10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 5, 2015 (36 weeks)
OR
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-1183
(Exact Name of Registrant as Specified in its Charter)
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North Carolina | | 13-1584302 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
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700 Anderson Hill Road, Purchase, New York | | 10577 |
(Address of Principal Executive Offices) | | (Zip Code) |
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914-253-2000 |
(Registrant’s Telephone Number, Including Area Code) |
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES X NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer X | | Accelerated filer |
Non-accelerated filer (Do not check if a smaller reporting company) | | Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES NO X
Number of shares of Common Stock outstanding as of September 30, 2015 was 1,456,850,777.
PepsiCo, Inc. and Subsidiaries
Table of Contents
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Part I Financial Information | Page No. |
Item 1. | Condensed Consolidated Financial Statements | |
| | |
| Condensed Consolidated Statement of Comprehensive Income – 12 and 36 Weeks Ended September 5, 2015 and September 6, 2014 | |
| Condensed Consolidated Statement of Cash Flows – 36 Weeks Ended September 5, 2015 and September 6, 2014 | |
| Condensed Consolidated Balance Sheet – September 5, 2015 and December 27, 2014 | |
| Condensed Consolidated Statement of Equity – 36 Weeks Ended September 5, 2015 and September 6, 2014 | |
| | |
Item 2. | | |
Report of Independent Registered Public Accounting Firm | |
Item 3. | | |
Item 4. | | |
Part II Other Information | |
Item 1. | | |
Item 1A. | | |
Item 2. | | |
Item 5. | Other Information | |
Item 6. | | |
PART I FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements.
Condensed Consolidated Statement of Income
PepsiCo, Inc. and Subsidiaries
(in millions except per share amounts, unaudited)
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| | | | | | | | | | | | | | | |
| 12 Weeks Ended | | 36 Weeks Ended |
| 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
|
Net Revenue | $ | 16,331 |
| | $ | 17,218 |
| | $ | 44,471 |
| | $ | 46,735 |
|
Cost of sales | 7,395 |
| | 7,995 |
| | 20,004 |
| | 21,520 |
|
Gross profit | 8,936 |
| | 9,223 |
| | 24,467 |
| | 25,215 |
|
Selling, general and administrative expenses | 6,143 |
| | 6,354 |
| | 16,942 |
| | 17,600 |
|
Venezuela impairment charges | 1,359 |
| | — |
| | 1,359 |
| | — |
|
Amortization of intangible assets | 18 |
| | 22 |
| | 53 |
| | 65 |
|
Operating Profit | 1,416 |
| | 2,847 |
| | 6,113 |
| | 7,550 |
|
Interest expense | (225 | ) | | (215 | ) | | (653 | ) | | (625 | ) |
Interest income and other | 2 |
| | 23 |
| | 31 |
| | 51 |
|
Income before income taxes | 1,193 |
| | 2,655 |
| | 5,491 |
| | 6,976 |
|
Provision for income taxes | 650 |
| | 637 |
| | 1,723 |
| | 1,744 |
|
Net income | 543 |
| | 2,018 |
| | 3,768 |
| | 5,232 |
|
Less: Net income attributable to noncontrolling interests | 10 |
| | 10 |
| | 34 |
| | 30 |
|
Net Income Attributable to PepsiCo | $ | 533 |
| | $ | 2,008 |
| | $ | 3,734 |
| | $ | 5,202 |
|
Net Income Attributable to PepsiCo per Common Share | | | | | | | |
Basic | $ | 0.36 |
| | $ | 1.33 |
| | $ | 2.53 |
| | $ | 3.43 |
|
Diluted | $ | 0.36 |
| | $ | 1.32 |
| | $ | 2.50 |
| | $ | 3.40 |
|
Weighted-average common shares outstanding | | | | | | | |
Basic | 1,467 |
| | 1,507 |
| | 1,475 |
| | 1,515 |
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Diluted | 1,483 |
| | 1,525 |
| | 1,492 |
| | 1,532 |
|
Cash dividends declared per common share | $ | 0.7025 |
| | $ | 0.655 |
| | $ | 2.06 |
| | $ | 1.8775 |
|
See accompanying notes to the condensed consolidated financial statements.
Condensed Consolidated Statement of Comprehensive Income
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 Weeks Ended 9/5/2015 | | 36 Weeks Ended 9/5/2015 |
| Pre-tax amounts |
| Tax amounts |
| After-tax amounts | | Pre-tax amounts | | Tax amounts | | After-tax amounts |
Net income |
|
| |
|
| | $ | 543 |
| | | | | | $ | 3,768 |
|
Other Comprehensive Loss | | | | | | | | | | | |
Currency translation: | | | | | | | | | | | |
Currency translation adjustment | $ | (1,600 | ) | | $ | — |
| | (1,600 | ) | | $ | (2,107 | ) | | $ | — |
| | (2,107 | ) |
Reclassification associated with Venezuelan entities | 111 |
| | — |
| | 111 |
| | 111 |
| | — |
| | 111 |
|
Cash flow hedges: | | | | | | | | | | | |
Reclassification of net losses to net income | 6 |
| | (3 | ) | | 3 |
| | 88 |
| | (40 | ) | | 48 |
|
Net derivative gains/(losses) | 13 |
| | (1 | ) | | 12 |
| | (94 | ) | | 43 |
| | (51 | ) |
Pension and retiree medical: | | | | | | | | | | | |
Reclassification of net losses to net income | 58 |
| | (18 | ) | | 40 |
| | 167 |
| | (53 | ) | | 114 |
|
Reclassification associated with Venezuelan entities | 20 |
| | (4 | ) | | 16 |
| | 20 |
| | (4 | ) | | 16 |
|
Remeasurement of net liabilities and translation | 16 |
| | (5 | ) | | 11 |
| | 31 |
| | (7 | ) | | 24 |
|
Unrealized losses on securities | (11 | ) | | 5 |
| | (6 | ) | | (2 | ) | | 1 |
| | (1 | ) |
Total Other Comprehensive Loss | $ | (1,387 | ) | | $ | (26 | ) | | (1,413 | ) | | $ | (1,786 | ) | | $ | (60 | ) | | (1,846 | ) |
Comprehensive (loss)/income | | | | | (870 | ) | | | | | | 1,922 |
|
Comprehensive income attributable to noncontrolling interests | | | | | (10 | ) | | | | | | (33 | ) |
Comprehensive (Loss)/Income Attributable to PepsiCo | | | | | $ | (880 | ) | | | | | | $ | 1,889 |
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| | | | | | | | | | | | | | | | | | | | | | | |
| 12 Weeks Ended 9/6/2014 | | 36 Weeks Ended 9/6/2014 |
| Pre-tax amounts | | Tax amounts | | After-tax amounts | | Pre-tax amounts | | Tax amounts | | After-tax amounts |
Net income | | | | | $ | 2,018 |
| | | | | | $ | 5,232 |
|
Other Comprehensive Loss | | | | | | | | | | | |
Currency translation adjustment | $ | (737 | ) | | $ | — |
| | (737 | ) | | $ | (1,151 | ) | | $ | — |
| | (1,151 | ) |
Cash flow hedges: | | | | | | | | | | | |
Reclassification of net losses to net income | 109 |
| | (37 | ) | | 72 |
| | 130 |
| | (46 | ) | | 84 |
|
Net derivative losses | (42 | ) | | 16 |
| | (26 | ) | | (67 | ) | | 23 |
| | (44 | ) |
Pension and retiree medical: | | | | | | | | | | | |
Reclassification of net losses to net income | 55 |
| | (18 | ) | | 37 |
| | 156 |
| | (51 | ) | | 105 |
|
Remeasurement of net liabilities and translation | (10 | ) | | 5 |
| | (5 | ) | | (20 | ) | | 8 |
| | (12 | ) |
Unrealized losses on securities | (13 | ) | | 7 |
| | (6 | ) | | (2 | ) | | 1 |
| | (1 | ) |
Total Other Comprehensive Loss | $ | (638 | ) | | $ | (27 | ) | | (665 | ) | | $ | (954 | ) | | $ | (65 | ) | | (1,019 | ) |
Comprehensive income | | | | | 1,353 |
| | | | | | 4,213 |
|
Comprehensive income attributable to noncontrolling interests | | | | | (10 | ) | | | | | | (30 | ) |
Comprehensive Income Attributable to PepsiCo | | | | | $ | 1,343 |
| | | | | | $ | 4,183 |
|
See accompanying notes to the condensed consolidated financial statements.
