in the TreeHouse complaint. Additional similar actions were filed by individual direct purchasers (including McLane Company, Inc., BJ’s Wholesale Club, Inc., Winn-Dixie Stores Inc. and Bi-Lo Holding LLC) in 2019 and in 2021. All of these actions were transferred to the SDNY for coordinated pre-trial proceedings (In re: Keurig Green Mountain Single-Serve Coffee Antitrust Litigation) (the “Multidistrict Antitrust Litigation”).

In July 2020, Keurig reached an agreement with one of the plaintiff groups in the Multidistrict Antitrust Litigation, the putative indirect purchaser class, to settle the claims asserted for $31 million. The settlement class consisted of individuals and entities in the United States that purchased, from persons other than Keurig and not for purposes of resale, Keurig manufactured or licensed single serve beverage portion packs during the applicable class period (beginning in September 2010 for most states). The settlement was approved and paid, and the indirect purchasers’ claims have been dismissed.

In October 2025, the court denied the direct purchasers plaintiffs’ motion for class certification. While the court’s order does not preclude individual purchasers from pursuing their own direct claims, the court found that the plaintiffs did not meet the federal requirements to pursue their case on a classwide basis. The direct purchaser plaintiffs have filed a petition with the United States Court of Appeals for the Second Circuit, seeking to appeal the SDNY court’s decision.

 

29


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Discovery in all remaining matters pending in the Multidistrict Antitrust Litigation is concluded, with the plaintiffs (which no longer include the purported direct purchaser class) collectively claiming approximately $1.5 billion of monetary damages. Keurig strongly disputes the merits of the claims and the calculation of damages. Keurig has fully briefed summary judgment motions that, if successful, would end the cases entirely.

Keurig intends to continue vigorously defending the remaining lawsuits. At this time, we are unable to predict the outcome of these lawsuits, the potential loss or range of loss, if any, associated with the resolution of these lawsuits or any potential effect they may have on KDP Coffee Co or its operations. Accordingly, we have not accrued for a loss contingency. Additionally, as the timelines in these cases may be beyond our control, KDP Coffee Co can provide no assurance as to whether or when there will be material developments in these matters.

ENVIRONMENTAL, HEALTH, AND SAFETY MATTERS

We operate manufacturing and warehousing facilities. In these and other aspects of our business, we are subject to a variety of federal, state, and local environmental, health, and safety laws and regulations. We maintain 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 our business exposes us 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.

PRODUCT WARRANTIES

We offer a one year warranty on all Keurig brewing systems. We provide for the estimated cost of product warranties, primarily using historical information and current repair or replacement costs, at the time product revenue is recognized. Product warranties are included in accrued expenses in the accompanying Combined Balance Sheets.

 

(in millions)    Accrued Product Warranties  

Balance as of December 31, 2022

   $ 13  

Accruals for warranties issued

     17  

Settlements

     (19
  

 

 

 

Balance as of December 30, 2023

     11  
  

 

 

 

Accruals for warranties issued

     14  

Settlements

     (15
  

 

 

 

Balance as of December 28, 2024

     10  
  

 

 

 

Accruals for warranties issued

     8  

Settlements

     (12
  

 

 

 

Balance as of December 27, 2025

   $ 6  
  

 

 

 

12. Transactions with Variable Interest Entities

LEASES WITH VIEs

We have a number of leasing arrangements with special purpose entities for which we are not the primary beneficiary, as we have limited power based on the contractual agreements to direct the activities that most significantly impact the VIEs’ performance.

We have entered into four lease transactions with a VIE, each of which is for a manufacturing and warehousing facility. Each lease has an RVG based on a percentage of the VIE’s purchase price; however, we concluded it was not probable that we will owe an amount at the end of each individual lease term, as the fair values of the properties are not expected to fall below the RVGs at the end of each individual lease term. As such, we recorded each lease obligation excluding the associated RVG. The aggregate maximum undiscounted RVG associated with the leasing arrangements was $157 million as of both December 27, 2025 and December 28, 2024. This aggregate maximum value assumes that the fair value of each property at the end of either the original lease term or renewal term is equal to zero, which we have concluded is not probable.

 

30


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

The following table provides the carrying amounts of the right-to-use assets and lease obligations recorded on the Combined Balance Sheets associated with these leasing arrangements related to the VIEs as of the respective period end:

 

(in millions)    December 27, 2025      December 28, 2024  

Non-current assets

   $ 113      $ 125  

Current liabilities

     7        6  

Non-current liabilities

     107        118  

These RVGs have a cross-default provision which is guaranteed by the Parent and includes other leasing transactions entered into by other non-KDP Coffee Co subsidiaries of the Parent. Refer to Note 14, Related Parties.

13. Restructuring and Integration Costs

RESTRUCTURING PROGRAM

Network Optimization

In March 2024, KDP announced a restructuring program designed to more effectively and efficiently meet the needs of consumers and customers. The program includes the closure of KDP Coffee Co’s manufacturing facilities in Williston, Vermont, and Windsor, Virginia, as well as other costs intended to optimize our operations. The restructuring program is expected to incur pre-tax restructuring charges in an estimated range of $125 million to $145 million, primarily comprised of asset related costs, through the end of 2026. Restructuring and integration expenses recorded by KDP Coffee Co for the Network Optimization program were approximately $43 million and $37 million, respectively, for the years ended December 27, 2025 and December 28, 2024.

RESTRUCTURING LIABILITIES

Restructuring liabilities that qualify as exit and disposal costs under U.S. GAAP are included in accounts payable and accrued expenses on the combined financial statements. Restructuring liabilities, primarily consisting of workforce reduction costs, were as follows:

 

(in millions)    Restructuring Liabilities  

Balance as of December 30, 2023

   $ —   

Charges to expense

     4  

Cash payments

     —   
  

 

 

 

Balance as of December 28, 2024

     4  
  

 

 

 

Adjustments to expense

     (1
  

 

 

 

Cash payments

     (3
  

 

 

 

Balance as of December 27, 2025

   $ —   
  

 

 

 

 

31


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

14. Related Parties

KDP AND ITS SUBSIDIARIES

Transactions between KDP Coffee Co and KDP, or transactions between KDP Coffee Co and other non-KDP Coffee Co subsidiaries of KDP, are deemed related party transactions.

Allocations

The combined financial statements for KDP Coffee Co contain allocations and direct attributions of certain corporate expenses from KDP. Refer to Note 1 for a discussion of the methodology used to prepare these combined financial statements. The following table reflects the expenses allocated or attributed to KDP Coffee Co and included in the Combined Statements of Income during the periods presented:

 

     Year Ended  
(in millions)    December 27, 2025      December 28, 2024      December 30, 2023  

Cost of sales(1)

   $ (18    $ 19      $ 19  

Selling, general, and administrative expenses

     210        222        255  
  

 

 

    

 

 

    

 

 

 

Total

   $ 192      $ 241      $ 274  
  

 

 

    

 

 

    

 

 

 

 

  (1)

Includes the impact of unrealized gains and losses associated with certain commodity contracts that are directly attributed to KDP Coffee Co.

 

Parent Guarantees

In certain cases, KDP enters into contracts or provides a Parent guarantee on behalf of KDP Coffee Co. These guarantees primarily include KDP Coffee Co’s leasing arrangements with a VIE as described in Note 12. There are no instances under KDP Coffee Co’s existing contracts which would require performance of these guarantees by the Parent. As such, KDP Coffee Co has not recorded amounts related to Parent guarantees in the combined financial statements as of December 27, 2025 and December 28, 2024 or for the years ended December 27, 2025, December 28, 2024, and December 30, 2023.

Receivables and Payables with KDP and Affiliates

KDP Coffee Co has receivables from, and payables to, KDP and its non-KDP Coffee Co affiliates, arising from transactions entered into during the ordinary course of business.

Current receivables from KDP and its non-KDP Coffee Co affiliates were $25 million and $19 million as of December 27, 2025 and December 28, 2024, respectively. Current payables to KDP and its non-KDP Coffee Co affiliates were $85 million and $15 million as of December 27, 2025 and December 28, 2024, respectively.

Related Party Notes Receivable

A subsidiary of KDP Coffee Co has a revolving loan agreement with Alder Basswood Clover LP (“ABC LP”), a subsidiary of KDP, whereby ABC LP is able to borrow funds from KDP Coffee Co. The revolving loan agreement has a maximum principal loan amount of $150 million, and borrowings bear interest at a rate per annum of 5.5%. The facility has a maturity date of February 28, 2028.

As of both December 27, 2025 and December 28, 2024, there was $150 million outstanding under the facility. This amount was recorded as related party notes receivable within Other non-current assets in the Combined Balance Sheets as of December 28, 2024 and was reclassified to related party notes receivable within Prepaid expenses and other current assets as of December 27, 2025, as it is expected to be repaid within the next twelve months.

Accrued interest under the facility was not significant as of both December 27, 2025 and December 28, 2024. KDP Coffee Co recognized $8 million in interest income for each of the years ended December 27, 2025, December 28, 2024, and December 30, 2023 related to this agreement.

 

32


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Related Party Notes Payable

A subsidiary of KDP Coffee Co has a revolving loan agreement with Canada Dry Mott’s Inc. (“CDMI”), a subsidiary of KDP, whereby CDMI loans funds to KDP Coffee Co. The revolving loan agreement has a maximum principal loan amount of $73 million as of December 27, 2025, and borrowings do not bear interest. The facility has a maturity date of March 1, 2026.

As of December 27, 2025 and December 28, 2024, there was $34 million and $45 million, respectively, outstanding under the facility. This amount was recorded as related party notes payable within Other non-current liabilities in the Combined Balance Sheets as of December 28, 2024 and was reclassified to related party notes payable within Other current liabilities as of December 27, 2025, as it is expected to be repaid within the next twelve months.

OTHER RELATED PARTIES

JAB and Affiliates

As of December 28, 2024, JAB Holding Company S.a.r.l., and affiliates (“JAB”), a privately held investor group, held a significant but non-controlling interest in Parent, beneficially owning approximately 16% of Parent’s outstanding common stock. JAB also holds investments in a number of other companies that have commercial relationships with KDP Coffee Co. These commercial relationships generally involve KDP Coffee Co’s purchase of raw materials and KDP Coffee Co’s license of the companies’ trademarks for use in the manufacturing of K-Cup pods.

On February 28, 2025, JAB completed an underwritten secondary offering of shares of KDP’s common stock and, upon completion of the transaction, beneficially owned less than 10% of KDP’s outstanding common stock. The three members of KDP’s Board of Directors affiliated with JAB also resigned from their positions. For the year ended December 27, 2025, related party disclosures are not applicable to JAB and its affiliates. The following provides the related party disclosures which were applicable for the years ended December 28, 2024 and December 30, 2023.

Trade accounts receivable, net from these related parties were approximately $6 million and $3 million as of December 28, 2024 and December 30, 2023, respectively. Accounts payable to related parties were $5 million and $4 million as of December 28, 2024 and December 30, 2023, respectively.

Net sales from these related parties were as $107 million and $99 million for the years ended December 28, 2024 and December 30, 2023, respectively. Expenses associated with these related parties were $34 million and $36 million for the years ended December 28, 2024 and December 30, 2023, respectively.

15. JV Investment

On October 26, 2025, KDP entered into a commitment letter (the “JV Commitment Letter”), under which KDP and its subsidiaries will contribute, either by contribution or merger of one or more of the subsidiaries of KDP Coffee Co, the assets used for the production, roasting and grinding of single-serve un-brewed beverage products (including K-Cup pods and K-Rounds) located in the United States (the “Coffee Production Assets”) as well as certain of KDP Coffee Co’s related coffee assets (including sales and distribution) in Canada to Keurig JV, LP (the “Pod Manufacturing JV”), and the JV Investors will contribute, through a holding company (the “JV Investor Partner”) $4 billion in cash in exchange for a 49% interest in the Pod Manufacturing JV (the “Co-Investor Contribution”). The remaining 51% ownership interest will remain under the ownership of KDP Coffee Co. On February 23, 2026, KDP entered into an additional agreement (the “JV Transaction Agreement”); see note 16 for information about the significant terms of the JV Transaction Agreement.

 

33


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

16. Subsequent Events

KDP Coffee Co evaluated subsequent events for recognition or disclosure through March 9, 2026, the date the combined financial statements were available to be issued.

RELATED PARTY TRANSACTIONS

On February 12, 2026, KDP Coffee Co’s related party note payable to CDMI was repaid in full.

On February 20, 2026, KDP Coffee Co’s related party note receivable from ABC LP was repaid in full.

JV INVESTMENT

In connection with the previously discussed JV Commitment Letter, on February 23, 2026, KDP entered into the JV Transaction Agreement by and among KDP, the Pod Manufacturing JV , certain of KDP’s subsidiaries (the “Keurig Partners”), and the JV Investor Partner.

Following completion of the transactions contemplated by the JV Transaction Agreement, the Pod Manufacturing JV will own or otherwise have access to KDP’s and its affiliates’ manufacturing assets and facilities used in the manufacture of K-Cup pods and other unbrewed single-serve beverages in the United States and Canada.

The JV Transaction Agreement provides that, at the closing of the JV Investment, which is the minority investment to be made by the JV Investor Partner into the Pod Manufacturing JV , the Keurig Partners and the JV Investor Partner will enter into an Amended and Restated Limited Partnership Agreement (the “A&R LPA”),which sets forth each partner’s rights and responsibilities with respect to the Pod Manufacturing JV , including with respect to the limited partner committee (a majority of the members of which will be appointed by the Keurig Partners), certain unanimous approval rights in favor of the JV Investor Partner, mechanisms for capital contributions to be made to the Pod Manufacturing JV , limitations on transfers by the partners, a call right exercisable by the Keurig Partners beginning on the eighth anniversary of the closing of the JV Investment and ending on the fifteenth anniversary of the closing of the JV Investment (or earlier upon the occurrence of certain triggering events), a conversion right exercisable by the JV Investor Partner after the fifteenth anniversary of the closing of the JV Investment but before the thirtieth anniversary of the closing of the JV Investment whereby the JV Investor Partner may elect to convert its interest in the Pod Manufacturing JV into shares of KDP’s common stock or its successor, based on the JV Investor Partner’s remaining economic interest (subject to the call right), and tag-along rights for the JV Investor Partner if the Keurig Partners desire to transfer their units. The A&R LPA also sets forth distribution mechanics, pursuant to which the Pod Manufacturing JV shall make quarterly distributions of available cash (subject to certain limitations, including for operating costs and reserves) to its partners generally in proportion to their ownership interests.

The JV Transaction Agreement contains customary representations, warranties and covenants from the Pod Manufacturing JV , the Keurig Partners and the JV Investor Partner. The closing of the JV Investment is subject to limited customary conditions. The parties expect to close the transactions substantially concurrently with the consummation of the acquisition of JDE Peet’s. The JV Transaction Agreement provides certain termination rights for both the Keurig Partners and the JV Investor Partner, including if the closing of the acquisition of JDE Peet’s does not occur on or before March 3, 2027, if there is a material breach of the JV Transaction Agreement by the other party that is not cured within the applicable cure period, or if a law or order prevents the consummation of the transactions. Following the closing of the JV Investment, the Pod Manufacturing JV intends to use the net proceeds from the Co-Investor Contribution to fund a portion of the acquisition of JDE Peet’s.

DELAYED DRAW TERM LOAN AGREEMENT

In connection with the anticipated acquisition of JDE Peet’s, KDP entered into a term loan agreement (the “Delayed Draw Term Loan Agreement”) on December 18, 2025, among KDP, as borrower, the lenders party thereto, and Morgan Stanley Senior Funding, Inc. as administrative agent.

The Delayed Draw Term Loan Agreement provides for a 364-day term loan facility in an aggregate amount not to exceed €10.35 billion, the proceeds of which may be used to fund the acquisition of JDE Peet’s, as well as related fees and expenses.

 

34


KDP COFFEE CO

NOTES TO COMBINED FINANCIAL STATEMENTS

(CONTINUED)

 

Borrowings under the Delayed Draw Term Loan Agreement will bear interest at a rate per annum equal to EURIBOR plus a margin of 0.750% to 1.750% depending on the rating of certain of our index debt. The undrawn commitments under the facility are subject to a commitment fee, which is paid by KDP. The Delayed Draw Term Loan Agreement contains customary representations and warranties for investment grade financings. The Delayed Draw Term Loan Agreement also contains (i) certain affirmative covenants, including those that impose reporting and/or operating obligations on KDP and its subsidiaries, (ii) certain negative covenants that generally limit, subject to exceptions, KDP and its subsidiaries from taking certain actions, including incurring liens and consummating certain fundamental changes, (iii) financial covenants in the form of a minimum interest coverage ratio of 3.25 to 1.00 that will apply after the initial funding date and a maximum total net leverage ratio of 6.25 to 1.00 that will apply after the initial funding date only upon a downgrade in the ratings of certain of KDP’s index debt, and (iv) events of default customary for financings of this type.

