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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019

OR

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

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 001-33829

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Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its charter)
Delaware98-0517725
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)
53 South Avenue
Burlington,Massachusetts
01803
(Address of principal executive offices)
(802)244-5621
(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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

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

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

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

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

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

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

Title of each classTrading SymbolName of each exchange on which registered
Common stockKDPNew York Stock Exchange

As of June 30, 2019, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common equity held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all executive officers and directors as of that date are "affiliates" of the registrant) was approximately $40.7 billion (based on the closing sales price of the registrant's common stock on that date as reported on the New York Stock Exchange).

As of February 26, 2020, there were 1,406,986,313 shares of the registrant's common stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant's Annual Meeting of Stockholders or on an amendment on Form 10–K/A are incorporated by reference in Part III.

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2019

Page
PART I
Item 1Business1
Item 1ARisk Factors9
Item 1BUnresolved Staff Comments21
Item 2Properties21
Item 3Legal Proceedings21
Item 4Mine Safety Disclosures21
PART II
Item 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities22
Item 6Selected Financial Data24
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations25
Item 7AQuantitative and Qualitative Disclosures About Market Risk48
Item 8Financial Statements and Supplementary Data49
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosures113
Item 9AControls and Procedures113
Item 9BOther Information113
PART III
Item 10Directors, Executive Officers and Corporate Governance113
Item 11Executive Compensation113
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters113
Item 13Certain Relationships and Related Transactions and Director Independence113
Item 14Principal Accountant Fees and Services113
PART IV
Item 15Exhibits and Financial Statement Schedules115

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2019

MASTER GLOSSARY

TermDefinition
2009 Incentive PlanKeurig Dr Pepper Inc. Omnibus Incentive Plan of 2009 (formerly known as the Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2009)
2019 Incentive PlanKeurig Dr Pepper Inc. Omnibus Incentive Plan of 2019
2018 KDP Term LoanThe term loan agreement executed in conjunction with the DPS Merger on February 23, 2018.
2019 KDP Term LoanThe Company refinanced the 2018 KDP Term Loan on February 8, 2019 and entered into the 2019 KDP Term Loan Agreement.
2019 KDP Term Loan AgreementThe agreement executed on February 8, 2019 between KDP and the Term Loan Lenders in order to refinance the 2018 KDP Term Loan with the 2019 KDP Term Loan.
364-Day Credit AgreementThe Company's $750 million credit agreement, which was entered into on May 29, 2019
A ShocAdrenaline Shoc
ABCThe American Bottling Company
ABIAnheuser-Busch InBev SA/NV
AOCIAccumulated other comprehensive income or loss
ASC 840Accounting Standards Codification Topic 840, Leases (Old Leasing Standard)
ASC 842Accounting Standards Codification Topic 842, Leases (New Leasing Standard)
ASUAccounting Standards Update
BedfordBedford Systems, LLC
Big RedBig Red Group Holdings, LLC
Big Red AcquisitionThe acquisition of Big Red by KDP
Big Red Acquisition AgreementThe agreement and plan of merger between KDP and Big Red, whereby KDP agreed to acquire Big Red
BoardBoard of Directors of KDP
BodyArmorBA Sports Nutrition, LLC
bpsbasis points
CadburyCadbury Schweppes plc
Central StatesThe Central States, Southeast and Southwest Areas Pension Fund
Coca-ColaThe Coca-Cola Company
CoreCore Nutrition LLC
Core AcquisitionThe acquisition of Core by KDP
Core Acquisition AgreementThe definitive agreement between KDP and Core, whereby KDP agreed to acquire Core
CostcoCostco Wholesale Corporation
CSDCarbonated soft drink
DIODays inventory outstanding
DPODays of payables outstanding
DPSDr Pepper Snapple Group, Inc.
DPS MergerThe acquisition of DPS by Maple, whereby Merger Sub merged with and into Maple, with Maple surviving the merger as a wholly-owned subsidiary of DPS as of the Merger Date.
DPS Merger AgreementThe Agreement and Plan of Merger by and among DPS, Maple and Merger Sub to effect the DPS Merger
DPS Merger DateJuly 9, 2018
DSDDirect Store Delivery
DSODays sales outstanding
E&PEarnings and profits determined under U.S. income tax principles
EOPKeurig Green Mountain, Inc. Executive Ownership Plan
EPSEarnings per share
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board

