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UNITED STATES
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
Date of Report (Date of earliest event reported): April 17, 2019
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
 
North Carolina
 
1-1183
 
13-1584302
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
700 Anderson Hill Road, Purchase, New York
 
10577
 
 
(Address of principal executive offices)
 
(Zip Code)
 
                        
Registrant’s telephone number, including area code: (914) 253-2000
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release issued by PepsiCo, Inc. (“PepsiCo”), dated April 17, 2019, reporting PepsiCo’s financial results for the 12 weeks ended March 23, 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
 
Description
99.1
  
Press Release issued by PepsiCo, Inc., dated April 17, 2019.




INDEX TO EXHIBITS
 
Exhibit No.
 
Description
  

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.
 
 
 
PEPSICO, INC.
 
 
 
 
Date:
April 17, 2019
By:
/s/ David Yawman
 
 
Name:
David Yawman
 
 
Title:
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary
 
 
 
 



Exhibit


Exhibit 99.1
https://cdn.kscope.io/1d14e3476829704647e9263450f2d0fe-pepsicologo20185a04.jpg
PepsiCo Reports First-Quarter 2019 Results; Reaffirms 2019 Financial Targets
Reported (GAAP) First-Quarter 2019 Results
 
First Quarter
Net revenue growth
2.6%
Foreign exchange impact on net revenue
(3)%
Earnings per share (EPS)
$1.00
EPS growth
6%
Foreign exchange impact on EPS
(2)%
Organic/Core (non-GAAP)1 First-Quarter 2019 Results
 
First Quarter
Organic revenue growth
5.2%
Core EPS
$0.97
Core constant currency EPS growth
3%
PURCHASE, N.Y. - April 17, 2019 - PepsiCo, Inc. (NASDAQ: PEP) today reported results for the first quarter 2019.
“We are pleased with our results for the first quarter,” said Chairman and CEO Ramon Laguarta. “While adverse foreign exchange translation negatively impacted our reported net revenue performance, our underlying organic revenue growth accelerated to more than 5% in the quarter. Frito-Lay North America and each of our international divisions delivered particularly strong operating performance, and PepsiCo Beverages North America generated sequential quarterly net revenue acceleration.”
Laguarta continued, “We are equally pleased with the progress we are making on our ambitious agenda to invest to build capabilities, strengthen our brands, and add capacity to grow. With our strong start to the year and good momentum on our key priorities, we remain confident in achieving the 2019 financial targets we communicated earlier this year.”

1 Please refer to the Glossary for definitions of non-GAAP financial measures, including “Organic,” “Core” and “Constant Currency,” and to “2019 Guidance and Outlook” for additional information regarding PepsiCo’s full-year 2019 financial targets.  PepsiCo provides guidance on a non-GAAP basis as we cannot predict certain elements which are included in GAAP results, including the impact of foreign exchange and mark-to-market adjustments. Please refer to PepsiCo’s Form 10-Q filed with the SEC on April 17, 2019 for additional information regarding PepsiCo’s financial results for the 12 weeks ended March 23, 2019.

1




Summary First-Quarter 2019 Performance

 
Revenue
 
Volume
 
GAAP Reported
% Change
Percentage Point Impact
Organic
% Change
 
Organic Volume % Change
 
Foreign Exchange Translation
Acquisitions, Divestitures, and Other Structural Changes
 
Food/Snacks
Beverages
FLNA
5.5
—
—
6
 
2
 
QFNA
(1)
0.5
(1)
(1)
 
(1)
 
PBNA
2
—
—
2.5
 
 
(2)
LatAm
1
8
—
10
 
—
7
ESSA
1.5
12
(6)
8
 
—
6
AMENA
(1)
5
5
10
 
4
2
Total
3
3
—
5
 
1
2
Operating Profit and EPS
 
GAAP Reported % Change
Percentage Point Impact
Core Constant Currency
% Change
 
Items Affecting Comparability
Foreign Exchange Translation
FLNA
10
—
—
11
QFNA
(11)
—
—
(11)
PBNA
—
1
—
1
LatAm
21
(5)
5
21
ESSA
6
13
14
33
AMENA
8
4.5
4.5
17
Corporate Unallocated Expenses
(16)
27
—
11
Total
11
(3)
2
10
 
 
 
 
 
EPS
6
(6)
2
3

Note: Rows may not sum due to rounding.
Organic revenue and core constant currency results are non-GAAP financial measures. Please refer to the reconciliation of GAAP and non-GAAP information in the attached exhibits and to the Glossary for definitions of “Organic,” “Core” and “Constant Currency.”