On March 6, 2026, KDP amended the Delayed Draw Term Loan Agreement to add Maple Parent Holdings Corp., a direct wholly-owned subsidiary of KDP that is included in KDP Coffee Co, as a co-borrower under the agreement, to extend the maturity of €2.6 billion of the facility to a date that is 15 months from the date of the initial draw under the facility, and to permit KDP to be released as a borrower under the Delayed Draw Term Loan Agreement upon completion of the Separation. As of March 6, 2026, the full amount of the Delayed Draw Term Loan Agreement remains available and undrawn.

OTHER GUARANTEES

In connection with the anticipated acquisition of JDE Peet’s, on March 6, 2026, Maple Parent Holdings Corp., a direct wholly-owned subsidiary of KDP that is included in KDP Coffee Co, became a guarantor of KDP’s $14.1 billion of existing senior unsecured notes, KDP’s $4.3 billion revolving credit agreement, and KDP’s €5.85 billion bridge credit facility. There were no borrowings as of March 6, 2026, under the revolving credit facility or the bridge credit facility.

 

35

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF KDP

On August 24, 2025, KDP entered into the Merger Protocol with JDE Peet’s. Pursuant to the Merger Protocol, on January 16, 2026, KDP commenced the Offer to acquire all of the issued and outstanding ordinary shares of JDE Peet’s, excluding treasury shares of JDE Peet’s, for €31.85 per share in cash, without interest. Upon the terms and subject to the conditions set forth in the Merger Protocol, KDP will acquire JDE Peet’s.

At the effective time of the JDE Peet’s Acquisition (the “Effective Time”), each JDE Peet’s ordinary share issued and outstanding immediately prior to the Effective Time (other than treasury shares of JDE Peet’s) will be converted into the right to receive the Offer in cash. Acorn Holdings B.V., an affiliate of JAB Holding Company S.à.r.l., together with certain directors of JDE Peet’s, collectively holding approximately 69% of the outstanding shares, have entered into irrevocable undertakings to tender their shares in the Offer and to vote in favor of the related resolutions at the extraordinary general meeting of JDE Peet’s.

Following completion of the JDE Peet’s Acquisition, KDP intends to separate into two independent, US-listed publicly traded companies pursuant to the Separation. One of the resulting US-listed public companies, Global Coffee Co., will combine the KDP Coffee Business and the business of JDE Peet’s and its subsidiaries as described under “Business of JDE Peet’s.” The remaining business, New Beverage Co., will operate as a scaled North American refreshment beverage company.

Financing of the JDE Peet’s Acquisition

JV Investment

On October 26, 2025, KDP entered into a commitment letter with the JV Investors, under which the JV Investors have committed to making, subject to certain conditions, a strategic minority investment into KDP’s wholly-owned subsidiary, the “Pod Manufacturing JV.” On February 23, 2026, KDP entered into a JV Transaction Agreement by and among the Pod Manufacturing JV, Keurig Partners and the JV Investor Partner in connection with the previously announced commitment letter relating to the JV Investment. 

The JV Transaction Agreement provides that, upon its terms and subject to certain conditions, at the closing of the JV Investment, (i) KGMM will merge with and into the Pod Manufacturing JV, with the Pod Manufacturing JV surviving, (ii) Keurig Lux Partner will contribute 100% of the equity interests of Keurig Canada ULC as a capital contribution to the Pod Manufacturing JV and (iii) the JV Investor Partner will make a capital contribution of $4.0 billion to the Pod Manufacturing JV in exchange for limited partnership units representing a 49% interest in the Pod Manufacturing JV. The remaining 51% ownership interest in the Pod Manufacturing JV will remain under the ownership of KDP and its affiliates. Following completion of the transactions contemplated by the JV Transaction Agreement, the Pod Manufacturing JV will own or otherwise have access to KDP’s and its affiliates’ manufacturing assets and facilities used in the manufacture of K-Cup pods and other unbrewed single-serve beverages in the United States and Canada.

The JV Investor Partner will be entitled to 49% of the Pod Manufacturing JV’s distributions until it achieves a target internal rate of return equal to 6.375% in each of the first five years, which is assumed to be met based on the income of the Pod Manufacturing JV for the periods presented on the unaudited pro forma condensed combined statement of income of KDP. The JV Investor Partner will receive 49% of distributions in years thereafter which are classified as non-controlling interest on the unaudited pro forma condensed combined statements of income of KDP.


The JV Transaction Agreement provides that, at the closing of the JV Investment, the Keurig Partners and the JV Investor Partner will enter into the A&R LPA. The A&R LPA sets forth each partner’s rights and responsibilities with respect to the Pod Manufacturing JV, including with respect to the limited partner committee (a majority of the members of which will be appointed by the Keurig Partners), certain unanimous approval rights in favor of the JV Investor Partner, mechanisms for capital contributions to be made to the Pod Manufacturing JV, limitations on transfers by the partners, a call right exercisable by the Keurig Partners beginning on the eighth anniversary of the closing of the JV Investment and ending on the fifteenth anniversary of the closing of the JV Investment (or earlier upon the occurrence of certain triggering events), a conversion right exercisable by the JV Investor Partner after the fifteenth anniversary of the closing of the JV Investment but before the thirtieth anniversary of the closing of the JV Investment whereby the JV Investor Partner may elect to convert its interest in the Pod Manufacturing JV into publicly traded shares of common stock of Global Coffee Co. or its successor based on the JV Investor Partner’s remaining economic interest (subject to the call right) with related registration rights for such shares of common stock, and tag-along rights for the JV Investor Partner if the Keurig Partners desire to transfer their units. The A&R LPA also sets forth distribution mechanics, pursuant to which the Pod Manufacturing JV shall make quarterly distributions of available cash (subject to certain limitations, including for operating costs and reserves) to its partners generally in proportion to their ownership interests. 

KDP intends to use the net proceeds from the contribution of the JV Investor Partner to fund a portion of the consideration for the JDE Peet’s Acquisition and related fees and expenses. See “Use of Proceeds” and “Description of the Transactions.” The JV Investors will receive certain transaction fees upon closing. See “Summary—Financing of the JDE Peet’s Acquisition” and “Description of the Transactions” for more information about the JV Investment.

Preferred Investment

On October 27, 2025, KDP entered into the Preferred Investment Agreement with the Preferred Investors. Pursuant to the Preferred Investment Agreement, on the terms and subject to the conditions set forth therein, KDP agreed to issue and sell to the Preferred Investors, and the Preferred Investors agreed to purchase from KDP, 3,000,000 shares of the Convertible Preferred Stock of KDP for a purchase price per share of $1,000 and an aggregate purchase price of $3.0 billion, in a transaction exempt from the registration requirements of the Securities Act.

On February 23, 2026, KDP entered into an amendment to the Preferred Investment Agreement, pursuant to which KDP agreed to issue and sell to the Preferred Investors, and the Preferred Investors agreed to purchase from KDP, 4,500,000 shares of the Convertible Preferred Stock of KDP for a purchase price per share of $1,000 and an aggregate purchase price of $4.5 billion, representing an increase of 1,500,000 shares of Convertible Preferred Stock, or $1.5 billion in aggregate purchase price. The Convertible Preferred Stock will rank senior to the common stock of KDP, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of KDP.

Preferred Investors will be entitled to dividends on the Convertible Preferred Stock at a rate of 4.75% per annum, which amount will increase by 0.25% per annum on the day after the tenth anniversary of the Preferred Issue Date. The Preferred Investors will be entitled to participate in dividends declared or paid on the common stock on an as-converted basis; provided that any such dividends on the common stock on an as-converted basis received by Preferred Investors will reduce, on a dollar-for-dollar basis, the dividends such Preferred Investors are entitled to receive on the Convertible Preferred Stock. Such dividends will be payable on a quarterly basis in cash; provided, that KDP may, in its sole discretion, on one or more occasions, defer payment of all or part of any dividend otherwise due on the Convertible Preferred Stock.

Preferred Investors may convert the Convertible Preferred Stock, (A) at any time and from time to time, up to, in the aggregate, 50% of the Convertible Preferred Stock issued on the Preferred Issue Date and allocated among the Preferred Investors and their permitted transferees pro rata and (B) at any time and from time to time on the earliest of (i) the 18-month anniversary of the Preferred Issue Date, (ii) the completion of the Separation, (iii) upon foreclosure by a lender under a bona fide loan or other financing arrangement and (iv) if the completion of the Separation has not occurred by the 12-month anniversary of the date of consummation of the Beverage Co. IPO, the 12-month anniversary of the date of consummation

 

2


of the Beverage Co. IPO. The Convertible Preferred Stock will be convertible into common stock at an initial conversion price equal to $37.25 per share of common stock, which is subject to adjustment (i) for customary anti-dilution protections and (ii) in the event that KDP completes the Separation. At any time after the third anniversary of the Preferred Issue Date, KDP will have the option to require that all or any portion of the then-outstanding shares of Convertible Preferred Stock be converted into common stock at the then applicable Conversion Price when certain conditions apply. At any time on or following the seventh anniversary of the Preferred Issue Date, KDP may redeem all or any portion of the outstanding Convertible Preferred Stock at the applicable redemption price plus accrued and unpaid dividends thereon. Upon the occurrence of a fundamental change of KDP, KDP will be obligated to offer to redeem all of the Convertible Preferred Stock.

KDP intends to use the net proceeds from the Preferred Investment to fund a portion of the consideration for the JDE Peet’s Acquisition and related fees and expenses. Unless specified otherwise, in this section and the section immediately following, the term “Equity Transactions” refers to the JV Investment and the Preferred Investment. The unaudited pro forma condensed combined financial statements solely give effect to the issuance of the Convertible Preferred Stock, the associated cash proceeds and the related impact of the Convertible Preferred Stock on earnings per share, as described in the Equity Transactions adjustments below. See “Summary—Financing of the JDE Peet’s Acquisition” and “Description of the Transactions” for more information about the Preferred Investment.

Bridge Credit Facility

Concurrently with the entry into the Merger Protocol, KDP also entered into the Bridge Credit Agreement, dated August 24, 2025 with the lenders party thereto and MSSF as administrative agent. Under the Bridge Credit Agreement, KDP obtained commitments for a 364-day senior unsecured bridge loan facility of up to €16.2 billion to fund the JDE Peet’s Acquisition, which has since been reduced to €5.85 billion (“Bridge Facility”). The unaudited pro forma condensed combined financial information does not reflect the Bridge Facility except for the fees and expenses already incurred, as the combination of the borrowing under the Delayed Draw Term Loan Agreement, the Equity Transactions and the offering of the Notes and the Euro Notes will provide the funding necessary to consummate the JDE Peet’s Acquisition.

KDP does not expect to draw on the Bridge Facility to finance the JDE Peet’s Acquisition; however, the timing, terms, and final amounts of the financing have not yet been determined. As a result, actual outcomes could differ materially from those presented in the unaudited pro forma condensed combined financial information if the refinancing is completed on different terms, at different interest rates, or through alternative funding sources. KDP anticipates that commitments under the Bridge Credit Facility will be reduced by the net proceeds received from the JV Investment, the Preferred Investment, the Notes and the Euro Notes, as applicable. See “Description of Certain Other Indebtedness” for more information about the Bridge Credit Facility.

Delayed Draw Term Loan Agreement

On December 18, 2025, KDP entered into the Delayed Draw Term Loan Agreement with the lenders party thereto and MSSF, as administrative agent, pursuant to which each lender committed, subject to satisfaction of certain conditions set forth in the Delayed Draw Term Loan Agreement, to provide KDP with financing under a term loan facility in an aggregate amount not to exceed €10.35 billion.

Borrowings under the Delayed Draw Term Loan Agreement will bear interest at a rate per annum equal to the EURIBO rate plus a margin of 0.750% to 1.750% depending on the rating of certain index debt of KDP. The undrawn commitments under the term loan facility will be subject to a commitment fee commencing on December 23, 2025 at a per annum rate of 0.060% to 0.200% depending on the rating of certain index debt of KDP.

The Issuer expects to borrow approximately $3.9 billion U.S. Dollar equivalent in euros under the Delayed Draw Term Loan Agreement to fund a portion of the JDE Peet’s Acquisition. See “Use of Proceeds,” “Description of the Transactions” and “Description of Certain Other Indebtedness” for more information about the Delayed Draw Term Loan Agreement.

 

3


USD Notes

The Issuer is offering an aggregate principal amount of $3.0 billion of notes, which will consist of $    million aggregate principal amount of the 2029 Notes, $    million aggregate principal amount of the 2031 Notes, $    million aggregate principal amount of the 2036 Notes and $    million aggregate principal amount of the 2056 Notes. See “Description of the Notes” for additional information regarding the Notes.

KDP intends to use the net proceeds from the Notes, together with the proceeds from the sale of the Euro Notes, the Equity Transactions and the borrowing under the Delayed Draw Term Loan Agreement, to fund the JDE Peet’s Acquisition and to pay related fees and expenses. See “Use of Proceeds” and “Description of the Transactions.

In this section and the section immediately following, both “USD Notes” and the “Notes” are used to refer to the Notes.

Euro Notes

Substantially concurrently with the offering of the Notes, the Issuer also expects to issue one or more additional series of notes pursuant to one or more indentures, on terms substantially consistent with the Notes, in an aggregate principal amount of approximately $3.0 billion-equivalent denominated in euros, which will consist of €     million aggregate principal amount of    % senior notes due 2028, €     million aggregate principal amount of    % senior notes due 2030, €     million aggregate principal amount of    % senior notes due 2032, and € million aggregate principal amount of    % senior notes due 2035. See “Description of Certain Other Indebtedness” for additional information regarding the Euro Notes.

KDP intends to use the net proceeds from the Euro Notes, together with the proceeds from the sale of the Notes offered hereby, the Equity Transactions and the borrowing under the Delayed Draw Term Loan Agreement, to fund the JDE Peet’s Acquisition and to pay related fees and expenses. See “Use of Proceeds” and “Description of the Transactions.” Unless specified otherwise, in this section, the term “Debt Financing Transactions” refers to the Bridge Facility, the Delayed Draw Term Loan Agreement, the Notes and the Euro Notes. See “Description of Certain Other Indebtedness.

The following unaudited pro forma condensed combined financial information is based on or derived from the historical financial statements of KDP, which are incorporated by reference into this offering memorandum, and JDE Peet’s, which is included elsewhere in this offering memorandum. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to adjustments reflecting the accounting for the Transactions (other than the Separation) as if those adjustments were made on December 31, 2025. The unaudited pro forma condensed combined statement of income of KDP for the year ended December 31, 2025, gives effect to adjustments reflecting the accounting for the Transactions (other than the Separation) as if those adjustments were made on January 1, 2025. The unaudited pro forma condensed combined financial information combines the historical financial statements of KDP, prepared in accordance with U.S. GAAP, with the historical financial statements of JDE Peet’s, prepared in accordance with IFRS Accounting Standards. Certain adjustments have been made to JDE Peet’s historical financial statements to reflect the conversion from IFRS Accounting Standards to U.S. GAAP, align accounting policies and financial statement presentation to KDP, and to translate the historical financial statements from euro to U.S. Dollar.

The historical financial statements of KDP and JDE Peet’s have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to adjustments reflecting the accounting for the Transactions (other than the Separation) in accordance with U.S. GAAP accounting principles (the “KDP Transaction Accounting Adjustments”). The KDP Transaction Accounting Adjustments are based upon currently available information and certain assumptions that KDP management believes are reasonable.

 

4


The unaudited pro forma condensed combined financial information was derived from:

The accompanying notes to the unaudited pro forma condensed combined financial information;

The audited consolidated financial statements of KDP contained in the Annual Report and the related notes, which are incorporated by reference in this offering memorandum; and

The audited consolidated financial statements of JDE Peet’s and the related notes, included elsewhere in this offering memorandum.

The unaudited pro forma condensed combined financial information and the related notes are being provided for illustrative purposes only and do not purport to represent what KDP’s actual results of operations or financial position would have been had the Transactions (other than the Separation) been completed on the dates indicated, nor are they necessarily indicative of KDP’s future results of operations or financial position for any future period. Future results may vary significantly from the results reflected due to various factors and risks discussed in the section entitled “Risk Factors.”

The following unaudited pro forma condensed combined financial information and related notes have been prepared to give the effect to the following:

Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805, Business Combinations (“ASC 805”), where assets and liabilities of JDE Peet’s will be recorded by KDP at their respective fair values at the date of completion of the JDE Peet’s Acquisition;

Adjustments to reflect the Debt Financing Transactions used to fund a portion of the JDE Peet’s Acquisition, including related fees and expenses;

Adjustments to reflect the Equity Transactions used to fund a portion of the JDE Peet’s Acquisition, including related fees and expenses;

Adjustments to reflect KDP’s transactions costs in connection with the JDE Peet’s Acquisition;

Adjustments to reconcile JDE Peet’s historical financial statements prepared in accordance with IFRS Accounting Standards to U.S. GAAP;

Adjustments to conform accounting policies and financial statement presentation of JDE Peet’s to those of KDP, based upon a preliminary assessment by KDP; and

Adjustments to reflect the related tax effects for the preliminary KDP Transaction Accounting Adjustments.

