X
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
PepsiCo, Inc.
|
|
|
|
North Carolina
|
|
13-1584302
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
700 Anderson Hill Road, Purchase, New York
|
|
10577
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
914-253-2000
|
||||
(Registrant’s Telephone Number, Including Area Code)
|
N/A
|
Large accelerated filer x
|
|
Accelerated filer ¨
|
||
Non-accelerated filer ¨
|
|
Smaller reporting company ¨
|
||
|
|
Emerging growth company ¨
|
|
|
Page No.
|
Part I Financial Information
|
|
|
Item 1.
|
Condensed Consolidated Financial Statements
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Report of Independent Registered Public Accounting Firm
|
||
Item 3.
|
||
Item 4.
|
||
Part II Other Information
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
|
12 Weeks Ended
|
||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
||
Net Revenue
|
$
|
12,884
|
|
|
$
|
12,562
|
|
Cost of sales
|
5,688
|
|
|
5,655
|
|
||
Gross profit
|
7,196
|
|
|
6,907
|
|
||
Selling, general and administrative expenses
|
5,188
|
|
|
5,100
|
|
||
Operating Profit
|
2,008
|
|
|
1,807
|
|
||
Other pension and retiree medical benefits income
|
64
|
|
|
75
|
|
||
Interest expense
|
(267
|
)
|
|
(294
|
)
|
||
Interest income and other
|
63
|
|
|
69
|
|
||
Income before income taxes
|
1,868
|
|
|
1,657
|
|
||
Provision for income taxes
|
446
|
|
|
304
|
|
||
Net income
|
1,422
|
|
|
1,353
|
|
||
Less: Net income attributable to noncontrolling interests
|
9
|
|
|
10
|
|
||
Net Income Attributable to PepsiCo
|
$
|
1,413
|
|
|
$
|
1,343
|
|
Net Income Attributable to PepsiCo per Common Share
|
|
|
|
||||
Basic
|
$
|
1.01
|
|
|
$
|
0.94
|
|
Diluted
|
$
|
1.00
|
|
|
$
|
0.94
|
|
Weighted-average common shares outstanding
|
|
|
|
||||
Basic
|
1,406
|
|
|
1,420
|
|
||
Diluted
|
1,413
|
|
|
1,430
|
|
|
12 Weeks Ended
|
||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
||
Net income
|
$
|
1,422
|
|
|
$
|
1,353
|
|
Other comprehensive income/(loss), net of taxes:
|
|
|
|
||||
Net currency translation adjustment
|
473
|
|
|
290
|
|
||
Net change on cash flow hedges
|
(27
|
)
|
|
28
|
|
||
Net pension and retiree medical adjustments
|
17
|
|
|
24
|
|
||
Net change on available-for-sale securities
|
—
|
|
|
(2
|
)
|
||
|
463
|
|
|
340
|
|
||
Comprehensive income
|
1,885
|
|
|
1,693
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(9
|
)
|
|
(10
|
)
|
||
Comprehensive Income Attributable to PepsiCo
|
$
|
1,876
|
|
|
$
|
1,683
|
|
|
12 Weeks Ended
|
||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
1,422
|
|
|
$
|
1,353
|
|
Depreciation and amortization
|
498
|
|
|
496
|
|
||
Share-based compensation expense
|
57
|
|
|
80
|
|
||
Restructuring and impairment charges
|
26
|
|
|
12
|
|
||
Cash payments for restructuring charges
|
(52
|
)
|
|
(39
|
)
|
||
Pension and retiree medical plan expenses
|
47
|
|
|
46
|
|
||
Pension and retiree medical plan contributions
|
(260
|
)
|
|
(1,521
|
)
|
||
Deferred income taxes and other tax charges and credits
|
216
|
|
|
49
|
|
||
Tax (benefits)/net tax expense related to the Tax Cuts and Jobs Act (TCJ Act)
|
(29
|
)
|
|
1
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
(406
|
)
|
|
(162
|
)
|
||
Inventories
|
(435
|
)
|
|
(383
|
)
|
||
Prepaid expenses and other current assets
|
(382
|
)
|
|
(347
|
)
|
||
Accounts payable and other current liabilities
|
(1,207
|
)
|
|
(1,050
|
)
|
||
Income taxes payable
|
120
|
|
|
178
|
|
||
Other, net
|
40
|
|
|
(22
|
)
|
||
Net Cash Used for Operating Activities
|
(345
|
)
|
|
(1,309
|
)
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Capital spending
|
(442
|
)
|
|
(352
|
)
|
||
Sales of property, plant and equipment
|
2
|
|
|
9
|
|
||
Acquisition of SodaStream International Ltd. (SodaStream)
|
(1,807
|
)
|
|
—
|
|
||
Other acquisitions and investments in noncontrolled affiliates
|
(56
|
)
|
|
(36
|
)
|
||
Divestitures
|
—
|
|
|
42
|
|
||
Short-term investments, by original maturity:
|
|
|
|
||||
More than three months - purchases
|
—
|
|
|
(3,416
|
)
|
||
More than three months - maturities
|
—
|
|
|
4,609
|
|
||
More than three months - sales
|
—
|
|
|
533
|
|
||
Three months or less, net
|
9
|
|
|
7
|
|
||
Other investing, net
|
(6
|
)
|
|
—
|
|
||
Net Cash (Used for)/Provided by Investing Activities
|
(2,300
|
)
|
|
1,396
|
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
1,122
|
|
|
—
|
|
||
Payments of long-term debt
|
(1,851
|
)
|
|
—
|
|
||
Short-term borrowings, by original maturity:
|
|
|
|
||||
More than three months - proceeds
|
2
|
|
|
—
|
|
||
More than three months - payments
|
—
|
|
|
(1
|
)
|
||
Three months or less, net
|
115
|
|
|
4,291
|
|
||
Cash dividends paid
|
(1,332
|
)
|
|
(1,160
|
)
|
||
Share repurchases - common
|
(940
|
)
|
|
(493
|
)
|
||
Share repurchases - preferred
|
—
|
|
|
(2
|
)
|
||
Proceeds from exercises of stock options
|
103
|
|
|
125
|
|
||
Withholding tax payments on restricted stock units (RSUs), performance stock units (PSUs) and PepsiCo
equity performance units (PEPunits) converted |
(93
|
)
|
|
(76
|
)
|
||
Other financing
|
(2
|
)
|
|
(2
|
)
|
||
Net Cash (Used for)/Provided by Financing Activities
|
(2,876
|
)
|
|
2,682
|
|
||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
57
|
|
|
49
|
|
||
Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted Cash
|
(5,464
|
)
|
|
2,818
|
|
||
Cash and Cash Equivalents and Restricted Cash, Beginning of Year
|
10,769
|
|
|
10,657
|
|
||
Cash and Cash Equivalents and Restricted Cash, End of Period
|
$
|
5,305
|
|
|
$
|
13,475
|
|
|
(Unaudited)
|
|
|
|
|||
|
3/23/2019
|
|
|
12/29/2018
|
|
||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,072
|
|
|
$
|
8,721
|
|
Short-term investments
|
289
|
|
|
272
|
|
||
Restricted cash
|
190
|
|
|
1,997
|
|
||
Accounts and notes receivable, less allowance: 3/19 - $113 and 12/18 - $101
|
7,604
|
|
|
7,142
|
|
||
Inventories:
|
|
|
|
||||
Raw materials and packaging
|
1,438
|
|
|
1,312
|
|
||
Work-in-process
|
257
|
|
|
178
|
|
||
Finished goods
|
1,859
|
|
|
1,638
|
|
||
|
3,554
|
|
|
3,128
|
|
||
Prepaid expenses and other current assets
|
1,208
|
|
|
633
|
|
||
Total Current Assets
|
17,917
|
|
|
21,893
|
|
||