Condensed Consolidated Statement of Cash Flows PepsiCo, Inc. and Subsidiaries (in millions, unaudited) |
| | | | | | | |
| 36 Weeks Ended |
| 9/5/2015 |
| | 9/6/2014 |
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Operating Activities | | | |
Net income | $ | 3,768 |
| | $ | 5,232 |
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Depreciation and amortization | 1,644 |
| | 1,794 |
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Stock-based compensation expense | 208 |
| | 207 |
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Restructuring and impairment charges | 113 |
| | 258 |
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Cash payments for restructuring charges | (149 | ) | | (169 | ) |
Charge related to the transaction with Tingyi (Cayman Islands) Holding Corp. (Tingyi)
| 73 |
| | — |
|
Venezuela impairment charges | 1,359 |
| | — |
|
Excess tax benefits from share-based payment arrangements | (85 | ) | | (86 | ) |
Pension and retiree medical plan expenses | 326 |
| | 368 |
|
Pension and retiree medical plan contributions | (165 | ) | | (196 | ) |
Deferred income taxes and other tax charges and credits | 186 |
| | (8 | ) |
Change in assets and liabilities: | | | |
Accounts and notes receivable | (1,553 | ) | | (1,582 | ) |
Inventories | (574 | ) | | (481 | ) |
Prepaid expenses and other current assets | (157 | ) | | (18 | ) |
Accounts payable and other current liabilities | 1,014 |
| | 537 |
|
Income taxes payable | 1,002 |
| | 1,115 |
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Other, net | (235 | ) | | (278 | ) |
Net Cash Provided by Operating Activities | 6,775 |
| | 6,693 |
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| | | |
Investing Activities | | | |
Capital spending | (1,463 | ) | | (1,540 | ) |
Sales of property, plant and equipment | 63 |
| | 60 |
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Acquisitions and investments in noncontrolled affiliates | (24 | ) | | (81 | ) |
Reduction of cash due to Venezuela deconsolidation | (568 | ) | | — |
|
Divestitures | 75 |
| | 186 |
|
Short-term investments, by original maturity: | | | |
More than three months - purchases | (2,391 | ) | | (5,423 | ) |
More than three months - maturities | 3,005 |
| | — |
|
Three months or less, net | — |
| | 117 |
|
Other investing, net | (3 | ) | | 3 |
|
Net Cash Used for Investing Activities | (1,306 | ) | | (6,678 | ) |
(Continued on following page)
Condensed Consolidated Statement of Cash Flows (continued) PepsiCo, Inc. and Subsidiaries (in millions, unaudited) |
| | | | | | | |
| 36 Weeks Ended |
| 9/5/2015 |
| | 9/6/2014 |
|
Financing Activities | | | |
Proceeds from issuances of long-term debt | $ | 5,719 |
| | $ | 3,364 |
|
Payments of long-term debt | (4,066 | ) | | (2,186 | ) |
Short-term borrowings, by original maturity: | | | |
More than three months - proceeds | 13 |
| | 32 |
|
More than three months - payments | (31 | ) | | (10 | ) |
Three months or less, net | 1,431 |
| | 2,117 |
|
Cash dividends paid | (3,008 | ) | | (2,745 | ) |
Share repurchases - common | (3,199 | ) | | (3,207 | ) |
Share repurchases - preferred | (3 | ) | | (7 | ) |
Proceeds from exercises of stock options | 327 |
| | 561 |
|
Excess tax benefits from share-based payment arrangements | 85 |
| | 86 |
|
Other financing | (26 | ) | | (32 | ) |
Net Cash Used for Financing Activities | (2,758 | ) | | (2,027 | ) |
Effect of exchange rate changes on cash and cash equivalents | (147 | ) | | (81 | ) |
Net Increase/(Decrease) in Cash and Cash Equivalents | 2,564 |
| | (2,093 | ) |
Cash and Cash Equivalents, Beginning of Year | 6,134 |
| | 9,375 |
|
Cash and Cash Equivalents, End of Period | $ | 8,698 |
| | $ | 7,282 |
|
See accompanying notes to the condensed consolidated financial statements.