2




2019 Guidance and Outlook

The Company provides guidance on a non-GAAP basis as the Company cannot predict certain elements which are included in reported GAAP results, including the impact of foreign exchange translation and mark-to-market impacts.
Consistent with its previous guidance for 2019, the Company continues to expect:
•
Full-year organic revenue growth to be 4 percent.
•
A core effective tax rate of approximately 21 percent.
•
A decline in core constant currency EPS of approximately 1 percent, which incorporates lapping a number of 2018 strategic asset-sale and refranchising gains, the expected increased core effective tax rate, and expected 2019 incremental investments to strengthen the business.
•
Approximately $9 billion in cash from operating activities and free cash flow of approximately $5 billion, which assumes net capital spending of approximately $4.5 billion.
•
Total cash returns to shareholders of approximately $8 billion, comprised of dividends of approximately $5 billion and share repurchases of approximately $3 billion.
Applying current market consensus rates implies a 2-percentage-point foreign exchange translation headwind to both reported net revenue and EPS performance. This assumption and the guidance above implies 2019 core earnings per share of $5.50, a 3 percent decrease compared to 2018 core earnings per share of $5.66.
Conference Call:
At 7:45 a.m. (Eastern Time) today, the Company will host a conference call with investors and financial analysts to discuss first quarter 2019 results and the outlook for 2019. Further details will be accessible on the Company’s website at www.pepsico.com/investors.

Contacts:
Investors
 
Media
 
Jamie Caulfield
 
Carrie Ratner
 
Investor Relations
 
Communications
 
914-253-3035
 
914-253-3817
 
jamie.caulfield@pepsico.com
 
carrie.ratner@pepsico.com


3




PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Income
(in millions except per share amounts, unaudited)
 
 
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

 
 
 
 
Diluted
 
 
 
Net Income Attributable to PepsiCo per Common Share
$
1.00

 
$
0.94

Weighted-average common shares outstanding
1,413

 
1,430


A - 1




PepsiCo, Inc. and Subsidiaries
Supplemental Financial Information
(in millions and unaudited)
 
 
12 Weeks Ended
 
3/23/2019

 
3/24/2018

Net Revenue
 
 
 
Frito-Lay North America
$
3,815

 
$
3,617

Quaker Foods North America
594

 
601

PepsiCo Beverages North America
4,510

 
4,415

Latin America
1,241

 
1,224

Europe Sub-Saharan Africa
1,693

 
1,668

Asia, Middle East and North Africa
1,031

 
1,037

Total Net Revenue
$
12,884

 
$
12,562

 
 
 
 
Operating Profit (a)
 
 
 
Frito-Lay North America
$
1,159

 
$
1,050

Quaker Foods North America
138

 
155

PepsiCo Beverages North America
389

 
388

Latin America
230

 
189

Europe Sub-Saharan Africa
125

 
118

Asia, Middle East and North Africa
201

 
187

Corporate Unallocated Expenses
(234
)
 
(280
)
Total Operating Profit
$
2,008

 
$
1,807

(a)
For a discussion of reported operating profit performance, please refer to PepsiCo’s Quarterly Report on Form 10-Q for the 12 weeks ended March 23, 2019 (Q1 2019 Form 10-Q), filed with the U.S. Securities and Exchange Commission on April 17, 2019.


A - 2




PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in millions, unaudited)
 
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


A - 3




PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
(in millions except per share amounts)

 
(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, net
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, net
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

 