The KDP Transaction Accounting Adjustments and unaudited pro forma condensed combined financial information are preliminary and are subject to change as additional information becomes available and additional analysis is performed. The preliminary KDP Transaction Accounting Adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information and are prepared in accordance with Article 11 of Regulation S-X. KDP estimated the fair value of JDE Peet’s assets and liabilities based on certain publicly available information and limited data provided to KDP management, as there are limitations on the information

 

5


that can be exchanged between KDP and JDE Peet’s prior to the closing of the JDE Peet’s Acquisition. A final determination of the fair value of JDE Peet’s acquired assets, non-controlling interests, and assumed liabilities will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact KDP’s statements of income; therefore the final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

 

6


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025

(In millions of U.S. Dollars)

 

     KDP
Historical
(As
Reported)
     Historical
JDE
Peet’s as
Converted
(Note 2)
    Transaction
Accounting
Adjustments –
Acquisition
    Note
4
  Transaction
Accounting
Adjustments –
Equity: Pod
Manufacturing
JV
    Transaction
Accounting
Adjustments –
Equity:
Preferred
Investment
     Transaction
Accounting
Adjustments –
Debt
Financing
    Note
4
  Pro Forma
Combined
 

Assets

                    

Current assets:

                    

Cash and cash equivalents

   $ 1,026      $ 2,093     $ (18,241   (a)   $ 3,909     $ 4,426      $ 9,859     (j)   $ 3,072  

Restricted cash and restricted cash equivalents

     18        29       —          —        —         —          47  

Trade accounts receivable, net

     1,671        847       (15   (b)     —        —         —          2,503  

Inventories

     1,733        2,328       450     (c)     —        —         —          4,511  

Prepaid expenses and other current assets

     818        537       —          —        —         —          1,355  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Total current assets

     5,266        5,834       (17,806       3,909       4,426        9,859         11,488  

Property, plant and equipment, net

     3,230        1,888       —          —        —         —          5,118  

Investments in unconsolidated affiliates

     1,660        —        —          —        —         —          1,660  

Goodwill

     20,247        14,640       (4,264   (d)     —        —         —          30,623  

Intangible assets, net

     23,725        5,020       11,455     (e)     —        —         —          40,200  

Other non-current assets

     1,295        900       —          —        —         —          2,195  

Deferred tax assets

     36        82       —          (19     —         —      (p)     99  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Total assets

   $ 55,459      $ 28,364     $ (10,615     $ 3,890     $ 4,426      $ 9,859       $ 91,383  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Liabilities and stockholders’ equity

                    

Current liabilities:

                    

Accounts payable

   $ 2,996      $ 4,139     $ (17   (b)   $ —      $ —       $ —        $ 7,118  

Accrued expenses

     1,379        989       9     (i)     —        —         —          2,377  

Structured payables

     25        1,050       —          —        —         —          1,075  

Short-term borrowings and current portion of long-term obligations

     3,105        881       —          —        —         895     (k)     4,881  

Other current liabilities

     785        869       —          —        —         —          1,654  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Total current liabilities

     8,290        7,928       (8       —        —         895         17,105  

Long-term obligations

     13,036        5,276       (234   (f)     —        —         8,964     (k)     27,042  

Deferred tax liabilities

     5,526        1,428       2,976     (g)     —        —         (44   (l)     9,886  

Other non-current liabilities

     3,091        435       —          —        —         —          3,526  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Total liabilities

     29,943        15,067       2,734         —        —         9,815         57,559  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Convertible preferred stock

     —         —        —          —        4,426        —      (m)     4,426  

Stockholders’ equity:

                    

Common stock

     14        6       (6   (h)     —        —         —          14  

Additional paid-in capital

     19,778        11,303       (11,303   (h)     —        —         —          19,778  

Retained earnings

     5,622        2,858       (2,954   (h)     (110     —         44     (o)     5,460  

Accumulated other comprehensive income (loss)

     102        (914     914         —        —         —          102  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Total stockholders’ equity

     25,516        13,253       (13,349       (110     —         44         25,354  

Non-controlling interest

     —         44       —          4,000       —         —      (n)     4,044  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Total equity

     25,516        13,297       (13,349       3,890       —         44         29,398  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

Total liabilities, convertible preferred stock and equity

   $ 55,459      $ 28,364     $ (10,615     $ 3,890     $ 4,426      $ 9,859       $ 91,383  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

 

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

7


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Year Ended December 31, 2025

(In millions of U.S. Dollars, except per share data)

 

                           Transaction     Transaction                         
           Historical               Accounting     Accounting      Transaction                  
     KDP     JDE Peet’s     Transaction         Adjustments –     Adjustments      Accounting                  
     Historical     as     Accounting         Equity: Pod     – Equity:      Adjustments                  
     (As     Converted     Adjustments     Note   Manufacturing     Preferred      – Debt     Note   Pro Forma        
     Reported)     (Note 2)     –Acquisition     5   JV     Investment      Financing     5   Combined        

Net sales

   $ 16,603     $ 11,194     $ (47   (a)   $ —      $ —       $ —        $ 27,750    

Cost of sales

     7,604       7,560       357     (a),(b)     —        —         —          15,521    
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

   

Gross profit

     8,999       3,634       (404       —        —         —          12,229    

Selling, general, and administrative expenses

     5,351       2,647       296     (c)     —        —         —          8,294    

Impairment of intangible assets

     78       2       —          —        —         —          80    

Other operating (income) expense, net

     (5     17       —          —        —         —          12    
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

   

Income from operations

     3,575       968       (700       —        —         —          3,843    

Interest expense, net

     754       94       66     (d)     —        —         396     (f)     1,310    

Other (income) expense, net

     134       (285     —          —        —         —          (151  
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

   

Income before provision for income taxes

     2,687       1,159       (766       —        —         (396       2,684    

Provision for income taxes

     608       187       (178   (e)     (19     —         (99   (g),(h),(i)     499    
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

   

Net income including non-controlling interest

   $ 2,079     $ 972     $ (588     $ 19     $ —       $ (297     $ 2,185    
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

   

Less: Net income attributable to non-controlling interest

     —        8       —          249       —         —      (j)     257    
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

   

Net income attributable to KDP

   $ 2,079     $ 964     $ (588     $ (230   $ —       $ (297     $ 1,928    
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

    

 

 

     

 

 

   

Earnings per common share

                        Note 6  

Basic

   $ 1.53                    $ 1.25    

Diluted

     1.53                      1.25    

Weighted-average common shares outstanding

                     

Basic

     1,358.1                      1,358.1    

Diluted

     1,362.8                      1,362.8    

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

8


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information and related notes are prepared to give effect to adjustments reflecting the accounting for the Transactions other than the Separation. KDP’s financial statements were prepared in accordance with U.S. GAAP and presented in U.S. Dollars while JDE Peet’s historical financial statements were prepared in accordance with IFRS Accounting Standards and presented in euro. Details regarding the conversion of the JDE Peet’s historical financial statements from IFRS Accounting Standards to U.S. GAAP and to translate the historical financial statements from euro to U.S. Dollar are included within Note 2 — Reclassifications and Conversion Adjustments.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 are based on the historical financial statements of KDP and JDE Peet’s.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, is presented to give effect to adjustments reflecting the accounting for the Transactions (other than the Separation) assuming those adjustments were made on December 31, 2025, and combines the historical balance sheet of KDP as of December 31, 2025, with the historical balance sheet of JDE Peet’s as of December 31, 2025.

The unaudited pro forma condensed combined statement of income for the year ended December 31, 2025, has been prepared to give effect to adjustments reflecting the accounting for the Transactions (other than the Separation) assuming those adjustments were made on January 1, 2025, and combines KDP’s historical statement of income for the year ended December 31, 2025, with JDE Peet’s historical income statement for the year ended December 31, 2025.

The historical financial information of JDE Peet’s has been reclassified to conform to KDP’s financial statement presentation, converted from IFRS Accounting Standards to U.S. GAAP, adjusted for KDP’s accounting policies where material differences exist and translated from euro to U.S. Dollar. As discussed in Note 2, certain reclassifications were made to align KDP and JDE Peet’s financial statement presentation. KDP is currently in the process of evaluating JDE Peet’s accounting policies, which will be finalized upon completion of the JDE Peet’s Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies.

The JDE Peet’s Acquisition reflected in this unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with KDP as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement and based on the historical financial statements of KDP and JDE Peet’s. ASC 805 requires that the assets, liabilities and non-controlling interests in a business combination be recognized at their fair values as of the JDE Peet’s Acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the estimated acquisition consideration has been allocated to the assets acquired and liabilities assumed from JDE Peet’s based upon KDP management’s preliminary estimate of their fair values. KDP has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of JDE Peet’s assets to be acquired or liabilities assumed. For the preliminary estimate of the fair value of certain intangible assets and inventory, KDP performed an analysis based on publicly available data and limited information provided to KDP management. For the preliminary estimate for the fair value of the assumed debt, KDP performed an assessment based on publicly available information on the terms of the debt instruments, market yield curves, as well as yields for JDE Peet’s traded debt.

 

9


Remaining JDE Peet’s assets, liabilities and non-controlling interests are presented at their respective historical carrying amounts and should be treated as preliminary values. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, liabilities assumed and non-controlling interests will be recorded as goodwill. Accordingly, the allocation of the consideration transferred and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value as additional information becomes available and as additional analyses are performed. The KDP Transaction Accounting Adjustments represent KDP management’s best estimates and are based upon currently available information and certain assumptions that KDP believes are reasonable under the circumstances and are subject to revision as additional information becomes available. 

Note 2 – Reclassification and Conversion Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, KDP management performed an analysis of the JDE Peet’s financial information to identify differences in the JDE Peet’s accounting policies applied in accordance with IFRS Accounting Standards compared to KDP’s accounting policies applied in accordance with U.S. GAAP. The historical results have been translated from euro to U.S. Dollar using the closing exchange rate of 1.1746 as of December 31, 2025, and the average exchange rate of 1.1293 during the year ended December 31, 2025.

Refer to the table below for a summary of reclassification adjustments made to present JDE Peet’s Balance Sheet as of December 31, 2025, to conform to KDP’s Balance Sheet for the same period:

 

                                          Historical  
                    Historical     Accounting Policy         Historical     Reclassified and  
KDP   Historical JDE   Historical JDE           Reclassified     / Conversion         Reclassified JDE     Converted JDE  
(As Reported)   Peet’s   Peet’s     Reclassifications     JDE Peet’s     Adjustments         Peet’s     Peet’s  

Presentation

 

Presentation

  (Euro)     (Euro)     (Euro)     (Euro)     Note   Total (Euro)     (USD)  

Assets

               

Current assets:

               

Cash and cash equivalents

          1,782       —      vi     1,782       2,093  
 

Cash and cash equivalents

    1,807       (25          

Restricted cash and restricted cash equivalents

          25       —      vi     25       29  
 

Cash and cash equivalents

    —        25            

Trade accounts receivable, net

          720       —      x     720       847  
 

Trade and other receivables

    969       (249          

Inventories

          1,982       —          1,982       2,328  
 

Inventories

    1,982       —             

Prepaid expenses and other current assets

          445       12     ii, ix, x     457       537  
 

Trade and other receivables

    —        406            
 

Derivative financial instruments

    109       (109          
 

Income tax receivable

    48       (48          
 

Assets classified as held-for-sale

    39       —             
   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total current assets

      4,954       —        4,954       12         4,966       5,834  

Property, plant and equipment, net

          1,848       (241   v, vii,
viii, ix
    1,607       1,888  
 

Property, plant & equipment

    1,787       61            

 

10


                                          Historical  
                    Historical     Accounting Policy         Historical     Reclassified and  
KDP   Historical JDE   Historical JDE           Reclassified     / Conversion         Reclassified JDE     Converted JDE  
(As Reported)   Peet’s   Peet’s     Reclassifications     JDE Peet’s     Adjustments         Peet’s     Peet’s  

Presentation

 

Presentation

  (Euro)     (Euro)     (Euro)     (Euro)     Note   Total (Euro)     (USD)  

Goodwill

          12,448       16     iii, x     12,464       14,640  
 

Goodwill and other intangible assets

    16,783       (4,335          

Intangible assets, net

          4,274       —      vii, x     4,274       5,020  
 

Goodwill and other intangible assets

    —        4,274            

Other non-current

            i, viii, ix,    

assets

          523       243     x     766       900  
 

Other non-current assets

    53       469            
 

Derivative financial instruments

    11       (11          
 

Retirement benefit asset

    459       (458          

Deferred tax assets .

          84       (14   ii     70       82  
 

Deferred income tax assets

    84       —             
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

   

 

 

 

Total assets

      24,131       —        24,131       16         24,147       28,364  

Liabilities and stockholders’ equity

               

Current liabilities:

               

Accounts payable

          4,436       (912   x, xi     3,524       4,139  
 

Trade and other payables

    5,532       (1,096          

Accrued expenses

          842       —      x     842       989  
 

Trade and other payables

    —        842            

Structured payables

          —        894     xi     894       1,050  
 

Trade and other payables

    —        —             

Short-term borrowings and current portion of long-term obligations

          750       —      x     750       881  
 

Borrowings

    812       (62          

Other current liabilities

          749       (8   ii, x     741       869  
 

Trade and other payables

    —        740            
 

Derivative financial instruments

    284       (284          
 

Income tax liability

    61       (61          
 

Provisions

    79       (79          
 

Liabilities classified as held for sale

    9       —             
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

   

 

 

 

Total current liabilities

      6,777       —        6,777       (26       6,751       7,928  

Long-term obligations

          4,494       (2   iii, x     4,492       5,276  
 

Borrowings

    4,688       (194          

Deferred tax

            ii, iii,    

liabilities

            viii, ix,    
          1,213       3     xi     1,216       1,428  
 

Deferred income tax liabilities

    1,213       —             

Other non-current liabilities

          413       (43   x     370       435  
 

Other non-current liabilities

    11       401            
 

Derivative financial instruments

    35       (35          
 

Provisions

    40       (40          
 

Retirement benefit liabilities

    133       (132          
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

   

 

 

 

Total liabilities

      12,897       —        12,897       (68       12,829       15,067  

 

11


                                          Historical  
                    Historical     Accounting Policy         Historical     Reclassified and  
KDP   Historical JDE   Historical JDE           Reclassified     / Conversion         Reclassified JDE     Converted JDE  
(As Reported)   Peet’s   Peet’s     Reclassifications     JDE Peet’s     Adjustments         Peet’s     Peet’s  

Presentation

 

Presentation

  (Euro)     (Euro)     (Euro)     (Euro)     Note   Total (Euro)     (USD)  

Commitments and contingencies

               

Stockholders’ equity:

               

Common stock

          5       —          5       6  
 

Share capital

    5       —             

Additional paid-in capital

          9,647       (25   x     9,622       11,303  
 

Share premium

    9,661       (14          
 

Treasury stock

    (82     82            

Retained earnings

               
 

Retained earnings

    2,232       —        2,232       200     i, ii, iii,

viii, ix,
xi

    2,432       2,858  

Accumulated other comprehensive (loss) income

          (691     (87   i, ii, iii,
viii, x
    (778     (914
 

Other reserves / (deficits)

    (623     (68          
   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total stockholders’ equity

      11,193       —        11,193       88         11,281       13,253  

Non-controlling interest

          41       (4   v     37       44  
 

Non-controlling interest

    41       —             
   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total equity

      11,234       —        11,234       84         11,318       13,297  
   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Total liabilities and equity

    $ 24,131       —      $ 24,131     $ 16       $ 24,147     $ 28,364  
   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Refer to the table below for a summary of reclassification adjustments made to present JDE Peet’s Statement of Income for the year ended December 31, 2025, to conform to KDP’s Statement of Income for the same period:

 

                           Accounting         Historical     Historical  
                     Historical     Policy /         Reclassified JDE     Reclassified and  
KDP    Historical JDE   Historical JDE           Reclassified     Conversion         Peet’s     Converted JDE  
(As Reported)    Peet’s   Peet’s     Reclassifications     JDE Peet’s     Adjustments         Total     Peet’s  

Presentation

  

Presentation

  (Euro)     (Euro)     (Euro)     (Euro)     Note   (Euro)     (USD)  

Net sales

           9,921       (9   v, ix     9,912       11,194  
  

Revenue

    9,921       —             

Cost of sales

           6,824       (130   iv, v,
ix
    6,694       7,560  
  

Cost of sales

    6,824       —             
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Gross profit

  

Gross profit

    3,097       —        3,097       121         3,218       3,634  

Selling, general, and administrative expenses

           2,250       94     ii, v,
viii, x
    2,344       2,647  
  

Selling, general and administrative expenses

    2,340       (90          

Impairment of other intangible assets

           2       —      v, x     2       2  
  

Selling, general and administrative expenses

          2            

 

12


                           Accounting         Historical     Historical  
                     Historical     Policy /         Reclassified JDE     Reclassified and  
KDP    Historical JDE   Historical JDE           Reclassified     Conversion         Peet’s     Converted JDE  
(As Reported)    Peet’s   Peet’s     Reclassifications     JDE Peet’s     Adjustments         Total     Peet’s  

Presentation

  

Presentation

  (Euro)     (Euro)     (Euro)     (Euro)     Note   (Euro)     (USD)  

Other operating (income) expense, net

           54       (39   viii, x,
xi
    15       17  
  

Selling, general and administrative expenses

    —        54            
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Income from operations

  

Operating profit

    757       34       791       66         857       968  

Interest expense, net

             iii, iv,
v, viii,
   
             ix, x,    
           205       (122   xi     83       94  
  

Finance income

    (385     18            
  

Finance expense

    164       408            

Other (income) expense, net

           (390     138     i, iii,
iv, v, x
    (252     (285
  

Selling, general and administrative expenses

    —        34            
  

Finance expense

    —        (424          
  

Share of net (profit) / loss of associates

    2       (2          
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Income before provision for income taxes

  

Profit before income taxes

    976       —        976       50         1,026       1,159  

Provision for income taxes

           173       (7   i, ii, iii,
v, ix,
xi
    166       187  
  

Income tax expense

    173       —             
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Net income

  

Profit for the period

    803       —        803       57         860       972  

Net income attributable to non-controlling interest

       —        —        7       —          7       8  
  

Attributable to non- controlling interests

    7       —        —        —          —        —   
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

Net income attributable to KDP Coffee Co

  

Profit for the period attributed to owners of the Company

  $ 810       $ 810     $ 57       $ 867     $ 980  
    

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

 

The historical financial statements of JDE Peet’s have been converted from IFRS Accounting Standards to U.S. GAAP. As IFRS Accounting Standards differ in certain respects from U.S. GAAP, the following adjustments have been made to align JDE Peet’s historical accounting policies under IFRS Accounting Standards to KDP’s accounting policies under U.S. GAAP for purposes of this pro forma presentation.