Condensed Consolidated Balance Sheet PepsiCo, Inc. and Subsidiaries (in millions) |
| | | | | | | |
| (Unaudited)
| | |
| 9/5/2015 |
| | 12/27/2014 |
|
Assets | | | |
Current Assets | | | |
Cash and cash equivalents | $ | 8,698 |
| | $ | 6,134 |
|
Short-term investments | 1,981 |
| | 2,592 |
|
Accounts and notes receivable, less allowance: 9/15 - $140 and 12/14 - $137 | 7,666 |
| | 6,651 |
|
Inventories: | | | |
Raw materials | 1,410 |
| | 1,593 |
|
Work-in-process | 279 |
| | 173 |
|
Finished goods | 1,435 |
| | 1,377 |
|
| 3,124 |
| | 3,143 |
|
Prepaid expenses and other current assets | 1,345 |
| | 2,143 |
|
Total Current Assets | 22,814 |
| | 20,663 |
|
Property, Plant and Equipment | 35,390 |
| | 36,300 |
|
Accumulated Depreciation | (19,259 | ) | | (19,056 | ) |
| 16,131 |
| | 17,244 |
|
Amortizable Intangible Assets, net | 1,312 |
| | 1,449 |
|
Goodwill | 14,407 |
| | 14,965 |
|
Other Nonamortizable Intangible Assets | 12,081 |
| | 12,639 |
|
Nonamortizable Intangible Assets | 26,488 |
| | 27,604 |
|
Investments in Noncontrolled Affiliates | 2,285 |
| | 2,689 |
|
Other Assets | 872 |
| | 860 |
|
Total Assets | $ | 69,902 |
| | $ | 70,509 |
|
(Continued on following page)
Condensed Consolidated Balance Sheet (continued) PepsiCo, Inc. and Subsidiaries (in millions except per share amounts) |
| | | | | | | |
| (Unaudited)
| | |
| 9/5/2015 |
| | 12/27/2014 |
|
Liabilities and Equity | | | |
Current Liabilities | | | |
Short-term obligations | $ | 5,525 |
| | $ | 5,076 |
|
Accounts payable and other current liabilities | 13,546 |
| | 13,016 |
|
Total Current Liabilities | 19,071 |
| | 18,092 |
|
Long-term Debt Obligations | 26,318 |
| | 23,821 |
|
Other Liabilities | 5,915 |
| | 5,744 |
|
Deferred Income Taxes | 5,019 |
| | 5,304 |
|
Total Liabilities | 56,323 |
| | 52,961 |
|
Commitments and Contingencies | | | |
Preferred Stock, no par value | 41 |
| | 41 |
|
Repurchased Preferred Stock | (184 | ) | | (181 | ) |
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: 1,462 and 1,488 shares, respectively) | 24 |
| | 25 |
|
Capital in excess of par value | 4,021 |
| | 4,115 |
|
Retained earnings | 49,767 |
| | 49,092 |
|
Accumulated other comprehensive loss | (12,514 | ) | | (10,669 | ) |
Repurchased common stock, in excess of par value (404 and 378 shares, respectively) | (27,694 | ) | | (24,985 | ) |
Total PepsiCo Common Shareholders’ Equity | 13,604 |
| | 17,578 |
|
Noncontrolling interests | 118 |
| | 110 |
|
Total Equity | 13,579 |
| | 17,548 |
|
Total Liabilities and Equity | $ | 69,902 |
| | $ | 70,509 |
|
See accompanying notes to the condensed consolidated financial statements.
Condensed Consolidated Statement of Equity
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
|
| | | | | | | | | | | | | |
| 36 Weeks Ended |
| 9/5/2015 | | 9/6/2014 |
| Shares | | Amount | | Shares | | Amount |
Preferred Stock | 0.8 |
| | $ | 41 |
| | 0.8 |
| | $ | 41 |
|
Repurchased Preferred Stock | | | | | | | |
Balance, beginning of year | (0.7 | ) | | (181 | ) | | (0.6 | ) | | (171 | ) |
Redemptions | — |
| | (3 | ) | | — |
| | (7 | ) |
Balance, end of period | (0.7 | ) | | (184 | ) | | (0.6 | ) | | (178 | ) |
Common Stock | | | | | | | |
Balance, beginning of year | 1,488 |
| | 25 |
| | 1,529 |
| | 25 |
|
Repurchased common stock | (26 | ) | | (1 | ) | | (26 | ) | | — |
|
Balance, end of period | 1,462 |
| | 24 |
| | 1,503 |
| | 25 |
|
Capital in Excess of Par Value | | | | | | | |
Balance, beginning of year | | | 4,115 |
| | | | 4,095 |
|
Stock-based compensation expense | | | 208 |
| | | | 207 |
|
Stock option exercises, RSUs, PSUs and PEPunits converted (a) | | | (175 | ) | | | | (200 | ) |
Withholding tax on RSUs and PSUs converted | | | (125 | ) | | | | (89 | ) |
Other | | | (2 | ) | | | | 15 |
|
Balance, end of period | | | 4,021 |
| | | | 4,028 |
|
Retained Earnings | | | | | | | |
Balance, beginning of year | | | 49,092 |
| | | | 46,420 |
|
Net income attributable to PepsiCo | | | 3,734 |
| | | | 5,202 |
|
Cash dividends declared – common | | | (3,034 | ) | | | | (2,839 | ) |
Cash dividends declared – preferred | | | (1 | ) | | | | — |
|
Cash dividends declared – RSUs and PSUs | | | (24 | ) | | | | (19 | ) |
Balance, end of period | | | 49,767 |
| | | | 48,764 |
|
Accumulated Other Comprehensive Loss | | | | | | | |
Balance, beginning of year | | | (10,669 | ) | | | | (5,127 | ) |
Currency translation: | | | | | | | |
Currency translation adjustment | | | (2,106 | ) | | | | (1,151 | ) |
Reclassification associated with Venezuelan entities | | | 111 |
| | | | — |
|
Cash flow hedges, net of tax: | | | | | | | |
Reclassification of net losses to net income | | | 48 |
| | | | 84 |
|
Net derivative losses | | | (51 | ) | | | | (44 | ) |
Pension and retiree medical, net of tax: | | | | | | | |
Reclassification of net losses to net income | | | 114 |
| | | | 105 |
|
Reclassification associated with Venezuelan entities | | | 16 |
| | | | — |
|
Remeasurement of net liabilities and translation | | | 24 |
| | | | (12 | ) |
Unrealized losses on securities, net of tax | | | (1 | ) | | | | (1 | ) |
Balance, end of period | | | (12,514 | ) | | | | (6,146 | ) |
Repurchased Common Stock | | | | | | | |
Balance, beginning of year | (378 | ) | | (24,985 | ) | | (337 | ) | | (21,004 | ) |
Share repurchases | (34 | ) | | (3,273 | ) | | (38 | ) | | (3,264 | ) |
Stock option exercises | 5 |
| | 382 |
| | 10 |
| | 643 |
|
Other | 3 |
| | 182 |
| | 2 |
| | 162 |
|
Balance, end of period | (404 | ) | | (27,694 | ) | | (363 | ) | | (23,463 | ) |
Total PepsiCo Common Shareholders’ Equity | | | 13,604 |
| | | | 23,208 |
|
Noncontrolling Interests | | | | | | | |
Balance, beginning of year | | | 110 |
| | | | 110 |
|
Net income attributable to noncontrolling interests | | | 34 |
| | | | 30 |
|
Distributions to noncontrolling interests | | | (23 | ) | | | | (23 | ) |
Currency translation adjustment | | | (1 | ) | | | | — |
|
Other, net | | | (2 | ) | | | | (1 | ) |
Balance, end of period | | | 118 |
| | | | 116 |
|
Total Equity | | | $ | 13,579 |
| | | | $ | 23,187 |
|
| |
(a) | Includes total tax benefits of $59 million in 2015 and $45 million in 2014. |
See accompanying notes to the condensed consolidated financial statements.