i

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2019

Fiscal 2017Fiscal year ended September 30, 2017
FXForeign exchange
IRiInformation Resources, Inc.
IRCThe Internal Revenue Code of 1986, as amended
IRSInternal Revenue Service
JABJAB Holding Company S.a.r.l.
JPMorganJPMorgan Chase Bank, N.A.
KDPKeurig Dr Pepper Inc.
KDP Credit AgreementsCollectively, the KDP Revolver, the 364-Day Credit Agreement, and term loans
KDP RevolverThe Company's $2,400 million revolving credit facility, which was entered into on February 28, 2018
KeurigKeurig Green Mountain, Inc.
Keurig AcquisitionThe acquisition of Keurig and its subsidiaries in March 2016 by Maple
Kraft HeinzThe Kraft Heinz Company
Legacy Stock AwardsCollectively, the DPS stock option awards, RSUs and PSUs which were unvested prior to the DPS Merger
LIBORLondon Interbank Offered Rate
LRBLiquid Refreshment Beverage
LTIPKeurig Green Mountain, Inc. Long Term Incentive Plan
MapleMaple Parent Holdings Corp.
Merger SubSalt Merger Sub, Inc.
MondelēzMondelēz International, Inc.
NCBNon-carbonated beverage
NCINon-controlling interests
NestléNestlé S.A.
NGONon-governmental organization
NotesCollectively, the Company's senior unsecured notes
NPDThe NPD Group's Total Market Dataset
NYSENew York Stock Exchange
PCI StandardPayment Card Industry Data Security Standard
PepsiCoPepsiCo, Inc.
PeriodsCollectively, the years ended December 31, 2019 and 2018, Transition 2017, and Fiscal 2017 as applicable
PETPolyethylene terephthalate
Previous Credit AgreementThe Term Loan A and revolving credit facility credit agreement executed with Maple Parent Corporation and JPMorgan, as administrative agent and as collateral agent, and the lenders party thereto on March 3, 2016.
PRMBPost-retirement medical benefit
Proposition 65The State of California's Safe Drinking Water and Toxic Enforcement Act of 1986
Proxy StatementThe proxy statement for the Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A under the Exchange Act
PSUPreferred share unit
RSURestricted stock unit
RTDReady to drink
S&PStandard & Poors
SECSecurities and Exchange Commission
SG&ASelling, general and administrative
TCJALegislation commonly known as the Tax Cuts and Jobs Act of 2017
Term Loan LendersThe lenders party to the 2019 KDP Term Loan, with JP Morgan as the administrative agent of the 2019 KDP Term Loan Agreement.
Transition 2017Three months ended December 31, 2017

ii

KEURIG DR PEPPER INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2019

U.S.United States
U.S. GAAPAccounting principles generally accepted in the U.S.
VIEVariable interest entity
WalmartWalmart Inc.
WDWarehouse Direct
WIPWork-in-process

References throughout this Annual Report on Form 10-K to "we", "our", "KDP" or "the Company" refer to Keurig Dr Pepper Inc. and all wholly-owned subsidiaries included in our audited Consolidated Financial Statements*.*

The following discussion should be read in conjunction with our audited Consolidated Financial Statements and the related Notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that are based on management's current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of various factors, including the factors described under "Risk Factors" within Item 1A and elsewhere in this Annual Report on Form 10-K, including documents incorporated by reference.

iii

Part I

Next: Item 1. BUSINESS