Property, plant and equipment
|
40,245
|
|
|
40,164
|
|
||
Accumulated depreciation
|
(22,695
|
)
|
|
(22,575
|
)
|
||
|
17,550
|
|
|
17,589
|
|
||
Amortizable Intangible Assets, net
|
1,641
|
|
|
1,644
|
|
||
Goodwill
|
14,945
|
|
|
14,808
|
|
||
Other indefinite-lived intangible assets
|
14,334
|
|
|
14,181
|
|
||
Indefinite-Lived Intangible Assets
|
29,279
|
|
|
28,989
|
|
||
Investments in Noncontrolled Affiliates
|
2,476
|
|
|
2,409
|
|
||
Deferred Income Taxes
|
4,361
|
|
|
4,364
|
|
||
Other Assets
|
2,242
|
|
|
760
|
|
||
Total Assets
|
$
|
75,466
|
|
|
$
|
77,648
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt obligations
|
$
|
3,291
|
|
|
$
|
4,026
|
|
Accounts payable and other current liabilities
|
15,799
|
|
|
18,112
|
|
||
Total Current Liabilities
|
19,090
|
|
|
22,138
|
|
||
Long-Term Debt Obligations
|
28,458
|
|
|
28,295
|
|
||
Deferred Income Taxes
|
3,619
|
|
|
3,499
|
|
||
Other Liabilities
|
10,003
|
|
|
9,114
|
|
||
Total Liabilities
|
61,170
|
|
|
63,046
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
PepsiCo Common Shareholders’ Equity
|
|
|
|
||||
Common stock, par value 12/3¢ per share (authorized 3,600 shares; issued, net of repurchased common stock at par value: 1,404 and 1,409 shares, respectively)
|
23
|
|
|
23
|
|
||
Capital in excess of par value
|
3,753
|
|
|
3,953
|
|
||
Retained earnings
|
60,060
|
|
|
59,947
|
|
||
Accumulated other comprehensive loss
|
(14,656
|
)
|
|
(15,119
|
)
|
||
Repurchased common stock, in excess of par value (463 and 458 shares, respectively)
|
(34,978
|
)
|
|
(34,286
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
14,202
|
|
|
14,518
|
|
||
Noncontrolling interests
|
94
|
|
|
84
|
|
||
Total Equity
|
14,296
|
|
|
14,602
|
|
||
Total Liabilities and Equity
|
$
|
75,466
|
|
|
$
|
77,648
|
|
|
12 Weeks Ended
|
||||||||||||
|
3/23/2019
|
|
3/24/2018
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Preferred Stock
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
—
|
|
|
$
|
—
|
|
|
0.8
|
|
|
$
|
41
|
|
Conversion to common stock
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(6
|
)
|
||
Retirement of preferred stock
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(35
|
)
|
||
Balance, end of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Repurchased Preferred Stock
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(197
|
)
|
||
Redemptions
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||
Retirement of preferred stock
|
—
|
|
|
—
|
|
|
0.7
|
|
|
199
|
|
||
Balance, end of period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Common Stock
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
1,409
|
|
|
23
|
|
|
1,420
|
|
|
24
|
|
||
Shares issued in connection with preferred stock conversion to common stock
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||
Change in repurchased common stock
|
(5
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||
Balance, end of period
|
1,404
|
|
|
23
|
|
|
1,419
|
|
|
24
|
|
||
Capital in Excess of Par Value
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
3,953
|
|
|
|
|
3,996
|
|
||||
Share-based compensation expense
|
|
|
57
|
|
|
|
|
83
|
|
||||
Equity issued in connection with preferred stock conversion to common stock
|
|
|
—
|
|
|
|
|
6
|
|
||||
Stock option exercises, RSUs, PSUs and PEPunits converted
|
|
|
(164
|
)
|
|
|
|
(142
|
)
|
||||
Withholding tax on RSUs, PSUs and PEPunits converted
|
|
|
(93
|
)
|
|
|
|
(76
|
)
|
||||
Other
|
|
|
—
|
|
|
|
|
(1
|
)
|
||||
Balance, end of period
|
|
|
3,753
|
|
|
|
|
3,866
|
|
||||
Retained Earnings
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
59,947
|
|
|
|
|
52,839
|
|
||||
Cumulative effect of accounting changes
|
|
|
8
|
|
|
|
|
(145
|
)
|
||||
Net income attributable to PepsiCo
|
|
|
1,413
|
|
|
|
|
1,343
|
|
||||
Cash dividends declared – common (a)
|
|
|
(1,308
|
)
|
|
|
|
(1,147
|
)
|
||||
Retirement of preferred stock
|
|
|
—
|
|
|
|
|
(164
|
)
|
||||
Balance, end of period
|
|
|
60,060
|
|
|
|
|
52,726
|
|
||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
(15,119
|
)
|
|
|
|
(13,057
|
)
|
||||
Other comprehensive income attributable to PepsiCo
|
|
|
463
|
|
|
|
|
340
|
|
||||
Balance, end of period
|
|
|
(14,656
|
)
|
|
|
|
(12,717
|
)
|
||||
Repurchased Common Stock
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(458
|
)
|
|
(34,286
|
)
|
|
(446
|
)
|
|
(32,757
|
)
|
||
Share repurchases
|
(9
|
)
|
|
(971
|
)
|
|
(5
|
)
|
|
(521
|
)
|
||
Stock option exercises, RSUs, PSUs and PEPunits converted
|
4
|
|
|
279
|
|
|
3
|
|
|
261
|
|
||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||
Balance, end of period
|
(463
|
)
|
|
(34,978
|
)
|
|
(448
|
)
|
|
(33,016
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
|
|
14,202
|
|
|
|
|
10,883
|
|
||||
Noncontrolling Interests
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
84
|
|
|
|
|
92
|
|
||||
Net income attributable to noncontrolling interests
|
|
|
9
|
|
|
|
|
10
|
|
||||
Other, net
|
|
|
1
|
|
|
|
|
—
|
|
||||
Balance, end of period
|
|
|
94
|
|
|
|
|
102
|
|
||||
Total Equity
|
|
|
$
|
14,296
|
|
|
|
|
$
|
10,985
|
|
(a)
|
Cash dividends declared per common share were $0.9275 and $0.805 for the 12 weeks ended March 23, 2019 and March 24, 2018, respectively.
|
1)
|
Frito-Lay North America (FLNA), which includes our branded food and snack businesses in the United States and Canada;
|
2)
|
Quaker Foods North America (QFNA), which includes our cereal, rice, pasta and other branded food businesses in the United States and Canada;
|
3)
|
PepsiCo Beverages North America (PBNA), which includes our beverage businesses in the United States and Canada. PBNA was formerly named North America Beverages; this change did not impact the results of PBNA or our other reportable segments;
|
4)
|
Latin America (LatAm), which includes all of our beverage, food and snack businesses in Latin America;
|
5)
|
Europe Sub-Saharan Africa (ESSA), which includes all of our beverage, food and snack businesses in Europe and Sub-Saharan Africa; and
|
6)
|
Asia, Middle East and North Africa (AMENA), which includes all of our beverage, food and snack businesses in Asia, the Middle East and North Africa.