Notes to the Condensed Consolidated Financial Statements
Note 1 - Basis of Presentation and Our Divisions
Basis of Presentation
When used in this report, the terms “we,” “us,” “our,” “PepsiCo” and the “Company” mean PepsiCo, Inc. and its consolidated subsidiaries, collectively.
Our Condensed Consolidated Balance Sheet as of September 5, 2015 and Condensed Consolidated Statements of Income and Comprehensive Income for the 12 and 36 weeks ended September 5, 2015 and September 6, 2014, and the Condensed Consolidated Statements of Cash Flows and Equity for the 36 weeks ended September 5, 2015 and September 6, 2014 have not been audited. These statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the fiscal year ended December 27, 2014, except as set forth in the following paragraph. In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation. The results for the 12 and 36 weeks are not necessarily indicative of the results expected for the full year.
Prior to the end of the third quarter of 2015, the financial position and results of operations of our Venezuelan snack and beverage businesses were included in our Condensed Consolidated Financial Statements. Effective as of the end of the third quarter of 2015, we do not meet the accounting criteria for control over our wholly-owned Venezuelan subsidiaries, and therefore we deconsolidated our Venezuelan subsidiaries from our Condensed Consolidated Financial Statements. See “Venezuela” below, and further unaudited information in “Our Business Risks” and “Our Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
While our results in the United States and Canada (North America) are reported on a 12-week basis, most of our international operations report on a monthly calendar basis for which the months of June, July and August are reflected in our third quarter results.
Our significant interim accounting policies include the recognition of a pro rata share of certain estimated annual sales incentives and certain advertising and marketing costs in proportion to revenue or volume, as applicable, and the recognition of income taxes using an estimated annual effective tax rate. Raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, inspection costs and raw material handling facilities, are included in cost of sales. The costs of moving, storing and delivering finished product are included in selling, general and administrative expenses.
The following information is unaudited. Tabular dollars are in millions, except per share amounts. All per share amounts reflect common per share amounts, assume dilution unless otherwise noted, and are based on unrounded amounts. This report should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 27, 2014.
Our Divisions
As previously disclosed, effective beginning with our third quarter of 2015, we realigned certain of our reportable segments to be consistent with certain changes to our organizational structure and how the Chief Executive Officer monitors the performance of these segments. Our historical segment reporting has been retrospectively revised to reflect our current organizational structure.
We are organized into six reportable segments (also referred to as divisions), as follows:
| |
1) | Frito-Lay North America (FLNA); |
| |
2) | Quaker Foods North America (QFNA); |
| |
3) | North America Beverages (NAB), which includes all of our beverage businesses in North America; |
| |
4) | Latin America, 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, Middle East and North Africa. |
Net revenue and operating profit of each division are as follows: |
| | | | | | | | | | | | | | | |
| 12 Weeks Ended | | 36 Weeks Ended |
Net Revenue | 9/5/2015 |
|
| 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
|
FLNA | $ | 3,555 |
| | $ | 3,526 |
| | $ | 10,326 |
| | $ | 10,132 |
|
QFNA | 583 |
| | 586 |
| | 1,768 |
| | 1,784 |
|
NAB | 5,360 |
| | 5,148 |
| | 14,771 |
| | 14,435 |
|
Latin America | 2,283 |
| | 2,413 |
| | 5,921 |
| | 6,293 |
|
ESSA | 2,918 |
| | 3,794 |
| | 7,227 |
| | 9,460 |
|
AMENA | 1,632 |
| | 1,751 |
| | 4,458 |
| | 4,631 |
|
Total division | $ | 16,331 |
| | $ | 17,218 |
| | $ | 44,471 |
| | $ | 46,735 |
|
|
| | | | | | | | | | | | | | | |
| 12 Weeks Ended | | 36 Weeks Ended |
Operating Profit | 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
|
FLNA | $ | 1,085 |
| | $ | 1,025 |
| | $ | 3,012 |
| | $ | 2,824 |
|
QFNA (a) | 150 |
| | 150 |
| | 381 |
| | 449 |
|
NAB (b) | 860 |
| | 753 |
| | 2,146 |
| | 1,854 |
|
Latin America (c) | (994 | ) | | 432 |
| | (420 | ) | | 1,183 |
|
ESSA | 398 |
| | 481 |
| | 860 |
| | 1,111 |
|
AMENA (d) (e) (f) | 199 |
| | 293 |
| | 802 |
| | 841 |
|
Total division | 1,698 |
| | 3,134 |
| | 6,781 |
| | 8,262 |
|
Corporate Unallocated | | | | | | | |
Mark-to-market net (losses)/gains | (28 | ) | | (33 | ) | | 10 |
| | 32 |
|
Restructuring and impairment charges | (4 | ) | | (15 | ) | | (11 | ) | | (20 | ) |
Other | (250 | ) | | (239 | ) | | (667 | ) | | (724 | ) |
| $ | 1,416 |
| | $ | 2,847 |
| | $ | 6,113 |
| | $ | 7,550 |
|
| |
(a) | Operating profit for QFNA for the 36 weeks ended September 5, 2015 includes a pre-tax impairment charge of $65 million ($50 million after-tax) associated with our Muller Quaker Dairy (MQD) joint venture investment. |
| |
(b) | Operating profit for NAB for 12 and 36 weeks ended September 5, 2015 includes a gain of $37 million ($23 million after-tax) associated with the settlement of a pension-related liability from a previous acquisition. |
| |
(c) | Operating profit for Latin America for the 12 and 36 weeks ended September 5, 2015 includes a pre- and after-tax charge of $1.4 billion related to our change in accounting for our investments in our wholly-owned Venezuelan subsidiaries and our beverage joint venture. See “Venezuela” below. |
| |
(d) | Operating profit for AMENA for the 36 weeks ended September 5, 2015 includes a pre-tax gain of $39 million ($28 million after-tax) associated with refranchising a portion of our beverage businesses in India. |
| |
(e) | Operating profit for AMENA for the 12 and 36 weeks ended September 5, 2015 includes a pre- and after-tax charge of $73 million related to a write-off of the recorded value of a call option to increase our holding in Tingyi-Asahi Beverages Holding Co. Ltd. |
| |
(f) | Operating profit for AMENA for the 12 and 36 weeks ended September 5, 2015 includes a pre- and after-tax impairment charge of $29 million associated with a joint venture in the Middle East. |
Total assets of each division are as follows:
|
| | | | | | | |
| Total Assets |
| 9/5/2015 |
|
| 12/27/2014 |
|
FLNA | $ | 5,430 |
| | $ | 5,307 |
|
QFNA | 921 |
| | 982 |
|
NAB | 29,223 |
| | 28,665 |
|
Latin America (a) | 4,432 |
| | 6,283 |
|
ESSA | 13,341 |
| | 13,934 |
|
AMENA | 5,866 |
| | 5,855 |
|
Total division | 59,213 |
| | 61,026 |
|
Corporate (b) | 10,689 |
| | 9,483 |
|
| $ | 69,902 |
| | $ | 70,509 |
|
| |
(a) | The change in total assets as of September 5, 2015 reflects a decrease of $1.7 billion related to the Venezuela impairment charges. |
| |
(b) | Corporate assets consist principally of certain cash and cash equivalents, short-term investments, derivative instruments, property, plant and equipment and pension and tax assets. |
Venezuela
Prior to the end of the third quarter of 2015, the financial position and results of operations of our Venezuelan businesses were reported under highly inflationary accounting since the beginning of our 2010 fiscal year, at which time the functional currency of our Venezuelan entities, which consist of our wholly-owned subsidiaries and our beverage joint venture, was changed from the bolivar to the U.S. dollar.