 

  (i)

Record the difference in pension valuation from IFRS Accounting Standards to U.S. GAAP, and corresponding deferred tax adjustment. This resulted in a decrease of $83 million in accumulated other comprehensive (loss) income and an increase of $81 million to retained earnings;

 

  (ii)

Reflect the tax effects of adjustments made to conform with U.S. GAAP, including items related to intra-entity transfers of inventory, recognition of deferred taxes on non-qualifying assets, the reversal of backward tracing, outside basis differences, and uncertain tax positions;

 

  (iii)

Reflect the impact of business combination foreign exchange and fair value interest rate hedges not eligible for hedge accounting under U.S. GAAP, reclassifying amounts from other comprehensive income to the Statement of Income;

 

13


  (iv)

Reclassify approximately $131 million of gains on total return equity swaps from finance income to other income, net and cost of sales under U.S. GAAP to conform the presentation of foreign exchange and derivative gains and losses to KDP’s accounting policies. The amount reclassified to other income, net is $129 million and the amount reclassified to cost of sales is $2 million;

 

  (v)

Reflect difference in hyperinflationary accounting from IFRS Accounting Standards to U.S. GAAP for operations in Turkey. Under U.S. GAAP, the financial statements of a foreign operation in a highly inflationary economy are remeasured as if the parent’s reporting currency were its functional currency;

 

  (vi)

Reclassify $25 million from cash and cash equivalents to restricted cash;

 

  (vii)

Reclassify $61 million of computer software from intangible assets to property, plant and equipment, net to conform JDE Peets’ presentation to KDP’s presentation;

 

  (viii)

Reclassify the operating lease amortization expense and finance charges to operating lease cost. Under U.S. GAAP, lessees distinguish between finance leases and operating leases for reporting purposes. For operating leases, the right-of-use asset and corresponding lease liability are recognized on the balance sheet, and the related lease expense is presented on a straight-line basis. This resulted in a reduction of property, plant, and equipment of $201 million and an increase in other non-current assets of $220 million;

 

  (ix)

Record the impact of accounting for leases embedded in revenue arrangements under U.S. GAAP. U.S. GAAP uses a rule-based classification model to categorize lessor leases as either operating, direct financing, or sales-type leases. The adjustment reclassifies certain leases from operating leases under IFRS Accounting Standards to sales-type leases under U.S. GAAP. The adjustment decreased property, plant, and equipment by $39 million and increased other non-current assets by $35 million;

 

  (x)

Reflect the reclassifications of historical JDE Peet’s financial statement line items to conform to the expected financial statement line items of the combined company following the JDE Peet’s Acquisition; and

 

  (xi)

Reflect the reclassification of $894 million of trade payables as structured payables in order to conform to KDP’s accounting policy along with the corresponding reclassification of related expenses in the Statement of Income.

Note 3 – Preliminary Allocation of Consideration Transferred

 

(a)

Consideration Transferred

The total estimated consideration transferred is as follows:

 

Consideration Transferred (In millions)    Amount  

Estimated cash consideration (i)

   $ 18,145  

Estimated settlement of preexisting relationships (ii)

     (11
  

 

 

 

Total estimated consideration transferred (iii)

   $ 18,134  
  

 

 

 
 
(i)

Represents estimated cash to be paid by KDP to acquire all of the issued and outstanding ordinary shares of JDE Peet’s, excluding treasury shares of JDE Peet’s, for €31.85 per share, equivalent to $37.41 per share based on the December 31, 2025 closing exchange rate, without interest.

 

(ii)

Represents the carrying value amount of preexisting balances between the parties, which are deemed to approximate fair value.

 

(iii)

Pursuant to the Merger Protocol, JDE Peet’s equity awards granted after the signing of the Merger Protocol will roll over into KDP equity awards in accordance with applicable “roll-over” provisions in the relevant JDE Peet’s employee incentive plans. In September 2025, JDE Peet’s granted a total of 389,270 conditional rights to shares in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) (collectively, “September 2025 Grants”). In addition, pursuant to the Merger Protocol, JDE Peet’s will be permitted to make additional employee equity grants in March 2026 (“March 2026 Grants”) to the extent that the aggregate date grant value of the September 2025 Grants

 

14


  and March 2026 Grants does not exceed an agreed-upon threshold negotiated in connection with the JDE Peet’s Acquisition. At the time of the preparation of this unaudited pro forma condensed combined financial information, KDP does not have the data to determine an allocation of the fair value amount between pre-combination and post-combination period and as such, there is no impact reflected in the unaudited pro forma condensed combined financial statements to purchase consideration or post-combination expense.

All unvested employee equity awards granted prior to the signing of the Merger Protocol under JDE Peet’s employee incentive plans will accelerate and vest on or prior to the closing of the JDE Peet’s Acquisition in accordance with the “Employee Equity Incentives” provision of the Merger Protocol. There will be an acceleration of expense reflected as post-combination expense. At the time of the preparation of this unaudited pro forma condensed combined financial information, KDP does not have the data to determine an allocation of the fair value amount between pre-combination and post-combination period and as such, there is no impact reflected in post-combination expense.

 

(b)

Preliminary Allocation of Consideration Transferred

The estimated consideration transferred, as shown in the table above, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values. As mentioned above in Note 1, KDP has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of the JDE Peet’s assets to be acquired, non-controlling interests, or liabilities assumed. For the preliminary estimate of the fair value of certain intangible assets and inventory, KDP performed an analysis based on publicly available data and limited data provided to KDP management. For the preliminary estimate for the fair value of the assumed debt, KDP performed an assessment based on publicly available information on the terms of the debt instruments, market yield curves, as well as yields for JDE Peet’s traded debt. Accordingly, the allocation of consideration transferred and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value as additional information becomes available and as additional analyses are performed.

The following table provides a summary of the preliminary allocation of estimated consideration transferred by major categories of assets acquired and liabilities assumed based on KDP management’s preliminary estimate:

 

Allocation of Estimated Consideration Transferred (In millions)

   Amount  

Estimated consideration transferred

   $ 18,134  

Assets acquired:

  

Cash and cash equivalents

   $ 2,093  

Restricted cash and restricted cash equivalents

     29  

Trade accounts receivable

     835  

Inventories

     2,778  

Prepaid expenses and other current assets

     537  

Property, plant and equipment

     1,888  

Intangible assets

     16,475  

Other non-current assets

     900  

Deferred tax assets

     82  

Liabilities assumed:

  

Accounts payable

   $ 4,136  

Accrued expenses

     998  

Structured payables

     1,050  

Short-term borrowings and current portion of long-term obligations

     881  

Other current liabilities

     869  

Long-term obligations

     5,042  

Deferred tax liabilities

     4,404  

Other non-current liabilities

     435  
  

 

 

 

Net assets acquired

     7,802  

Non-controlling interest

     (44
  

 

 

 

Goodwill

   $ 10,376  
  

 

 

 

 

15


The preliminary allocation of estimated consideration transferred above reflects a preliminary estimated Goodwill of $10.4 billion. Goodwill represents the excess of the estimated consideration transferred over the preliminary estimated fair values of recorded tangible and intangible assets acquired and liabilities assumed. The actual amount of Goodwill to be recorded in connection with the JDE Peet’s Acquisition is subject to change once the valuation of the fair value of tangible and intangible assets acquired and liabilities assumed has been completed.

Preliminary identifiable Intangible assets in the unaudited pro forma condensed combined financial information consist of the following:

 

Description (In millions)

   Preliminary
Fair Value
     Estimated
Useful Life
 

Brands - indefinite

   $ 12,000      $ Indefinite  

Brands - definite

     2,125        12.5  

Customer and distributor relationships

     2,000        17.5  

Developed technology

     350        11.0  
  

 

 

    

Total Intangible assets

   $ 16,475     
  

 

 

    

KDP determined a preliminary fair value estimate of Intangible assets related to Brands, Customer and distributor relationships, and Developed technology.

The estimated fair values and useful lives of identifiable Intangible assets are preliminary and have been performed based on publicly available information and limited data provided to KDP management, as there are limitations on the information that can be exchanged between KDP and JDE Peet’s prior to the closing of the JDE Peet’s Acquisition. The amount that will ultimately be allocated to identifiable intangible assets and the related amount of amortization, may differ materially from this preliminary allocation. Any change in the valuation of Intangible assets would cause a corresponding increase or decrease in the balance of Goodwill. A hypothetical 10% change in the valuation of the definite-lived Intangible assets would result in a corresponding increase or decrease in the amortization expense of approximately $31.6 million for the year ended December 31, 2025, assuming a weighted average useful life of 14.6 years.

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Acquisition Accounting Adjustments:

 

  (a)

The change in Cash and cash equivalents was determined as follows:

 

Description (In millions)

   Amount  

Uses:

  

Estimated cash consideration

   $ (18,145

Estimated payment of transaction costs

     (96
  

 

 

 

Pro forma net adjustment to Cash and cash equivalents

   $ (18,241
  

 

 

 

 

  (b)

Elimination of Trade accounts receivable, net and Accounts payable balances between KDP and JDE Peet’s that are eliminated as part of the JDE Peet’s Acquisition. The transactions are assumed to be at-market for purposes of the unaudited pro forma condensed combined financial information.

 

16


  (c)

The following table reflects the purchase accounting adjustment for Inventories based on the acquisition method of accounting. The preliminary fair value was determined based on the comparative sales method for finished goods and work-in-process inventory:

 

Description (In millions)

   Amount  

Preliminary fair value of Inventories acquired

   $ 2,778  

Elimination of JDE Peet’s historical carrying value of Inventories

     (2,328
  

 

 

 

Pro Forma net adjustment to Inventories

   $ 450  
  

 

 

 

 

  (d)

The following table reflects the elimination of JDE Peet’s historical Goodwill and the recognition of the preliminary Goodwill for estimated acquisition consideration in excess of the fair value of the net assets acquired:

 

Description (In millions)

   Amount  

Goodwill per preliminary purchase price allocation (Note 3)

   $ 10,376  

Elimination of JDE Peet’s historical Goodwill

     (14,640
  

 

 

 

Pro forma net adjustment to Goodwill

   $ (4,264
  

 

 

 

 

  (e)

The following table reflects the purchase accounting adjustment of $11.5 billion for estimated Intangible assets, net acquired based on the acquisition method of accounting as discussed in Note 3(b):

 

Description (In millions)

   Amount  

Preliminary fair value of JDE Peet’s Intangible assets acquired

   $ 16,475  

Elimination of JDE Peet’s historical carrying value of Intangible assets

     (5,020
  

 

 

 

Pro forma net adjustment to Intangible assets, net

   $ 11,455  
  

 

 

 

 

  (f)

The following table reflects the purchase accounting adjustment for JDE Peet’s historical Long-term obligations assumed based on the acquisition method of accounting. The preliminary fair value was determined using discounted cash flow methodology and trade prices where applicable:

 

Description (In millions)

   Amount  

Preliminary fair value adjustment on assumed obligations

   $ 5,923  

Elimination of JDE Peet’s historical obligations

     (6,157
  

 

 

 

Pro forma net adjustment to long-term obligations

   $ (234
  

 

 

 

 

  (g)

Reflects a deferred income tax liability (see Note 3) resulting from the preliminary pro forma fair value adjustment to Intangible assets and Inventories based on the estimated blended statutory tax rate of approximately 25%. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the JDE Peet’s Acquisition. This estimate of the deferred income tax liability (see Note 3) is preliminary and is subject to change based upon KDP’s final determination of the fair values of identifiable intangible assets acquired by jurisdiction.

 

  (h)

Represents the elimination of JDE Peet’s historical equity balances in conjunction with the JDE Peet’s Acquisition.

 

  (i)

Represents the recognition of estimated transaction costs for JDE Peet’s that KDP will pay upon closing and will be treated as an assumed liability for the unaudited pro forma condensed combined financial information. Transaction costs consist of consulting costs and success fees.

 

17


Equity and Debt Financing Adjustments:

 

  (j)

Represents the adjustment to Cash and cash equivalents for the Equity and Debt Financing Transactions as follows:

 

Description (In millions)

   Amount  

Sources:

  

Gross proceeds from the JV Investment

   $ 4,000  

Gross proceeds from the Preferred Investment

     4,500  

Gross proceeds from the USD Notes

     3,000  

Gross proceeds from the Euro Notes

     3,000  

Gross proceeds from the Delayed Draw Term Loan Agreement

     3,895  

Less: capitalized debt issuance costs for the USD Notes and Euro Notes

     (36

Less: equity issuance costs for the JV Investment

     (80

Less: equity issuance costs for the Preferred Investment

     (74

Less: cash settlement of deemed distribution of paid-up capital

     (11
  

 

 

 

Pro forma net adjustment to Cash and cash equivalents

   $ 18,872  
  

 

 

 

 

  (k)

The adjustment reflects the short-term and long-term obligations related to the Debt Financing Transactions and is comprised of the following:

 

Description (In millions)

   Amount  

Financing transactions:

  

Gross proceeds from the USD Notes

   $ 3,000  

Gross proceeds from the Euro Notes

     3,000  

Gross proceeds from the Delayed Draw Term Loan

     3,895  

Less: capitalized debt issuance costs for the USD Notes and Euro Notes

     (36
  

 

 

 

Pro forma net adjustment to short-term and long-term obligations

   $ 9,859  
  

 

 

 

The pro forma adjustment reflects KDP management’s best estimate of the Debt Financing Transactions based on information currently available. Although the mix of debt will not have a pervasive impact on the overall transaction or estimated preliminary consideration transferred, the assumptions around this election will have an impact on Cash and cash equivalents, Long-term obligations, and Interest expense. See Note 5(f) for sensitivity related to interest expense.

 

  (l)

Reflects the tax effect of the portion of U.S. interest expense, related to the USD Notes, Euro Notes, and Delayed Draw Term Loan Agreement, limited in the current period under Section 163(j) of the Code and is expected to be deductible in future periods. The adjustment is presented as a reduction to the U.S. net deferred tax liability using an estimated blended statutory tax rate of 25%.

 

  (m)

The Convertible Preferred Stock related to the Preferred Investment is classified by KDP as mezzanine equity since the Convertible Preferred Stock becomes convertible at the option of the holders upon certain fundamental changes that are not solely within the control of KDP. Accordingly, the Convertible Preferred Stock was reflected on the unaudited pro forma condensed combined balance sheet within Convertible Preferred Stock with an accompanying cash inflow of $4.5 billion reflected as proceeds.

