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,

 

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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.

 

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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.

 

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

 

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

 

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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

 

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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:

 

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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;

 

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

 

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

 

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

 

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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

 

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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

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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

 

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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

 

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		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	)

 

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		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

 

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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

 

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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

 

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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.

 

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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