The Venezuelan government has maintained currency controls and a fixed exchange rate since 2003. In the last two years, the Venezuelan government has created additional exchange mechanisms and issued several exchange agreements governing the scope and applicability of each, while continuing to maintain control over the exchange rates and, to an increasingly significant extent, over the distribution of U.S. dollars under each mechanism.
As of the end of the third quarter of 2015, there was a three-tiered exchange rate mechanism in Venezuela for exchanging bolivars into U.S. dollars: (1) the government-operated National Center of Foreign Commerce (CENCOEX), which has a fixed exchange rate of 6.3 bolivars per U.S. dollar, mainly intended for the import of essential goods and services by designated industry sectors; (2) the government-operated auction-based Supplementary Foreign Currency Administration System (SICAD), which is intended for certain transactions, including foreign investments, for which the rate has ranged from 10 to 14 bolivars per U.S. dollar; and (3) an open market Marginal Foreign Exchange System (SIMADI), which was trading at a rate of approximately 200 bolivars per U.S. dollar as of the end of the third quarter of 2015.
These three mechanisms have become increasingly illiquid over time. We believe that significant uncertainty continues to exist regarding the exchange mechanisms in Venezuela, including the nature of transactions that are eligible to flow through CENCOEX, SICAD or SIMADI, or any other new exchange mechanism that may emerge, how any such mechanisms will operate in the future, as well as the availability of U.S. dollars under each mechanism. The amount of U.S. dollars made available to our Venezuelan entities through CENCOEX has declined significantly since 2014 and has worsened during the third quarter of 2015. In addition, our Venezuelan entities were not able to participate in SICAD auctions during 2015, as the auctions that were held were not for our industry, and have had limited access to the SIMADI market since its inception.
The evolving conditions in Venezuela, including the increasingly restrictive exchange control regulations and reduced access to dollars through official currency exchange markets, have resulted in an other-than-temporary lack of exchangeability between the Venezuelan bolivar and the U.S. dollar, which is significantly impacting our ability to effectively manage our Venezuelan businesses, including restrictions on the ability
of our Venezuelan businesses to import certain raw materials to maintain normal production and to settle U.S. dollar-denominated obligations. The exchange restrictions, combined with other regulations that have limited our ability to import certain raw materials, have also increasingly constrained our ability to make and execute operational decisions regarding our businesses in Venezuela. In addition, the inability of our Venezuelan businesses to pay dividends, which remain subject to Venezuelan government approvals, has restricted our ability to realize the earnings generated out of our Venezuelan businesses. We expect these conditions will continue for the foreseeable future.
As a result of these factors, we concluded that effective as of the end of the third quarter of 2015, we do not meet the accounting criteria for control over our wholly-owned Venezuelan subsidiaries, and therefore we deconsolidated our wholly-owned Venezuelan subsidiaries effective as of the end of the third quarter of 2015. We also concluded that, effective as of the end of the third quarter of 2015, due to the above mentioned factors and other matters impacting the operation of our joint venture and the distribution of its products, we no longer have significant influence over our beverage joint venture with our franchise bottler in Venezuela, which was previously accounted for under the equity method. As a result of these conclusions, effective at the end of the third quarter of 2015, we began accounting for our investments in our wholly-owned Venezuelan subsidiaries and our joint venture using the cost method of accounting and recorded pre- and after-tax charges of $1.4 billion on our Condensed Consolidated Statement of Income to reduce the value of the cost method investments to their estimated fair values, resulting in a full impairment. The impairment charges primarily include approximately $1.2 billion related to our investments in previously consolidated Venezuelan subsidiaries and our joint venture, and $111 million related to the reclassification of cumulative translation losses. The estimated fair value of the investments in our Venezuelan entities was derived using discounted cash flow analyses, including U.S. dollar exchange and discount rate assumptions that reflect the inflation and economic uncertainty in Venezuela, and are considered non-recurring Level 3 measurements within the fair value hierarchy.
During 2015 and prior to the end of the third quarter of 2015, we used the SICAD exchange rate to remeasure our net monetary assets in Venezuela, except for certain other net monetary assets that we believed qualified for the fixed exchange rate (including requests for remittance of dividends submitted to CENCOEX in certain prior years at the fixed exchange rate and payables for imports of essential goods approved by CENCOEX). In the 36 weeks ended September 5, 2015, which reflect the months of January through August, the results of our operations in Venezuela were included in our Condensed Consolidated Statement of Income using a combination of the fixed exchange and SICAD rates, as appropriate. As of the end of the third quarter of 2015, we did not consolidate the assets and liabilities of our Venezuelan subsidiaries in our Condensed Consolidated Balance Sheet. Beginning in the fourth quarter of 2015, we will not include the results of our Venezuelan businesses in our Condensed Consolidated Statement of Income. For future reporting periods, our financial results will only include revenue relating to the sales of inventory to our Venezuelan entities to the extent cash is received for those sales. Any dividends from our Venezuelan entities will be recorded as income upon receipt of the cash. See further unaudited information in “Our Business Risks” and “Our Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Note 2 - Recent Accounting Pronouncements
In July 2015, the Financial Accounting Standards Board (FASB) issued new accounting guidance that requires entities to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The guidance is effective as of the beginning of our 2017 fiscal year and must be applied on a prospective basis with early adoption permitted. The guidance is not expected to have a material impact on our financial statements and we have not early adopted this standard.
In April 2015, the FASB issued new accounting guidance intended to simplify the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the presentation for debt discounts. The guidance is effective as of the beginning of our 2016 fiscal year and must be applied on a retrospective basis with early adoption permitted. We early adopted the provisions of this guidance as of the beginning of our second quarter of 2015 and it did not have a material impact on our financial statements.
In June 2014, the FASB issued new accounting guidance for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that could be achieved after the requisite service period is treated as a performance condition that affects the vesting of the award rather than factored into the grant date fair value. The guidance is effective as of the beginning of our 2016 fiscal year and can be applied prospectively to all share-based payments granted or modified on or after the effective date with early adoption permissible. This guidance is not expected to have any impact on our financial statements and we have not early adopted this standard.