 

  (n)

The JV Investor Partner’s interest in the Pod Manufacturing JV is reflected by KDP as a sale of a minority interest in a subsidiary of which KDP retains control. Accordingly, a non-controlling interest was reflected on the balance sheet within equity with an accompanying cash inflow of $4.0 billion reflected as a source of proceeds.

 

18


  (o)

In connection with the equity investment from the JV Investment, $80.0 million of upfront and other fees were incurred and reflected within Retained earnings. Additional expenses for the JV Investment and the Preferred Investment are expected to be incurred and subject to adjustment as additional information becomes available.

 

  (p)

Recognition of withholding taxes paid on accumulated Canadian earnings and valuation allowance established on specific deferred tax assets (DTAs), related to the Luxembourg net operating loss (NOL) as a result of implementing the JV Investment structure.

Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Acquisition Accounting Adjustments:

 

  (a)

Elimination of Net sales and Cost of sales between KDP and JDE Peet’s as part of the JDE Peet’s Acquisition. The transactions are assumed to be at-market.

 

  (b)

Reflects the adjustments to Cost of sales related to (i) preliminary fair value step-up adjustment to inventory, which is reflected in Cost of sales during the year as the related inventory is expected to be sold within twelve months following the closing of the JDE Peet’s Acquisition, (ii) the removal of JDE Peet’s historical amortization expense recorded within Cost of sales during the period, and (iii) elimination of Cost of sales between KDP and JDE Peet’s that are eliminated as part of the JDE Peet’s Acquisition (the transactions are assumed to be at-market).

 

     For the Year  
     Ended  
     December 31,  

Description (In millions)

   2025  

Preliminary fair value adjustment of Inventory

   $ 450  

Removal of historical amortization expense related to Intangible assets, net

     (12

Elimination of transactions between KDP and JDE Peet’s

     (81
  

 

 

 

Net pro forma transaction accounting adjustment to Cost of sales

   $ 357  
  

 

 

 

 

  (c)

Reflects the adjustments to Selling, general, and administrative expenses (“SG&A”), including the removal of JDE Peet’s portion of historical amortization expense recorded in SG&A, recognition of amortization expense related to definite-lived brands, customer and distributor relationships, and developed technology which were allocated to cost of sales during the year, and recognizing expenses for estimated transaction costs. KDP is still in the process of evaluating the fair value of the definite-lived intangible assets. Any resulting change in the fair value would have a direct impact on amortization expense. The amortization of definite-lived intangible assets is calculated on a straight-line basis. The amortization is based on the periods over which the economic benefits of the intangible assets are expected to be realized, which are subject to adjustment as additional information becomes available.

 

     For the Year  
     Ended  
     December 31,  

Description (In millions)

   2025  

Amortization expense for acquired Definite-lived brands

   $ 170  

Amortization expense for acquired Customer and distributor relationships

     114  

Amortization expense for Developed technology

     32  

Removal of historical amortization expense

     (116

Estimated transaction costs

     96  
  

 

 

 

Net pro forma transaction accounting adjustment to SG&A

   $ 296  
  

 

 

 

 

19


  (d)

Reflects the adjustment to Interest expense, net related to the preliminary fair value adjustment to JDE Peet’s historical debt.

 

  (e)

To record the income tax impact of the pro forma transaction accounting adjustments, excluding non-deductible transaction costs, utilizing the blended statutory income tax rate of approximately 25% for the year ended December 31, 2025. Deductibility of estimated transaction costs was analyzed under US income tax law. Transaction costs deemed facilitative are non-deductible for US federal income tax purposes. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the JDE Peet’s Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

Equity and Debt Financing Adjustments:

 

  (f)

Reflects the Interest expense and amortization of issuance costs related to the Debt Financing Transactions in connection with the JDE Peet’s Acquisition:

 

     For the  
     Year  
     Ended  
     December  

Description (In millions)

   31, 2025  

Delayed Draw Term Loan interest expense

   $ 129  

USD Notes and Euro Notes interest expense 2029 USD Notes

     33  

2031 USD Notes

     35  

2036 USD Notes

     40  

2056 USD Notes

     47  
  

 

 

 

Total USD Notes interest expense

     155  

2028 Euro Notes

     20  

2030 Euro Notes

     23  

2032 Euro Notes

     29  

2035 Euro Notes

     34  
  

 

 

 

Total Euro Notes interest expense

     106  

Amortization of debt issuance costs for the USD Notes and Euro Notes

     6  
  

 

 

 

Pro forma net debt financing adjustment to Interest expense, net

   $ 396  
  

 

 

 

The pro forma net adjustment for Interest expense, net represents KDP’s best estimate of the interest rates and terms it believes it can obtain in the Debt Financing Transactions based on KDP’s evaluation of current market conditions. The weighted average blended rate used for the pro forma net interest adjustment is 3.98%. A sensitivity analysis on interest expense for the year ended December 31, 2025, has been performed to assess the effect of a 0.125% change of the hypothetical interest on the Notes and the Euro Notes.

A hypothetical increase or decrease to the annual interest rate related to the Delayed Draw Term Loan Agreement, the USD Notes and the Euro Notes would change annual interest expense by approximately $12.0 million for the year ended December 31, 2025.

 

20


  (g)

To record the income tax impact of the KDP Transaction Accounting Adjustments utilizing the blended statutory income tax rate of approximately 25% for the year ended December 31, 2025. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the JDE Peet’s Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. Following the completion of the Transactions, KDP will continue to evaluate the impacts to its federal, state, and foreign tax profiles and assertions.

 

  (h)

Represents the estimated tax impact of income allocation to the non-controlling interest holder for the Pod Manufacturing JV, since allocation from a taxable entity to the Pod Manufacturing JV which is not subject to federal income tax.

 

  (i)

Certain nonrecurring tax expenses related to implementing the JV Investment structure, including withholding taxes and the recognition of a valuation allowance on specific deferred tax assets (DTAs).

 

  (j)

The JV Investor Partner will be entitled to 49% of the Pod Manufacturing JV’s distributions until it achieves a target internal rate of return equal to 6.375% in each of the first five years, which is assumed to be met based on the income of the Pod Manufacturing JV for the periods presented; the JV Investor Partner will receive 49% of distributions in years thereafter which are classified as non-controlling interest on the unaudited pro forma condensed combined statement of income.

Note 6 – Earnings Per Share (“EPS”)

Based on the Equity Transactions, basic EPS reflects net income attributable to common stockholders after deducting preferred dividends related to the Convertible Preferred Stock. The Preferred Investors are entitled to participate in dividends declared or paid on the common stock on an as-converted basis (provided that any such dividends on the common stock on an as-converted basis received by Preferred Investors will reduce, on a dollar-for-dollar basis, the dividends such Preferred Investors are entitled to otherwise receive), and therefore net income attributable to common stockholders is computed under the two-class method in periods when participation on an as-converted basis exceeds the preferred dividends related to the Convertible Preferred Stock.

The diluted EPS includes the potential conversion of the Convertible Preferred Stock into shares of common stock; however, all shares subject to the conversion of the Convertible Preferred Stock are excluded from the calculation of diluted shares because their impact would have been anti-dilutive based on the application of the if-converted method, giving effect to other potentially dilutive securities. Therefore, presentation of diluted EPS will be consistent with the presentation of basic EPS, which is calculated under the two-class method.

The following tables calculates the unaudited pro forma basic and diluted earnings per share, which reflects KDP’s historical EPS adjusted to reflect the impacts to EPS due to the Preferred Investment:

 

     Year Ended December 31,
2025
 
     KDP         
     Historical (As      Pro Forma  

Description (In millions, except per share data)

   Reported)      KDP  

Numerator:

     

Pro forma net income attributable to common stockholders

   $ 2,079      $ 1,928  

Less: Dividends allocated to Preferred Investors (i)

     —         (214

Adjusted pro forma net income attributable to common stockholder - basic

     2,079        1,714  

 

21


     Year Ended December 31,
2025
 

Denominator – basic:

     

Pro forma weighted average shares – basic

     1,358.1        1,358.1  

Pro forma net income per share – basic

   $ 1.53      $ 1.25  

Denominator – diluted:

     

Pro forma weighted average shares - diluted (ii) (iii)

     1,362.8        1,362.8  

Pro forma net income per share – diluted

   $ 1.53      $ 1.25  

 

(i)

Equal to income attributed to participating securities (Convertible Preferred Stock) calculated based on the greater of the preferred dividend rate of 4.75% in effect or participation on an as-converted participation, which is not applicable for the year ended December 31, 2025.

 

(ii)

Pro forma diluted earnings per share excludes the dilutive impact of the converted JDE Peet’s equity compensation awards, as the information necessary to determine such dilution on a pro forma basis is not available.

 

(iii)

Pro forma weighted average shares outstanding excludes shares issuable upon conversion of the Convertible Preferred Stock, as the conversion is antidilutive.

 

22

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF GLOBAL COFFEE CO.

On August 24, 2025, KDP entered into the Merger Protocol with JDE Peet’s. Pursuant to the Merger Protocol, on January 16, 2026, KDP commenced the Offer to acquire all of the issued and outstanding ordinary shares of JDE Peet’s, excluding treasury shares of JDE Peet’s, for €31.85 per share in cash, without interest. Upon the terms and subject to the conditions set forth in the Merger Protocol, KDP will acquire JDE Peet’s.

At the effective time of the JDE Peet’s Acquisition (the “Effective Time”), each JDE Peet’s ordinary share issued and outstanding immediately prior to the Effective Time (other than treasury shares of JDE Peet’s) will be converted into the right to receive the Offer in cash. Acorn Holdings B.V., an affiliate of JAB Holding Company S.à.r.l., together with certain directors of JDE Peet’s, collectively holding approximately 69% of the outstanding shares, have entered into irrevocable undertakings to tender their shares in the Offer and to vote in favor of the related resolutions at the extraordinary general meeting of JDE Peet’s.

Following completion of the JDE Peet’s Acquisition, KDP intends to separate into two independent, US-listed publicly traded companies pursuant to the Separation. One of the resulting US-listed public companies, Global Coffee Co., will combine the KDP Coffee Business and the business of JDE Peet’s and its subsidiaries as described under “Business of JDE Peet’s.” The remaining business, New Beverage Co., will operate as a scaled North American refreshment beverage company.

Financing of the JDE Peet’s Acquisition

JV Investment

On October 26, 2025, KDP entered into a commitment letter with the JV Investors, under which the JV Investors have committed to making, subject to certain conditions, a strategic minority investment into KDP’s wholly-owned subsidiary, the “Pod Manufacturing JV.” On February 23, 2026, KDP entered into a JV Transaction Agreement by and among the Pod Manufacturing JV, Keurig Partners and the JV Investor Partner in connection with the previously announced commitment letter relating to the JV Investment.

The JV Transaction Agreement provides that, upon its terms and subject to certain conditions, at the closing of the JV Investment, (i) KGMM will merge with and into the Pod Manufacturing JV, with the Pod Manufacturing JV surviving, (ii) Keurig Lux Partner will contribute 100% of the equity interests of Keurig Canada ULC as a capital contribution to the Pod Manufacturing JV and (iii) the JV Investor Partner will make a capital contribution of $4.0 billion to the Pod Manufacturing JV in exchange for limited partnership units representing a 49% interest in the Pod Manufacturing JV. The remaining 51% ownership interest in the Pod Manufacturing JV will remain under the ownership of KDP and its affiliates.

The JV Investor Partner will be entitled to 49% of the Pod Manufacturing JV’s distributions until it achieves a target internal rate of return equal to 6.375% in each of the first five years, which is assumed to be met based on the income of the Pod Manufacturing JV for the periods presented on the unaudited pro forma condensed combined statement of income of KDP. The JV Investor Partner will receive 49% of distributions in years thereafter which are classified as non-controlling interest on the unaudited pro forma condensed combined statements of income of KDP.

Following completion of the transactions contemplated by the JV Transaction Agreement, the Pod Manufacturing JV will own or otherwise have access to KDP’s and its affiliates’ manufacturing assets and facilities used in the manufacture of K-Cup pods and other unbrewed single-serve beverages in the United States and Canada.

The JV Transaction Agreement provides that, at the closing of the JV Investment, the Keurig Partners and the JV Investor Partner will enter into the A&R LPA. The A&R LPA sets forth each partner’s rights and responsibilities with respect to the Pod Manufacturing JV, including with respect to the limited partner committee (a majority of the members of which will be appointed by the Keurig Partners), certain unanimous approval rights in favor of the JV Investor Partner, mechanisms for capital contributions to be made to the Pod Manufacturing JV,

 

1


limitations on transfers by the partners, a call right exercisable by the Keurig Partners beginning on the eighth anniversary of the closing of the JV Investment and ending on the fifteenth anniversary of the closing of the JV Investment (or earlier upon the occurrence of certain triggering events), a conversion right exercisable by the JV Investor Partner after the fifteenth anniversary of the closing of the JV Investment but before the thirtieth anniversary of the closing of the JV Investment whereby the JV Investor Partner may elect to convert its interest in the Pod Manufacturing JV into publicly traded shares of common stock of Global Coffee Co. or its successor based on the JV Investor Partner’s remaining economic interest (subject to the call right) with related registration rights for such shares of common stock, and tag-along rights for the JV Investor Partner if the Keurig Partners desire to transfer their units. The A&R LPA also sets forth distribution mechanics, pursuant to which the Pod Manufacturing JV shall make quarterly distributions of available cash (subject to certain limitations, including for operating costs and reserves) to its partners generally in proportion to their ownership interests.

KDP intends to use the net proceeds from the contribution of the JV Investor Partner to fund a portion of the consideration for the JDE Peet’s Acquisition and related fees and expenses. See “Use of Proceeds” and “Description of the Transactions.” The JV Investors will receive certain transaction fees upon closing. See “Summary—Financing of the JDE Peet’s Acquisition” and “Description of the Transactions” for more information about the JV Investment.

Bridge Credit Facility

Concurrently with the entry into the Merger Protocol, KDP also entered into the Bridge Credit Agreement, dated August 24, 2025 with the lenders party thereto and MSSF as administrative agent. Under the Bridge Credit Agreement, KDP obtained commitments for a 364-day senior unsecured bridge loan facility of up to €16.2 billion to fund the JDE Peet’s Acquisition, which has since been reduced to €5.85 billion (“Bridge Facility”). The unaudited pro forma condensed combined financial information does not reflect the Bridge Facility except for the fees and expenses already incurred, as the combination of the borrowing under the Delayed Draw Term Loan Agreement, the Equity Transactions and the offering of the Notes and the Euro Notes will provide the funding necessary to consummate the JDE Peet’s Acquisition.

KDP does not expect to draw on the Bridge Facility to finance the JDE Peet’s Acquisition; however, the timing, terms, and final amounts of the financing have not yet been determined. As a result, actual outcomes could differ materially from those presented in the unaudited pro forma condensed combined financial information if the refinancing is completed on different terms, at different interest rates, or through alternative funding sources. KDP anticipates that commitments under the Bridge Credit Facility will be reduced by the net proceeds received from the JV Investment, the Preferred Investment, the Notes and the Euro Notes, as applicable. See “Description of Certain Other Indebtedness” for more information about the Bridge Credit Facility.

Delayed Draw Term Loan Agreement

On December 18, 2025, KDP entered into the Delayed Draw Term Loan Agreement with the lenders party thereto and MSSF, as administrative agent, pursuant to which each lender committed, subject to satisfaction of certain conditions set forth in the Delayed Draw Term Loan Agreement, to provide KDP with financing under a term loan facility in an aggregate amount not to exceed €10.35 billion.

Borrowings under the Delayed Draw Term Loan Agreement will bear interest at a rate per annum equal to the EURIBO rate plus a margin of 0.750% to 1.750% depending on the rating of certain index debt of KDP. The undrawn commitments under the term loan facility will be subject to a commitment fee commencing on December 23, 2025 at a per annum rate of 0.060% to 0.200% depending on the rating of certain index debt of KDP.

The Issuer expects to borrow approximately $3.9 billion U.S. Dollar equivalent in euros under the Delayed Draw Term Loan Agreement to fund a portion of the JDE Peet’s Acquisition. See “Use of Proceeds,” “Description of the Transactions” and “Description of Certain Other Indebtedness” for more information about the Delayed Draw Term Loan Agreement.

 

2


USD Notes

The Issuer is offering an aggregate principal amount of $3.0 billion of notes, which will consist of $   million aggregate principal amount of the 2029 Notes, $   million aggregate principal amount of the 2031 Notes, $   million aggregate principal amount of the 2036 Notes and $   million aggregate principal amount of the 2056 Notes. See “Description of the Notes” for additional information regarding the Notes.

KDP intends to use the net proceeds from the Notes, together with the proceeds from the sale of the Euro Notes, the Equity Transactions and the borrowing under the Delayed Draw Term Loan Agreement, to fund the JDE Peet’s Acquisition and to pay related fees and expenses. See “Use of Proceeds” and “Description of the Transactions.

