Form 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

October 7, 2003

Date of Report (Date of earliest event reported)

 


 

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

 

North Carolina

(State or other jurisdiction of incorporation)

 

1-1183   13-1584302
(Commission File Number)   (IRS Employer Identification No.)

 

700 Anderson Hill Road, Purchase, New York 10577

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (914) 253-2000

 



Item 12.   Results of Operations and Financial Condition.

 

The information contained in this Item 12 of this Current Report is being furnished in accordance with SEC Release Nos. 33-8216 and 34-47583.

 

The information, including the exhibits attached hereto, in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

 

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release of PepsiCo, Inc., dated October 7, 2003, reporting PepsiCo, Inc.’s financial results for the 12 and 36 weeks ended September 6, 2003.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: October 7, 2003

     

PepsiCo, Inc.

            By:   /s/    Robert E. Cox
             
               

Robert E. Cox

Vice President, Associate General

Counsel, and Assistant Secretary

 

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INDEX TO EXHIBITS

 

Exhibit
Number


  

Description


99.1

   Press Release issued by PepsiCo, Inc., dated October 7, 2003.

 

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Press Release issued by PepsiCo, Inc., dated October 7, 2003

Exhibit 99.1

 

 

PEPSICO Q3 EPS ROSE OVER 15% TO 62 CENTS

 

OUTSTANDING DIVISION NET REVENUE INCREASE OF 9%,

BEST GROWTH IN YEARS

 

TOTAL PEPSICO WORLDWIDE VOLUME GREW 5%

 

Volume up 5%
Division Net Revenue up 9%
Net income up 13%
EPS up over 15%

 

PURCHASE, NY (Oct. 7, 2003) – PepsiCo delivered another quarter of solid double-digit earnings growth, with reported earnings per share for the third quarter of 2003 up over 15% to $0.62, on a fully diluted basis. Year to date, earnings per share were up 17%, to a total of $1.64, on a fully diluted basis.

 

A reduction in costs relating to the Quaker merger contributed almost 3 percentage points to the earnings per share increase for the quarter. Year to date, lower merger costs contributed almost 4 percentage points.

 

Chairman and Chief Executive Officer Steve Reinemund said:

 

“This was a terrific quarter. We had strong, balanced performance across the portfolio – on both the top and bottom lines.”


“Our two largest domestic Divisions, Frito-Lay North America and PepsiCo Beverages North America, both had strong quarters. Both had good volume growth due to strong incremental innovation combined with excellent execution in the core brands. Revenues grew well ahead of volume due to positive price/product mix, combined with more efficient promotional spending.”

 

“PepsiCo International delivered strong growth across the board, with volume in snacks and beverages growing more than twice the rate of the North America businesses. I believe the international businesses are well positioned to continue this accelerated rate of growth. I am really excited about the new integrated international organization that we are building.”

 

“Based on the strength of this quarter and the current outlook for the fourth quarter, PepsiCo should deliver on the higher end of our current guidance. Full year 2003 guidance is now reported EPS of $2.19, including 2 cents of merger costs.”

 

Information in this release compares 2003 results to 2002 results that were adjusted to reflect PepsiCo’s previously announced reporting changes. A reconciliation of the previously reported and adjusted 2002 results is posted on the Company’s website at www.pepsico.com in the “Investors” section under “Press Releases” and was included as an attachment to Form 8-K on April 10, 2003. Please also see the note on presentation at the end of this release.

 

Summary of Total PepsiCo Results

 

Volume continued to be solid, with total servings of products sold worldwide up 5% in the third quarter of 2003 and almost 5% year to date. Servings of snacks worldwide grew 6% for the quarter and 5% year to date, while worldwide servings of beverages grew 5% for the quarter and 5% year to date.

 

Division net revenues for the third quarter rose 9% to $6.8 billion, while division operating profit rose 9% to $1.5 billion. The gains reflect the volume increases, as well as positive product mix and effective net pricing. Currency exchange rates did not have a significant impact on net revenue or profit growth for the quarter.

