Cover and table of contents
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Cover and table of contents
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

| Keurig Dr Pepper Inc. | ||||
| (Exact name of registrant as specified in its charter) |
| Delaware | 98-0517725 | ||
| (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 class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock | KDP | New 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
KEURIG DR PEPPER INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2019
MASTER GLOSSARY
| Term | Definition | |
| 2009 Incentive Plan | Keurig 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 Plan | Keurig Dr Pepper Inc. Omnibus Incentive Plan of 2019 | |
| 2018 KDP Term Loan | The term loan agreement executed in conjunction with the DPS Merger on February 23, 2018. | |
| 2019 KDP Term Loan | The Company refinanced the 2018 KDP Term Loan on February 8, 2019 and entered into the 2019 KDP Term Loan Agreement. | |
| 2019 KDP Term Loan Agreement | The 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 Agreement | The Company's $750 million credit agreement, which was entered into on May 29, 2019 | |
| A Shoc | Adrenaline Shoc | |
| ABC | The American Bottling Company | |
| ABI | Anheuser-Busch InBev SA/NV | |
| AOCI | Accumulated other comprehensive income or loss | |
| ASC 840 | Accounting Standards Codification Topic 840, Leases (Old Leasing Standard) | |
| ASC 842 | Accounting Standards Codification Topic 842, Leases (New Leasing Standard) | |
| ASU | Accounting Standards Update | |
| Bedford | Bedford Systems, LLC | |
| Big Red | Big Red Group Holdings, LLC | |
| Big Red Acquisition | The acquisition of Big Red by KDP | |
| Big Red Acquisition Agreement | The agreement and plan of merger between KDP and Big Red, whereby KDP agreed to acquire Big Red | |
| Board | Board of Directors of KDP | |
| BodyArmor | BA Sports Nutrition, LLC | |
| bps | basis points | |
| Cadbury | Cadbury Schweppes plc | |
| Central States | The Central States, Southeast and Southwest Areas Pension Fund | |
| Coca-Cola | The Coca-Cola Company | |
| Core | Core Nutrition LLC | |
| Core Acquisition | The acquisition of Core by KDP | |
| Core Acquisition Agreement | The definitive agreement between KDP and Core, whereby KDP agreed to acquire Core | |
| Costco | Costco Wholesale Corporation | |
| CSD | Carbonated soft drink | |
| DIO | Days inventory outstanding | |
| DPO | Days of payables outstanding | |
| DPS | Dr Pepper Snapple Group, Inc. | |
| DPS Merger | The 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 Agreement | The Agreement and Plan of Merger by and among DPS, Maple and Merger Sub to effect the DPS Merger | |
| DPS Merger Date | July 9, 2018 | |
| DSD | Direct Store Delivery | |
| DSO | Days sales outstanding | |
| E&P | Earnings and profits determined under U.S. income tax principles | |
| EOP | Keurig Green Mountain, Inc. Executive Ownership Plan | |
| EPS | Earnings per share | |
| Exchange Act | Securities Exchange Act of 1934, as amended | |
| FASB | Financial Accounting Standards Board |
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KEURIG DR PEPPER INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2019
| Fiscal 2017 | Fiscal year ended September 30, 2017 | |
| FX | Foreign exchange | |
| IRi | Information Resources, Inc. | |
| IRC | The Internal Revenue Code of 1986, as amended | |
| IRS | Internal Revenue Service | |
| JAB | JAB Holding Company S.a.r.l. | |
| JPMorgan | JPMorgan Chase Bank, N.A. | |
| KDP | Keurig Dr Pepper Inc. | |
| KDP Credit Agreements | Collectively, the KDP Revolver, the 364-Day Credit Agreement, and term loans | |
| KDP Revolver | The Company's $2,400 million revolving credit facility, which was entered into on February 28, 2018 | |
| Keurig | Keurig Green Mountain, Inc. | |
| Keurig Acquisition | The acquisition of Keurig and its subsidiaries in March 2016 by Maple | |
| Kraft Heinz | The Kraft Heinz Company | |
| Legacy Stock Awards | Collectively, the DPS stock option awards, RSUs and PSUs which were unvested prior to the DPS Merger | |
| LIBOR | London Interbank Offered Rate | |
| LRB | Liquid Refreshment Beverage | |
| LTIP | Keurig Green Mountain, Inc. Long Term Incentive Plan | |
| Maple | Maple Parent Holdings Corp. | |
| Merger Sub | Salt Merger Sub, Inc. | |
| Mondelēz | Mondelēz International, Inc. | |
| NCB | Non-carbonated beverage | |
| NCI | Non-controlling interests | |
| Nestlé | Nestlé S.A. | |
| NGO | Non-governmental organization | |
| Notes | Collectively, the Company's senior unsecured notes | |
| NPD | The NPD Group's Total Market Dataset | |
| NYSE | New York Stock Exchange | |
| PCI Standard | Payment Card Industry Data Security Standard | |
| PepsiCo | PepsiCo, Inc. | |
| Periods | Collectively, the years ended December 31, 2019 and 2018, Transition 2017, and Fiscal 2017 as applicable | |
| PET | Polyethylene terephthalate | |
| Previous Credit Agreement | The 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. | |
| PRMB | Post-retirement medical benefit | |
| Proposition 65 | The State of California's Safe Drinking Water and Toxic Enforcement Act of 1986 | |
| Proxy Statement | The proxy statement for the Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A under the Exchange Act | |
| PSU | Preferred share unit | |
| RSU | Restricted stock unit | |
| RTD | Ready to drink | |
| S&P | Standard & Poors | |
| SEC | Securities and Exchange Commission | |
| SG&A | Selling, general and administrative | |
| TCJA | Legislation commonly known as the Tax Cuts and Jobs Act of 2017 | |
| Term Loan Lenders | The lenders party to the 2019 KDP Term Loan, with JP Morgan as the administrative agent of the 2019 KDP Term Loan Agreement. | |
| Transition 2017 | Three months ended December 31, 2017 |
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KEURIG DR PEPPER INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2019
| U.S. | United States | |
| U.S. GAAP | Accounting principles generally accepted in the U.S. | |
| VIE | Variable interest entity | |
| Walmart | Walmart Inc. | |
| WD | Warehouse Direct | |
| WIP | Work-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.
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Part I