Guarantor and Non-Guarantor Financial Information | Guarantor and Non-Guarantor Financial Information The Notes are fully and unconditionally guaranteed by certain direct and indirect subsidiaries of the Company (the "Guarantors"), as defined in the indentures governing the Notes. The Guarantors are 100% owned either directly or indirectly by the Company and jointly and severally guarantee, subject to the release provisions described below, the Company's obligations under the Notes. None of the Company's subsidiaries organized outside of the U.S., immaterial subsidiaries used for charitable purposes, any of the subsidiaries held by Maple prior to the DPS Merger or any of the subsidiaries acquired after the DPS Merger (collectively, the "Non-Guarantors") guarantee the Notes. The subsidiary guarantees with respect to the Notes are subject to release upon the occurrence of certain events, including the sale of all or substantially all of a subsidiary's assets, the release of the subsidiary's guarantee of other indebtedness of the Company, the Company's exercise of its legal defeasance option with respect to the Notes and the discharge of the Company's obligations under the applicable indenture. The DPS Merger was accounted for under the acquisition method of accounting, using pushdown accounting for the purposes of presenting the following guarantor and non-guarantor financial information. The first quarter of 2018 is not presented herein, as amounts reported prior to the DPS Merger are that of Maple, and would therefore be entirely reported within the Non-Guarantors column. Refer to the Condensed Consolidated Statements of Income, Statements of Comprehensive Income, and Statements of Cash Flows for the amounts which would be presented as Non-Guarantors for these historical periods. The following schedules present the financial information for Keurig Dr Pepper Inc. (the "Parent"), Guarantors and Non-Guarantors. The consolidating schedules are provided in accordance with the reporting requirements of Rule 3-10 under SEC Regulation S-X for guarantor subsidiaries. Condensed Consolidating Statements of Income For the First Quarter of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Net sales $ — $ 1,410 $ 1,138 $ (44 ) $ 2,504 Cost of sales — 571 579 (44 ) 1,106 Gross profit — 839 559 — 1,398 Selling, general and administrative expenses 4 562 345 — 911 Other operating (income) expense, net — (10 ) (1 ) — (11 ) Income from operations (4 ) 287 215 — 498 Interest expense 200 4 29 (64 ) 169 Interest expense - related party — — — — — Loss on early extinguishment of debt 9 — — — 9 Other (income) expense, net (12 ) (45 ) (2 ) 64 5 (Loss) income before provision for income taxes (201 ) 328 188 — 315 (Benefit) provision for income taxes (49 ) 84 50 — 85 Income before equity in earnings of consolidated subsidiaries (152 ) 244 138 — 230 Equity in earnings of consolidated subsidiaries 382 — — (382 ) — Net income 230 244 138 (382 ) 230 Condensed Consolidating Statements of Comprehensive Income For the First Quarter of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Comprehensive income (loss) $ 323 $ 319 $ 231 $ (550 ) $ 323 Condensed Consolidating Balance Sheets As of March 31, 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Current assets: Cash and cash equivalents $ — $ 6 $ 79 $ — $ 85 Restricted cash and restricted cash equivalents 40 2 2 — 44 Trade accounts receivable, net — 600 416 — 1,016 Related party receivable 136 143 78 (357 ) — Inventories — 246 417 — 663 Prepaid expenses and other current assets 619 218 122 (605 ) 354 Total current assets 795 1,215 1,114 (962 ) 2,162 Property, plant and equipment, net — 1,340 942 — 2,282 Investments in consolidated subsidiaries 40,601 4,940 — (45,541 ) — Investments in unconsolidated affiliates — 57 115 — 172 Goodwill 50 8,374 11,653 — 20,077 Other intangible assets, net — 16,578 7,410 — 23,988 Long-term receivable, related parties 5,277 8,208 — (13,485 ) — Other non-current assets 63 251 270 — 584 Deferred tax assets — — 26 — 26 Total assets $ 46,786 $ 40,963 $ 21,530 $ (59,988 ) $ 49,291 Current