 

Year to date, division net revenues increased 7% to $19 billion and division operating profits grew 8%, to more than $4 billion.

 

Total operating profit, which includes corporate unallocated expenses and merger costs, increased 12% for the quarter and nearly 13% year to date. Total net income increased 13% for the quarter and 14% year to date.

 

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Frito-Lay North America (FLNA)

(In millions)

 

     Twelve Weeks

   Thirty-Six Weeks

     Q3 2003

   Q3 2002

   Percent
Change


   YTD
2003


  

YTD

2002


   Percent
Change


Net Revenue

   $ 2,218    $ 2,073    7%    $ 6,395    $ 6,025    6%

Operating Profit

   $ 603    $ 558    8%    $ 1,667    $ 1,563    7%

 

Frito-Lay North America had excellent top line results in the third quarter with 4% volume growth, gaining more than one share point in salty snack market share. Volume grew 4% year to date.

 

Growth in the “Core” salty snack business during the quarter came primarily from:

  Stepped-up growth in the retail single-serve business;
  Continued double-digit growth in Cheetos, supported by strong advertising and led by new Twisted Cheetos;
  Expansion of ethnic/regional varieties of popular brands. Lay’s and Doritos Guacamole are leading examples of these successful efforts;
  Ongoing growth of Munchies which now has a 27% share of the snack mix category; and
  The line-up of Natural/Organic products introduced earlier this year, which continues to gain incremental shelf space in stores.

 

Strong “Add More” macro-snack growth was driven principally by innovation, including:

  Continued success of Fruit & Oatmeal Toastables – a toaster pastry with real oatmeal crust and real fruit filling, that’s cholesterol-free and fortified with vitamins and calcium;
  Double-digit growth in bars, aided by the success of Chewy Trail Mix bars and Oatmeal-On-The-Go bars, both introduced in the third quarter; and
  Strong growth in protein-based nut and meat snacks.

 

Across FLNA’s salty and “Add More” macro-snack businesses, the volume of Better-For-You products collectively grew in the high teens in the third quarter, and the volume of Fun-For-You products grew low single digits. Year to date, the volume growth for Better-For-You is approximately 25% and Fun-For-You is in the low single digits. Better-For-You products now make up over 10% of FLNA’s volume on both a third quarter and full-year basis.

 

The healthy 7% third quarter growth in net revenue reflects increased volume, selective tactical pricing and positive mix. In addition, FLNA continued to be more efficient versus last year on promotional spending in its core salty snack business. Year to date, revenues are up 6%.

 

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Operating profits grew over 8% in the third quarter, ahead of revenue and year-to-date profit growth of 7%, reflecting the volume gains, net price realization, and productivity. However, higher than anticipated input costs that we discussed in the second quarter continued into the third quarter, including:

 

  The investment required to switch from oil containing trans fats, such as hydrogenated soybean oil, to more expensive but healthier corn oil; and
  Inflation in energy-related costs, especially fuel and natural gas.

 

Toward the end of the third quarter, Frito-Lay introduced new Lay’s Stax Potato Crisps in four flavors stacked in a portable, resealable, crush-resistant container. This exciting new product is now in full nationwide distribution. Lay’s Stax Potato Crisps are supported by a fully integrated launch program, including print and television advertising featuring Dana Carvey that kicked off during the recent Emmy awards.

 

In addition to Stax, FLNA’s marketing calendar for the balance of the year includes a solid line up of activities, highlighted by Power of One Holiday promotions featuring the Universal Studios movie “Monsters” at Halloween and the new live action “Cat in The Hat” movie starring Mike Myers at Christmas.

 

PepsiCo Beverages North America (PBNA)

(In millions)

 

     Twelve Weeks

  Thirty-Six Weeks

     Q3 2003

   Q3 2002

   Percent
Change


  YTD
2003


  

YTD

2002


   Percent
Change


Net Revenue

   $ 2,078    $ 1,956      6%   $ 5,585    $ 5,269      6%

Operating Profit

   $ 522    $ 465    12%   $ 1,359    $ 1,239    10%

 

PepsiCo Beverages North America posted solid top-line results in the quarter, with volume up 3% in total and growth across the portfolio.

