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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED March 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

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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)

(781) 418-7000

(Registrant's telephone number, including area code)

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

Title of each classTrading SymbolName of each exchange on which registered
Common stockKDPThe Nasdaq Stock Market LLC

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 ☒

As of April 25, 2023, there were 1,403,776,408 shares of the registrant's common stock, par value $0.01 per share, outstanding.

KEURIG DR PEPPER INC.

FORM 10-Q

TABLE OF CONTENTS

Page
Part I.Financial Information
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Statements of Income1
Condensed Consolidated Statements of Comprehensive Income2
Condensed Consolidated Balance Sheets3
Condensed Consolidated Statements of Cash Flows4
Condensed Consolidated Statements of Changes in Stockholders' Equity6
Notes to Condensed Consolidated Financial Statements7
1General7
2Long-Term Obligations and Borrowing Arrangements8
3Goodwill and Other Intangible Assets10
4Derivatives11
5Leases15
6Segments16
7Revenue Recognition18
8Earnings Per Share18
9Stock-Based Compensation19
10Investments19
11Income Taxes19
12Accumulated Other Comprehensive Income20
13Other Financial Information21
14Commitments and Contingencies23
15Transactions with Variable Interest Entities24
16Restructuring Liabilities25
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations26
Item 3.Quantitative and Qualitative Disclosures About Market Risk41
Item 4.Controls and Procedures41
Part II.Other Information
Item 1.Legal Proceedings42
Item 1A.Risk Factors42
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds42
Item 6.Exhibits43

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KEURIG DR PEPPER INC.

MASTER GLOSSARY

TermDefinition
2021 364-Day Credit AgreementThe Company's $1,500 million credit agreement, which was entered into on March 26, 2021 and was terminated on February 23, 2022
2022 Revolving Credit AgreementKDP’s $4 billion revolving credit agreement, which was executed in February 2022 and replaced the 2021 364-Day Credit Agreement and the KDP Revolver
Annual ReportAnnual Report on Form 10-K for the year ended December 31, 2022
AOCIAccumulated other comprehensive income or loss
Athletic BrewingAthletic Brewing Holding Company, LLC, an equity method investment of KDP
BedfordBedford Systems, LLC, an equity method investment of KDP and the maker of Drinkworks
BoardThe Board of Directors of KDP
BodyArmorBA Sports Nutrition, LLC, a former equity method investment of KDP
bpsbasis points
CSDCarbonated soft drink
DIODays inventory outstanding
DPODays of payables outstanding
DPSDr Pepper Snapple Group, Inc.
DPS MergerThe combination of the business operations of Keurig and DPS that was consummated on July 9, 2018 through a reverse merger transaction, whereby a wholly-owned special purpose merger subsidiary of DPS merged with and into the direct parent of Keurig
DSDDirect Store Delivery, KDP’s route-to-market whereby finished beverages are delivered directly to retailers
DSODays sales outstanding
EPSEarnings per share
Exchange ActSecurities Exchange Act of 1934, as amended
FXForeign exchange
IRiInformation Resources, Inc.
KDPKeurig Dr Pepper Inc.
KDP RevolverThe Company's $2,400 million revolving credit facility, which was entered into on February 28, 2018 and terminated on February 23, 2022.
KeurigKeurig Green Mountain, Inc., a wholly-owned subsidiary of KDP, and the brand of our brewers
LIBORLondon Interbank Offered Rate
LRBLiquid refreshment beverages
NCBNon-carbonated beverage
NotesCollectively, the Company's senior unsecured notes
NutraboltWoodbolt Holdings LLC, d/b/a Nutrabolt, an equity method investment of KDP
RSURestricted share unit
RVGResidual value guarantee
TractorTractor Beverages, Inc., an equity method investment of KDP
SECSecurities and Exchange Commission
SG&ASelling, general and administrative
SOFRSecured Overnight Financing Rate
U.S. GAAPAccounting principles generally accepted in the U.S.
Veyron SPEsSpecial purpose entities with the same sponsor, Veyron Global
VIEVariable interest entity
Vita CocoThe Vita Coco Company, Inc.
WDWarehouse 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

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Table of Contents

PART I - FINANCIAL INFORMATION

Next: Item 1. Financial Statements (Unaudited)