A - 4




Non-GAAP Measures
In discussing financial results and guidance, the Company refers to the following measures which are not in accordance with U.S. Generally Accepted Accounting Principles (GAAP): core results, core constant currency results, free cash flow and organic results. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance and as a factor in determining compensation for certain employees. We believe presenting non-GAAP financial measures provides additional information to facilitate comparison of our historical operating results and trends in our underlying operating results, and provides additional transparency on how we evaluate our business. We also believe presenting these measures allows investors to view our performance using the same measures that we use in evaluating our financial and business performance and trends.
We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of our ongoing financial and business performance or trends. Examples of items for which we may make adjustments include: amounts related to mark-to-market gains or losses (non-cash); charges related to restructuring programs; charges or adjustments related to the enactment of new laws, rules or regulations, such as significant tax law changes; amounts related to the resolution of tax positions; tax benefits related to reorganizations of our operations; amounts associated with mergers, acquisitions, divestitures and other structural changes; debt redemptions, cash tender or exchange offers; pension and retiree medical related items; asset impairments (non-cash); and remeasurements of net monetary assets. See below for a description of adjustments to our U.S. GAAP financial measures included herein. 
Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.
Glossary
We use the following definitions when referring to our non-GAAP financial measures, which may not be the same as or comparable to similar measures presented by other companies:

Acquisitions and divestitures: All mergers and acquisitions activity, including the impact of acquisitions, divestitures and changes in ownership or control in consolidated subsidiaries and nonconsolidated equity investees.
Beverage volume: Volume shipped to retailers and independent distributors from both PepsiCo and our bottlers.
 
Constant currency: Financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute our constant currency results, we multiply or divide, as appropriate, our current year U.S. dollar results by the current year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior year average foreign exchange rates.
Core: Core results are non-GAAP financial measures which exclude certain items from our historical results. For more information regarding these excluded items for the first quarter of 2019 and 2018, refer to “Items Affecting Comparability” in “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Q1 2019 Form 10-Q. For more information regarding these excluded items for the year ended December 29, 2018, refer to “Items Affecting Comparability” in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2018. For the periods presented, core results exclude the following items:
Mark-to-market net impact
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses. These gains and losses are subsequently reflected in division results when the divisions recognize the cost of the underlying commodity in operating profit.
Restructuring and impairment charges
Expenses related to the multi-year productivity plans publicly announced on February 15, 2019 and in 2014.
Inventory fair value adjustments and merger and integration charges
Incremental costs primarily related to fair value adjustments to the acquired inventory related to our acquisition of SodaStream.

A - 5




Tax benefit/net tax expense related to the Tax Cuts and Jobs Act
During the fourth quarter of 2017, the TCJ Act was enacted in the United States. Among its many provisions, the TCJ Act imposed a mandatory one-time transition tax on undistributed international earnings and reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. In periods subsequent to the enactment of the TCJ Act, we recognized certain tax benefits and/or expenses associated therewith.
While our accounting for the recorded impact of the TCJ Act as of December 29, 2018 was deemed to be complete, this amount was based on prevailing regulations and available information as of December 29, 2018, and additional guidance issued by the Internal Revenue Service (IRS) impacted, and may continue to impact, our recorded amounts after December 29, 2018.
Other net tax benefits
In the year ended December 29, 2018, other net tax benefits related to the reorganization of our international operations and non-cash tax benefits associated with both the conclusion of certain international tax audits and our agreement with the IRS resolving all open matters related to the audits of taxable years 2012 and 2013.
Charges related to cash tender and exchange offers
In the year ended December 29, 2018, interest expense in connection with our cash tender and exchange offers, primarily representing the tender price paid over the carrying value of the tendered notes.
Effective net pricing: Reflects the year-over-year impact of discrete pricing actions, sales incentive activities and mix resulting from selling varying products in different package sizes and in different countries.
Free cash flow: Net cash provided by operating activities less capital spending, plus sales of property, plant and equipment. Since net capital spending is essential to our product innovation initiatives and maintaining our operational capabilities, we believe that it is a recurring and necessary use of cash. As such, we believe investors should also consider net capital spending when evaluating our cash from operating activities.
Free cash flow is used by us primarily for financing activities, including debt repayments, dividends and share repurchases. Free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the measure.
Net capital spending: Capital spending less cash proceeds from sales of property, plant and equipment.
Organic: A measure that adjusts for impacts of acquisitions, divestitures and other structural changes and foreign exchange translation.