 

Carbonated soft drink (CSD) volume increased over 2% in the quarter, boosted by innovation, including:

  The continued success of our lemon-lime soft drink, Sierra Mist, which gained a full share point this year;
  Mountain Dew Live-Wire, our orange-ignited summer-only flavor, which drove trademark Dew volume up in the low single-digit range and helped drive single serve share growth in the critical convenience and gas channel;
  The national launches in August of regular and diet Pepsi Vanilla that are off to a promising start; and
  Strong performance across our entire diet portfolio, which grew in high single digits, offset by continued Brand Pepsi volume softness.

 

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Pepsi Beverages North America’s portfolio of non-carbonated beverages grew a strong 4% in the third quarter, driven by:

  Double-digit growth in Aquafina, reflecting the success of “Aquafina Pure Luck”, the bottled water category’s largest-ever national promotion. Aquafina remains the market share leader in the bottled water category (excludes jug water);
  Mid-single digit growth in Gatorade, lapping strong double-digit growth from year ago;
  Very strong, double-digit growth in Propel Fitness Water; and
  Continued share gains for Tropicana; however, the chilled juice category remained sluggish and Tropicana’s chilled volume was slightly below prior year level.

 

Year to date, PepsiCo Beverages North America volume growth was 2.5%, with CSDs growing 1% and non-carbonated drinks growing 6%.

 

PepsiCo remains the market leader in the liquid refreshment beverage category in U.S. measured channels. During the third quarter, PepsiCo was up almost one share point versus year ago with a 26.6% share, a good improvement versus the year-to-date share of 25.8%.

 

PepsiCo Beverages revenue in North America increased 6% for the quarter, due primarily to volume increases and favorable product mix. Third quarter operating profit increased 12%, also due to higher volume and improved product mix, aided by operating cost leverage. Year to date, revenues increased 6% and operating profit increased 10%.

 

The fourth quarter marketing calendar for PepsiCo Beverages North America is robust, featuring new product and packaging initiatives, plus our traditional holiday promotions:

  Continued rollout of Pepsi Vanilla, with strong introductory support;
  “Caps for caps” promotion for CSDs focused on the convenience and gas channel; and
  Power of One promotions for Halloween and Christmas (as detailed in the FLNA section).

 

PepsiCo International (PI)

(In millions)

 

     Twelve Weeks

   Thirty-Six Weeks

     Q3 2003

   Q3 2002

   Percent
Change


   YTD
2003


  

YTD

2002


   Percent
Change


Net Revenue

   $ 2,196    $ 1,896    16%    $ 5,898    $ 5,328    11%

Operating Profit

   $ 314    $ 280    12%    $ 867    $ 770    13%

 

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PepsiCo International had superb volume growth in the third quarter across all regions, with:

  International snack volume up 10%, with strong growth led by: the Europe Region – especially Walkers (U.K.) and the Benelux Countries; both Mexican businesses – Sabritas and Gamesa; the Asia region – especially India and Thailand; and the Middle East region – led by Turkey.
  International beverage volume up 8%, with growth in virtually all of our major markets. China, the Middle East region, U.K., Spain and India were all major contributors to growth. These gains were partially offset by Venezuela, due to macroeconomic conditions; Germany, due to the “one-way deposit” imposed by the German government; and CSD’s in Mexico, due to macroeconomic conditions and the competitive environment.

 

Year-to-date, international snack volume grew 6% and international beverage volume increased 7%.

 

PepsiCo International revenue grew 16% in the third quarter, largely driven by organic volume growth. Favorable foreign exchange (largely the Euro and Pound) and acquisitions each contributed approximately 2 points of growth. On a year-to-date basis, revenues grew 11%, with acquisitions contributing nearly 2 points of growth and a negligible foreign exchange impact.