|
|
12 Weeks Ended
|
||||||
Net Revenue(a)
|
3/23/2019
|
|
|
3/24/2018
|
|
||
FLNA
|
$
|
3,815
|
|
|
$
|
3,617
|
|
QFNA
|
594
|
|
|
601
|
|
||
PBNA
|
4,510
|
|
|
4,415
|
|
||
LatAm
|
1,241
|
|
|
1,224
|
|
||
ESSA
|
1,693
|
|
|
1,668
|
|
||
AMENA
|
1,031
|
|
|
1,037
|
|
||
|
$
|
12,884
|
|
|
$
|
12,562
|
|
(a)
|
Our primary performance obligation is the distribution and sales of beverage products and food and snack products to our customers, each comprising approximately 50% of our consolidated net revenue. Internationally, our LatAm segment is predominantly a food and snack business, ESSA’s beverage business and food and snack business are each approximately 50% of the segment’s net revenue and AMENA’s beverage business and food and snack business are approximately 35% and 65%, respectively, of the segment’s net revenue. Beverage revenue from company-owned bottlers, which primarily includes our consolidated bottling operations in our PBNA and ESSA segments, is approximately 40% of our consolidated net revenue. Generally, our finished goods beverage operations produce higher net revenue, but lower operating margins as compared to concentrate sold to authorized bottling partners for the manufacture of finished goods beverages.
|
|
12 Weeks Ended
|
||||||
Operating Profit
|
3/23/2019
|
|
|
3/24/2018
|
|
||
FLNA
|
$
|
1,159
|
|
|
$
|
1,050
|
|
QFNA
|
138
|
|
|
155
|
|
||
PBNA
|
389
|
|
|
388
|
|
||
LatAm
|
230
|
|
|
189
|
|
||
ESSA
|
125
|
|
|
118
|
|
||
AMENA
|
201
|
|
|
187
|
|
||
Total division
|
$
|
2,242
|
|
|
$
|
2,087
|
|
Corporate unallocated expenses
|
(234
|
)
|
|
(280
|
)
|
||
|
$
|
2,008
|
|
|
$
|
1,807
|
|
|
12 Weeks Ended
|
|
|
|
3/23/2019
|
|
|
Cost of sales
|
$
|
8
|
|
Selling, general and administrative expenses
|
23
|
|
|
Other pension and retiree medical benefits income
|
(5
|
)
|
|
Total restructuring and impairment charges
|
$
|
26
|
|
After-tax amount
|
$
|
23
|
|
Net income attributable to PepsiCo per common share
|
$
|
0.02
|
|
|
12 Weeks Ended
|
|
|
|
|||
|
3/23/2019
|
|
|
Plan to Date
|
|||
FLNA
|
$
|
—
|
|
|
$
|
31
|
|
QFNA
|
—
|
|
|
5
|
|
||
PBNA
|
6
|
|
|
46
|
|
||
LatAm
|
—
|
|
|
9
|
|
||
ESSA
|
6
|
|
|
14
|
|
||
AMENA
|
11
|
|
|
14
|
|
||
Corporate
|
8
|
|
|
15
|
|
||
|
31
|
|
|
134
|
|
||
Other pension and retiree medical benefits (income)/expense (a)
|
(5
|
)
|
|
30
|
|
||
|
$
|
26
|
|
|
$
|
164
|
|
(a)
|
Income amount represents adjustments for changes in estimates of previously recorded amounts.
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs(a)
|
|
Total
|
||||||||
Plan to date
|
$
|
134
|
|
|
$
|
8
|
|
|
$
|
22
|
|
|
$
|
164
|
|
(a)
|
Includes other costs associated with the implementation of our initiatives, including contract termination costs, consulting and other professional fees.
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
Liability as of December 29, 2018
|
$
|
105
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
106
|
|
2019 restructuring charges (a)
|
(3
|
)
|
|
8
|
|
|
21
|
|
|
26
|
|
||||
Cash payments (b)
|
(7
|
)
|
|
—
|
|
|
(3
|
)
|
|
(10
|
)
|
||||
Non-cash charges and translation
|
6
|
|
|
(8
|
)
|
|
3
|
|
|
1
|
|
||||
Liability as of March 23, 2019
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
123
|
|
(a)
|
Income amount represents adjustments for changes in estimates of previously recorded amounts.
|
(b)
|
Excludes cash expenditures of $2 million reported in the cash flow statement in pension and retiree medical contributions.
|
|
12 Weeks Ended
|
||
|
3/24/2018
|
|
|
Selling, general and administrative expenses
|
$
|
8
|
|
Other pension and retiree medical benefits expense
|
4
|
|
|
Total restructuring and impairment charges
|
$
|
12
|
|
After-tax amount
|
$
|
11
|
|
Net income attributable to PepsiCo per common share
|
$
|
0.01
|
|
|
12 Weeks Ended
|
||
|
3/24/2018
|
|
|
FLNA
|
$
|
5
|
|
QFNA
|
1
|
|
|
PBNA
|
3
|
|
|
LatAm
|
9
|
|
|
ESSA
|
4
|
|
|
AMENA
|
2
|
|
|
Corporate (a)
|
(12
|
)
|
|
|
$
|
12
|
|
(a)
|
Income amount represents adjustments for changes in estimates of previously recorded amounts.
|
|
|
3/23/2019
|
|
12/29/2018
|
||||||||||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Acquired franchise rights
|
|
$
|
842
|
|
|
$
|
(145
|
)
|
|
$
|
697
|
|
|
$
|
838
|
|
|
$
|
(140
|
)
|
|
$
|
698
|
|
Reacquired franchise rights
|
|
106
|
|
|
(105
|
)
|
|
1
|
|
|
106
|
|
|
(105
|
)
|
|
1
|
|
||||||
Brands
|
|
1,313
|
|
|
(1,042
|
)
|
|
271
|
|
|
1,306
|
|
|
(1,032
|
)
|
|
274
|
|
||||||
Other identifiable intangibles
|
|
969
|
|
|
(297
|
)
|
|
672
|
|
|
959
|
|
|
(288
|
)
|
|
671
|
|
||||||
|
|
$
|
3,230
|
|
|
$
|
(1,589
|
)
|
|
$
|
1,641
|
|
|
$
|
3,209
|
|
|
$
|
(1,565
|
)
|
|
$
|
1,644
|
|
|
Balance
12/29/2018
|
|
Translation
and Other |
|
Balance
3/23/2019
|
||||||
|
|
|
|||||||||
FLNA
|
|
|
|
|
|
||||||
Goodwill
|
$
|
297
|
|
|
$
|
(1
|
)
|
|
$
|
296
|
|
Brands
|
161
|
|
|
—
|
|
|
161
|
|
|||
|
458
|
|
|
(1
|
)
|
|
457
|
|
|||
QFNA
|
|
|
|
|
|
||||||
Goodwill
|
184
|
|
|
—
|
|
|
184
|
|
|||
Brands
|
25
|
|
|
—
|
|
|
25
|
|
|||
|
209
|
|
|
—
|
|
|
209
|
|
|||
PBNA
|
|
|
|
|
|
||||||
Goodwill
|
9,813
|
|
|
8
|
|
|
9,821
|
|
|||
Reacquired franchise rights
|
7,058
|
|
|
14
|
|
|
7,072
|
|
|||
Acquired franchise rights
|
1,510
|
|
|
3
|
|
|
1,513
|
|
|||
Brands
|
353
|
|
|
—
|
|
|
353
|
|
|||
|
18,734
|
|
|
25
|
|
|
18,759
|
|
|||
LatAm
|
|
|
|
|
|
||||||
Goodwill
|
509
|
|
|
14
|
|
|
523
|
|
|||
Brands
|
127
|
|
|
4
|
|
|
131
|
|
|||
|
636
|
|
|
18
|
|
|
654
|
|
|||
ESSA (a)
|
|
|
|
|
|
||||||
Goodwill
|
3,611
|
|
|
111
|
|
|
3,722
|
|
|||
Reacquired franchise rights
|
497
|
|
|
4
|
|
|
501
|
|
|||
Acquired franchise rights
|
161
|
|
|
(1
|
)
|
|
160
|
|
|||
Brands
|
4,188
|
|
|
128
|
|
|
4,316
|
|
|||
|
8,457
|
|
|
242
|
|
|
8,699
|
|
|||
AMENA
|
|
|
|
|
|
||||||
Goodwill
|
394
|
|
|
5
|
|
|
399
|
|
|||
Brands
|
101
|
|
|
1
|
|
|
102
|
|
|||
|
495
|
|
|
6
|
|
|
501
|
|
|||
|
|
|
|
|
|
||||||
Total goodwill
|
14,808
|
|
|
137
|
|
|
14,945
|
|
|||
Total reacquired franchise rights
|
7,555
|
|
|
18
|
|
|
7,573
|
|
|||
Total acquired franchise rights
|
1,671
|
|
|
2
|
|
|
1,673
|
|
|||
Total brands
|
4,955
|
|
|
133
|
|
|
5,088
|
|
|||
|
$
|
28,989
|
|
|
$
|
290
|
|
|
$
|
29,279
|
|
(a)
|
The change primarily reflects appreciation of the Russian ruble.