Euro Notes

Substantially concurrently with the offering of the Notes, the Issuer also expects to issue one or more additional series of notes pursuant to one or more indentures, on terms substantially consistent with the Notes, in an aggregate principal amount of approximately $3.0 billion-equivalent denominated in euros, which will consist of €   million aggregate principal amount of   % senior notes due 2028, €   million aggregate principal amount of   % senior notes due 2030, €   million aggregate principal amount of   % senior notes due 2032, and €million aggregate principal amount of   % senior notes due 2035. See “Description of Certain Other Indebtedness” for additional information regarding the Euro Notes.

KDP intends to use the net proceeds from the Euro Notes, together with the proceeds from the sale of the Notes offered hereby, the Equity Transactions and the borrowing under the Delayed Draw Term Loan Agreement, to fund the JDE Peet’s Acquisition and to pay related fees and expenses. See “Use of Proceeds” and “Description of the Transactions.” Unless specified otherwise, in this section, the term “Debt Financing Transactions” refers to the Bridge Facility, the Delayed Draw Term Loan Agreement, the Notes and the Euro Notes. See “Description of Certain Other Indebtedness.

The following unaudited pro forma condensed combined financial information is based on or derived from the historical financial statements of KDP Coffee Co, which are included elsewhere in this offering memorandum, and JDE Peet’s, which is included elsewhere in this offering memorandum. The unaudited pro forma condensed combined balance sheet as of December 31, 2025, gives effect to adjustments reflecting the accounting for the Transactions (other than the Preferred Investment) as if those adjustments were made on December 31, 2025. The unaudited pro forma condensed combined statement of income of KDP Coffee Co for the year ended December 31, 2025, gives effect to adjustments reflecting the accounting for the Transactions (other than the Preferred Investment) as if those adjustments were made on January 1, 2025. The unaudited pro forma condensed combined financial information combines the historical financial statements of KDP Coffee Co, prepared in accordance with U.S. GAAP, with the historical financial statements of JDE Peet’s, prepared in accordance with IFRS Accounting Standards. Certain adjustments have been made to JDE Peet’s historical financial statements to reflect the conversion from IFRS Accounting Standards to U.S. GAAP, align accounting policies and financial statement presentation to KDP Coffee Co, and to translate the historical financial statements from euro to U.S. Dollar.

The historical financial statements of KDP Coffee Co and JDE Peet’s have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to adjustments reflecting the accounting for the Transactions (other than the Preferred Investment) in accordance with U.S. GAAP accounting principles (the “GCC Transaction Accounting Adjustments”). The GCC Transaction Accounting Adjustments are based upon currently available information and certain assumptions that KDP management believes are reasonable.

 

3


The unaudited pro forma condensed combined financial information was derived from:

 

   

The accompanying notes to the unaudited pro forma condensed combined financial information;

 

   

The audited consolidated financial statements of KDP Coffee Co included elsewhere in the offering memorandum and the related notes, which are incorporated by reference in this offering memorandum; and

 

   

The audited consolidated financial statements of JDE Peet’s and the related notes, included elsewhere in this offering memorandum.

The unaudited pro forma condensed combined financial information and the related notes are being provided for illustrative purposes only and do not purport to represent what Global Coffee Co.’s actual results of operations or financial position would have been had the Transactions (other than the Preferred Investment) been completed on the dates indicated, nor are they necessarily indicative of Global Coffee Co.’s future results of operations or financial position for any future period. Future results may vary significantly from the results reflected due to various factors and risks discussed in the section entitled “Risk Factors.”

The transaction accounting adjustments and autonomous entity adjustments associated with the Separation are not reflected in this unaudited pro forma condensed combined financial information. Such adjustments would typically include, among other items, the effects of separation and transition arrangements, any Separation-related fees and other transaction costs, and changes to capitalization and stand-alone corporate cost structures. The underlying separation and transition agreements related to the Separation have not yet been entered into and the related terms, timing and amounts have not been finalized or cannot be reasonably estimated at this time. In addition, the amount and timing of Separation-related fees and the post-Separation capitalization or stand-alone corporate cost structure have not been finalized. As such, KDP has not presented such adjustments.

The following unaudited pro forma condensed combined financial information and related notes have been prepared to give the effect to the following:

 

   

Application of the acquisition method of accounting under the provisions of the FASB ASC 805, where assets and liabilities of JDE Peet’s will be recorded by KDP at their respective fair values at the date of completion of the JDE Peet’s Acquisition;

 

   

Adjustments to reflect the Debt Financing Transactions used to fund a portion of the JDE Peet’s Acquisition, including related fees and expenses;

 

   

Adjustments to reflect the Equity Transactions used to fund a portion of the JDE Peet’s Acquisition, including related fees and expenses;

 

   

Adjustments to reconcile JDE Peet’s historical financial statements prepared in accordance with IFRS Accounting Standards to U.S. GAAP;

 

   

Adjustments to conform accounting policies and financial statement presentation of JDE Peet’s to those of KDP, based upon a preliminary assessment by KDP; and

 

   

Adjustments to reflect the related tax effects for the preliminary GCC Transaction Accounting Adjustments.

In addition, KDP management adjustments (the “Management Adjustments”) have been provided, which consist of reasonably estimated transaction effects related to synergies and dis-synergies that KDP management believes are necessary to enhance an understanding of the pro forma effects of the JDE Peet’s Acquisition. Actual future costs incurred may differ from these estimates.

The GCC Transaction Accounting Adjustments and unaudited pro forma condensed combined financial information are preliminary and are subject to change as additional information becomes available and additional analysis is performed. The preliminary GCC Transaction Accounting Adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information and are prepared in accordance with Article 11 of Regulation S-X. KDP estimated the fair value of JDE Peet’s

 

4


assets and liabilities based on certain publicly available information and limited data provided to KDP management, as there are limitations on the information that can be exchanged between KDP and JDE Peet’s prior to the closing of the JDE Peet’s Acquisition. A final determination of the fair value of JDE Peet’s acquired assets, non-controlling interests, and assumed liabilities will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact Global Coffee Co.’s statements of income; therefore the final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

 

5


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025

(In millions of U.S. Dollars)

 

     KDP
Coffee
Co.
Historical
(As
Reported)
     Historical
JDE
Peet’s as
Converted
(Note 2
and Note
4(a))
    Transaction
Accounting
Adjustments –
Acquisition
    Note
4
  Transaction
Accounting
Adjustments –
Equity: Pod
Manufacturing
JV
    Transaction
Accounting
Adjustments
– Debt
Financing
    Note
4
  Pro Forma
Global Coffee
Co.
 

Assets

                 

Current assets:

                 

Cash and cash equivalents

   $ 168      $ 2,093     $ —        $ (11   $ —      (j)   $ 2,250  

Restricted cash and restricted cash equivalents

     —         29       —          —        —          29  

Trade accounts receivable, net

     715        847       (15   (a)     —        —          1,547  

Inventories

     954        2,328       450     (b)     —        —          3,732  

Prepaid expenses and other current assets

     408        537       —          —        —          945  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total current assets

     2,245        5,834       435         (11     —          8,503  

Property, plant and equipment, net

     944        1,888       —          —        —          2,832  

Investments in unconsolidated affiliates

     3        —        —          —        —          3  

Goodwill

     9,725        14,640       (4,264   (c)     —        —          20,101  

Intangible assets, net

     2,951        5,020       11,455     (d)     —        —          19,426  

Other non-current assets

     423        900       —          —        —          1,323  

Deferred tax assets

     21        82       —          (19     —      (n)     84  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total assets

   $ 16,312      $ 28,364     $ 7,626       $ (30   $ —        $ 52,272  

Liabilities and stockholders’ equity

                 

Current liabilities:

                 

Accounts payable

   $ 1,149      $ 4,139     $ (17   (a)   $ —      $ —        $ 5,271  

Accrued expenses

     208        989       9     (h)     —        —          1,206  

Structured payables

     12        1,050       —          —        —          1,062  

Short-term borrowings and current portion of long-term obligations

     —         881       —          —        895     (k)     1,776  

Other current liabilities

     237        869       —          —        —          1,106  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total current liabilities

     1,606        7,928       (8       —        895         10,421  

Long-term obligations

     —         5,276       (234   (e)     —        8,964     (k)     14,006  

Deferred tax liabilities

     750        1,428       2,976     (f)     —        (44   (l)     5,110  

Other non-current liabilities

     388        435       —          —        —          823  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total liabilities

     2,744        15,067       2,734         —        9,815         30,360  

Stockholders’ equity:

                 

Common stock

     —         6       (6   (g)     —        —          —   

Additional paid-in capital

     —         11,303       (11,303   (g)     —        —          —   

Retained earnings

     13,518        2,858       15,287     (g)     (4,030     (9,815   (m)     17,818  

Accumulated other comprehensive income (loss)

     50        (914     914     (g)     —        —          50  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total stockholders’ equity

     13,568        13,253       4,892         (4,030     (9,815       17,868  

Non-controlling interest

     —         44       —          4,000       —      (l)     4,044  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total equity

     13,568        13,297       4,892         (30     (9,815       21,312  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Total liabilities and equity

   $ 16,312      $ 28,364     $ 7,626       $ (30   $ —        $ 52,272  
  

 

 

    

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

6


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Year Ended December 31, 2025

(In millions of U.S. Dollars)

 

     KDP Coffee
Co Historical
(As Reported)
    Historical JDE
Peet’s as
Converted
(Note 2 and
Note 4(a))
    Transaction
Accounting
Adjustments –
Acquisition
    Note 5   Transaction
Accounting
Adjustments –
Equity: Pod
Manufacturing
JV
    Transaction
Accounting
Adjustments –
Debt Financing
    Note 5   Pro Forma
Global Coffee
Co.
 

Net sales

   $ 4,700     $ 11,194     $ (47   (a)   $ —      $ —        $ 15,847  

Cost of sales

     2,834       7,560       357     (a),(b)     —        —          10,751  
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Gross profit

     1,866       3,634       (404       —        —          5,096  

Selling, general, and administrative expenses

     992       2,647       200     (c)     —        —          3,839  

Impairment of Intangible assets

     —        2       —          —        —          2  

Other operating (income) expense, net

     (1     17       —          —        —          16  
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Income from operations

     875       968       (604       —        —          1,239  

Interest (income) expense, net

     (6     94       66     (d)     —        396     (g)     550  

Other (income) expense, net

     (15     (285     9     (e)     —        —          (291
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Income before provision for income taxes

     896       1,159       (679       —        (396       980  

Provision for income taxes

     196       187       (170   (f)     (19     (99   (h), (i),(k)     95  
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income including non-controlling interest

   $ 700     $ 972     $ (509     $ 19     $ (297     $ 885  
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Less: Net income attributable to non- controlling interest

     —        8       —          249       —      (j)     257  
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

Net income

   $ 700     $ 964     $ (509     $ (230   $ (297     $ 628  
  

 

 

   

 

 

   

 

 

     

 

 

   

 

 

     

 

 

 

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

7


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information and related notes are prepared to give effect to adjustments reflecting the accounting for the Transactions (other than the Preferred Investment). KDP Coffee Co’s financial statements were prepared in accordance with U.S. GAAP and presented in U.S. Dollars while JDE Peet’s historical financial statements were prepared in accordance with IFRS Accounting Standards and presented in euro. Details regarding the conversion of the JDE Peet’s historical financial statements from IFRS Accounting Standards to U.S. GAAP and to translate the historical financial statements from euro to U.S. Dollar are included within Note 2 — Reclassifications and Conversion Adjustments.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2025 are based on the historical financial statements of KDP Coffee Co and JDE Peet’s.

 

   

The unaudited pro forma condensed combined balance sheet as of December 31, 2025, is presented to give effect to adjustments reflecting the accounting for the Transactions (other than the Preferred Investment) assuming those adjustments were made on December 31, 2025, and combines the historical balance sheet of KDP Coffee Co as of December 27, 2025, with the historical balance sheet of JDE Peet’s as of December 31, 2025.

 

   

The unaudited pro forma condensed combined statement of income for the year ended December 31, 2025, has been prepared to give effect to adjustments reflecting the accounting for the Transactions (other than the Preferred Investment) assuming those adjustments were made on January 1, 2025, and combines KDP Coffee Co’s historical statement of income for the year ended December 27, 2025, with JDE Peet’s historical income statement for the year ended December 31, 2025.

KDP Coffee Co has historically been managed and financed as part of KDP. As a result, the Global Coffee Co. standalone financial statements do not reflect a traditional capital structure (e.g., no common stock, additional paid-in capital, or outstanding shares) in the unaudited pro forma condensed combined financial information. In the absence of a historical share base, there is no appropriate numerator/denominator with which to compute per-share amounts. Accordingly, earnings per share information is not presented at this time.

The historical financial information of JDE Peet’s has been reclassified to conform to KDP Coffee Co’s financial statement presentation, converted from IFRS Accounting Standards to U.S. GAAP, adjusted for KDP Coffee Co’s accounting policies where material differences exist and translated from euro to U.S. Dollar. As discussed in Note 2, certain reclassifications were made to align KDP Coffee Co and JDE Peet’s financial statement presentation. KDP Coffee Co is currently in the process of evaluating JDE Peet’s accounting policies, which will be finalized upon completion of the JDE Peet’s Acquisition, or as more information becomes available. As a result of that review, additional differences could be identified between the accounting policies of the two companies.

The JDE Peet’s Acquisition reflected in this unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with KDP Coffee Co as the accounting acquirer, using the fair value concepts defined in ASC 820, Fair Value Measurement and based on the historical financial statements of KDP Coffee Co and JDE Peet’s. ASC 805 requires that the assets, liabilities and non-controlling interests in a business combination be recognized at their fair values as of the JDE Peet’s Acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the estimated acquisition consideration has been allocated to the assets acquired and liabilities assumed from JDE Peet’s based upon KDP management’s preliminary estimate of their fair

 

8


values. KDP has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of JDE Peet’s assets to be acquired or liabilities assumed. For the preliminary estimate of the fair value of certain intangible assets and inventory, KDP performed an analysis based on publicly available data and limited information provided to KDP management. For the preliminary estimate for the fair value of the assumed debt, KDP performed an assessment based on publicly available information on the terms of the debt instruments, market yield curves, as well as yields for JDE Peet’s traded debt.

The remaining JDE Peet’s assets, liabilities and non-controlling interests are presented at their respective historical carrying amounts and should be treated as preliminary values. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, liabilities assumed and non-controlling interests will be recorded as goodwill. Accordingly, the allocation of the consideration transferred and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value as additional information becomes available and as additional analyses are performed. The GCC Transaction Accounting Adjustments represent KDP management’s best estimates and are based upon currently available information and certain assumptions that KDP believes are reasonable under the circumstances and are subject to revision as additional information becomes available.

Note 2 – Reclassification and Conversion Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, KDP management performed an analysis of the JDE Peet’s financial information to identify differences in the JDE Peet’s accounting policies applied in accordance with IFRS Accounting Standards compared to KDP Coffee Co’s accounting policies applied in accordance with U.S. GAAP. The historical results have been translated from euro to U.S. Dollar using the closing exchange rate of 1.1746 as of December 31, 2025, and the average exchange rate of 1.1293 during the year ended December 31, 2025.

Refer to the table below for a summary of reclassification adjustments made to present JDE Peet’s Balance Sheet as of December 31, 2025, to conform to KDP Coffee Co’s Balance Sheet for the same period:

 

KDP Coffee Co

(As Reported)

Presentation

  

Historical

JDE Peet’s

Presentation

   Historical
JDE Peet’s
(Euro)
     Reclassifications
(Euro)
    Historical
Reclassified
JDE Peet’s
(Euro)
     Accounting
Policy /
Conversion
Adjustments
(Euro)
     Note      Historical
Reclassified
JDE Peet’s
Total (Euro)
     Historical
Reclassified
and
Converted
JDE Peet’s
(USD)
 

Assets

                      

Current assets:

                      

Cash and cash equivalents

             1,782        —         vi        1,782        2,093  
  

Cash and

cash equivalents

     1,807        (25              

Restricted cash and restricted cash equivalents

             25        —         vi        25        29  
  

Cash and

cash equivalents

     —         25                

Trade accounts receivable, net

             720        —         x        720        847  
  

Trade and

other receivables

     969        (249              

Inventories

             1,982        —            1,982        2,328  
   Inventories      1,982        —                 

Prepaid expenses and other current assets

             445        12        ii, ix, x        457        537  

 

9


   Trade and other receivables      —         406               
   Derivative financial instruments      109        (109             
   Income tax receivable      48        (48             
   Assets                   
   classified as                   
   held-for-sale      39        —                
     

 

 

    

 

 

   

 

 

    

 

 

      

 

 

    

 

 

 

Total current assets

        4,954        —        4,954        12          4,966        5,834  

Property, plant and equipment, net

             1,848        (241    
v, vii,
viii, ix
 
 
     1,607        1,888  
   Property, plant & equipment      1,787        61               

Goodwill

             12,448        16       iii, x        12,464        14,640  
   Goodwill and other intangible assets      16,783        (4,335             

Intangible assets, net

             4,274        —        vii, x        4,274        5,020  
   Goodwill and other intangible assets      —         4,274               

Other non-current assets

             523        243      
i, viii,
ix, x
 
 
     766        900  
   Other non- current assets      53        469               
   Derivative financial instruments      11        (11             
   Retirement benefit asset      459        (458             

Deferred tax assets

             84        (14     ii        70        82  
   Deferred income tax assets      84        —                
     

 

 

    

 

 

   

 

 

    

 

 

      

 

 

    

 

 

 

Total assets

          24,131              —           24,131            16            24,147           28,364  

Liabilities and stockholders’ equity .