In May 2014, the FASB issued new accounting guidance on revenue recognition, which provides for a single five-step model to be applied to all revenue contracts with customers. The new standard also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. There is no option for early adoption. In August 2015, the FASB issued a one-year deferral of the effective date of the new revenue standard. The new guidance will be effective as of the beginning of our 2018 fiscal year. We are currently evaluating the impact of the new guidance on our financial statements and have not yet selected a transition approach to implement this standard.
Note 3 - Restructuring and Impairment Charges
2014 Multi-Year Productivity Plan
The multi-year productivity plan we publicly announced on February 13, 2014 (2014 Productivity Plan) includes the next generation of productivity initiatives that we believe will strengthen our food, snack and beverage businesses by: accelerating our investment in manufacturing automation; further optimizing our global manufacturing footprint, including closing certain manufacturing facilities; re-engineering our go-to-market systems in developed markets; expanding shared services; and implementing simplified organization structures to drive efficiency. The 2014 Productivity Plan is in addition to the productivity plan we began implementing in 2012 and is expected to continue the benefits of that plan.
In the 12 weeks ended September 5, 2015 and September 6, 2014, we incurred restructuring charges of $43 million ($33 million after-tax or $0.02 per share) and $54 million ($39 million after-tax or $0.03 per share), respectively, in conjunction with our 2014 Productivity Plan. In the 36 weeks ended September 5, 2015 and September 6, 2014, we incurred restructuring charges of $94 million ($73 million after-tax or $0.05 per share) and $227 million ($167 million after-tax or $0.11 per share), respectively, in conjunction with our 2014 Productivity Plan. All of these net charges were recorded in selling, general and administrative expenses and primarily relate to severance and other employee-related costs, asset impairments (all non-cash) and contract termination costs. The majority of the restructuring accrual at September 5, 2015 is expected to be paid by the end of 2015.
A summary of our 2014 Productivity Plan charges is as follows:
|
| | | | | | | | | | | | | | | | |
| | 12 Weeks Ended | | 36 Weeks Ended |
| | 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
|
FLNA | | $ | 12 |
| | $ | 9 |
| | $ | 20 |
| | $ | 33 |
|
QFNA | | 1 |
| | — |
| | 2 |
| | 2 |
|
NAB | | 4 |
| | 14 |
| | 18 |
| | 128 |
|
Latin America | | 5 |
| | 10 |
| | 11 |
| | 17 |
|
ESSA | | 15 |
| | 7 |
| | 28 |
| | 22 |
|
AMENA | | 3 |
| | 2 |
| | 7 |
| | 11 |
|
Corporate | | 3 |
| | 12 |
| | 8 |
| | 14 |
|
| | $ | 43 |
| | $ | 54 |
| | $ | 94 |
| | $ | 227 |
|
A summary of our 2014 Productivity Plan activity in 2015 is as follows:
|
| | | | | | | | | | | | | | | |
| Severance and Other Employee Costs | | Asset Impairment | | Other Costs | | Total |
Liability as of December 27, 2014 | $ | 89 |
| | $ | — |
| | $ | 24 |
| | $ | 113 |
|
2015 restructuring charges | 37 |
| | 4 |
| | 53 |
| | 94 |
|
Cash payments | (56 | ) | | — |
| | (59 | ) | | (115 | ) |
Non-cash charges | (11 | ) | | (4 | ) | | (1 | ) | | (16 | ) |
Liability as of September 5, 2015 | $ | 59 |
| | $ | — |
| | $ | 17 |
| | $ | 76 |
|
2012 Multi-Year Productivity Plan
The multi-year productivity plan we publicly announced on February 9, 2012 (2012 Productivity Plan) includes actions in every aspect of our business that we believe will strengthen our complementary food, snack and beverage businesses by: leveraging new technologies and processes across PepsiCo’s operations, go-to-market and information systems; heightening the focus on best practice sharing across the globe; consolidating manufacturing, warehouse and sales facilities; and implementing simplified organization structures, with wider spans of control and fewer layers of management. The 2012 Productivity Plan continues to enhance PepsiCo’s cost-competitiveness and provide a source of funding for future brand-building and innovation initiatives.
In the 12 weeks ended September 5, 2015 and September 6, 2014, we incurred restructuring charges of $9 million ($8 million after-tax or $0.01 per share) and $14 million ($12 million after-tax or $0.01 per share), respectively, in conjunction with our 2012 Productivity Plan. In the 36 weeks ended September 5, 2015 and September 6, 2014, we incurred restructuring charges of $19 million ($16 million after-tax or $0.01 per share) and $31 million ($29 million after-tax or $0.02 per share), respectively, in conjunction with our 2012 Productivity Plan. All of these net charges were recorded in selling, general and administrative expenses and primarily relate to severance and other employee-related costs, asset impairments (all non-cash) and contract termination costs. Substantially all of the restructuring accrual at September 5, 2015 is expected to be paid by the end of 2015.