|
|
12 Weeks Ended
|
||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
||
Share-based compensation expense - equity awards
|
$
|
57
|
|
|
$
|
80
|
|
Share-based compensation expense - liability awards
|
1
|
|
|
6
|
|
||
Restructuring and impairment charges
|
—
|
|
|
3
|
|
||
Total
|
$
|
58
|
|
|
$
|
89
|
|
|
12 Weeks Ended
|
||||||||||||
|
3/23/2019
|
|
3/24/2018
|
||||||||||
|
Granted(a)
|
|
Weighted-Average Grant Price
|
|
Granted(a)
|
|
Weighted-Average Grant Price
|
||||||
Stock options
|
1.1
|
|
|
$
|
116.00
|
|
|
1.2
|
|
|
$
|
108.75
|
|
RSUs and PSUs
|
2.7
|
|
|
$
|
115.98
|
|
|
2.5
|
|
|
$
|
108.77
|
|
(a)
|
In millions. All grant activity is disclosed at target.
|
|
12 Weeks Ended
|
||||
|
3/23/2019
|
|
|
3/24/2018
|
|
Expected life
|
5 years
|
|
|
5 years
|
|
Risk-free interest rate
|
2.6
|
%
|
|
2.6
|
%
|
Expected volatility
|
14
|
%
|
|
12
|
%
|
Expected dividend yield
|
3.1
|
%
|
|
2.7
|
%
|
|
12 Weeks Ended
|
||||||||||||||||||||||
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
|
3/23/2019
|
|
|
3/24/2018
|
|
|
3/23/2019
|
|
|
3/24/2018
|
|
||||||
|
U.S.
|
|
International
|
|
|
||||||||||||||||||
Service cost
|
$
|
88
|
|
|
$
|
100
|
|
|
$
|
13
|
|
|
$
|
18
|
|
|
$
|
5
|
|
|
$
|
7
|
|
Interest cost
|
125
|
|
|
111
|
|
|
17
|
|
|
17
|
|
|
8
|
|
|
8
|
|
||||||
Expected return on plan assets
|
(206
|
)
|
|
(218
|
)
|
|
(33
|
)
|
|
(36
|
)
|
|
(4
|
)
|
|
(4
|
)
|
||||||
Amortization of prior service cost/(credits)
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
||||||
Amortization of net losses/(gains)
|
37
|
|
|
41
|
|
|
5
|
|
|
8
|
|
|
(6
|
)
|
|
(2
|
)
|
||||||
|
46
|
|
|
35
|
|
|
2
|
|
|
7
|
|
|
(1
|
)
|
|
4
|
|
||||||
Special termination benefits (a)
|
(5
|
)
|
|
3
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
41
|
|
|
$
|
38
|
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
(a)
|
Income amount represents adjustments for changes in estimates of previously recorded amounts.
|
Interest Rate
|
|
|
Maturity Date
|
|
Amount(a)
|
|
|
|
0.750
|
%
|
|
March 2027
|
|
€
|
500
|
|
(b)
|
1.125
|
%
|
|
March 2031
|
|
€
|
500
|
|
(b)
|
(a)
|
Represents gross proceeds from issuances of long-term debt excluding debt issuance costs, discounts and premiums.
|
(b)
|
These notes, issued in euros, were designated as net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries.
|
•
|
commodity prices, affecting the cost of our raw materials and energy;
|
•
|
foreign exchange rates and currency restrictions; and
|
•
|
interest rates.
|
|
Notional Amounts(a)
|
||||||
|
3/23/2019
|
|
|
12/29/2018
|
|
||
Commodity
|
$
|
1.1
|
|
|
$
|
1.1
|
|
Foreign exchange
|
$
|
2.0
|
|
|
$
|
2.0
|
|
Interest rate
|
$
|
7.5
|
|
|
$
|
10.5
|
|
Net investment
|
$
|
2.0
|
|
|
$
|
0.9
|
|
(a)
|
In billions.
|
|
|
|
3/23/2019
|
|
12/29/2018
|
||||||||||||
|
Fair Value Hierarchy Levels
|
|
Assets(a)
|
|
Liabilities(a)
|
|
Assets(a)
|
|
Liabilities(a)
|
||||||||
Available-for-sale debt securities (b)
|
2
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
3,658
|
|
|
$
|
—
|
|
Short-term investments (c)
|
1
|
|
$
|
214
|
|
|
$
|
—
|
|
|
$
|
196
|
|
|
$
|
—
|
|
Prepaid forward contracts (d)
|
2
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Deferred compensation (e)
|
2
|
|
$
|
—
|
|
|
$
|
473
|
|
|
$
|
—
|
|
|
$
|
450
|
|
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate (f)
|
2
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
1
|
|
|
$
|
108
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange (g)
|
2
|
|
$
|
21
|
|
|
$
|
28
|
|
|
$
|
44
|
|
|
$
|
14
|
|
Interest rate (g)
|
2
|
|
1
|
|
|
317
|
|
|
—
|
|
|
323
|
|
||||
Commodity (h)
|
1
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Commodity (i)
|
2
|
|
1
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
|
|
|
$
|
24
|
|
|
$
|
347
|
|
|
$
|
44
|
|
|
$
|
341
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange (g)
|
2
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
10
|
|
Commodity (h)
|
1
|
|
3
|
|
|
8
|
|
|
2
|
|
|
17
|
|
||||
Commodity (i)
|
2
|
|
7
|
|
|
48
|
|
|
5
|
|
|
92
|
|
||||
|
|
|
$
|
13
|
|
|
$
|
56
|
|
|
$
|
10
|
|
|
$
|
119
|
|
Total derivatives at fair value (j)
|
|
|
$
|
37
|
|
|
$
|
454
|
|
|
$
|
55
|
|
|
$
|
568
|
|
Total
|
|
|
$
|
350
|
|
|
$
|
927
|
|
|
$
|
3,931
|
|
|
$
|
1,018
|
|
(a)
|
Unless otherwise noted, financial assets are classified on our balance sheet within prepaid expenses and other current assets and other assets. Financial liabilities are classified on our balance sheet within accounts payable and other current liabilities and other liabilities.