2019 guidance
Our 2019 organic revenue growth guidance excludes the impact of acquisitions, divestitures and other structural changes and foreign exchange translation. Our 2019 core tax rate guidance and 2019 core constant currency EPS performance guidance exclude the mark-to-market net impact included in corporate unallocated expenses and restructuring and impairment charges. Our 2019 core constant currency EPS performance guidance also excludes the impact of foreign exchange translation. We are unable to reconcile our full year projected 2019 organic revenue growth to our full year projected 2019 reported net revenue growth because we are unable to predict the 2019 impact of foreign exchange due to the unpredictability of future changes in foreign exchange rates and because we are unable to predict the occurrence or impact of any acquisitions, divestitures or other structural changes. We are also unable to reconcile our full year projected 2019 core tax rate to our full year projected 2019 reported tax rate, or our full year projected 2019 core constant currency EPS performance to our full year projected 2019 reported EPS performance because we are unable to predict the 2019 impact of foreign exchange or the mark-to-market net impact on commodity derivatives due to the unpredictability of future changes in foreign exchange rates and commodity prices. Therefore, we are unable to provide a reconciliation of these measures.


A - 6




PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information
Organic Revenue Growth Rates
12 Weeks Ended March 23, 2019 (unaudited)
 
12 Weeks Ended March 23, 2019
 
 
 
Impact of
 
 
Impact of
Net Revenue Year over Year % Change
Reported
% Change, GAAP Measure
 
Foreign exchange translation
 
Acquisitions and divestitures
 
Organic
% Change, Non-GAAP Measure
 
Volume
 
Effective net pricing
Frito-Lay North America
5.5
 %

—

—


6
 %
 
2

 
3

Quaker Foods North America
(1
)%
 
0.5
 
(1
)
 
(1
)%
 
(1
)
 
—

PepsiCo Beverages North America
2
 %

—

—


2.5
 %
 
(2
)
 
4

Latin America
1
 %

8

—


10
 %
 
—

 
10

Europe Sub-Saharan Africa
1.5
 %

12

(6
)

8
 %
 
1

 
6

Asia, Middle East and North Africa
(1
)%

5

5


10
 %
 
6

 
3

Total PepsiCo
3
 %

3

—


5
 %
 
1

 
4.5
















Note – Certain amounts above may not sum due to rounding.

A - 7




PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Year over Year Growth Rates
12 Weeks Ended March 23, 2019 (unaudited)
 
12 Weeks Ended 3/23/2019
 
 
 
Impact of Items Affecting Comparability
 
 
 
Impact of
 
 
Operating Profit Year over Year % Change
Reported
% Change,
GAAP Measure
 
Mark-to-market net impact
 
Restructuring and
impairment
charges
 
Inventory fair value adjustments and merger and integration charges
 
Tax benefits related to the TCJ Act
 
Core
% Change, Non-GAAP Measure(a)
 
Foreign exchange
translation
 
Core Constant Currency
% Change,
Non-GAAP Measure(a)
Frito-Lay North America
10
 %
 
—

 
—

 
—
 
—

 
10
 %
 
—
 
11
 %
Quaker Foods North America
(11
)%
 
—

 
—

 
—
 
—

 
(11
)%
 
—
 
(11
)%
PepsiCo Beverages North America
—
 %
 
—

 
1

 
—
 
—

 
1
 %
 
—
 
1
 %
Latin America
21
 %
 
—

 
(5
)
 
—
 
—

 
16
 %
 
5
 
21
 %
Europe Sub-Saharan Africa
6
 %
 
—

 
1

 
12
 
—

 
19
 %
 
14
 
33
 %
Asia, Middle East and North Africa
8
 %
 
—

 
4.5

 
—
 
—

 
12
 %
 
4.5
 
17
 %
Corporate Unallocated Expenses
(16
)%
 
34

 
(6
)
 
—
 
—

 
11
 %
 
—
 
11
 %
Total Operating Profit
11
 %
 
(5
)
 
1

 
1
 
—

 
8
 %
 
2
 
10
 %
Net Income Attributable to PepsiCo
5
 %
 
(5
)
 
1

 
1
 
(2
)
 
—
 %
 
2
 
2
 %
Net Income Attributable to PepsiCo per common share – diluted
6
 %
 
(5
)
 
1

 
1
 
(2
)
 
1
 %
 
2
 
3
 %
(a)
Core results and core constant currency results are financial measures that are not in accordance with GAAP and exclude the above items affecting comparability. See A-5 through A-6 for a discussion of each of these adjustments.














Note – Certain amounts above may not sum due to rounding.

