Document
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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): October 3, 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 and Zip Code)
Registrant’s telephone number, including area code: (914253-2000
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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
 
Trading Symbols
 
Name of each exchange on which registered
Common Stock, par value 1-2/3 cents per share
 
PEP
 
The Nasdaq Stock Market LLC
2.500% Senior Notes Due 2022
 
PEP22a
 
The Nasdaq Stock Market LLC
1.750% Senior Notes Due 2021
 
PEP21a
 
The Nasdaq Stock Market LLC
2.625% Senior Notes Due 2026
 
PEP26
 
The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2028
 
PEP28
 
The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2027
 
PEP27
 
The Nasdaq Stock Market LLC
1.125% Senior Notes Due 2031
 
PEP31
 
The Nasdaq Stock Market LLC





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 October 3, 2019, reporting PepsiCo’s financial results for the 12 and 36 weeks ended September 7, 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
 
Description
99.1
  
Press Release issued by PepsiCo, Inc., dated October 3, 2019.
104
 
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.





INDEX TO EXHIBITS
 
Exhibit No.
 
Description
  
104
 
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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:
October 3, 2019
By:
/s/ David Yawman
 
 
Name:
David Yawman
 
 
Title:
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary
 
 
 
 



Exhibit


Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13137127&doc=8
PepsiCo Reports Third-Quarter 2019 Results; Updates Full-Year Organic Revenue Growth Target
Reported (GAAP) Third-Quarter and Year-to-Date 2019 Results
 
Third Quarter
Year-to-Date
Net revenue growth
4.3%
3.1%
Foreign exchange impact on net revenue
(1)%
(2)%
Earnings per share (EPS)
$1.49
$3.94
EPS performance
(15)%
(1)%
Foreign exchange impact on EPS
(1)%
(2)%
Organic/Core (non-GAAP)1 Third-Quarter and Year-to-Date 2019 Results
 
Third Quarter
Year-to-Date
Organic revenue growth
4.3%
4.6%
Core EPS
$1.56
$4.07
Core constant currency EPS change
(1)%
(0.5)%
PURCHASE, N.Y. - October 3, 2019 - PepsiCo, Inc. (NASDAQ: PEP) today reported results for the third quarter 2019.
“We are pleased with our results for the third quarter,” said Chairman and CEO Ramon Laguarta. “While adverse foreign exchange translation negatively impacted reported net revenue performance, organic revenue growth was 4.3% in the quarter.”
Laguarta continued, “We are making good progress against our strategic priorities and our businesses are performing well as we continue to make the necessary investments in our capabilities, brands, manufacturing and go-to-market capacity to propel our future growth. Given our performance year-to-date, we now expect to meet or exceed our full-year organic revenue growth target of 4%.”


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 October 3, 2019 for additional information regarding PepsiCo’s financial results for the 12 and 36 weeks ended September 7, 2019.

1





Summary Third-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
5.5
 
1.5
 
QFNA
1.5
1
 
(1)
 
PBNA
3.5
(1)
3
 
 
(1)
LatAm
2
2
4
 
(3)
5
ESSA
6
4
(5)
4
 
(1)
AMENA
5
1
3.5
9
 
8
4
Total
4
1
(1)
4
 
1
2
Operating Profit and EPS
 
GAAP Reported % Change
Percentage Point Impact
Core Constant Currency
% Change
 
Items Affecting Comparability
Foreign Exchange Translation
FLNA
4
1
5
QFNA
(12)
1
(11)
PBNA
(9)
2
(7)
LatAm
(3)
6
1
5
ESSA
8
0.5
4
13
AMENA
15
3
1
19
Corporate Unallocated Expenses
10
10
20
Total
1
1
3
 
 
 
 
 
EPS
(15)
13
1
(1)

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





Summary Year-to-Date 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
 
1
 
QFNA
1
(0.5)
1
 
(1)
 