|
(b)
|
Based on quoted broker prices or other significant inputs derived from or corroborated by observable market data. As of March 23, 2019, these debt securities were classified as short-term investments. As of December 29, 2018, these debt securities were primarily classified as cash equivalents. Unrealized gains and losses on our investments in debt securities as of March 23, 2019 and December 29, 2018 were not material. The decrease in available-for-sale debt securities was due to maturities during the quarter.
|
(c)
|
Based on the price of index funds. These investments are classified as short-term investments and are used to manage a portion of market risk arising from our deferred compensation liability.
|
(d)
|
Based primarily on the price of our common stock.
|
(e)
|
Based on the fair value of investments corresponding to employees’ investment elections.
|
(f)
|
Based on LIBOR forward rates. As of March 23, 2019 and December 29, 2018, the carrying amount of the hedged fixed-rate debt was $4.7 billion and $7.7 billion, respectively, and classified on our balance sheet within short-term and long-term debt obligations.
|
(g)
|
Based on recently reported market transactions of spot and forward rates.
|
(h)
|
Based on quoted contract prices on futures exchange markets.
|
(i)
|
Based on recently reported market transactions of swap arrangements.
|
(j)
|
Derivative assets and liabilities are presented on a gross basis on our balance sheet. Amounts subject to enforceable master netting arrangements or similar agreements which are not offset on the balance sheet as of March 23, 2019 and December 29, 2018 were not material. Collateral received or posted against our asset or liability positions was not material. Collateral posted is classified as restricted cash. See Note 13 for further information.
|
|
12 Weeks Ended
|
||||||||||||||||||||||
|
Fair Value/Non-
designated Hedges |
|
Cash Flow and Net Investment Hedges
|
||||||||||||||||||||
|
Losses/(Gains)
Recognized in Income Statement(a) |
|
Losses/(Gains)
Recognized in Accumulated Other Comprehensive Loss |
|
Losses/(Gains)
Reclassified from Accumulated Other Comprehensive Loss into Income Statement(b) |
||||||||||||||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
|
3/23/2019
|
|
|
3/24/2018
|
|
|
3/23/2019
|
|
|
3/24/2018
|
|
||||||
Foreign exchange
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
$
|
31
|
|
|
$
|
5
|
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
Interest rate
|
(28
|
)
|
|
111
|
|
|
(7
|
)
|
|
(96
|
)
|
|
(11
|
)
|
|
(62
|
)
|
||||||
Commodity
|
(42
|
)
|
|
19
|
|
|
(4
|
)
|
|
(2
|
)
|
|
1
|
|
|
1
|
|
||||||
Net investment
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
9
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(73
|
)
|
|
$
|
118
|
|
|
$
|
10
|
|
|
$
|
(84
|
)
|
|
$
|
(15
|
)
|
|
$
|
(55
|
)
|
(a)
|
Foreign exchange derivative losses/gains are primarily included in selling, general and administrative expenses. Interest rate derivative losses/gains are primarily from fair value hedges and are included in interest expense. These losses/gains are substantially offset by decreases/increases in the value of the underlying debt, which are also included in interest expense. Commodity derivative losses/gains are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
(b)
|
Foreign exchange derivative losses/gains are included in cost of sales. Interest rate derivative losses/gains are included in interest expense. Commodity derivative losses/gains are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
|
12 Weeks Ended
|
||||||||||||
|
3/23/2019
|
|
3/24/2018
|
||||||||||
|
Income
|
|
Shares(a)
|
|
Income
|
|
Shares(a)
|
||||||
Net income attributable to PepsiCo
|
$
|
1,413
|
|
|
|
|
$
|
1,343
|
|
|
|
||
Preferred shares:
|
|
|
|
|
|
|
|
||||||
Redemption premium
|
—
|
|
|
|
|
(2
|
)
|
|
|
||||
Net income available for PepsiCo common shareholders
|
$
|
1,413
|
|
|
1,406
|
|
|
$
|
1,341
|
|
|
1,420
|
|
Basic net income attributable to PepsiCo per common share
|
$
|
1.01
|
|
|
|
|
$
|
0.94
|
|
|
|
||
Net income available for PepsiCo common shareholders
|
$
|
1,413
|
|
|
1,406
|
|
|
$
|
1,341
|
|
|
1,420
|
|
Dilutive securities:
|
|
|
|
|
|
|
|
||||||
Stock options, RSUs, PSUs, PEPunits and Other
|
—
|
|
|
7
|
|
|
—
|
|
|
10
|
|
||
Employee stock ownership plan convertible preferred stock
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||
Diluted
|
$
|
1,413
|
|
|
1,413
|
|
|
$
|
1,343
|
|
|
1,430
|
|
Diluted net income attributable to PepsiCo per common share
|
$
|
1.00
|
|
|
|
|
$
|
0.94
|
|
|
|
(a)
|
Weighted-average common shares outstanding (in millions).
|
|
12 Weeks Ended
|
||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
||
Out-of-the-money options (a)
|
1.2
|
|
|
0.1
|
|
||
Average exercise price per option
|
$
|
115.98
|
|
|
$
|
115.75
|
|
(a)
|
In millions.
|
|
Currency Translation Adjustment
|
|
Cash Flow Hedges
|
|
Pension and Retiree Medical
|
|
Available-For-Sale Securities
|
|
Other
|
|
Accumulated Other Comprehensive Loss Attributable to PepsiCo
|
||||||||||||
Balance as of December 29, 2018 (a)
|
$
|
(11,918
|
)
|
|
$
|
87
|
|
|
$
|
(3,271
|
)
|
|
$
|
2
|
|
|
$
|
(19
|
)
|
|
$
|
(15,119
|
)
|
Other comprehensive (loss)/income before reclassifications (b)
|
475
|
|
|
(20
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
439
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(15
|
)
|
|
34
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Net other comprehensive (loss)/income
|
475
|
|
|
(35
|
)
|
|
18
|
|
|
—
|
|
|
—
|
|
|
458
|
|
||||||
Tax amounts
|
(2
|
)
|
|
8
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
Balance as of March 23, 2019 (a)
|
$
|
(11,445
|
)
|
|
$
|
60
|
|
|
$
|
(3,254
|
)
|
|
$
|
2
|
|
|
$
|
(19
|
)
|
|
$
|
(14,656
|
)
|
(a)
|
Pension and retiree medical amounts are net of taxes of $1,466 million as of December 29, 2018 and $1,465 million as of March 23, 2019.
|
(b)
|
Currency translation adjustment primarily reflects appreciation of the Russian ruble, Mexican peso and Pound sterling.
