KDP 10-K Annual Report Dec. 31, 2024 | Alphaminr
Keurig Dr Pepper Inc.
ALPHAMINR

KDP 10-K Fiscal year ended Dec. 31, 2024

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KEURIG DR PEPPER INC.
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintNote 3 Of The Notes To Our Consolidated Financial Statements For Management's Discussion Of Our Financing ArrangementsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers, and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits, Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference). 3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 17, 2012 (filed as Exhibit 3.2 to KDP's Quarterly Report on Form 10-Q (filed on July 26, 2012) and incorporated herein by reference). 3.3 Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of May 19, 2016 (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed on May 20, 2016) and incorporated herein by reference). 3.4 Certificate of Third Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. effective as of July 9, 2018 (filed as Exhibit 3.1 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 3.5* Amended and Restated By-Laws of Keurig Dr Pepper Inc. effective as of February 20, 2025. 4.1 Indenture, dated April30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as Exhibit4.1 to KDP's Current Report on Form 8-K (filed on May1, 2008) and incorporated herein by reference). 4.2 Registration Rights Agreement, dated April30, 2008, between Dr Pepper Snapple Group, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA)Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA)LLC (filed as Exhibit4.5 to KDP's Current Report on Form 8-K (filed on May1, 2008) and incorporated herein by reference). 4.3 Registration Rights Agreement Joinder, dated May7, 2008, by the subsidiary guarantors named therein (filed as Exhibit4.2 to KDP's Current Report on Form 8-K (filed on May12, 2008) and incorporated herein by reference). 4.4 Supplemental Indenture, dated May7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on May12, 2008) and incorporated herein by reference). 4.5 Second Supplemental Indenture dated March17, 2009, to be effective as of December31, 2008, among Splash Transport, Inc., as a subsidiary guarantor, Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit4.8 to KDP's Annual Report on Form 10-K (filed on March26, 2009) and incorporated herein by reference). 4.6 Third Supplemental Indenture, dated October19, 2009, among 234DP Aviation, LLC, as a subsidiary guarantor; Dr Pepper Snapple Group, Inc., and Wells Fargo Bank, N.A., as trustee (filed as Exhibit4.9 to KDP's Quarterly Report on Form 10-Q (filed on November5, 2009) and incorporated herein by reference). 4.7 Fourth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index)), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit4.1 to KDP's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference). 4.8 Indenture, dated as of December15, 2009, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A., as trustee (filed as Exhibit4.1 to KDP's Current Report on Form 8-K (filed on December23, 2009) and incorporated herein by reference). 4.9 Fifth Supplemental Indenture, dated as of November 9, 2015, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). 4.10 3.40% Senior Note due 2025 (in global form), dated November 9, 2015, in the principal amount of $500,000,000 (filed as Exhibit 4.2 to KDP's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). 4.11 4.50% Senior Note due 2045 (in global form), dated November 9, 2015, in the principal amount of $250,000,000 (filed as Exhibit 4.3 to KDP's Current Report on Form 8-K (filed on November 10, 2015) and incorporated herein by reference). 4.12 Sixth Supplemental Indenture, dated as of September 16, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference). 4.13 2.55% Senior Note due 2026 (in global form), dated September 16, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.2 to KDP's Current Report on Form 8-K (filed on September 16, 2016) and incorporated herein by reference). 4.14 Seventh Supplemental Indenture, dated as of December 14, 2016, among Dr Pepper Snapple Group, Inc., the guarantors party thereto and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). 4.15 3.43% Senior Note due 2027 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.4 to KDP's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). 4.16 4.42% Senior Note due 2046 (in global form), dated December 14, 2016, in the principal amount of $400,000,000 (filed as Exhibit 4.5 to KDP's Current Report on Form 8-K (filed on December 14, 2016) and incorporated herein by reference). 