PBNA
3
(0.5)
2
 
 
(1.5)
LatAm
2
6
8
 
5
ESSA
3
7
(5)
5
 
1
1
AMENA
1
3
3
8
 
6
2
Total
3
2
(1)
5
 
1
1
 
Operating Profit and EPS
 
GAAP Reported
% Change
Percentage Point Impact
Core Constant Currency
% Change
 
Items Affecting Comparability
Foreign Exchange Translation
FLNA
6
0.5
7
QFNA
(12)
(11)
PBNA
(6)
1
(5)
LatAm
6
3.5
3
12
ESSA
(3)
9
8
14
AMENA
(11)
6
2.5
(3)
Corporate Unallocated Expenses
3
9
12
Total
(1)
2
2
2
 
 
 
 
 
EPS
(1)
(1.5)
2
(0.5)

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.”





3





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.
The Company now expects to meet or exceed its full-year organic revenue growth target of 4 percent.

Consistent with its previous guidance for 2019, the Company continues to expect:
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 third 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
 
investor@pepsico.com
 
pepsicomediarelations@pepsico.com
 
 
 
 
 
 
 
 
 
 
 
 


4





PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Income
(in millions except per share amounts, unaudited)
 
 
12 Weeks Ended
 
36 Weeks Ended
 
9/7/2019

 
9/8/2018

 
9/7/2019

 
9/8/2018

Net Revenue
$
17,188

 
$
16,485

 
$
46,521

 
$
45,137

Cost of sales
7,694

 
7,527

 
20,786

 
20,445

Gross profit
9,494

 
8,958

 
25,735

 
24,692

Selling, general and administrative expenses
6,639

 
6,114

 
18,143

 
17,013

Operating Profit
2,855

 
2,844

 
7,592

 
7,679

Other pension and retiree medical benefits income
38

 
74

 
163

 
231

Interest expense
(262
)
 
(302
)
 
(790
)
 
(904
)
Interest income and other
38

 
81

 
139

 
248

Income before income taxes
2,669

 
2,697

 
7,104

 
7,254

Provision for income taxes
559

 
188

 
1,529

 
1,562

Net income
2,110

 
2,509

 
5,575

 
5,692

Less: Net income attributable to noncontrolling interests
10

 
11

 
27

 
31

Net Income Attributable to PepsiCo
$
2,100

 
$
2,498

 
$
5,548

 
$
5,661

 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
Net income attributable to PepsiCo per common share
$
1.49

 
$
1.75

 
$
3.94

 
$
3.97

Weighted-average common shares outstanding
1,405

 
1,424

 
1,409

 
1,427



A - 1





PepsiCo, Inc. and Subsidiaries
Supplemental Financial Information
(in millions and unaudited)
 
 
12 Weeks Ended
 
36 Weeks Ended
 
9/7/2019

 
9/8/2018

 
9/7/2019

 
9/8/2018

Net Revenue
 
 
 
 
 
 
 
Frito-Lay North America
$
4,105

 
$
3,891

 
$
11,930

 
$
11,345

Quaker Foods North America
576

 
567

 
1,710

 
1,695

PepsiCo Beverages North America
5,643

 
5,456

 
15,475

 
15,064

Latin America
1,904

 
1,868

 
5,031

 
4,935

Europe Sub-Saharan Africa
3,347

 
3,161

 
8,173

 
7,945

Asia, Middle East and North Africa
1,613

 
1,542

 
4,202

 
4,153

Total
$
17,188

 
$
16,485

 
$
46,521

 
$
45,137

 
 
 
 
 
 
 
 
Operating Profit (a)
 
 
 
 
 
 
 
Frito-Lay North America
$
1,286

 
$
1,241

 
$
3,694

 
$
3,491

Quaker Foods North America
126

 
143

 
391

 
443

PepsiCo Beverages North America
640

 
703

 
1,719

 
1,838

Latin America
277

 
284

 
785

 
742

Europe Sub-Saharan Africa
474

 
439

 
965

 
995

Asia, Middle East and North Africa
357

 
311

 
883

 
994

Corporate Unallocated Expenses
(305
)
 
(277
)
 
(845
)
 
(824
)
Total
$
2,855

 
$
2,844

 
$
7,592

 
$
7,679

(a)
For a discussion of reported operating profit performance, please refer to PepsiCo’s Quarterly Report on Form 10-Q for the 12 and 36 weeks ended September 7, 2019 (Q3 2019 Form 10-Q), filed with the U.S. Securities and Exchange Commission on October 3, 2019.


