Keurig Dr Pepper Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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FY2023 · Filed Feb 22, 2024
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4. Long-Term Obligations and Borrowing Arrangements
- Long-term Obligations and Borrowing Arrangements
The following table summarizes the Company's long-term obligations:
| December 31, | ||
|---|---|---|
| (in millions) | 2023 | 2022 |
| Notes | $11,095 | $11,568 |
| Less: current portion of long-term obligations | (1,150) | (496) |
| Long-term obligations | $9,945 | $11,072 |
The following table summarizes the Company's short-term borrowings and current portion of long-term obligations:
| December 31, | ||
|---|---|---|
| (in millions) | 2023 | 2022 |
| Commercial paper notes | $2,096 | $399 |
| Current portion of long-term obligations: | 1,150 | 496 |
| Short-term borrowings and current portion of long-term obligations | $3,246 | $895 |
SENIOR UNSECURED NOTES
The Company's Notes consisted of the following:
| (in millions) | December 31, | ||||
|---|---|---|---|---|---|
| Issuance · Maturity Date · Rate · 2023 · 2022 | |||||
| 2023 Notes | December 15, 2023 | 3.130% | $— | $500 | |
| 2024 Notes | March 15, 2024 | 0.750% | 1,150 | 1,150 | |
| 2025 Merger Notes | May 25, 2025 | 4.417% | 529 | 529 | |
| 2025 Notes | November 15, 2025 | 3.400% | 500 | 500 | |
| 2026 Notes | September 15, 2026 | 2.550% | 400 | 400 | |
| 2027 Notes | June 15, 2027 | 3.430% | 500 | 500 | |
| 2028 Merger Notes | May 25, 2028 | 4.597% | 1,112 | 1,112 | |
| 2029 Notes | April 15, 2029 | 3.950% | 1,000 | 1,000 | |
| 2030 Notes | May 1, 2030 | 3.200% | 750 | 750 | |
| 2031 Notes | March 15, 2031 | 2.250% | 500 | 500 | |
| 2032 Notes | April 15, 2032 | 4.050% | 850 | 850 | |
| 2038 Merger Notes | May 25, 2038 | 4.985% | 211 | 211 | |
| 2045 Notes | November 15, 2045 | 4.500% | 550 | 550 | |
| 2046 Notes | December 15, 2046 | 4.420% | 400 | 400 | |
| 2048 Merger Notes | May 25, 2048 | 5.085% | 391 | 391 | |
| 2050 Notes | May 1, 2050 | 3.800% | 750 | 750 | |
| 2051 Notes | March 15, 2051 | 3.350% | 500 | 500 | |
| 2052 Notes | April 15, 2052 | 4.500% | 1,150 | 1,150 | |
| Principal amount | $11,243 | $11,743 | |||
| Adjustment from principal amount to carrying amount(1) | (148) | (175) | |||
| Carrying amount | $11,095 | $11,568 | |||
(1)The carrying amount includes unamortized discounts, debt issuance costs and fair value adjustments related to the DPS Merger.
Notes, among other things, contain customary default provisions and limit the Company's ability to incur indebtedness secured by principal properties, to enter into certain sale and leaseback transactions, and to enter into certain mergers or transfers of substantially all of the Company's assets. The Notes are fully and unconditionally guaranteed by certain direct and indirect subsidiaries of the Company. As of December 31, 2023, the Company was in compliance with all financial covenant requirements of the Notes.
BORROWING ARRANGEMENTS
Revolving Credit Agreement
On February 23, 2022, KDP entered into the 2022 Revolving Credit Agreement among KDP, as borrower, the lenders from time to time party thereto and JPMorgan Chase, Bank, N.A., as administrative agent. The Company incurred approximately $4 million in deferred financing fees related to the issuance.
The following table summarizes information about the 2022 Revolving Credit Agreement:
| (in millions) · December 31, 2023 · December 31, 2022 | ||||
|---|---|---|---|---|
| Issuance | Maturity Date | Capacity | Carrying Value | Carrying Value |
| 2022 Revolving Credit Agreement(1) | February 23, 2027 | $4,000 | $— | $— |
(1)The 2022 Revolving Credit Agreement has $200 million letters of credit available, none of which were utilized as of December 31, 2023.
Borrowings under the 2022 Revolving Credit Agreement will bear interest at a rate per annum equal to, at KDP's option, an adjusted SOFR rate plus a margin of 0.875% to 1.500% or a base rate plus a margin of 0.000% to 0.500%, in each case, depending on the rating of certain index debt of KDP. The 2022 Revolving Credit Agreement contains customary representations and warranties for investment grade financings. The 2022 Revolving Credit Agreement also contains (i) certain customary affirmative covenants, including those that impose certain reporting and/or performance obligations on KDP and its subsidiaries, (ii) certain customary negative covenants that generally limit, subject to various exceptions, KDP and its subsidiaries from taking certain actions, including, without limitation, incurring liens, consummating certain fundamental changes and entering into transactions with affiliates, (iii) a financial covenant in the form of a minimum interest coverage ratio (as defined therein) of 3.25 to 1.00, and (iv) customary events of default (including a change of control) for financings of this type.
As of December 31, 2023, KDP was in compliance with its minimum interest coverage ratio relating to the 2022 Revolving Credit Agreement.
Commercial Paper Program
KDP has a commercial paper program, under which the Company may issue unsecured commercial paper notes on a private placement basis. Effective November 10, 2023, the maximum aggregate amount available under the facility was increased to $4,000 million. The maturities of the commercial paper notes vary, but commercial paper notes are classified as short-term, as maturities do not exceed one year. The Company issues commercial paper notes as needed for general corporate purposes. Outstanding commercial paper notes rank equally with all of the commercial paper notes' existing and future unsecured borrowings.
The following table provides information about the Company's weighted average borrowings under its commercial paper program:
| For the Year Ended December 31, | |||
|---|---|---|---|
| (in millions, except %) | 2023 | 2022 | 2021 |
| Weighted average commercial paper borrowings | $1,267 | $40 | $943 |
| Weighted average borrowing rates | 5.41% | 2.36% | 0.25% |
Letters of Credit Facility
In addition to the portion of the 2022 Revolving Credit Agreement reserved for issuance of letters of credit, the Company has an incremental letters of credit facility. Under this facility, $150 million is available for the issuance of letters of credit, $41 million of which was utilized as of December 31, 2023 and $109 million of which remains available for use.
FAIR VALUE DISCLOSURES
The fair values of the Company's commercial paper notes approximate the carrying value and are considered Level 2 within the fair value hierarchy.
The fair values of the Company's Notes are based on current market rates available to the Company and are considered Level 2 within the fair value hierarchy. The difference between the fair value and the carrying value represents the theoretical net premium or discount that would be paid or received to retire all the Notes and related unamortized costs to be incurred at such date. The fair value of the Company's Notes was $10,486 million and $10,495 million as of December 31, 2023 and December 31, 2022, respectively.
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