A summary of our 2012 Productivity Plan charges is as follows:
|
| | | | | | | | | | | | | | | | |
| | 12 Weeks Ended | | 36 Weeks Ended |
| | 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
|
FLNA | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 2 |
|
QFNA | | — |
| | — |
| | — |
| | — |
|
NAB | | — |
| | — |
| | 1 |
| | 7 |
|
Latin America (a) | | 5 |
| | (2 | ) | | 5 |
| | (7 | ) |
ESSA | | 3 |
| | 7 |
| | 9 |
| | 15 |
|
AMENA | | — |
| | 6 |
| | 1 |
| | 8 |
|
Corporate | | 1 |
| | 3 |
| | 3 |
| | 6 |
|
| | $ | 9 |
| | $ | 14 |
| | $ | 19 |
| | $ | 31 |
|
| |
(a) | Income amounts represent adjustments of previously recorded amounts. |
A summary of our 2012 Productivity Plan activity in 2015 is as follows:
|
| | | | | | | | | | | | | | | |
| Severance and Other Employee Costs | | Asset Impairment | | Other Costs | | Total |
Liability as of December 27, 2014 | $ | 28 |
| | $ | — |
| | $ | 5 |
| | $ | 33 |
|
2015 restructuring charges | 5 |
| | 1 |
| | 13 |
| | 19 |
|
Cash payments | (18 | ) | | — |
| | (16 | ) | | (34 | ) |
Non-cash charges | (5 | ) | | (1 | ) | | — |
| | (6 | ) |
Liability as of September 5, 2015 | $ | 10 |
| | $ | — |
| | $ | 2 |
| | $ | 12 |
|
Other Productivity Initiatives
In the 12 weeks ended September 5, 2015, we incurred pre-tax charges of $44 million ($29 million after-tax or $0.02 per share) related to productivity and efficiency initiatives outside the scope of the 2014 and 2012 Productivity Plans discussed above, including $5 million in Latin America, $1 million in ESSA, $8 million in AMENA and $30 million in Corporate. In the 36 weeks ended September 5, 2015, we incurred pre-tax charges of $54 million ($37 million after-tax or $0.02 per share) related to productivity and efficiency initiatives outside the scope of the 2014 and 2012 Productivity Plans discussed above, including $5 million in both Latin America and ESSA, $14 million in AMENA and $30 million in Corporate. These charges were recorded in selling, general and administrative expenses and primarily reflect severance and other employee-related costs. These initiatives were excluded from Items Affecting Comparability. See additional unaudited information in “Results of Operations – Division Review” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Note 4 - Intangible Assets
A summary of our amortizable intangible assets is as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | 9/5/2015 | | 12/27/2014 |
Amortizable intangible assets, net | | Gross | | Accumulated Amortization | | Net | | Gross | | Accumulated Amortization | | Net |
Acquired franchise rights | | $ | 831 |
| | $ | (90 | ) | | $ | 741 |
| | $ | 879 |
| | $ | (89 | ) | | $ | 790 |
|
Reacquired franchise rights | | 106 |
| | (98 | ) | | 8 |
| | 107 |
| | (95 | ) | | 12 |
|
Brands | | 1,309 |
| | (990 | ) | | 319 |
| | 1,361 |
| | (1,004 | ) | | 357 |
|
Other identifiable intangibles | | 540 |
| | (296 | ) | | 244 |
| | 595 |
| | (305 | ) | | 290 |
|
| | $ | 2,786 |
| | $ | (1,474 | ) | | $ | 1,312 |
| | $ | 2,942 |
| | $ | (1,493 | ) | | $ | 1,449 |
|
The change in the book value of nonamortizable intangible assets is as follows:
|
| | | | | | | | | | | |
| Balance | | Translation and Other | | Balance |
| 12/27/2014 | | | 9/5/2015 |
FLNA |
| |
| |
|
Goodwill | $ | 291 |
| | $ | (18 | ) | | $ | 273 |
|
Brands | 27 |
| | (4 | ) | | 23 |
|
| 318 |
| | (22 | ) | | 296 |
|
| | | | | |
QFNA | | | | | |
Goodwill | 175 |
| | — |
| | 175 |
|
| | | | | |
NAB | | | | | |
Goodwill | 9,846 |
| | (69 | ) | | 9,777 |
|
Reacquired franchise rights | 7,193 |
| | (112 | ) | | 7,081 |
|
Acquired franchise rights | 1,538 |
| | (23 | ) | | 1,515 |
|
Brands | 108 |
| | — |
| | 108 |
|
| 18,685 |
| | (204 | ) | | 18,481 |
|
| | | | | |
Latin America (a) | | | | | |
Goodwill | 644 |
| | (97 | ) | | 547 |
|
Brands | 223 |
| | (78 | ) | | 145 |
|
| 867 |
| | (175 | ) | | 692 |
|
| | | | | |
ESSA | | | | | |
Goodwill | 3,539 |
| | (310 | ) | | 3,229 |
|
Reacquired franchise rights | 571 |
| | (58 | ) | | 513 |
|
Acquired franchise rights | 199 |
| | (4 | ) | | 195 |
|
Brands | 2,663 |
| | (264 | ) | | 2,399 |
|
| 6,972 |
| | (636 | ) | | 6,336 |
|
| | | | | |
AMENA | | | | | |
Goodwill | 470 |
| | (64 | ) | | 406 |
|
Brands | 117 |
| | (15 | ) | | 102 |
|
| 587 |
| | (79 | ) | | 508 |
|
| | | | | |
Total goodwill | 14,965 |
| | (558 | ) | | 14,407 |
|
Total reacquired franchise rights | 7,764 |
| | (170 | ) | | 7,594 |
|
Total acquired franchise rights | 1,737 |
| | (27 | ) | | 1,710 |
|
Total brands | 3,138 |
| | (361 | ) | | 2,777 |
|
| $ | 27,604 |
| | $ | (1,116 | ) | | $ | 26,488 |
|
| |
(a) | The change in 2015 includes a reduction of $41 million of nonamortizable brands arising from the Venezuela deconsolidation. |
Note 5 - Income Taxes
A rollforward of our reserves for all federal, state and foreign tax jurisdictions is as follows:
|
| | | | | | | |
| 9/5/2015 |
| | 12/27/2014 |
|
Balance, beginning of year | $ | 1,587 |
| | $ | 1,268 |
|
Additions for tax positions related to the current year | 180 |
| | 349 |
|
Additions for tax positions from prior years | 43 |
| | 215 |
|
Reductions for tax positions from prior years | (9 | ) | | (81 | ) |
Settlement payments | (8 | ) | | (70 | ) |
Statutes of limitations expiration | (30 | ) | | (42 | ) |
Translation and other | (20 | ) | | (52 | ) |
Balance, end of period | $ | 1,743 |
| | $ | 1,587 |
|
Note 6 - Stock-Based Compensation
The following table summarizes our total stock-based compensation expense: |
| | | | | | | | | | | | | | | | |
| | 12 Weeks Ended | | 36 Weeks Ended |
| | 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
|
| 9/6/2014 |
|
Stock-based compensation expense | | $ | 64 |
| | $ | 67 |
| | $ | 208 |
| | $ | 207 |
|
Restructuring and impairment charges/(credits) | | 1 |
| | (1 | ) | | 2 |
| | (4 | ) |
Total | | $ | 65 |
| | $ | 66 |
| | $ | 210 |
| | $ | 203 |
|
Our weighted-average Black-Scholes fair value assumptions are as follows:
|
| | | | | |
| 36 Weeks Ended |
| 9/5/2015 |
| | 9/6/2014 |
|
Expected life | 7 years |
| | 6 years |
|
Risk free interest rate | 1.8 | % | | 1.8 | % |
Expected volatility (a) | 15 | % | | 16 | % |
Expected dividend yield | 2.7 | % | | 2.9 | % |
| |
(a) | Reflects movements in our stock price over the most recent historical period equivalent to the expected life. |
For the 12 weeks ended September 5, 2015 and September 6, 2014, our grants of stock options, restricted stock units (RSUs), performance stock units (PSUs) and PepsiCo equity performance units (PEPunits) were nominal.