A - 2





PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in millions, unaudited)
 
36 Weeks Ended
 
9/7/2019

 
9/8/2018

Operating Activities
 
 
 
Net income
$
5,575

 
$
5,692

Depreciation and amortization
1,634

 
1,636

Share-based compensation expense
169

 
203

Restructuring and impairment charges
282

 
79

Cash payments for restructuring charges
(248
)
 
(179
)
Pension and retiree medical plan expenses
165

 
147

Pension and retiree medical plan contributions
(391
)
 
(1,664
)
Deferred income taxes and other tax charges and credits
195

 
(609
)
Tax (benefits)/net tax expense related to the Tax Cuts and Jobs Act (TCJ Act)
(29
)
 
854

Tax payments related to the TCJ Act
(393
)
 
(41
)
Change in assets and liabilities:
 
 
 
Accounts and notes receivable
(1,716
)
 
(1,299
)
Inventories
(573
)
 
(362
)
Prepaid expenses and other current assets
(264
)
 
(158
)
Accounts payable and other current liabilities
80

 
116

Income taxes payable
347

 
674

Other, net
230

 
(357
)
Net Cash Provided by Operating Activities
5,063

 
4,732

 
 
 
 
Investing Activities
 
 
 
Capital spending
(1,959
)
 
(1,578
)
Sales of property, plant and equipment
63

 
119

Acquisition of SodaStream International Ltd. (SodaStream)
(1,905
)
 

Other acquisitions and investments in noncontrolled affiliates
(723
)
 
(253
)
Divestitures
253

 
294

Short-term investments, by original maturity:
 
 
 
More than three months - purchases

 
(5,637
)
More than three months - maturities
8

 
11,874

More than three months - sales
3

 
772

Three months or less, net
13

 
7

Other investing, net
(38
)
 

Net Cash (Used for)/Provided by Investing Activities
(4,285
)
 
5,598

 
 
 
 
Financing Activities
 
 
 
Proceeds from issuances of long-term debt
3,098

 

Payments of long-term debt
(2,954
)
 
(2,506
)
Short-term borrowings, by original maturity:
 
 
 
More than three months - proceeds
6

 
2

More than three months - payments

 
(17
)
Three months or less, net
94

 
(1,384
)
Cash dividends paid
(3,971
)
 
(3,621
)
Share repurchases - common
(2,268
)
 
(1,442
)
Share repurchases - preferred

 
(2
)
Proceeds from exercises of stock options
282

 
215

Withholding tax payments on restricted stock units, performance stock units and PepsiCo
equity performance units converted
(100
)
 
(93
)
Other financing
(16
)
 
(23
)
Net Cash Used for Financing Activities
(5,829
)
 
(8,871
)
Effect of exchange rate changes on cash and cash equivalents and restricted cash
(11
)
 
(73
)
Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted Cash
(5,062
)
 
1,386

Cash and Cash Equivalents and Restricted Cash, Beginning of Year
10,769

 
10,657

Cash and Cash Equivalents and Restricted Cash, End of Period
$
5,707

 
$
12,043


A - 3





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

 
(unaudited)

 
 
 
9/7/2019

 
12/29/2018

ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
5,494

 
$
8,721

Short-term investments
287

 
272

Restricted cash
127

 
1,997

Accounts and notes receivable, net
8,735

 
7,142

Inventories:
 
 
 