|
|
Currency Translation Adjustment
|
|
Cash Flow Hedges
|
|
Pension and Retiree Medical
|
|
Available-For-Sale Securities
|
|
Other
|
|
Accumulated Other Comprehensive Loss Attributable to PepsiCo
|
||||||||||||
Balance as of December 30, 2017 (a)
|
$
|
(10,277
|
)
|
|
$
|
47
|
|
|
$
|
(2,804
|
)
|
|
$
|
(4
|
)
|
|
$
|
(19
|
)
|
|
$
|
(13,057
|
)
|
Other comprehensive (loss)/income before reclassifications (b)
|
288
|
|
|
93
|
|
|
(13
|
)
|
|
(2
|
)
|
|
—
|
|
|
366
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(55
|
)
|
|
43
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||||
Net other comprehensive (loss)/income
|
288
|
|
|
38
|
|
|
30
|
|
|
(2
|
)
|
|
—
|
|
|
354
|
|
||||||
Tax amounts
|
2
|
|
|
(10
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Balance as of March 24, 2018 (a)
|
$
|
(9,987
|
)
|
|
$
|
75
|
|
|
$
|
(2,780
|
)
|
|
$
|
(6
|
)
|
|
$
|
(19
|
)
|
|
$
|
(12,717
|
)
|
(a)
|
Pension and retiree medical amounts are net of taxes of $1,338 million as of December 30, 2017 and $1,332 million as of March 24, 2018.
|
(b)
|
Currency translation adjustment primarily reflects appreciation of the Russian ruble and Mexican peso.
|
|
|
12 Weeks Ended
|
|
|
||||||
|
|
3/23/2019
|
|
|
3/24/2018
|
|
|
Affected Line Item in the Income Statement
|
||
Cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
Cost of sales
|
Interest rate derivatives
|
|
(11
|
)
|
|
(62
|
)
|
|
Interest expense
|
||
Commodity contracts
|
|
1
|
|
|
2
|
|
|
Cost of sales
|
||
Commodity contracts
|
|
—
|
|
|
(1
|
)
|
|
Selling, general and administrative expenses
|
||
Net gains before tax
|
|
(15
|
)
|
|
(55
|
)
|
|
|
||
Tax amounts
|
|
4
|
|
|
14
|
|
|
|
||
Net gains after tax
|
|
$
|
(11
|
)
|
|
$
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
||||
Pension and retiree medical items:
|
|
|
|
|
|
|
||||
Amortization of prior service credits
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
Other pension and retiree medical benefits income
|
Amortization of net losses
|
|
36
|
|
|
47
|
|
|
Other pension and retiree medical benefits income
|
||
Net losses before tax
|
|
34
|
|
|
43
|
|
|
|
||
Tax amounts
|
|
(7
|
)
|
|
(10
|
)
|
|
|
||
Net losses after tax
|
|
$
|
27
|
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
||||
Total net losses/(gains) reclassified, net of tax
|
|
$
|
16
|
|
|
$
|
(8
|
)
|
|
|
|
3/23/2019
|
|
|
12/29/2018
|
|
||
Cash and cash equivalents
|
$
|
5,072
|
|
|
$
|
8,721
|
|
Restricted cash (a)
|
190
|
|
|
1,997
|
|
||
Restricted cash included in other assets (b)
|
43
|
|
|
51
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
5,305
|
|
|
$
|
10,769
|
|
(a)
|
Represents consideration held by our paying agent in connection with our acquisition of SodaStream.
|
(b)
|
Primarily relates to collateral posted against our derivative asset or liability positions.
|
|
12 Weeks Ended
|
||
|
3/23/2019
|
|
|
Operating lease cost (a)
|
$
|
85
|
|
Variable lease cost (b)
|
$
|
19
|
|
Short-term lease cost (c)
|
$
|
84
|
|
(a)
|
Includes right-of-use asset amortization of $74 million.
|
(b)
|
Primarily related to adjustments for inflation, common area maintenance and property tax.
|
(c)
|
Not recorded on our balance sheet.
|
|
12 Weeks Ended
|
|
|
|
3/23/2019
|
|
|
Operating cash flow information:
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
96
|
|
Non-cash activity:
|
|
||
Right-of-use assets obtained in exchange for lease obligations
|
$
|
59
|
|
|
|
Balance Sheet Classification
|
|
3/23/2019
|
|
|
Right-of-use assets
|
|
Other assets
|
|
$
|
1,416
|
|
Current lease liabilities
|
|
Accounts payable and other current liabilities
|
|
$
|
380
|
|
Non-current lease liabilities
|
|
Other liabilities
|
|
$
|
1,069
|
|
|
3/23/2019
|
|
Weighted-average remaining lease term
|
6 years
|
|
Weighted-average discount rate
|
4
|
%
|
2019 (a)
|
$
|
343
|
|
2020
|
394
|
|
|
2021
|
288
|
|
|
2022
|
207
|
|
|
2023
|
126
|
|
|
2024 and beyond
|
304
|
|
|
Total lease payments
|
1,662
|
|
|
Less: Imputed interest
|
(213
|
)
|
|
Present value of lease liabilities
|
$
|
1,449
|
|
(a)
|
Excluding the 12 weeks ended March 23, 2019.
|
2019
|
$
|
459
|
|
2020
|
406
|
|
|
2021
|
294
|
|
|
2022
|
210
|
|
|
2023
|
161
|
|
|
2024 and beyond
|
310
|
|
|
Total
|
$
|
1,840
|
|
|
2018
|
|
2017
|
||||
Rent expense
|
$
|
771
|
|
|
$
|
742
|
|
|
12 Weeks Ended
|
|||||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
|
Change
|
|||
Net revenue
|
$
|
12,884
|
|
|
$
|
12,562
|
|
|
3
|
%
|
Operating profit
|
$
|
2,008
|
|
|
$
|
1,807
|
|
|
11
|
%
|
Operating profit margin
|
15.6
|
%
|
|
14.4
|
%
|
|
1.2
|
|
|
12 Weeks Ended
|
||||||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
|
Change
|
||||
Other pension and retiree medical benefits income
|
$
|
64
|
|
|
$
|
75
|
|
|
$
|
(11
|
)
|
Net interest expense
|
$
|
(204
|
)
|
|
$
|
(225
|
)
|
|
$
|
21
|
|
Tax rate (a)
|
23.9
|
%
|
|
18.3
|
%
|
|
|
||||
Net income attributable to PepsiCo
|
$
|
1,413
|
|
|
$
|
1,343
|
|
|
5
|
%
|
|
Net income attributable to PepsiCo per common share – diluted
|
$
|
1.00
|
|
|
$
|
0.94
|
|
|
6
|
%
|
|
Mark-to-market net impact
|
(0.03
|
)
|
|
0.02
|
|
|
|
||||
Restructuring and impairment charges
|
0.02
|
|
|
0.01
|
|
|
|
||||
Inventory fair value adjustments and merger and integration charges
|
0.01
|
|
|
—
|
|
|
|
||||
Tax (benefits)/net tax expense related to the TCJ Act (a)
|
(0.02
|
)
|
|
—
|
|
|
|
||||
Net income attributable to PepsiCo per common share – diluted, excluding above items (b)
|
$
|
0.97
|
|
(c)
|
$
|
0.96
|
|
(c)
|
1
|
%
|
|
Impact of foreign exchange translation
|
|
|
|
|
2
|
|
|||||
Growth in net income attributable to PepsiCo per common share – diluted, excluding above items, on a constant currency basis (b)
|
|
|
|
|
3
|
%
|
(a)
|
See Note 5 to our condensed consolidated financial statements.