                     

Current liabilities:

                     

Accounts payable

             4,436        (912     x, xi        3,524        4,139  
   Trade and other payables      5,532        (1,096             

Accrued expenses

             842        —        x        842        989  
   Trade and other payables      —         842               

Structured payables

             —         894       xi        894        1,050  
   Trade and other payables      —         —                

Short-term borrowings and current portion of long-term obligations .

             750        —        x        750        881  
   Borrowings      812        (62             

Other current liabilities

             749        (8     ii, x        741        869  
   Trade and other payables      —         740               
   Derivative financial instruments      284        (284             
   Income tax liability      61        (61             
   Provisions       79        (79             

 

10


                  
  

Liabilities classified as held for sale

     9       —              
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

Total current liabilities

        6,777       —        6,777       (26        6,751       7,928  

Long-term obligations

            4,494       (2     iii, x        4,492       5,276  
  

Borrowings

     4,688       (194           

Deferred tax liabilities

            1,213       3      

ii, iii,
viii,
ix, xi
 
 
 
     1,216       1,428  
  

Deferred income tax liabilities

     1,213       —              

Other non-current liabilities

            413       (43     x        370       435  
  

Other non-current liabilities

     11       401             
  

Derivative financial instruments

     35       (35           
  

Provisions

     40       (40           
  

Retirement benefit liabilities

     133       (132           
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

Total liabilities

        12,897       —        12,897       (68          12,829         15,067  

Commitments and contingencies

                  

Stockholders’ equity:

                  

Common stock

            5       —           5       6  
  

Share capital

     5       —              

Additional paid-in capital

            9,647       (25     x        9,622       11,303  
  

Share premium

     9,661       (14           
  

Treasury stock

     (82     82             

Retained earnings

            2,232       200      


i, ii,
iii,
viii,
ix, xi
 
 
 
 
     2,432       2,858  
  

Retained earnings

     2,232       —              

Accumulated other comprehensive (loss) income

            (691     (87    

i, ii,
iii,
viii, x
 
 
 
     (778     (914
  

Other reserves / (deficits)

     (623     (68           
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

Total stockholders’ equity

          11,193             —           11,193           88          11,281       13,253  

Non-controlling interest

            41       (4     v        37       44  
  

Non-controlling interest

     41       —              
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

Total equity

        11,234       —        11,234       84          11,318       13,297  

Total liabilities and equity

      $ 24,131     $ —      $ 24,131     $ 16        $ 24,147     $ 28,364  
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

 

11


Refer to the table below for a summary of reclassification adjustments made to present JDE Peet’s Statement of Income for the year ended December 31, 2025, to conform to KDP Coffee Co’s Statement of Income for the same period:

 

KDP Coffee

Co

(As Reported)

Presentation

  

Historical

JDE Peet’s

Presentation

   Historical
JDE Peet’s
(Euro)
    Reclassifications
(Euro)
    Historical
Reclassified
JDE Peet’s
(Euro)
    Accounting
Policy /
Conversion
Adjustments
(Euro)
    Note      Historical
Reclassified
JDE Peet’s
Total
(Euro)
    Historical
Reclassified
and Converted
JDE Peet’s
(USD)
 

Net sales

            9,921       (9     v, ix        9,912       11,194  
   Revenue      9,921       —              

Cost of sales

            6,824       (130     iv, v, ix        6,694       7,560  
   Cost of sales      6,824       —              

Gross profit

   Gross profit      3,097       —        3,097       121          3,218       3,634  

Selling, general, and administrative expenses

            2,250       94       ii ,v, viii, x        2,344       2,647  
   Selling, general and administrative expenses      2,340       (90           

Impairment of other intangible assets

            2       —        v, x        2       2  
   Selling, general and administrative expenses      —        2             

Other operating (income) expense, net

            54       (39     viii, x, xi        15       17  
   Selling, general and administrative expenses      —        54             

Income from operations

   Operating profit      757       34       791       66          857       968  

Interest expense, net

            205       (122    

iii, iv, v, viii,

ix, x, xi

 

 

     83       94  
   Finance income      (385     18             
   Finance expense      164       408             

Other (income) expense, net

            (390     138       i, iii, iv, v, x        (252     (285
   Selling, general and administrative expenses      —        34             
   Finance expense      —        (424           
   Share of net (profit) / loss of associates      2       (2           
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

Income before provision for income taxes

   Profit before income taxes      976       —        976       50          1,026       1,159  

Provision for income taxes

            173       (7    

i, ii, iii, v, ix,

xi

 

 

     166       187  
   Income tax expense      173       —              
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

Net income

   Profit for the period      803       —        803       57          860       972  

Net income attributable to non-controlling interest

        —        —        7       —        —         7       8  
   Attributable to non-controlling interests      7       —        —        —        —         —        —   
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

Net income attributable to KDP Coffee Co

   Profit for the period attributed to owners of the Company    $ 810     $       $ 810     $ 57        $ 867     $ 980  
     

 

 

   

 

 

   

 

 

   

 

 

      

 

 

   

 

 

 

 

12


The historical financial statements of JDE Peet’s have been converted from IFRS Accounting Standards to U.S. GAAP. As IFRS Accounting Standards differ in certain respects from U.S. GAAP, the following adjustments have been made to align JDE Peet’s historical accounting policies under IFRS Accounting Standards to KDP’s accounting policies under U.S. GAAP for purposes of this pro forma presentation.

 

  (i)

Record the difference in pension valuation from IFRS Accounting Standards to U.S. GAAP, and corresponding deferred tax adjustment. This resulted in a decrease of $83 million in accumulated other comprehensive (loss) income and an increase of $81 million to retained earnings;

  (ii)

Reflect the tax effects of adjustments made to conform with U.S. GAAP, including items related to intra-entity transfers of inventory, recognition of deferred taxes on non-qualifying assets, the reversal of backward tracing, outside basis differences, and uncertain tax positions;

  (iii)

Reflect the impact of business combination foreign exchange and fair value interest rate hedges not eligible for hedge accounting under U.S. GAAP, reclassifying amounts from other comprehensive income to the Statement of Income;

  (iv)

Reclassify approximately $131 million of gains on total return equity swaps from finance income to other income, net and cost of sales under U.S. GAAP to conform the presentation of foreign exchange and derivative gains and losses to KDP’s accounting policies. The amount reclassified to other income, net is $129 million and the amount reclassified to cost of sales is $2 million;

  (v)

Reflect difference in hyperinflationary accounting from IFRS Accounting Standards to U.S. GAAP for operations in Turkey. Under U.S. GAAP, the financial statements of a foreign operation in a highly inflationary economy are remeasured as if the parent’s reporting currency were its functional currency;

  (vi)

Reclassify $25 million from cash and cash equivalents to restricted cash;

  (vii)

Reclassify $61 million of computer software from intangible assets to property, plant and equipment, net to conform JDE Peets’ presentation to KDP’s presentation ;

  (viii)

Reclassify the operating lease amortization expense and finance charges to operating lease cost. Under U.S. GAAP, lessees distinguish between finance leases and operating leases for reporting purposes. For operating leases, the right-of-use asset and corresponding lease liability are recognized on the balance sheet, and the related lease expense is presented on a straight-line basis. This resulted in a reduction of property, plant, and equipment of $201 million and an increase in other non-current assets of $220 million;

  (ix)

Record the impact of accounting for leases embedded in revenue arrangements under U.S. GAAP. U.S. GAAP uses a rule-based classification model to categorize lessor leases as either operating, direct financing, or sales-type leases. The adjustment reclassifies certain leases from operating leases under IFRS Accounting Standards to sales-type leases under U.S. GAAP. The adjustment decreased property, plant, and equipment by $39 million and increased other non-current assets by $35 million;

  (x)

Reflect the reclassifications of historical JDE Peet’s financial statement line items to conform to the expected financial statement line items of the combined company following the JDE Peet’s Acquisition; and

  (xi)

Reflect the reclassification of $894 million of trade payables as structured payables in order to conform to KDP’s accounting policy along with the corresponding reclassification of related expenses in the Statement of Income.

Note 3 – Preliminary Allocation of Consideration Transferred

 

(a)

Consideration Transferred

 

13


The total estimated consideration transferred is as follows:

 

Consideration Transferred (In millions)

   Amount  

Estimated cash consideration (i)

   $ 18,145  

Estimated settlement of preexisting relationships (ii)

     (11
  

 

 

 

Total estimated consideration transferred (iii)

   $ 18,134  
  

 

 

 
 
(i)

Represents estimated cash to be paid by KDP to acquire all of the issued and outstanding ordinary shares of JDE Peet’s, excluding treasury shares of JDE Peet’s, for €31.85 per share, equivalent to $37.41 per share based on the December 31, 2025 closing exchange rate, without interest. The $18,134 million represents the estimated consideration transferred by KDP on behalf of KDP Coffee Co in conjunction with the JDE Peet’s Acquisition. As a result, the unaudited pro forma condensed combined financial statements do not reflect the cash payments by KDP to complete the JDE Peet’s Acquisition. Instead, the funding of the acquisition consideration is presented as a capital contribution from KDP to KDP Coffee Co. The estimated cash consideration is presented on the balance sheet as a transaction adjustment to retained earnings, net of the elimination of historical equity of $2,858 million.

 

(ii)

Represents the carrying value amount of preexisting balances between the parties, which are deemed to approximate fair value.

 

(iii)

Pursuant to the Merger Protocol, JDE Peet’s equity awards granted after the signing of the Merger Protocol will roll over into KDP equity awards in accordance with applicable “roll-over” provisions in the relevant JDE Peet’s employee incentive plans. In September 2025, JDE Peet’s granted a total of 389,270 conditional rights to shares in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) (collectively, “September 2025 Grants”). In addition, pursuant to the Merger Protocol, JDE Peet’s will be permitted to make additional employee equity grants in March 2026 (“March 2026 Grants”) to the extent that the aggregate date grant value of the September 2025 Grants and March 2026 Grants does not exceed an agreed-upon threshold negotiated in connection with the JDE Peet’s Acquisition. At the time of the preparation of this unaudited pro forma condensed combined financial information, KDP does not have the data to determine an allocation of the fair value amount between pre-combination and post-combination period and as such, there is no impact reflected in the unaudited pro forma condensed combined financial statements to purchase consideration or post-combination expense.

All unvested employee equity awards granted prior to the signing of the Merger Protocol under JDE Peet’s employee incentive plans will accelerate and vest on or prior to the closing of the JDE Peet’s Acquisition in accordance with the “Employee Equity Incentives” provision of the Merger Protocol. There will be an acceleration of expense reflected as post-combination expense. At the time of the preparation of this unaudited pro forma condensed combined financial information, KDP does not have the data to determine an allocation of the fair value amount between pre-combination and post-combination period and as such, there is no impact reflected in post-combination expense.

 

(b)

Preliminary Allocation of Consideration Transferred

The estimated consideration transferred, as shown in the table above, is allocated to the tangible and intangible assets acquired and liabilities assumed based on their preliminary estimated fair values. As mentioned above in Note 1, KDP has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of the JDE Peet’s assets to be acquired, non-controlling interests, or liabilities assumed. For the preliminary estimate of the fair value of certain intangible assets and inventory, KDP performed an analysis based on publicly available data and limited data provided to KDP management. For the preliminary estimate for the fair value of the assumed debt, KDP performed an assessment based on publicly available information on the terms of the debt instruments, market yield curves, as well as yields for JDE Peet’s traded debt. Accordingly, the allocation of consideration transferred and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value as additional information becomes available and as additional analyses are performed.

 

14


The following table provides a summary of the preliminary allocation of estimated consideration transferred by major categories of assets acquired and liabilities assumed based on KDP management’s preliminary estimate:

 

Allocation of Estimated Consideration Transferred (In millions)

   Amount  

Estimated consideration transferred

   $ 18,134  

Assets acquired:

 

Cash and cash equivalents

   $ 2,093  

Restricted cash and restricted cash equivalents

     29  

Trade accounts receivable

     835  

Inventories

     2,778  

Prepaid expenses and other current assets

     537  

Property, plant and equipment

     1,888  

Intangible assets

     16,475  

Other non-current assets

     900  

Deferred tax assets

     82  

Liabilities assumed:

  

Accounts payable

   $ 4,136  

Accrued expenses

     998  

Structured payables

     1,050  

Short-term borrowings and current portion of long-term obligations

     881  

Other current liabilities

     869  

Long-term obligations

     5,042  

Deferred tax liabilities

     4,404  

Other non-current liabilities

     435  
  

 

 

 

Net assets acquired

     7,802  
  

 

 

 

Non-controlling interest

     (44

Goodwill

   $ 10,376  
  

 

 

 

The preliminary allocation of estimated consideration transferred above reflects a preliminary estimated Goodwill of $10.4 billion. Goodwill represents the excess of the estimated consideration transferred over the preliminary estimated fair values of recorded tangible and intangible assets acquired and liabilities assumed. The actual amount of Goodwill to be recorded in connection with the JDE Peet’s Acquisition is subject to change once the valuation of the fair value of tangible and intangible assets acquired and liabilities assumed has been completed.

Preliminary identifiable Intangible assets in the unaudited pro forma condensed combined financial information consist of the following:

 

Description (In millions)

   Preliminary
Fair Value
     Estimated
Useful Life
 

Brands - indefinite

   $ 12,000      $ Indefinite  

Brands - definite

     2,125        12.5  

Customer and distributor relationships

     2,000        17.5  

Developed technology

     350        11.0  
  

 

 

    

Total Intangible assets

   $ 16,475     
  

 

 

    

KDP determined a preliminary fair value estimate of Intangible assets related to Brands, Customer and distributor relationships, and Developed technology.

 

15


The estimated fair values and useful lives of identifiable Intangible assets are preliminary and have been performed based on publicly available information and limited data provided to KDP management, as there are limitations on the information that can be exchanged between KDP and JDE Peet’s prior to the closing of the JDE Peet’s Acquisition. The amount that will ultimately be allocated to identifiable intangible assets and the related amount of amortization, may differ materially from this preliminary allocation. Any change in the valuation of Intangible assets would cause a corresponding increase or decrease in the balance of Goodwill. A hypothetical 10% change in the valuation of the definite-lived Intangible assets would result in a corresponding increase or decrease in the amortization expense of approximately $31.6 million for the year ended December 31, 2025, assuming a weighted average useful life of 14.6 years.

Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Acquisition Accounting Adjustments:

 

  (a)

Elimination of Trade accounts receivable, net and Accounts payable balances between KDP Coffee Co and JDE Peet’s that are eliminated as part of the JDE Peet’s Acquisition. The transactions are assumed to be at-market for purposes of the unaudited pro forma condensed combined financial information.

 

  (b)

The following table reflects the purchase accounting adjustment for Inventories based on the acquisition method of accounting. The preliminary fair value was determined based on the comparative sales method for finished goods and work-in-process inventory:

 

Description (In millions)

   Amount  

Preliminary fair value of Inventories acquired

   $ 2,778  

Elimination of JDE Peet’s historical carrying value of Inventories

     (2,328
  

 

 

 

Pro Forma net adjustment to Inventories

   $ 450  
  

 

 

 

 

  (c)

The following table reflects the elimination of JDE Peet’s historical Goodwill and the recognition of the preliminary Goodwill for estimated acquisition consideration in excess of the fair value of the net assets acquired:

 

Description (In millions)

   Amount  

Goodwill per preliminary purchase price allocation (Note 3)

   $ 10,376  

Elimination of JDE Peet’s historical Goodwill

     (14,640
  

 

 

 

Pro forma net adjustment to Goodwill

   $ (4,264
  

 

 

 

 

  (d)

The following table reflects the purchase accounting adjustment of $11.5 billion for estimated Intangible assets, net acquired based on the acquisition method of accounting as discussed in Note 3(b):

 

Description (In millions)

   Amount  

Preliminary fair value of JDE Peet’s Intangible assets acquired

   $ 16,475  

Elimination of JDE Peet’s historical carrying value of Intangible assets

     (5,020
  

 

 

 

Pro forma net adjustment to Intangible assets, net

   $ 11,455  
  

 

 

 

 

  (e)

The following table reflects the purchase accounting adjustment for JDE Peet’s historical Long-term obligations assumed based on the acquisition method of accounting. The preliminary fair value was determined using discounted cash flow methodology and trade prices where applicable:

 

Description (In millions)

   Amount  

Preliminary fair value adjustment on assumed obligations

   $ 5,923  

Elimination of JDE Peet’s historical obligations

     (6,157
  

 

 

 

Pro forma net adjustment to long-term obligations

   $ (234
  

 

 

 

 

16


  (f)

Reflects a deferred income tax liability (see Note 3) resulting from the preliminary pro forma fair value adjustment to Intangible assets and Inventories based on the estimated blended statutory tax rate of approximately 25%. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to the completion of the JDE Peet’s Acquisition. This estimate of the deferred income tax liability (see Note 3) is preliminary and is subject to change based upon KDP Coffee Co’s final determination of the fair values of identifiable intangible assets acquired by jurisdiction.