4.17 Eighth Supplemental Indenture, dated as of January 31, 2017, among Bai Brands LLC, a New Jersey limited liability company, 184 Innovations Inc., a Delaware corporation (each as a new subsidiary guarantor under the Indenture dated April 30, 2008 (as referenced in Item 4.1 in this Exhibit Index), Dr Pepper Snapple Group, Inc., each other then-existing Guarantor under the Indenture) and Wells Fargo, National Bank, N.A., as trustee (filed as Exhibit4.2 to KDP's Current Report on Form 8-K (filed on February 2, 2017) and incorporated herein by reference). 4.18 Ninth Supplemental Indenture, dated as of June 15, 2017, among Dr Pepper Snapple Group, Inc., the guarantors party thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on June 15, 2017) and incorporated herein by reference). 4.19 Investor Rights Agreement by and among Keurig Dr Pepper Inc. and The Holders Listed on Schedule A thereto, dated as of July 9, 2018 (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.20 Base Indenture, dated as of May 25, 2018 between Maple Escrow Subsidiary and Wells Fargo Bank, N.A. as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.21 Second Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2023 Notes (filed as Exhibit 4.3 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.22 Third Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2025 Notes (filed as Exhibit 4.4 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.23 Fourth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2028 Notes (filed as Exhibit 4.5 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.24 Fifth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2038 Notes (filed as Exhibit 4.6 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.25 Sixth Supplemental Indenture (including the form of note), dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and Maple Parent Holdings Corp. as parent guarantor, and Wells Fargo Bank, N.A., as trustee relating to the 2048 Notes (filed as Exhibit 4.7 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.26 Seventh Supplemental Indenture, dated as of July 9, 2018, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.8 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.27 Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.9 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.28 Joinder to the Registration Rights Agreement, dated as of May 25, 2018, among Maple Escrow Subsidiary, Inc. and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representative of the several purchasers of the Notes (filed as Exhibit 4.10 to KDP's Current Report on Form 8-K (filed on July 9, 2018) and incorporated herein by reference). 4.29* Description of registered securities. 4.30 Tenth Supplemental Indenture (including 3.20% Senior Notes Due 2030 and 3.80% Senior Notes Due 2050 (in global form)), dated as of April 13, 2020, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on April 13, 2020) and incorporated herein by reference). 4.31 Eleventh Supplemental Indenture (including 0.750% Senior Notes Due 2024, 2.250% Senior Notes Due 2031, and 3.350% Senior Notes Due 2051 (in global form)), dated as of March 15, 2021, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto, and Wells Fargo Bank, N.A. as trustee (filed as Exhibit 4.1 to KDPs Current Report on Form 8-K (filed on March 15, 2021) and incorporated herein by reference). 4.32 Twelfth Supplemental Indenture, dated as of April 22, 2022, among Keurig Dr Pepper Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee (filed as Exhibit 4.1 to KDP's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference). 4.33 Base Indenture, dated as of March 7, 2024, among Keurig Dr Pepper Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to KDPs Current Report on Form 8-K (filed on March 7, 2024) and incorporated herein by reference). 4.34 First Supplemental Indenture (including Floating Rate Senior Notes Due 2027, 5.100% Senior Notes Due 2027, 5.050% Senior Notes Due 2029, 5.200% Senior Notes Due 2031, and 5.300% Senior Notes Due 2034 (in global form)), dated as of March 7, 2024, among Keurig Dr Pepper Inc., the subsidiary guarantors thereto and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.2 to KDPs Current Report on Form 8-K (filed on March 7, 2024) and incorporated herein by reference). 4.35* Term Loan Credit Agreement, dated as of October 25, 2024, among Keurig Dr Pepper Inc., the lenders party thereto and Bank of America, N.A., as administrative agent. 