Raw materials and packaging
1,509

 
1,312

Work-in-process
316

 
178

Finished goods
1,842

 
1,638

 
3,667

 
3,128

Prepaid expenses and other current assets
888

 
633

Total Current Assets
19,198

 
21,893

Property, Plant and Equipment, net
17,586

 
17,589

Amortizable Intangible Assets, net
1,437

 
1,644

Goodwill
15,338

 
14,808

Other indefinite-lived intangible assets
14,375

 
14,181

Indefinite-Lived Intangible Assets
29,713

 
28,989

Investments in Noncontrolled Affiliates
2,690

 
2,409

Deferred Income Taxes
4,340

 
4,364

Other Assets
2,480

 
760

Total Assets
$
77,444

 
$
77,648

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Short-term debt obligations
$
2,924

 
$
4,026

Accounts payable and other current liabilities
17,207

 
18,112

Total Current Liabilities
20,131

 
22,138

Long-Term Debt Obligations
29,630

 
28,295

Deferred Income Taxes
3,643

 
3,499

Other Liabilities
9,816

 
9,114

Total Liabilities
63,220

 
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: 1,396 and 1,409 shares, respectively)
23

 
23

Capital in excess of par value
3,842

 
3,953

Retained earnings
61,514

 
59,947

Accumulated other comprehensive loss
(15,126
)
 
(15,119
)
Repurchased common stock, in excess of par value (471 and 458 shares, respectively)
(36,124
)
 
(34,286
)
Total PepsiCo Common Shareholders’ Equity
14,129

 
14,518

Noncontrolling interests
95

 
84

Total Equity
14,224

 
14,602

Total Liabilities and Equity
$
77,444

 
$
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 plans; 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.
Bottler case sales (BCS): Measure of physical beverage volume shipped to retailers and independent distributors from both PepsiCo and our independent bottlers.
Concentrate shipments and equivalents (CSE): Measure of our physical beverage volume shipments to independent bottlers, retailers and independent distributors.
 
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 further information regarding these excluded items for the 12 and 36 weeks ended September 7, 2019 and September 8, 2018, refer to “Items Affecting Comparability” in “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Q3 2019 Form 10-Q. For further 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.

A - 5





Inventory fair value adjustments and merger and integration charges
Charges largely related to our acquisition of Sodastream, including incremental costs related to fair value adjustments to the acquired inventory, as well as merger and integration charges.
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 and 36 Weeks Ended September 7, 2019
(unaudited)
 
12 Weeks Ended 9/7/2019
 
 
 
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(a)
 
Effective net pricing
Frito-Lay North America
5.5
%
 
 

 
5.5
%
 
2

 
3.5
Quaker Foods North America
1.5
%
 
 

 
1
%
 
(1
)
 
2
PepsiCo Beverages North America
3.5
%
 
 
(1
)
 
3
%
 
(1
)
 
3
Latin America
2
%

2



4
%
 
(3
)
 
7
Europe Sub-Saharan Africa
6
%

4

(5
)

4
%
 
(2
)
 
6
Asia, Middle East and North Africa
5
%

1

3.5


9
%
 
7

 
3
Total
4
%
 
1
 
(1
)
 
4
%
 

 
4
 
36 Weeks Ended 9/7/2019
 
 
 
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(a)
 
Effective net pricing
Frito-Lay North America
5
%




5
%
 
2

 
3.5
Quaker Foods North America
1
%


(0.5
)

1
%
 
(1
)
 
1
PepsiCo Beverages North America
3
%


(0.5
)

2
%
 
(1.5
)
 
4
Latin America
2
%

6



8
%
 

 
7
Europe Sub-Saharan Africa
3
%

7

(5
)

5
%
 
(1
)
 
6
Asia, Middle East and North Africa
1
%

3

3


8
%
 
6

 
2
Total
3
%

2

(1
)

5
%
 

 
4
(a)
Excludes the impact of acquisitions and divestitures. In certain instances, volume growth varies from the amounts disclosed in the Summary Third Quarter 2019 Performance and Summary Year-to-Date 2019 Performance tables on pages 2 and 3, respectively, due to nonconsolidated joint venture volume, and, for our beverage businesses, temporary timing differences between BCS and CSE, as well as the mix of beverage volume sold by our Company-owned and franchise-owned bottlers. Our net revenue excludes nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, is based on CSE.