A - 8




PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Certain Line Items
12 Weeks Ended March 23, 2019 and March 24, 2018
(in millions except per share amounts, unaudited)
 
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(b)
 
Net income attributable to PepsiCo
 
Net income attributable to PepsiCo per common share - diluted
 
Effective tax rate(c)
Reported, GAAP Measure
$
5,688

 
$
7,196

 
$
5,188

 
$
2,008

 
$
64

 
$
446

 
$
1,413

 
$
1.00

 
23.9
%
Items Affecting Comparability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark-to-market net impact
19

 
(19
)
 
41

 
(60
)
 
—

 
(14
)
 
(46
)
 
(0.03
)
 
—

Restructuring and impairment charges
(8
)
 
8

 
(23
)
 
31

 
(5
)
 
3

 
23

 
0.02

 
(0.2
)
Inventory fair value adjustments and merger and integration charges
(14
)
 
14

 
(1
)
 
15

 
—

 
2

 
13

 
0.01

 
(0.1
)
Tax benefits related to the TCJ Act
—

 
—

 
—

 
—

 
—

 
29

 
(29
)
 
(0.02
)
 
1.6

Core, Non-GAAP Measure (a)
$
5,685

 
$
7,199

 
$
5,205

 
$
1,994

 
$
59

 
$
466

 
$
1,374

 
$
0.97

 
25.2
%
 
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(b)
 
Net income attributable to PepsiCo
 
Net income attributable to PepsiCo per common share - diluted
 
Effective tax rate(c)
Reported, GAAP Measure
$
5,655

 
$
6,907

 
$
5,100

 
$
1,807

 
$
75

 
$
304

 
$
1,343

 
$
0.94

 
18.3
 %
Items Affecting Comparability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark-to-market net impact
(27
)
 
27

 
(4
)
 
31

 
—

 
7

 
24

 
0.02

 
0.1

Restructuring and impairment charges
—

 
—

 
(8
)
 
8

 
4

 
1

 
11

 
0.01

 
(0.1
)
Provisional net tax expense related to the TCJ Act
—

 
—

 
—

 
—

 
—

 
(1
)
 
1

 
—

 
(0.1
)
Core, Non-GAAP Measure (a)
$
5,628

 
$
6,934

 
$
5,088

 
$
1,846

 
$
79

 
$
311

 
$
1,379

 
$
0.96

 
18.3
 %
(a)
Core results are financial measures that are not in accordance with GAAP and exclude the above items affecting comparability. See A-5 through A-6 for a discussion of each of these adjustments.
(b)
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.
(c)
The impact of items affecting comparability on our effective tax rate represents the difference in the effective tax rate resulting from a higher or lower tax rate applicable to the items affecting comparability.






Note – Certain amounts above may not sum due to rounding.

A - 9




PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Operating Profit by Division
12 Weeks Ended March 23, 2019 and March 24, 2018
(in millions, unaudited)
 
12 Weeks Ended 3/23/2019
 
 
 
Items Affecting Comparability
 
 
Operating Profit
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(a)
Frito-Lay North America
$
1,159

 
$
—

 
$
—

 
$
—

 
$
1,159

Quaker Foods North America
138

 
—

 
—

 
—

 
138

PepsiCo Beverages North America
389

 
—

 
6

 
—

 
395

Latin America
230

 
—

 
—

 
—

 
230

Europe Sub-Saharan Africa
125

 
—

 
6

 
15

 
146

Asia, Middle East and North Africa
201

 
—

 
11

 
—

 
212

Corporate Unallocated Expenses
(234
)
 
(60
)
 
8

 
—

 
(286
)
Total PepsiCo
$
2,008

 
$
(60
)
 
$
31

 
$
15

 
$
1,994

 
12 Weeks Ended 3/24/2018
 
 
 
Items Affecting Comparability
 
 
Operating Profit
Reported, GAAP Measure
 
Mark-to-market
net impact
 
Restructuring and impairment charges
 
Core,
Non-GAAP Measure(a)
Frito-Lay North America
$
1,050

 
$
—

 
$
—

 
$
1,050

Quaker Foods North America
155

 
—

 
—

 
155

PepsiCo Beverages North America
388

 
—

 
2

 
390

Latin America
189

 
—

 
9

 
198

Europe Sub-Saharan Africa
118

 
—

 
4

 
122

Asia, Middle East and North Africa
187

 
—

 
2

 
189

Corporate Unallocated Expenses
(280
)
 
31

 
(9
)
 
(258
)
Total PepsiCo
$
1,807

 
$
31

 
$
8

 
$
1,846

(a)
Core results are financial measures that are not in accordance with GAAP and exclude the above items affecting comparability. See A-5 through A-6 for a discussion of each of these adjustments.