 

PepsiCo International profit grew 12% in the third quarter, largely driven by volume. A modest benefit from acquisitions was more than offset by negative foreign exchange, with the net of both these items reducing profit growth by nearly two points. International profits grew slower than sales in the third quarter due to certain reserve actions taken on potentially unrecoverable beverage assets, which reduced profit growth by approximately 10 points.

 

Quaker Foods North America (QFNA)

(In millions)

 

     Twelve Weeks

   Thirty-Six Weeks

     Q3 2003

   Q3 2002

   Percent
Change


   YTD
2003


  

YTD

2002


   Percent
Change


Net Revenue

   $ 338    $ 341    (1)%    $ 1,018    $ 1,004    1%

Operating Profit

   $ 110    $ 119    (7)%    $ 329    $ 330    —  

 

In the third quarter, Quaker Foods North America volume declined 1.5%, as lower rice and pasta volumes more than offset growth in the breakfast business. Year-to-date volume increased 2%.

 

Net revenues declined less than volume due to higher effective pricing on ready-to-eat cereals. On a year-to-date basis, net revenue increased 1%.

 

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Third quarter operating profit declined 7%, principally due to volume softness, the negative impact on margin due to product mix, and a tough overlap of 23% profit growth in the third quarter of 2002. Year-to-date operating profit was unchanged from the prior year.

 

Corporate

 

Corporate Unallocated Expense. Corporate unallocated expenses declined 10% in the third quarter to $87 million. On a year-to-date basis, corporate unallocated expenses declined 4% to $247 million.

 

Equity Income. Third quarter bottling equity income increased 4%, reflecting increased earnings from our bottlers, partially offset by an unfavorable comparison to the one-time items related to our international bottling investments. Year-to-date, equity income is down 2%.

 

Interest Expense. Third quarter interest expense declined by 8%, or $3.4 million, due to the retirement of maturing debt. On a year-to-date basis, interest expense decreased by 3%, or $4 million.

 

Interest Income. Third quarter interest income increased by 48%, or $2.7 million, driven by gains in the performance of certain investment funds. These investment funds are in place to largely offset deferred compensation expenses that are recorded in Corporate Unallocated expense. These gains were partially offset by the effect of lower interest rates on the balance of PepsiCo’s investment portfolio. On a year-to-date basis, interest income increased 30%, or $7 million.

 

Tax Rate. The tax rate was lower due the impact of our new concentrate plant, as well as a reduction in merger costs, partially offset by the impact of the International business reserve actions which are not fully tax deductible.

 

Shares Outstanding. The weighted average diluted number of shares outstanding during the third quarter of 2003 decreased more than 2%, to 1,751 million shares, compared to the third quarter of 2002.

 

Quaker Merger. The integration of the merger with The Quaker Oats Company continues to proceed as planned. Third quarter merger costs of approximately $9 million were incurred versus $33 million in the prior year. The segregation of Quaker merger costs will end with the fourth quarter 2003 results.

 

Cash Flow. Cash flow from operating activities was $3.5 billion year-to-date, compared to $3.4 billion for the same period in 2002. Year-to-date capital spending was $844 million. After the close of the third quarter, the Company made discretionary contributions of $500 million to our pension plans, consistent with our intent to have our major qualified plans fully funded.

 

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ROIC. Return on invested capital (ROIC), improved nearly 2 percentage points from year-end to over 28%, principally due to share buybacks and profit growth, as well as lower merger expenses.

 

Miscellaneous

 

Note on Presentation. In order to help investors compare our performance in 2003 to our performance in 2002, our historical information was adjusted to reflect the following:

 

  1) The combination of Pepsi-Cola North America and Gatorade/Tropicana North America into PepsiCo Beverages North America;

 

  2) The combination of Frito-Lay International and PepsiCo Beverages International into PepsiCo International;

 

  3) The change in the reporting calendar for the historical Quaker U.S. businesses (Gatorade and Quaker snacks and U.S. Foods) from months to fiscal periods; and

 

  4) The reclassification of divested businesses from division results to a separate line item. Divested businesses include QFNA’s Mission pasta business, which was sold in 2003, as well as QFNA’s bagged cereal business and FLI’s Colombia and Venezuela food businesses, which were sold in 2002.