The following table summarizes awards granted under the terms of our 2007 Long-Term Incentive Plan: |
| | | | | | | | | | | | | | |
| | 36 Weeks Ended |
| | 9/5/2015 | | 9/6/2014 |
| | Granted (a) | | Weighted-Average Grant Price | | Granted (a) | | Weighted-Average Grant Price |
Stock options | | 1.8 |
| | $ | 98.76 |
| | 3.3 |
| | $ | 80.67 |
|
RSUs and PSUs | | 2.7 |
| | $ | 99.15 |
| | 4.2 |
| | $ | 79.80 |
|
PEPunits | | 0.3 |
| | $ | 99.25 |
| | 0.4 |
| | $ | 79.75 |
|
Note 7 - Pension and Retiree Medical Benefits
The components of net periodic benefit cost for pension and retiree medical plans are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 Weeks Ended |
| Pension |
| Retiree Medical |
| 9/5/2015 |
|
| 9/6/2014 |
|
| 9/5/2015 |
|
| 9/6/2014 |
|
| 9/5/2015 |
|
| 9/6/2014 |
|
| U.S. |
| International |
| |
Service cost | $ | 100 |
|
| $ | 91 |
|
| $ | 25 |
|
| $ | 24 |
|
| $ | 8 |
|
| $ | 8 |
|
Interest cost | 126 |
|
| 134 |
|
| 30 |
|
| 33 |
|
| 12 |
|
| 14 |
|
Expected return on plan assets | (195 | ) |
| (181 | ) |
| (44 | ) |
| (44 | ) |
| (6 | ) |
| (6 | ) |
Amortization of prior service (credit)/cost | (1 | ) |
| 5 |
|
| — |
|
| — |
|
| (9 | ) |
| (5 | ) |
Amortization of net losses/(gains) | 47 |
|
| 40 |
|
| 18 |
|
| 14 |
|
| — |
|
| (2 | ) |
| 77 |
|
| 89 |
|
| 29 |
|
| 27 |
|
| 5 |
|
| 9 |
|
Settlement loss | — |
| | — |
| | 3 |
| | 3 |
| | — |
| | — |
|
Special termination benefits | 4 |
|
| 3 |
|
| — |
|
| — |
|
| — |
|
| 1 |
|
Total expense | $ | 81 |
|
| $ | 92 |
|
| $ | 32 |
|
| $ | 30 |
|
| $ | 5 |
|
| $ | 10 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| 36 Weeks Ended |
| Pension | | Retiree Medical |
| 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
|
| U.S. | | International | | |
Service cost | $ | 301 |
| | $ | 272 |
| | $ | 70 |
| | $ | 67 |
| | $ | 24 |
| | $ | 24 |
|
Interest cost | 378 |
| | 402 |
| | 81 |
| | 90 |
| | 36 |
| | 42 |
|
Expected return on plan assets | (588 | ) | | (543 | ) | | (122 | ) | | (120 | ) | | (18 | ) | | (18 | ) |
Amortization of prior service (credit)/cost | (2 | ) | | 14 |
| | — |
| | — |
| | (27 | ) | | (15 | ) |
Amortization of net losses/(gains) | 142 |
| | 121 |
| | 50 |
| | 36 |
| | 1 |
| | (4 | ) |
| 231 |
| | 266 |
| | 79 |
| | 73 |
| | 16 |
| | 29 |
|
Settlement loss | — |
| | — |
| | 3 |
| | 3 |
| | — |
| | — |
|
Special termination benefits | 9 |
| | 11 |
| | — |
| | — |
| | 1 |
| | 2 |
|
Total expense | $ | 240 |
| | $ | 277 |
| | $ | 82 |
| | $ | 76 |
| | $ | 17 |
| | $ | 31 |
|
| | | | | | | | | | | |
We regularly evaluate different opportunities to reduce risk and volatility associated with our pension and retiree medical plans. During the second quarter of 2014, we made discretionary contributions of $19 million to our international pension plans.
Note 8 - Debt Obligations and Commitments
In the second quarter of 2015, we issued:
| |
• | $250 million of floating rate notes maturing in April 2018; |
| |
• | $500 million of 1.250% senior notes maturing in April 2018; |
| |
• | $750 million of 1.850% senior notes maturing in April 2020; and |
| |
• | $1 billion of 2.750% senior notes maturing in April 2025. |
In the third quarter of 2015, we issued:
| |
• | $600 million of floating rate notes maturing in July 2017; |
| |
• | $650 million of 1.125% senior notes maturing in July 2017; |
| |
• | $800 million of 3.100% senior notes maturing in July 2022; |
| |
• | $700 million of 3.500% senior notes maturing in July 2025; and |
| |
• | $500 million of 4.600% senior notes maturing in July 2045. |
The net proceeds from the issuances of the above notes were used for general corporate purposes, including the repayment of commercial paper.
In the 36 weeks ended September 5, 2015, $4.1 billion of senior notes matured and were paid.
In the second quarter of 2015, we entered into a new five-year unsecured revolving credit agreement (Five-Year Credit Agreement) which expires on June 8, 2020. The Five-Year Credit Agreement enables us and our borrowing subsidiaries to borrow up to $3.7225 billion, subject to customary terms and conditions. We may request that commitments under this agreement be increased up to $4.5 billion. Additionally, we may, once a year, request renewal of the agreement for an additional one-year period.
Also in the second quarter of 2015, we entered into a new 364-day unsecured revolving credit agreement (364-Day Credit Agreement) which expires on June 6, 2016. The 364-Day Credit Agreement enables us and our borrowing subsidiaries to borrow up to $3.7225 billion, subject to customary terms and conditions. We may request that commitments under this agreement be increased up to $4.5 billion. We may request renewal of this facility for an additional 364-day period or convert any amounts outstanding into a term loan for a period of up to one year, which would mature no later than the anniversary of the then effective termination date. The Five-Year Credit Agreement and the 364-Day Credit Agreement together replaced our $3.7725 billion five-year credit agreement dated as of June 9, 2014 and our $3.7725 billion 364-day credit agreement dated as of June 9, 2014. Funds borrowed under the Five-Year Credit Agreement and the 364-Day Credit Agreement may be used for general corporate purposes. Subject to certain conditions, we may borrow, prepay and reborrow amounts under these agreements. As of September 5, 2015, there were no outstanding borrowings under the Five-Year Credit Agreement or the 364-Day Credit Agreement.
As of September 5, 2015, we had $2.2 billion of commercial paper outstanding and $1.5 billion of non-cancelable purchase commitments. For further information on our long-term contractual commitments, see Note 9 to our consolidated financial statements in our Annual Report on Form 10-K for the year-ended December 27, 2014.
Note 9 - Accumulated Other Comprehensive Loss
The reclassifications from Accumulated Other Comprehensive Loss to the Condensed Consolidated Statement of Income are summarized as follows:
|
| | | | | | | | | | | | | | | | | | |
| | 12 Weeks Ended | | 36 Weeks Ended | | |
| | 9/5/2015 |
| | 9/6/2014 |
| | 9/5/2015 |
| | 9/6/2014 |
| | Affected Line Item in the Condensed Consolidated Statement of Income |
Currency Translation: | | | | | | | | | | |
Venezuelan entities | | $ | 111 |
| | $ | — |
| | $ | 111 |
| | $ | — |
| | Venezuela impairment charges |
| | | | | | | | | | |
(Gains)/Losses on cash flow hedges: | | | | | | | | | | |
Foreign exchange contracts | | $ | — |
| | $ | — |
| | $ | (2 | |