Cover and table of contents
18K characters. Original on sec.gov · Markdown
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, 2023
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)
(781) 418-7000
(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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
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 | The Nasdaq Stock Market LLC |
As of June 30, 2023, the aggregate market value of the registrant's common equity held by non-affiliates of the registrant was approximately $31.3 billion (based on the closing sales price of the registrant's common stock on that date). As of February 20, 2024, there were 1,387,591,010 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 are incorporated by reference in Part III.
KEURIG DR PEPPER INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023
KEURIG DR PEPPER INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023
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 | |||||||
| 2021 364-Day Credit Agreement | The Company's $1,500 million credit agreement, which was entered into on March 26, 2021 and contains a term-out option | |||||||
| 2022 Revolving Credit Agreement | KDP’s $4 billion revolving credit agreement, which was executed in February 2022 and replaced the 2021 364-Day Credit Agreement and the KDP Revolver | |||||||
| 2022 Strategic Refinancing | A series of transactions in April 2022, whereby KDP issued the 2029 Notes, the 2032 Notes, and the 2052 Notes, and voluntarily prepaid and retired the remaining 2023 Merger Notes and tendered portions of the 2025 Merger Notes, the 2028 Merger Notes, the 2038 Merger Notes, and the 2048 Merger Notes | |||||||
| ABC | The American Bottling Company, a wholly-owned subsidiary of KDP | |||||||
| ABI | Anheuser-Busch InBev SA/NV | |||||||
| Accelerator | Accelerator Active Energy LLC, an equity method investment of KDP and a brand of energy drinks (formerly known as A Shoc) | |||||||
| AOCI | Accumulated other comprehensive income or loss | |||||||
| ASU | Accounting Standards Update | |||||||
| Athletic Brewing | Athletic Brewing Holding Company, LLC, an equity method investment of KDP | |||||||
| Bedford | Bedford Systems, LLC, an equity method investment of KDP and the maker of Drinkworks | |||||||
| Board | The Board of Directors of KDP | |||||||
| BodyArmor | BA Sports Nutrition, LLC | |||||||
| bps | basis points | |||||||
| Central States | The Central States, Southeast and Southwest Areas Pension Fund | |||||||
| CEO | Chief Executive Officer | |||||||
| Chobani | FHU US Holdings LLC, an equity method investment of KDP | |||||||
| CISO | Chief Information Security Officer | |||||||
| Coca-Cola | The Coca-Cola Company | |||||||
| CODM | Chief Operating Decision Maker | |||||||
| CSD | Carbonated soft drink | |||||||
| DIO | Days inventory outstanding | |||||||
| DPO | Days of payables outstanding | |||||||
| DPS | Dr Pepper Snapple Group, Inc. | |||||||
| DPS Merger | The combination of the business operations of Keurig and DPS as of July 9, 2018 | |||||||
| DSD | Direct Store Delivery, KDP’s route-to-market whereby finished beverages are delivered directly to retailers | |||||||
| DSO | Days sales outstanding | |||||||
| EPS | Earnings per share | |||||||
| ESG | Environmental, social, and governance | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| FASB | Financial Accounting Standards Board | |||||||
| FX | Foreign exchange | |||||||
| IT | Information technology | |||||||
| IRA | Inflation Reduction Act of 2022 | |||||||
| IRS | Internal Revenue Service | |||||||
| JAB | JAB Holding Company S.a.r.l., and affiliates | |||||||
| JPMorgan | JPMorgan Chase Bank, N.A. | |||||||
| KDP Revolver | The Company's $2,400 million revolving credit facility, which was entered into on February 28, 2018 |
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KEURIG DR PEPPER INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023
| Term | Definition | |||||||
| Keurig | Keurig Green Mountain, Inc., a wholly-owned subsidiary of KDP, and the brand of our brewers | |||||||
| La Colombe | La Colombe Holdings, Inc. | |||||||
| LRB | Liquid refreshment beverages | |||||||
| Nasdaq | The Nasdaq Stock Market LLC | |||||||
| Notes | Collectively, the Company's senior unsecured notes | |||||||
| Nutrabolt | Woodbolt Holdings LLC, d/b/a Nutrabolt, an equity method investment of KDP | |||||||
| PCI Standard | Payment Card Industry Data Security Standard | |||||||
| PepsiCo | PepsiCo, Inc. | |||||||
| Peet's | Peet's Coffee & Tea, Inc. | |||||||
| PET | Polyethylene terephthalate, which is used to make the Company's plastic bottles | |||||||
| PFAS | Per- and polyfluoroalkyl substances | |||||||
| PRMB | Post-retirement medical benefit | |||||||
| Proxy Statement | The definitive proxy statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2023, pursuant to Regulation 14A under the Exchange Act | |||||||
| PSU | Performance stock unit | |||||||
| Revive | Revive Brands, a wholly-owned subsidiary of KDP | |||||||
| rPET | Post-consumer recycled PET | |||||||
| RSU | Restricted stock unit | |||||||
| RTD | Ready to drink | |||||||
| RVG | Residual value guarantee | |||||||
| S&P | Standard & Poor’s | |||||||
| SEC | Securities and Exchange Commission | |||||||
| SG&A | Selling, general and administrative | |||||||
| SOFR | Secured Overnight Financing Rate | |||||||
| Tractor | Tractor Beverages, Inc., an equity method investment of KDP | |||||||
| U.S. GAAP | Accounting principles generally accepted in the U.S. | |||||||
| Veyron SPEs | Special purpose entities with a single sponsor, Veyron Global | |||||||
| VIE | Variable interest entity | |||||||
| Vita Coco | The Vita Coco Company, Inc. | |||||||
| Walmart | Walmart Inc. | |||||||
| WD | Warehouse Direct, KDP’s route-to-market whereby finished beverages are shipped to retailer warehouses, and then delivered by the retailer through its own delivery system to its stores | |||||||
| 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, and subsequent filings with the SEC.
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PART I