|
(b)
|
See “Non-GAAP Measures.”
|
(c)
|
Does not sum due to rounding.
|
•
|
cost of sales, gross profit, selling, general and administrative expenses, other pension and retiree medical benefits income and provision for income taxes, each adjusted for items affecting comparability;
|
•
|
operating profit, adjusted for items affecting comparability, and net income attributable to PepsiCo per common share – diluted, adjusted for items affecting comparability, and the corresponding constant currency growth rates;
|
•
|
organic revenue growth; and
|
•
|
free cash flow.
|
|
12 Weeks Ended 3/23/2019
|
||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
Provision for income taxes(a)
|
|
Net income attributable to PepsiCo
|
||||||||||||||
Reported, GAAP Measure
|
$
|
5,688
|
|
|
$
|
7,196
|
|
|
$
|
5,188
|
|
|
$
|
2,008
|
|
|
$
|
64
|
|
|
$
|
446
|
|
|
$
|
1,413
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mark-to-market net impact
|
19
|
|
|
(19
|
)
|
|
41
|
|
|
(60
|
)
|
|
—
|
|
|
(14
|
)
|
|
(46
|
)
|
|||||||
Restructuring and impairment charges
|
(8
|
)
|
|
8
|
|
|
(23
|
)
|
|
31
|
|
|
(5
|
)
|
|
3
|
|
|
23
|
|
|||||||
Inventory fair value adjustments and merger and integration charges
|
(14
|
)
|
|
14
|
|
|
(1
|
)
|
|
15
|
|
|
—
|
|
|
2
|
|
|
13
|
|
|||||||
Tax benefits related to the TCJ Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
(29
|
)
|
|||||||
Core, Non-GAAP Measure
|
$
|
5,685
|
|
|
$
|
7,199
|
|
|
$
|
5,205
|
|
|
$
|
1,994
|
|
|
$
|
59
|
|
|
$
|
466
|
|
|
$
|
1,374
|
|
|
12 Weeks Ended 3/24/2018
|
||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
Provision for income taxes(a)
|
|
Net income attributable to PepsiCo
|
||||||||||||||
Reported, GAAP Measure
|
$
|
5,655
|
|
|
$
|
6,907
|
|
|
$
|
5,100
|
|
|
$
|
1,807
|
|
|
$
|
75
|
|
|
$
|
304
|
|
|
$
|
1,343
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mark-to-market net impact
|
(27
|
)
|
|
27
|
|
|
(4
|
)
|
|
31
|
|
|
—
|
|
|
7
|
|
|
24
|
|
|||||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
|
4
|
|
|
1
|
|
|
11
|
|
|||||||
Provisional net tax expense related to the TCJ Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||||||
Core, Non-GAAP Measure
|
$
|
5,628
|
|
|
$
|
6,934
|
|
|
$
|
5,088
|
|
|
$
|
1,846
|
|
|
$
|
79
|
|
|
$
|
311
|
|
|
$
|
1,379
|
|
(a)
|
Provision for income taxes is the expected tax benefit/charge on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction.
|
|
FLNA
|
|
QFNA
|
|
PBNA
|
|
LatAm
|
|
ESSA
|
|
AMENA
|
|
Corporate
|
|||||||
Expected pre-tax charges
|
10
|
%
|
|
3
|
%
|
|
35
|
%
|
|
12
|
%
|
|
25
|
%
|
|
13
|
%
|
|
2
|
%
|
|
12 Weeks Ended March 23, 2019
|
|||||||||||||||
|
|
|
Impact of
|
|
|
Impact of
|
||||||||||
|
Reported
% Change, GAAP Measure
|
|
Foreign exchange translation
|
|
Acquisitions and divestitures
|
|
Organic
% Change, Non-GAAP Measure(a)
|
|
Volume(b)
|
|
Effective net pricing
|
|||||
FLNA
|
5.5
|
%
|
|
—
|
|
—
|
|
|
6
|
%
|
|
2
|
|
|
3
|
|
QFNA
|
(1
|
)%
|
|
0.5
|
|
(1
|
)
|
|
(1
|
)%
|
|
(1
|
)
|
|
—
|
|
PBNA
|
2
|
%
|
|
—
|
|
—
|
|
|
2.5
|
%
|
|
(2
|
)
|
|
4
|
|
LatAm
|
1
|
%
|
|
8
|
|
—
|
|
|
10
|
%
|
|
—
|
|
|
10
|
|
ESSA
|
1.5
|
%
|
|
12
|
|
(6
|
)
|
|
8
|
%
|
|
1
|
|
|
6
|
|
AMENA
|
(1
|
)%
|
|
5
|
|
5
|
|
|
10
|
%
|
|
6
|
|
|
3
|
|
Total
|
3
|
%
|
|
3
|
|
—
|
|
|
5
|
%
|
|
1
|
|
|
4.5
|
|
(a)
|
Amounts may not sum due to rounding.
|
(b)
|
Excludes the impact of acquisitions and divestitures. In certain instances, volume growth varies from the amounts disclosed in the following divisional discussions due to nonconsolidated joint venture volume, and, for our beverage businesses, temporary timing differences between BCS and CSE, as well as the mix of beverage volume sold by our Company-owned and franchise-owned bottlers. Our net revenue excludes nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, is based on CSE.
|
|
12 Weeks Ended 3/23/2019
|
||||||||||||||||||
|
|
|
Items Affecting Comparability(a)
|
|
|
||||||||||||||
|
Reported, GAAP Measure
|
|
Mark-to-market
net impact
|
|
Restructuring and impairment charges
|
|
Inventory fair value adjustments and
merger and integration charges
|
|
Core,
Non-GAAP Measure
|
||||||||||
FLNA
|
$
|
1,159
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,159
|
|
QFNA
|
138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|||||
PBNA
|
389
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
395
|
|
|||||
LatAm
|
230
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|||||
ESSA
|
125
|
|
|
—
|
|
|
6
|
|
|
15
|
|
|
146
|
|
|||||
AMENA
|
201
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
212
|
|
|||||
Corporate unallocated expenses
|
(234
|
)
|
|
(60
|
)
|
|
8
|
|
|
—
|
|
|
(286
|
)
|
|||||
Total
|
$
|
2,008
|
|
|
$
|
(60
|
)
|
|
$
|
31
|
|
|
$
|
15
|
|
|
$
|
1,994
|
|
|
12 Weeks Ended 3/24/2018
|
||||||||||||||
|
|
|
Items Affecting Comparability(a)
|
|
|
||||||||||
|
Reported, GAAP Measure
|
|
Mark-to-market
net impact
|
|
Restructuring and impairment charges
|
|
Core,
Non-GAAP Measure
|
||||||||
FLNA
|
$
|
1,050
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,050
|
|
QFNA
|
155
|
|
|
—
|
|
|
—
|
|
|
155
|
|
||||
PBNA
|
388
|
|
|
—
|
|
|
2
|
|
|
390
|
|
||||
LatAm
|
189
|
|
|
—
|
|
|
9
|
|
|
198
|
|
||||
ESSA
|
118
|
|
|
—
|
|
|
4
|
|
|
122
|
|
||||
AMENA
|
187
|
|
|
—
|
|
|
2
|
|
|
189
|
|
||||
Corporate unallocated expenses
|
(280
|
)
|
|
31
|
|
|
(9
|
)
|
|
(258
|
)
|
||||
Total
|
$
|
1,807
|
|
|
$
|
31
|
|
|
$
|
8
|
|
|
$
|
1,846
|
|
(a)
|
See “Items Affecting Comparability.”