 

Conference Call. At 11:00 a.m. (Eastern time) today, management will host a conference call with investors to discuss third quarter results. For details, visit our site on the Internet at www.pepsico.com.

 

Reconciliation. This release presents PepsiCo’s reported financial results. On the conference call referenced above and, from time to time, in discussing these financial results, management may refer to certain non-GAAP measures. A reconciliation of any such non-GAAP measures to PepsiCo’s reported financials can be found under “Press Releases” on the Company’s website at www.pepsico.com in the “Investors” section.

 

Cautionary Statement

 

This release contains statements concerning PepsiCo’s expectations for future performance. Any such forward-looking statements are inherently speculative and are based on currently available information, operating plans and projections about future events and trends. As such, they are subject to numerous risks and uncertainties. Actual results and performance may be significantly different from expectations. Please see our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K, for a discussion of specific risks that may affect our performance.

 

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PepsiCo, Inc. and Subsidiaries

Condensed Consolidated Statement of Income

(in millions except per share amounts, unaudited)

 

     12 Weeks Ended

    36 Weeks Ended

 
     9/6/03

    9/7/02

    9/6/03

    9/7/02

 

Net Revenue

   $ 6,830     $ 6,300     $ 18,898     $ 17,730  

Cost and Expenses

                                

Cost of sales

     3,116       2,873       8,642       8,079  

Selling, general and administrative expenses

     2,218       2,062       6,156       5,896  

Amortization of intangible assets

     34       35       99       97  

Merger-related costs

     9       33       31       134  
    


 


 


 


Operating Profit

     1,453       1,297       3,970       3,524  

Bottling equity income

     136       130       246       251  

Interest expense

     (38 )     (42 )     (112 )     (116 )

Interest income

     8       6       30       23  
    


 


 


 


Income before Income Taxes

     1,559       1,391       4,134       3,682  

Provision for income taxes

     482       438       1,271       1,165  
    


 


 


 


Net Income

   $ 1,077     $ 953     $ 2,863     $ 2,517  
    


 


 


 


Diluted

                                

Net Income Per Common Share

   $ 0.62     $ 0.53     $ 1.64     $ 1.40  

Average Shares Outstanding

     1,751       1,789       1,747       1,800  

 

-9-


PepsiCo, Inc. and Subsidiaries

Supplemental Financial Information

(in millions except per share amounts, unaudited)

 

     12 Weeks Ended

    36 Weeks Ended

 
     9/6/03

    9/7/02

    9/6/03

    9/7/02

 

Net Revenue

                                

Frito-Lay North America

   $ 2,218     $ 2,073     $ 6,395     $ 6,025  

PepsiCo Beverages North America

     2,078       1,956       5,585       5,269  

PepsiCo International

     2,196       1,896       5,898       5,328  

Quaker Foods North America

     338       341       1,018       1,004  
    


 


 


 


Division Net Revenue

     6,830       6,266       18,896       17,626  

Divested Businesses

     —         34       2       104  
    


 


 


 


Total Net Revenue

   $ 6,830     $ 6,300     $ 18,898     $ 17,730  
    


 


 


 


Operating Profit

                                

Frito-Lay North America

   $ 603     $ 558     $ 1,667     $ 1,563  

PepsiCo Beverages North America

     522       465       1,359       1,239  

PepsiCo International

     314       280       867       770  

Quaker Foods North America

     110       119       329       330  
    


 


 


 


Division Operating Profit

     1,549       1,422       4,222       3,902  

Corporate unallocated

     (87 )     (98 )     (247 )     (259 )

Merger-related costs

     (9 )     (33 )     (31 )     (134 )

Divested Businesses

     —         6       26       15  
    


 


 


 


Total Operating Profit

   $ 1,453     $ 1,297     $ 3,970     $ 3,524  
    


 


 


 


 