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 and 36 Weeks Ended September 7, 2019
(unaudited)
 
12 Weeks Ended 9/7/2019
 
 
 
Impact of Items Affecting Comparability
 
 
 
Impact of
 
 
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
 
Provisional net tax expense related to the TCJ Act
 
Tax benefit
 
Core
% Change, Non-GAAP Measure(a)
 
Foreign exchange translation
 
Core Constant Currency
% Change,
Non-GAAP Measure(a)
Frito-Lay North America
4
 %
 

 
1

 

 

 
 
5
 %
 
 
5
 %
Quaker Foods North America
(12
)%
 

 
1

 

 

 
 
(11
)%
 
 
(11
)%
PepsiCo Beverages North America
(9
)%
 

 
2

 

 

 
 
(7
)%
 
 
(7
)%
Latin America
(3
)%
 

 
6

 

 

 
 
4
 %
 
1
 
5
 %
Europe Sub-Saharan Africa
8
 %
 

 

 
1

 

 
 
9
 %
 
4
 
13
 %
Asia, Middle East and North Africa
15
 %
 

 
3

 

 

 
 
18
 %
 
1
 
19
 %
Corporate Unallocated Expenses
10
 %
 
11

 
(1
)
 

 

 
 
20
 %
 
 
20
 %
Total Operating Profit
 %
 
(1
)
 
2

 

 

 
 
2
 %
 
1
 
3
 %
Net Income Attributable to PepsiCo
(16
)%
 
(1
)
 
2

 

 
(3
)
 
14
 
(3
)%
 
1
 
(2
)%
Net Income Attributable to PepsiCo per common share – diluted
(15
)%
 
(1
)
 
2

 

 
(3
)
 
14
 
(2
)%
 
1
 
(1
)%
 
36 Weeks Ended 9/7/2019
 
 
 
Impact of Items Affecting Comparability
 
 
 
Impact of
 
 
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/provisional net tax expense related to the TCJ Act
 
Tax benefits
 
Core
% Change, Non-GAAP Measure(a)
 
Foreign exchange
translation
 
Core Constant Currency
% Change,
Non-GAAP Measure(a)
Frito-Lay North America
6
 %
 

 
0.5

 
 

 
 
6
 %
 
 
7
 %
Quaker Foods North America
(12
)%
 

 

 
 

 
 
(11
)%
 
 
(11
)%
PepsiCo Beverages North America
(6
)%
 

 
1

 
 

 
 
(5
)%
 
 
(5
)%
Latin America
6
 %
 

 
3.5

 
 

 
 
9
 %
 
3
 
12
 %
Europe Sub-Saharan Africa
(3
)%
 

 

 
9
 

 
 
6
 %
 
8
 
14
 %
Asia, Middle East and North Africa
(11
)%
 

 
6

 
 

 
 
(5
)%
 
2.5
 
(3
)%
Corporate Unallocated Expenses
3
 %
 
14

 
(5
)
 
 

 
 
12
 %
 
 
12
 %
Total Operating Profit
(1
)%
 
(1
)
 
2

 
1
 

 
 
1
 %
 
2
 
2
 %
Net Income Attributable to PepsiCo
(2
)%
 
(1
)
 
2

 
1
 
(14
)
 
11
 
(3.5
)%
 
2
 
(2
)%
Net Income Attributable to PepsiCo per common share – diluted
(1
)%
 
(1
)
 
3

 
1
 
(14
)
 
11
 
(2
)%
 
2
 
(0.5
)%
(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 September 7, 2019 and September 8, 2018
(in millions except per share amounts, unaudited)
 
12 Weeks Ended 9/7/2019
 
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
$
7,694

 
$
9,494

 
$
6,639

 
$
2,855

 
$
38

 
$
559

 
$
2,100

 
$
1.49

 
21.0
 %
Items Affecting Comparability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark-to-market net impact
(13
)
 
13

 
9

 
4

 