 

  (g)

Represents the elimination of JDE Peet’s historical equity balances in conjunction with the JDE Peet’s Acquisition.

 

  (h)

Represents the recognition of estimated transaction costs for JDE Peet’s that KDP will pay upon closing and will be treated as an assumed liability for the unaudited pro forma condensed combined financial information. Transaction costs consist of consulting costs and success fees.

Equity and Debt Financing Adjustments:

 

  (j)

Represents the adjustment to Cash and cash equivalents for the Equity and Debt Financing Transactions as follows:

 

Description (In millions)

   Amount  

Cash settlement of deemed distribution of paid-up capital

     (11
  

 

 

 

Pro forma adjustment to Cash and cash equivalents

   $ (11
  

 

 

 

 

  (k)

The adjustment reflects the short-term and long-term obligations related to the Debt Financing Transactions and is comprised of the following:

 

Description (In millions)

   Amount  

Financing transactions:

  

Gross proceeds from the USD Notes

   $ 3,000  

Gross proceeds from the Euro Notes

     3,000  

Gross proceeds from the Delayed Draw Term Loan

     3,895  

Less: capitalized debt issuance costs for the USD Notes and Euro Notes

     (36
  

 

 

 

Pro forma net adjustment to short-term and long-term obligations

   $ 9,859  
  

 

 

 

The pro forma adjustment reflects KDP management’s best estimate of the Debt Financing Transactions based on information currently available. Although the mix of debt will not have a pervasive impact on the overall transaction or estimated preliminary consideration transferred, the assumptions around this election will have an impact on Cash and cash equivalents, Long-term obligations, and Interest expense. See Note 5(f) for sensitivity related to interest expense.

 

  (l)

Reflects the tax effect of the portion of U.S. interest expense, related to the USD Notes, Euro Notes, and Delayed Draw Term Loan Agreement, limited in the current period under Section 163(j) of the Code and is expected to be deductible in future periods. The adjustment is presented as a reduction to the U.S. net deferred tax liability using an estimated blended statutory tax rate of 25%.

 

  (m)

The JV Investor Partner’s interest in the Pod Manufacturing JV is reflected by KDP as a sale of a minority interest in a subsidiary of which Global Coffee Co. retains control. Accordingly, a non-controlling interest was reflected on the balance sheet within equity with an accompanying cash inflow of $4.0 billion reflected as a source of proceeds.

 

17


  (n)

Reflects the distribution of the net proceeds from the Notes and Euro Notes from the Issuer to KDP to fund a portion of the JDE Peet’s Acquisition.

 

  (o)

Recognition of withholding taxes paid on accumulated Canadian earnings and valuation allowance established on specific deferred tax assets (DTAs), related to the Luxembourg net operating loss (NOL) as a result of implementing the JV Investment structure.

Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Income

Acquisition Accounting Adjustments:

 

  (a)

Elimination of Net sales and Cost of sales between KDP and JDE Peet’s as part of the JDE Peet’s Acquisition. The transactions are assumed to be at-market.

 

  (b)

Reflects the adjustments to Cost of sales related to (i) preliminary fair value step-up adjustment to inventory, which is reflected in Cost of sales during the year as the related inventory is expected to be sold within twelve months following the closing of the JDE Peet’s Acquisition, (ii) the removal of JDE Peet’s historical amortization expense recorded within Cost of sales during the period, and (iii) elimination of Cost of sales between KDP and JDE Peet’s that are eliminated as part of the JDE Peet’s Acquisition (the transactions are assumed to be at-market).

 

Description (In millions)

   For the Year
Ended December

31, 2025
 

Preliminary fair value adjustment of Inventory

   $ 450  

Removal of historical amortization expense related to Intangible assets, net

     (12

Elimination of transactions between KDP and JDE Peet’s

     (81
  

 

 

 

Net pro forma transaction accounting adjustment to Cost of sales

   $ 357  
  

 

 

 

 

  (c)

Reflects the adjustments to Selling, general, and administrative expenses (“SG&A”), including the removal of JDE Peet’s portion of historical amortization expense recorded in SG&A, recognition of amortization expense related to definite-lived brands, customer and distributor relationships, and developed technology which were allocated to cost of sales during the year. KDP is still in the process of evaluating the fair value of the definite-lived intangible assets. Any resulting change in the fair value would have a direct impact on amortization expense. The amortization of definite-lived intangible assets is calculated on a straight-line basis. The amortization is based on the periods over which the economic benefits of the intangible assets are expected to be realized, which are subject to adjustment as additional information becomes available.

 

Description (In millions)

   For the Year Ended
December 31, 2025
 

Amortization expense for acquired Definite-lived brands

   $ 170  

Amortization expense for acquired Customer and distributor relationships

     114  

Amortization expense for Developed technology

     32  

Removal of historical amortization expense

     (116

Estimated transaction costs (i)

     —   
  

 

 

 

Net pro forma transaction accounting adjustment to SG&A

   $ 200  
  

 

 

 

 

18


  (i)

The pro forma financial information for Global Coffee Co. does not include the recognition of estimated transaction costs as those are the responsibility of KDP.

 

  (d)

Reflects the adjustment to Interest expense, net related to the preliminary fair value adjustment to JDE Peet’s historical debt.

 

  (e)

Reflects the adjustment to Other income, net to remove the income (loss) allocation from KDP Coffee Co’s equity method investment in Dyla. Following KDP’s acquisition of the remaining 100% interest in Dyla in June 2025, Dyla became part of Beverage Co.’s business on a go-forward basis. However, in the KDP Coffee Co financial statements, Dyla was included consistent with the legal entity approach to reflect the historical legal entity structure.

 

  (f)

To record the income tax impact of the pro forma transaction accounting adjustments, utilizing the blended statutory income tax rate of approximately 25% for the year ended December 31, 2025. Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the JDE Peet’s Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities.

Equity and Debt Financing Adjustments:

 

  (g)

Reflects the Interest expense and amortization of issuance costs related to the Debt Financing Transactions in connection with the JDE Peet’s Acquisition:

 

Description (In millions)    For the
Year Ended

December 31, 2025
 

Delayed Draw Term Loan interest expense

   $ 129  

USD Notes and Euro Notes interest expense 2029 USD Notes

     33  

2031 USD Notes

     35  

2036 USD Notes

     40  

2056 USD Notes

     47  
  

 

 

 

Total USD Notes interest expense

     155  

2028 Euro Notes

     20  

2030 Euro Notes

     23  

2032 Euro Notes

     29  

2035 Euro Notes

     34  
  

 

 

 

Total Euro Notes interest expense

     106  

Amortization of debt issuance costs for the USD Notes and Euro Notes

     6  
  

 

 

 

Pro forma net debt financing adjustment to Interest expense, net

   $ 396  
  

 

 

 

The pro forma net adjustment for Interest expense, net represents KDP’s best estimate of the interest rates and terms it believes it can obtain in the Debt Financing Transactions based on KDP’s evaluation of current market conditions. The weighted average blended rate used for the pro forma net interest adjustment is 3.98%. A sensitivity analysis on interest expense for the year ended December 31, 2025, has been performed to assess the effect of a 0.125% change of the hypothetical interest on the Notes and the Euro Notes.

A hypothetical increase or decrease to the annual interest rate related to the Delayed Draw Term Loan Agreement, the USD Notes and the Euro Notes would change annual interest expense by approximately $12.0 million for the year ended December 31, 2025.

 

  (h)

To record the income tax impact of the GCC Transaction Accounting Adjustments utilizing the blended statutory income tax rate of approximately 25% for the year ended December 31, 2025.

 

19


Because the tax rates used for the unaudited pro forma condensed combined financial information are estimated, the blended rate will likely vary from the actual effective rate in periods subsequent to completion of the JDE Peet’s Acquisition. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. Following the completion of the Transactions, Global Coffee Co. will continue to evaluate the impacts to its federal, state, and foreign tax profiles and assertions.

 

  (i)

Represents the estimated tax impact of income allocation to the non-controlling interest holder for the Pod Manufacturing JV, since allocation from a taxable entity to the Pod Manufacturing JV which is not subject to federal income tax.

 

  (j)

Certain nonrecurring tax expenses related to implementing the JV Investment structure, including withholding taxes and the recognition of a valuation allowance on specific deferred tax assets (DTAs).

 

  (k)

The JV Investor Partner will be entitled to 49% of the Pod Manufacturing JV’s distributions until it achieves a target internal rate of return equal to 6.375% in each of the first five years, which is assumed to be met based on the income of the Pod Manufacturing JV for the periods presented; the JV Investor Partner will receive 49% of distributions in years thereafter which are classified as non-controlling interest on the unaudited pro forma condensed combined statement of income. Note 6 – Earnings Per Share (EPS)

As Global Coffee Co. has not yet finalized its capital structure, EPS has not been presented within this unaudited pro forma condensed combined financial information.

Note 7 – Management’s Adjustments

KDP has elected to present Management’s Adjustments to the unaudited pro forma condensed combined financial information and included all adjustments necessary for a fair statement of such information.

While operating as a business unit within KDP’s centralized model, Global Coffee Co. benefited from economies of scale. In establishing independent support functions, expenses are expected to exceed prior shared-service allocations. Global Coffee Co. is expected to (i) incur one-time and non-recurring costs, (ii) incur incremental recurring and ongoing costs to operate independently, and (iii) realize operational and financial benefits from anticipated synergies associated with its integration with JDE Peet’s, as described below. These estimates are net of the transaction costs presented in Notes 4 and 5.

 

   

One-time and non-recurring expenses: One-time and non-recurring expenses associated with the integration of JDE Peet’s, including system integration, severance, retention, professional services, and other matters. Total one-time and non-recurring expenses expected to be incurred are approximately $325 to $400 million. Assuming the Transactions (other than the Preferred Investment) occurred on January 1, 2025, of the total expenses, Global Coffee Co. would have recognized approximately $175 to $225 million for the year ended December 31, 2025.

 

   

Incremental recurring expenses and Synergies: Incremental recurring and ongoing costs (“Dis-Synergies”) are anticipated to operate new functions required for a stand-alone public company such as external reporting, internal audit, treasury, investor relations, board of directors and officers, stock administration, and expanding the services of existing functions such as information technology, sales, finance, supply chain, human resources, legal, tax, facilities, branding, security and insurance. KDP management expects to fully mitigate these costs and generate incremental operating and financial benefits (“Synergies”), consisting of cost synergies primarily associated with procurement, manufacturing and logistics, and SG&A and IT. These net Synergies are expected to ramp over three years, with in-year realization of roughly $60 to $80 million for the year ended December 31, 2025 and reaching an annualized run-rate of roughly $400 million by the end of the third year following the consummation of the JDE Peet’s Acquisition.

 

20


KDP management has estimated the one-time costs based on a functional assessment of activities required to execute the integration, including information technology, finance, tax, human resources, and other general and administrative areas. For each function, KDP management identified the scope of work and expected magnitude of effort required to establish integrated capabilities. The assessment incorporated historical experience from prior transactions, internal planning assumptions, and benchmarks from comparable large-scale public company integrations. KDP management believes these estimates are reasonable based on currently available information and the planned execution approach.

KDP management estimated these Dis-Synergies by using historical costs for the year ending December 31, 2025 as a baseline and conducting an incremental assessment for each corporate functional area (sales, marketing, financial reporting, tax, legal, risk management, human resources, information technology and other general and administrative functions) and an employee-level census to identify incremental resources and associated costs, including systems and third-party contracts as noted above, required for New Beverage Co. and Global Coffee Co. to operate as stand-alone public companies. This assessment was performed consistently across all impacted departments and consisted of identifying the support needs for the businesses on an ongoing basis. The assessment involved the analysis of employee compensation, benefits and other non-salary related costs. As a result of this assessment, KDP management identified both incremental needs to those which are included in the historical financial statements.

KDP management estimated these synergies by performing a bottom-up review of all identified cost initiatives across functional areas (e.g., procurement, manufacturing, logistics, marketing, SG&A) and informed by existing stand-alone cost programs and prior diligence on the value creation opportunity associated with JDE Peet’s and our prior transaction with Keurig Green. Estimates were reviewed with executive leaders to remove duplicates and validate assumptions. These initiatives are now being validated with functional leaders in context of integration planning. Assumptions were benchmarked against internal run-rates and external comparables from transactions of similar scale and complexity. The resulting view reflects a reconciled, risk-adjusted estimate of sustainable cost synergies to be delivered in the first three years following the consummation of the JDE Peet’s Acquisition.

The Synergies, Dis-Synergies, and one-time and non-recurring expenses are preliminary, subject to change and have been estimated based on assumptions that KDP management believes are reasonable. However, actual additional costs that will be incurred and cost savings could be different from the estimates and would depend on several factors, including the economic environment, KDP management’s ultimate integration strategy, results of contractual negotiations with third-party vendors, ability to execute on proposed separation and integration plans, and strategic decisions made in areas such as human resources, insurance and information technology. In addition, adverse effects and limitations including those discussed in the section entitled “Risk Factors” to this offering memorandum may impact actual costs incurred. If Global Coffee Co. decides to increase or reduce resources or invest more heavily in certain areas in the future, that will be part of its future decisions and have not been included in the Management Adjustments below.

The tax effect on the above adjustments has been calculated based on the blended federal and statutory rates of approximately 25% for the year ended December 31, 2025. Because the tax rates used for this unaudited pro forma condensed combined financial information are an estimate, the blended rate will likely vary from the actual effective tax rate in periods subsequent to the completion of the JDE Peet’s Acquisition.

 

GLOBAL COFFEE CO.

Unaudited Pro Forma Condensed Combined Statements of Income

 
Description (In millions)    For the Year
Ended December 31, 2025
 

Unaudited pro forma net income (i)

      $ 628  

Management Adjustments

     Low        High  
  

 

 

    

 

 

 

One-time and non-recurring expenses

     (175      (225

Synergies, net of incremental recurring expenses

     60        80  

Tax effect benefit

     29        36  

Unaudited pro forma net income after Management Adjustments

   $ 542        519  

 

(i)

As shown in the unaudited pro forma condensed combined Statements of Income.

 

21

FAQ

What financing changes did Keurig Dr Pepper (KDP) make in this 8-K?

Keurig Dr Pepper amended its term loan so Maple Parent Holdings Corp. became a co-borrower, jointly liable with KDP. It extended the maturity of €2.6 billion to 15 months from initial funding while keeping €7.75 billion maturing 364 days after funding.

How will Keurig Dr Pepper fund the JDE Peet’s acquisition?

The company plans to use borrowings under its amended term loan, along with other financing sources and a private offering of senior unsecured notes in U.S. dollars and euros, to fund the JDE Peet’s acquisition and pay related fees and transaction expenses.

What is Maple Parent Holdings Corp.’s role in Keurig Dr Pepper’s debt?

Maple Parent Holdings Corp., a wholly owned subsidiary, became a co-borrower under the amended term loan and will be jointly and severally liable with KDP. It also agreed to guarantee KDP’s senior notes, with those guarantees and KDP’s term-loan obligations ending after the planned separation.

What are KDP Coffee Co’s key 2025 financial results?

For 2025, KDP Coffee Co reported net sales of $4.7 billion and net income of $700 million. Gross profit reached $1.866 billion, supported by strong branded coffee pod, appliance, and other coffee product sales across U.S. and international markets.

What is Global Coffee Co. in Keurig Dr Pepper’s restructuring?

Global Coffee Co. is a planned publicly traded company expected to hold KDP Coffee Co plus the business of JDE Peet’s and its subsidiaries. It will be formed following completion of the JDE Peet’s acquisition and the separation of KDP’s coffee business from its beverage operations.

What pro forma financial information did Keurig Dr Pepper provide?

KDP furnished unaudited pro forma condensed combined financial information for the company and for Global Coffee Co. as of and for the year ended December 31 2025. These statements illustrate how results might look after the JDE Peet’s acquisition and related transactions, subject to stated assumptions.

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