A - 10



PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
(unaudited)

Gross Margin Growth Reconciliation

12 Weeks Ended

 
3/23/2019

Reported Gross Margin Growth
87

bps
Mark-to-Market Net Impact
(36
)

Restructuring and Impairment Charges
6


Inventory Fair Value Adjustments and Merger and Integration Charges
10


Core Gross Margin Growth
67

bps
Operating Margin Growth Reconciliation 
 
12 Weeks Ended
 
 
3/23/2019
 
Reported Operating Margin Growth
120

bps
Mark-to-Market Net Impact
(72
)
 
Restructuring and Impairment Charges
18

 
Inventory Fair Value Adjustments and Merger and Integration Charges
12

 
Core Operating Margin Growth
78

bps
Fiscal 2018 Diluted EPS Reconciliation
 
Year Ended
 
12/29/2018
Reported Diluted EPS
$
8.78

Mark-to-Market Net Impact
0.09

Restructuring and Impairment Charges
0.18

Merger and Integration Charges
0.05

Net Tax Benefit Related to the TCJ Act
(0.02
)
Other Net Tax Benefits
(3.55
)
Charges Related to Cash Tender and Exchange Offers
0.13

Core Diluted EPS
$
5.66

Net Cash Provided by Operating Activities Reconciliation (in billions)
 
2019
 
Guidance
Net Cash Provided by Operating Activities
$
~
9

Net Capital Spending
 
~
(4.5
)
Free Cash Flow
$
~
5






Note – Certain amounts above may not sum due to rounding.

A - 11




Cautionary Statement
Statements in this communication that are “forward-looking statements,” including our 2019 guidance, are based on currently available information, operating plans and projections about future events and trends. Terminology such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions are intended to identify forward looking statements, although not all forward looking statements contain such terms. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward looking statements. Such risks and uncertainties include, but are not limited to: changes in demand for PepsiCo’s products, as a result of changes in consumer preferences or otherwise; changes in laws related to the use or disposal of plastics or other packaging of PepsiCo’s products; changes in, or failure to comply with, applicable laws and regulations; imposition or proposed imposition of new or increased taxes aimed at PepsiCo’s products; imposition of labeling or warning requirements on PepsiCo’s products; PepsiCo’s ability to compete effectively; failure to realize anticipated benefits from PepsiCo’s productivity initiatives or operating model; political conditions, civil unrest or other developments and risks in the markets where PepsiCo’s products are made, manufactured, distributed or sold; PepsiCo’s ability to grow its business in developing and emerging markets; uncertain or unfavorable economic conditions in the countries in which PepsiCo operates; the ability to protect information systems against, or effectively respond to, a cybersecurity incident or other disruption; increased costs, disruption of supply or shortages of raw materials and other supplies; business disruptions; product contamination or tampering or issues or concerns with respect to product quality, safety and integrity; damage to PepsiCo’s reputation or brand image; failure to successfully complete, integrate or manage acquisitions and joint ventures into PepsiCo’s existing operations or to complete or manage divestitures or refranchisings; changes in estimates and underlying assumptions regarding future performance that could result in an impairment charge; increase in income tax rates, changes in income tax laws or disagreements with tax authorities; PepsiCo’s ability to recruit, hire or retain key employees or a highly skilled and diverse workforce; loss of, or a significant reduction in sales to, any key customer; disruption to the retail landscape, including rapid growth in hard discounters and the e-commerce channel; any downgrade or potential downgrade of PepsiCo’s credit ratings; PepsiCo’s ability to implement shared services or utilize information technology systems and networks effectively; fluctuations or other changes in exchange rates; climate change or water scarcity, or legal, regulatory or market measures to address climate change or water scarcity; failure to successfully negotiate collective bargaining agreements, or strikes or work stoppages; infringement of intellectual property rights; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations; and other factors that may adversely affect the price of PepsiCo’s publicly traded securities and financial performance.
For additional information on these and other factors that could cause PepsiCo’s actual results to materially differ from those set forth herein, please see PepsiCo’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward looking statement, whether as a result of new information, future events or otherwise.

A - 12