 
1

 
3

 

 

Restructuring and impairment charges
(10
)
 
10

 
(83
)
 
93

 
5

 
16

 
82

 
0.06

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

 

 
(7
)
 
7

 

 
1

 
6

 

 

Core, Non-GAAP Measure (a)
$
7,671

 
$
9,517

 
$
6,558

 
$
2,959

 
$
43

 
$
577

 
$
2,191

 
$
1.56

 
20.8
 %
 
12 Weeks Ended 9/8/2018
 
Cost of sales
 
Gross profit
 
Selling, general and administrative expenses
 
Operating profit
 
Provision for income taxes(b)
 
Net income attributable to noncontrolling interests
 
Net income attributable to PepsiCo
 
Net income attributable to PepsiCo per common share - diluted
 
Effective tax rate(c)
Reported, GAAP Measure
$
7,527

 
$
8,958

 
$
6,114

 
$
2,844

 
$
188

 
$
11

 
$
2,498

 
$
1.75

 
7.0
 %
Items Affecting Comparability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark-to-market net impact
(31
)
 
31

 
2

 
29

 
6

 

 
23

 
0.02

 

Restructuring and impairment charges

 

 
(35
)
 
35

 
3

 
1

 
31

 
0.02

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

 

 

 

 
(76
)
 

 
76

 
0.05

 
(2.8
)
Tax benefit

 

 

 

 
364

 

 
(364
)
 
(0.26
)
 
13.5

Core, Non-GAAP Measure (a)
$
7,496

 
$
8,989

 
$
6,081

 
$
2,908

 
$
485

 
$
12

 
$
2,264

 
$
1.59

 
17.6
 %
(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.)
Certain Line Items
36 Weeks Ended September 7, 2019 and September 8, 2018
(in millions except per share amounts, unaudited)
 
36 Weeks Ended 9/7/2019
 
Cost of sales
 
Gross profit
 
Selling, general and administrative expenses
 
Operating profit
 
Provision for income taxes(b)
 
Net income attributable to noncontrolling interests
 
Net income attributable to PepsiCo
 
Net income attributable to PepsiCo per common share - diluted
 
Effective tax rate(c)
Reported, GAAP Measure
$
20,786

 
$
25,735

 
$
18,143

 
$
7,592

 
$
1,529

 
$
27

 
$
5,548

 
$
3.94

 
21.5
 %
Items Affecting Comparability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark-to-market net impact
19

 
(19
)
 
31

 
(50
)
 
(12
)
 

 
(38
)
 
(0.03
)
 

Restructuring and impairment charges
(100
)
 
100

 
(182
)
 
282

 
57

 
4

 
221

 
0.16

 
(0.1
)
Inventory fair value adjustments and merger and integration charges
(34
)
 
34

 
(12
)
 
46

 
8

 

 
38

 
0.03

 

Tax benefits related to the TCJ Act

 

 

 

 
29

 

 
(29
)
 
(0.02
)
 
0.4

Core, Non-GAAP Measure (a)
$
20,671

 
$
25,850

 
$
17,980

 
$
7,870

 
$
1,611

 
$
31

 
$
5,740

 
$
4.07

 
21.8
 %
 
36 Weeks Ended 9/8/2018
 
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 noncontrolling interests
 
Net income attributable to PepsiCo
 
Net income attributable to PepsiCo per common share - diluted
 
Effective tax rate(c)
Reported, GAAP Measure
$
20,445

 
$
24,692

 
$
17,013

 
$
7,679

 
$
231

 
$
1,562

 
$
31

 
$
5,661

 
$
3.97

 
21.5
 %
Items Affecting Comparability
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mark-to-market net impact
(51
)
 
51

 
(6
)
 
57

 

 
14

 

 
43

 
0.03

 

Restructuring and impairment charges

 

 
(75
)
 
75

 
4

 
12

 
1

 
66

 
0.05

 

Provisional net tax expense related to the TCJ Act

 

 

 

 

 
(854
)
 