liabilities: Accounts payable $ — $ 723 $ 1,835 $ — $ 2,558 Accrued expenses 167 579 216 — 962 Structured payables — 47 548 — 595 Related party payable 142 111 104 (357 ) — Short-term borrowings and current portion of long-term obligations 2,018 — — — 2,018 Other current liabilities 273 723 132 (605 ) 523 Total current liabilities 2,600 2,183 2,835 (962 ) 6,656 Long-term obligations to third parties 13,246 — — — 13,246 Long-term obligations to related parties 8,177 3,407 1,901 (13,485 ) — Deferred tax liabilities 46 4,080 1,814 — 5,940 Other non-current liabilities 43 491 241 — 775 Total liabilities 24,112 10,161 6,791 (14,447 ) 26,617 Total stockholders' equity 22,674 30,802 14,739 (45,541 ) 22,674 Total liabilities and stockholders' equity $ 46,786 $ 40,963 $ 21,530 $ (59,988 ) $ 49,291 Condensed Consolidating Balance Sheets As of December 31, 2018 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Current assets: Cash and cash equivalents $ — $ 18 $ 65 $ — $ 83 Restricted cash and restricted cash equivalents 42 3 1 — 46 Trade accounts receivable, net — 596 554 — 1,150 Related party receivable 189 71 76 (336 ) — Inventories — 226 400 — 626 Prepaid expenses and other current assets 569 110 132 (557 ) 254 Total current assets 800 1,024 1,228 (893 ) 2,159 Property, plant and equipment, net — 1,351 959 — 2,310 Investments in consolidated subsidiaries 40,119 4,882 — (45,001 ) — Investments in unconsolidated affiliates — 63 123 — 186 Goodwill 50 8,371 11,590 — 20,011 Other intangible assets, net — 16,583 7,384 — 23,967 Long-term receivable, related parties 5,503 7,827 — (13,330 ) — Other non-current assets 64 41 154 — 259 Deferred tax assets — — 26 — 26 Total assets $ 46,536 $ 40,142 $ 21,464 $ (59,224 ) $ 48,918 Current liabilities: Accounts payable $ — $ 497 $ 1,803 $ — $ 2,300 Accrued expenses 78 610 324 — 1,012 Structured payables — 47 479 — 526 Related party payable 65 106 165 (336 ) — Short-term borrowings and current portion of long-term obligations 1,458 — — — 1,458 Other current liabilities 278 626 59 (557 ) 406 Total current liabilities 1,879 1,886 2,830 (893 ) 5,702 Long-term obligations to third parties 14,201 — — — 14,201 Long-term obligations to related parties 7,827 3,369 2,134 (13,330 ) — Deferred tax liabilities 46 4,075 1,802 — 5,923 Other non-current liabilities 50 337 172 — 559 Total liabilities 24,003 9,667 6,938 (14,223 ) 26,385 Total stockholders' equity 22,533 30,475 14,526 (45,001 ) 22,533 Total liabilities and stockholders' equity $ 46,536 $ 40,142 $ 21,464 $ (59,224 ) $ 48,918 Condensed Consolidating Statements of Cash Flows For the First Quarter of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Operating activities: Net cash (used in) provided by operating activities $ (34 ) $ 374 $ 259 $ (8 ) $ 591 Investing activities: Collections on (issuances of) related party notes receivable 290 (373 ) (7 ) 83 (7 ) Purchases of property, plant and equipment — (21 ) (41 ) — (62 ) Return of capital from investments in consolidated subsidiaries — 16 — (16 ) — Other, net 9 (4 ) 19 — 24 Net cash provided by (used in) investing activities $ 299 $ (382 ) $ (29 ) $ 67 $ (45 ) Financing activities: Proceeds from (payments of) related party notes $ 350 $ — $ (267 ) $ (83 ) $ — Proceeds from term loan 2,000 — — — 2,000 Net Issuance of Commercial Paper 594 — — — 594 Proceeds from structured payables — — 78 — 78 Payments on structured payables — — (9 ) — (9 ) Payments on senior unsecured notes (250 ) — — — (250 ) Repayment of term loan (2,758 ) — — — (2,758 ) Payments on finance leases — (5 ) (5 ) — (10 ) Proceeds from stock options exercised 8 — — — 8 Cash dividends paid (211 ) — (24 ) 24 (211 ) Other, net — — 2 — 2 Net cash used in financing activities $ (267 ) $ (5 ) $ (225 ) $ (59 ) $ (556 ) Cash and cash equivalents — net change from: Operating, investing and financing activities $ (2 ) $ (13 ) $ 5 $ — $ (10 ) Effect of exchange rate changes on cash and cash equivalents — — 10 — 10 Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 42 31 66 — 139 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 40 $ 18 $ 81 $ — $ 139 |