|
|
12 Weeks Ended 3/23/2019
|
|||||||||||||||||
|
|
|
Impact of Items Affecting Comparability(a)
|
|
|
|
Impact of
|
|
|
|||||||||
|
Reported % Change, GAAP Measure
|
|
Mark-to-market net impact
|
|
Restructuring and
impairment charges |
|
Inventory fair value adjustments and
merger and integration charges
|
|
Core
% Change, Non-GAAP Measure(b)
|
|
Foreign exchange
translation
|
|
Core Constant Currency
% Change, Non-GAAP Measure(b)
|
|||||
FLNA
|
10
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
10
|
%
|
|
—
|
|
11
|
%
|
QFNA
|
(11
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|
(11
|
)%
|
|
—
|
|
(11
|
)%
|
PBNA
|
—
|
%
|
|
—
|
|
|
1
|
|
|
—
|
|
1
|
%
|
|
—
|
|
1
|
%
|
LatAm
|
21
|
%
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
16
|
%
|
|
5
|
|
21
|
%
|
ESSA
|
6
|
%
|
|
—
|
|
|
1
|
|
|
12
|
|
19
|
%
|
|
14
|
|
33
|
%
|
AMENA
|
8
|
%
|
|
—
|
|
|
4.5
|
|
|
—
|
|
12
|
%
|
|
4.5
|
|
17
|
%
|
Corporate unallocated expenses
|
(16
|
)%
|
|
34
|
|
|
(6
|
)
|
|
—
|
|
11
|
%
|
|
—
|
|
11
|
%
|
Total
|
11
|
%
|
|
(5
|
)
|
|
1
|
|
|
1
|
|
8
|
%
|
|
2
|
|
10
|
%
|
(a)
|
See “Items Affecting Comparability.”
|
(b)
|
Amounts may not sum due to rounding.
|
|
12 Weeks Ended
|
||||||
|
3/23/2019
|
|
|
3/24/2018
|
|
||
Net cash used for operating activities
|
$
|
(345
|
)
|
|
$
|
(1,309
|
)
|
Capital spending
|
(442
|
)
|
|
(352
|
)
|
||
Sales of property, plant and equipment
|
2
|
|
|
9
|
|
||
Free cash flow
|
$
|
(785
|
)
|
|
$
|
(1,652
|
)
|
Period
|
|
Total
Number of
Shares
Repurchased(a)
|
|
Average Price
Paid Per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares That May
Yet Be
Purchased
Under the Plans
or Programs(b)
|
||||||
12/29/2018
|
|
|
|
|
|
|
|
$
|
14,084
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
12/30/2018 - 1/26/2019
|
|
3.1
|
|
|
$
|
108.89
|
|
|
3.1
|
|
|
(338
|
)
|
|
|
|
|
|
|
|
|
|
13,746
|
|
|||||
1/27/2019 - 2/23/2019
|
|
2.4
|
|
|
$
|
111.94
|
|
|
2.4
|
|
|
(273
|
)
|
|
|
|
|
|
|
|
|
|
13,473
|
|
|||||
2/24/2019 - 3/23/2019
|
|
3.1
|
|
|
$
|
116.57
|
|
|
3.1
|
|
|
(360
|
)
|
|
Total
|
|
8.6
|
|
|
$
|
112.50
|
|
|
8.6
|
|
|
$
|
13,113
|
|
(a)
|
All shares were repurchased in open market transactions pursuant to publicly announced repurchase programs.
|
(b)
|
Represents shares authorized for repurchase under the $15 billion share repurchase program authorized by our Board of Directors and publicly announced on February 13, 2018, which commenced on July 1, 2018 and will expire on June 30, 2021. Such shares may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.
|
EXHIBIT
|
|
Exhibit 101
|
The following materials from PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 23, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Statement of Cash Flows, (iv) the Condensed Consolidated Balance Sheet, (v) the Condensed Consolidated Statement of Equity, and (vi) Notes to the Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
PepsiCo, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
April 17, 2019
|
/s/ Marie T. Gallagher
|
|
|
|
Marie T. Gallagher
|
|
|
|
Senior Vice President and Controller
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
Date:
|
April 17, 2019
|
/s/ David Yawman
|
|
|
|
David Yawman
|
|
|
|
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary
|
|
|
|
(Duly Authorized Officer)
|
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-216082
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-197640
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-177307
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-154314
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-133735
|
•
|
PepsiAmericas, Inc. 2000 Stock Incentive Plan, 333-165176
|
•
|
PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan and PBG Stock Incentive Plan, 333-165177
|
•
|
The PepsiCo Savings Plan, 333-76204, 333-76196, 333-150867 and 333-150868
|
•
|
PepsiCo, Inc. 2007 Long-Term Incentive Plan, 333-142811 and 333-166740
|
•
|
PepsiCo, Inc. 2003 Long-Term Incentive Plan, 333-109509
|
•
|
PepsiCo SharePower Stock Option Plan, 33-29037, 33-35602, 33-42058, 33-51496, 33-54731, 33-66150 and 333-109513
|
•
|
Director Stock Plan, 33-22970 and 333-110030
|
•
|
1979 Incentive Plan and the 1987 Incentive Plan, 33-19539
|
•
|
1994 Long-Term Incentive Plan, 33-54733
|
•
|
PepsiCo, Inc. 1995 Stock Option Incentive Plan, 33-61731, 333-09363 and 333-109514
|
•
|
1979 Incentive Plan, 2-65410
|
•
|
PepsiCo, Inc. Long Term Savings Program, 2-82645, 33-51514 and 33-60965
|
•
|
PepsiCo 401(k) Plan, 333-89265
|
•
|
Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates (Teamster Local Union #173) and the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates, 333-65992
|
•
|
The Quaker Long Term Incentive Plan of 1990, The Quaker Long Term Incentive Plan of 1999 and The Quaker Oats Company Stock Option Plan for Outside Directors, 333-66632
|
•
|
The Quaker 401(k) Plan for Salaried Employees and The Quaker 401(k) Plan for Hourly Employees, 333-66634
|
•
|
The PepsiCo Share Award Plan, 333-87526
|
•
|
PBG 401(k) Savings Program, PBG 401(k) Program, PepsiAmericas, Inc. Salaried 401(k) Plan and PepsiAmericas, Inc. Hourly 401(k) Plan, 333-165106
|
•
|
PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, PBG Directors’ Stock Plan, PBG Stock Incentive Plan and PepsiAmericas, Inc. 2000 Stock Incentive Plan, 333-165107
|
1.
|
I have reviewed this quarterly report on Form 10-Q of PepsiCo, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 17, 2019
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/s/ Ramon L. Laguarta
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Ramon L. Laguarta
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|
Chairman of the Board of Directors and
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of PepsiCo, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 17, 2019
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/s/ Hugh F. Johnston
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|
Hugh F. Johnston
|
|
Chief Financial Officer
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1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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Date: April 17, 2019
|
/s/ Ramon L. Laguarta
|
|
Ramon L. Laguarta
|
|
Chairman of the Board of Directors and
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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Date: April 17, 2019
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/s/ Hugh F. Johnston
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|
Hugh F. Johnston
|
|
Chief Financial Officer
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