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 second quarter and first six months of 2018 are 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. Condensed Consolidating Statements of Income For the Second Quarter of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Net sales $ — $ 1,660 $ 1,207 $ (55 ) $ 2,812 Cost of sales — 661 580 (55 ) 1,186 Gross profit — 999 627 — 1,626 Selling, general and administrative expenses 1 668 359 — 1,028 Other operating expense, net — — 11 — 11 Income from operations (1 ) 331 257 — 587 Interest expense 198 3 28 (59 ) 170 Interest expense - related party — — — — — Loss on early extinguishment of debt — — — — — Other expense (income), net (239 ) 192 (11 ) 59 1 Income before provision for income taxes 40 136 240 — 416 Provision for income taxes (5 ) 42 65 — 102 Income before equity in earnings of consolidated subsidiaries 45 94 175 — 314 Equity in earnings of consolidated subsidiaries 269 14 — (283 ) — Net income $ 314 $ 108 $ 175 $ (283 ) $ 314 Condensed Consolidating Statements of Income For the First Six Months of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Net sales $ — $ 3,070 $ 2,345 $ (99 ) $ 5,316 Cost of sales — 1,232 1,159 (99 ) 2,292 Gross profit — 1,838 1,186 — 3,024 Selling, general and administrative expenses 5 1,230 704 — 1,939 Other operating expense, net — (10 ) 10 — — Income from operations (5 ) 618 472 — 1,085 Interest expense 398 7 57 (123 ) 339 Interest expense - related party — — — — — Loss on early extinguishment of debt 9 — — — 9 Other (income) expense, net (251 ) 147 (13 ) 123 6 Income before provision for income taxes (161 ) 464 428 — 731 Provision for income taxes (54 ) 126 115 — 187 Income before equity in earnings of consolidated subsidiaries (107 ) 338 313 — 544 Equity in earnings of consolidated subsidiaries 651 14 — (665 ) — Net income $ 544 $ 352 $ 313 $ (665 ) $ 544 Condensed Consolidating Statements of Comprehensive Income For the Second Quarter of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Comprehensive income $ 402 $ 178 $ 264 $ (442 ) $ 402 Condensed Consolidating Statements of Comprehensive Income For the First Six Months of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Comprehensive income $ 725 $ 497 $ 495 $ (992 ) $ 725 Condensed Consolidating Balance Sheets As of June 30, 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Current assets: Cash and cash equivalents $ — $ 11 $ 95 $ — $ 106 Restricted cash and restricted cash equivalents 40 2 2 — 44 Trade accounts receivable, net — 642 426 — 1,068 Related party receivable 135 74 64 (273 ) — Inventories — 250 436 — 686 Prepaid expenses and other current assets 613 199 115 (610 ) 317 Total current assets 788 1,178 1,138 (883 ) 2,221 Property, plant and equipment, net — 1,297 993 — 2,290 Investments in consolidated subsidiaries 41,003 4,971 — (45,974 ) — Investments in unconsolidated affiliates — 63 107 — 170 Goodwill — 8,239 11,800 — 20,039 Other intangible assets, net — 16,857 7,371 — 24,228 Long-term receivable, related parties 5,066 8,623 — (13,689 ) — Other non-current assets 61 248 263 — 572 Deferred tax assets — — 27 — 27 Total assets $ 46,918 $ 41,476 $ 21,699 $ (60,546 ) $ 49,547 Current liabilities: Accounts payable $ — $ 990 $ 1,919 $ — $ 2,909 Accrued expenses 53 596 220 — 869 Structured payables — 47 548 — 595 Related party payable 74 95 104 (273 ) — Short-term borrowings and current portion of long-term obligations 1,806 — — — 1,806 Other current liabilities 269 679 178 (610 ) 516 Total current liabilities 2,202 2,407 2,969 (883 ) 6,695 Long-term obligations to third parties 13,164 — — — 13,164 Long-term obligations to related parties 8,589 3,440 1,660 (13,689 ) — Deferred tax liabilities 40 4,107 1,887 — 6,034 Other non-current liabilities 40 495 236 — 771 Total liabilities 24,035 10,449 6,752 (14,572 ) 26,664 Total stockholders' equity 22,883 31,027 14,947 (45,974 ) 22,883 Total liabilities and stockholders' equity $ 46,918 $ 41,476 $ 21,699 $ (60,546 ) $ 49,547 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 Six Months of 2019 (in millions) Parent Guarantors Non-Guarantors Eliminations Total Operating activities: Net cash (used in) provided by operating activities $ (178 ) $ 812 $ 581 $ (12 ) $ 1,203 Investing activities: Acquisitions of businesses — (3 ) (5 ) — (8 ) Collections on (issuances of) related party notes receivable 535 (789 ) (14 ) 254 (14 ) Investments in unconsolidated affiliates — (11 ) — — (11 ) Purchases of property, plant and equipment — (44 ) (74 ) — (118 ) Proceeds from sales of property, plant and equipment — 10 9 — 19 Purchases of intangibles — (4 ) — — (4 ) Return of capital from investments in consolidated subsidiaries — 32 — (32 ) — Other, net 10 — 12 — 22 Net cash provided by (used in) investing activities 545 (809 ) (72 ) 222 (114 ) Financing activities: Proceeds from (payments of) related party notes 763 — (509 ) (254 ) — Proceeds from term loan 2,000 — — — 2,000 Net issuance of commercial paper 381 — — — 381 Proceeds from structured payables — — 78 — 78 Payments on structured payables — — (9 ) — (9 ) Payments on senior unsecured notes (250 ) — — — (250 ) Repayment of term loan (2,848 ) — — — (2,848 ) Payments on finance leases — (11 ) (8 ) — (19 ) Cash dividends paid (423 ) — (44 ) 44 (423 ) Other, net 8 — 2 — 10 Net cash used in financing activities (369 ) (11 ) (490 ) (210 ) (1,080 ) Cash and cash equivalents — net change from: Operating, investing and financing activities (2 ) (8 ) 19 — 9 Effect of exchange rate changes on cash and cash equivalents — — 12 — 12 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 $ 23 $ 97 $ — $ 160 |