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PepsiCo, Inc. and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(in millions, unaudited)

 

     36 Weeks Ended

 
     9/6/03

    9/7/02

 

Cash Flows—Operating Activities

                

Net income

   $ 2,863     $ 2,517  

Adjustments

                

Depreciation and amortization

     816       752  

Merger-related costs

     31       134  

Cash payments for merger-related costs and other restructuring charges

     (81 )     (81 )

Bottling equity income, net of dividends

     (216 )     (219 )

Deferred income taxes

     153       182  

Other noncash charges and credits, net

     313       180  

Net change in operating working capital

     (272 )     18  

Other

     (80 )     (65 )
    


 


Net Cash Provided by Operating Activities

     3,527       3,418  
    


 


Cash Flows—Investing Activities

                

Capital spending

     (844 )     (807 )

Sales of property, plant and equipment

     13       76  

Acquisitions and investments in noncontrolled affiliates

     (41 )     (310 )

Divestitures

     46       7  

Short-term investments

     (166 )     492  

Snack Ventures Europe consolidation

     —         39  
    


 


Net Cash Used for Investing Activities

     (992 )     (503 )
    


 


Cash Flows—Financing Activities

                

Proceeds from issuances of long-term debt

     53       10  

Payments of long-term debt

     (551 )     (146 )

Short-term borrowings

     (31 )     37  

Cash dividends paid

     (795 )     (779 )

Share repurchases—common

     (1,045 )     (1,285 )

Share repurchases—preferred

     (10 )     (26 )

Proceeds from exercises of stock options

     472       397  
    


 


Net Cash Used for Financing Activities

     (1,907 )     (1,792 )

Effect of Exchange Rate Changes on Cash and Cash Equivalents

     (15 )     19  
    


 


Net Increase in Cash and Cash Equivalents

     613       1,142  

Cash and Cash Equivalents—Beginning of year

     1,638       683  
    


 


Cash and Cash Equivalents—End of quarter

   $ 2,251     $ 1,825  
    


 


 

-11-


PepsiCo, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet

(in millions)

    

(unaudited)

9/6/03


    12/28/02

 

Assets

                

Current Assets

                

Cash and cash equivalents

   $ 2,251     $ 1,638  

Short-term investments, at cost

     387       207  
    


 


       2,638       1,845  

Accounts and notes receivable, net

     3,176       2,531  

Inventories

                

Raw material

     601       525  

Work-in-process

     229       214  

Finished goods

     610       603  
    


 


       1,440       1,342  

Prepaid expenses and other current assets

     667       695  
    


 


Total Current Assets

     7,921       6,413  

Property, plant and equipment, net

     7,600       7,390  

Amortizable intangible assets, net

     739       801  

Goodwill

     3,661       3,631  

Other nonamortizable intangibles

     793       787  
    


 


       4,454       4,418  

Investments in unconsolidated affiliates

     2,822       2,611  

Other assets

     1,745       1,841  
    


 


Total Assets

   $ 25,281     $ 23,474  
    


 


Liabilities and Shareholders’ Equity

                

Current Liabilities

                

Short-term borrowings

   $ 197     $ 562  

Accounts payable and other current liabilities

     4,878       4,998  

Income taxes payable

     891       492  
    


 


Total Current Liabilities

     5,966       6,052  

Long-term debt

     2,080       2,187  

Other liabilities

     4,421       4,226  

Deferred income taxes

     1,911       1,718  

Preferred stock, no par value

     41       41  

Repurchased preferred stock

     (58 )     (48 )

Common Shareholders’ Equity

                

Common Stock

     30       30  

Retained Earnings

     15,285       13,464  

Accumulated other comprehensive loss

     (1,601 )     (1,672 )
    


 


       13,714       11,822  

Less: Repurchased shares

     (2,794 )     (2,524 )
    


 


Total Common Shareholders’ Equity

     10,920       9,298  
    


 


Total Liabilities and Shareholders’ Equity

   $ 25,281     $ 23,474  
    


 


 

# # # #

 

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