10.1 Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.7 to KDP's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++ 10.2 Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.8 to KDP's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++ 10.3 Directors' Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Incentive Plan of 2009 (filed as Exhibit 10.9 to KDP's Quarterly Report on Form 10-Q (filed on November 7, 2018) and incorporated herein by reference).++ 10.4 Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.1 to KDP's Current Report on Form 8-K (filed on June 11, 2019) and incorporated herein by reference).++ 10.5 Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.13 to KDP's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++ 10.6 Matching Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (filed as Exhibit 10.14 to KDP's Quarterly Report on Form 10-Q (filed on August 8, 2019) and incorporated herein by reference).++ 10.7 Keurig Dr Pepper Inc. Severance Pay Plan for Executives, effective as of January 1, 2020 (filed as Exhibit 10.12 to KDPs Annual Report on Form 10-K (filed on February 27, 2020) and incorporated herein by reference).++ 10.8 Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (retention incentive awards for certain of KDPs Named Executive Officers) (filed as Exhibit 10.14 to KDPs Quarterly Report on Form 10-Q (filed on October 29, 2020) and incorporated herein by reference).++ 10.9 Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019, amended and restated as of December 7, 2020 (retention incentive award for one of KDPs Named Executive Officers).++ 10.10 Keurig Dr Pepper Short-Term Incentive Plan and Sales Incentive Plan (filed as Exhibit 10.11 to KDPs Annual Report on Form 10-K (filed on February 24, 2022) and incorporated herein by reference).++ 10.11 Credit Agreement, dated as of February 23, 2022, among Keurig Dr Pepper Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the lenders and issuing banks party thereto (filed as Exhibit 10.15 to the KDPs Annual Report on Form 10-K (filed on February 24, 2022) and incorporated herein by reference). 10.12 Letter Agreement by and between KDP and Robert J. Gamgort dated April 5, 2022 (filed as Exhibit 10.1 to KPD's Current Report on Form 8-K (filed on April 5, 2022) and incorporated herein by reference). 10.13 Keurig Dr Pepper Inc. Executive Severance Plan, effective as of July 29, 2022 (filed as Exhibit 10.4 to KDPs Quarterly Report on Form 10-Q (filed on July 28, 2022) and incorporated herein by reference).++ 10.14 Letter Agreement by and between KDP and Sudhanshu Priyadarshi dated October 21, 2022 (filed as Exhibit 10.18 to KDPs Annual Report on Form 10-K (filed on February 23, 2023) and incorporated herein by reference).++ 10.15 Keurig Dr Pepper Short-Term Incentive Plan (filed as Exhibit 10.20 to KDPs Annual Report on Form 10-K (filed on February 23, 2023) and incorporated herein by reference).++ 10.16 Letter Agreement by and between KDP and Timothy Cofer dated September 18, 2023 (filed as Exhibit 10.1 to KDPs Quarterly Report on Form 10-Q (filed on October 26, 2023) and incorporated herein by reference).++ 10.17 Letter Agreement by and between KDP and Andrew Archambault dated October 31, 2023.++ 10.18 Restricted Stock Unit Award Terms and Conditions under the Keurig Dr Pepper Omnibus Stock Incentive Plan of 2019 (award for certain of KDPs Named Executive Officers).++ 10.19* Amended and Restated Contribution and Merger Agreement, dated December 31, 2024, by and among Ghost Lifestyle LLC, The American Bottling Company, Phantom Merger Sub I LLC and certain other parties thereto. 10.20* Ghost Lifestyle LLC Second Amended and Restated Limited Liability Company Agreement, dated December 31, 2024. 19.1* Insider Trading Policy 21.1* List of Subsidiaries of Keurig Dr Pepper Inc. 22.1 List of Guarantor Subsidiaries (filed as Exhibit 22.1 to KDPs Quarterly Report on Form 10-Q (filed on June 30, 2020) and incorporated herein by reference). 23.1* Consent of Deloitte & Touche LLP 31.1* Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule13a-14(a) or 15d-14(a) promulgated under the Exchange Act. 31.2* Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule13a-14(a) or 15d-14(a) promulgated under the Exchange Act. 32.1** Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section1350 of Chapter63 of Title 18 of the United States Code. 32.2** Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section1350 of Chapter63 of Title 18 of the United States Code. 97.1 Keurig Dr Pepper Inc. Clawback Policy, As Adopted on September 18, 2023++