 
854

 
0.60

 
(11.8
)
Tax benefits

 

 

 

 

 
678

 

 
(678
)
 
(0.48
)
 
9.3

Core, Non-GAAP Measure (a)
$
20,394

 
$
24,743

 
$
16,932

 
$
7,811

 
$
235

 
$
1,412

 
$
32

 
$
5,946

 
$
4.17

 
19.1
 %
(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 - 10





PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Operating Profit by Division
12 Weeks Ended September 7, 2019 and September 8, 2018
(in millions, unaudited)
 
12 Weeks Ended 9/7/2019
 
 
 
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
$
1,286

 
$

 
$
16

 
$

 
$
1,302

Quaker Foods North America
126

 

 
2

 

 
128

PepsiCo Beverages North America
640

 

 
26

 

 
666

Latin America
277

 

 
22

 

 
299

Europe Sub-Saharan Africa
474

 

 
14

 
7

 
495

Asia, Middle East and North Africa
357

 

 
10

 

 
367

Corporate Unallocated Expenses
(305
)
 
4

 
3

 

 
(298
)
Total
$
2,855

 
$
4

 
$
93

 
$
7

 
$
2,959

 
12 Weeks Ended 9/8/2018
 
 
 
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
$
1,241

 
$

 
$

 
$
1,241

Quaker Foods North America
143

 

 

 
143

PepsiCo Beverages North America
703

 

 
12

 
715

Latin America
284

 

 
4

 
288

Europe Sub-Saharan Africa
439

 

 
17

 
456

Asia, Middle East and North Africa
311

 

 
2

 
313

Corporate Unallocated Expenses
(277
)
 
29

 

 
(248
)
Total
$
2,844

 
$
29

 
$
35

 
$
2,908

(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 - 11





PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (cont.)
Operating Profit by Division
36 Weeks Ended September 7, 2019 and September 8, 2018
(in millions, unaudited)
 
36 Weeks Ended 9/7/2019
 
 
 
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
$
3,694

 
$

 
$
22

 
$

 
$
3,716

Quaker Foods North America
391

 

 
2

 

 
393

PepsiCo Beverages North America
1,719

 

 
42

 

 
1,761

Latin America
785

 

 
43

 

 
828

Europe Sub-Saharan Africa
965

 

 
73

 
45

 
1,083

Asia, Middle East and North Africa
883

 

 
63

 

 
946

Corporate Unallocated Expenses
(845
)
 
(50
)
 
37

 
1

 
(857
)
Total
$
7,592

 
$
(50
)
 
$
282

 
$
46

 
$
7,870

 
36 Weeks Ended 9/8/2018
 
 
 
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
$
3,491

 
$

 
$
4

 
$
3,495

Quaker Foods North America
443

 

 

 
443

PepsiCo Beverages North America
1,838

 

 
23

 
1,861

Latin America
742

 

 
16

 
758

Europe Sub-Saharan Africa
995

 

 
25

 
1,020

Asia, Middle East and North Africa
994

 

 
6

 
1,000

Corporate Unallocated Expenses
(824
)
 
57

 
1

 
(766
)
Total
$
7,679

 
$
57

 
$
75

 
$
7,811

(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 - 12




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

Gross Margin Growth Reconciliation

12 Weeks Ended

36 Weeks Ended

 
9/7/2019

9/7/2019

Reported gross margin growth
90

bps
61

bps
Mark-to-market net impact
(12
)

(15
)

Restructuring and impairment charges
6


22


Inventory fair value adjustments and merger and integration charges


7


Core gross margin growth
84

bps
75

bps
Operating Margin Growth Reconciliation 
 
12 Weeks Ended
 
36 Weeks Ended
 
 
9/7/2019
 
9/7/2019
 
Reported operating margin growth
(64
)
bps
(69
)
bps
Mark-to-market net impact
(15
)
 
(23
)
 
Restructuring and impairment charges
33

 
44

 
Inventory fair value adjustments and merger and integration charges
4

 
10

 
Core operating margin growth
(42
)
bps
(39
)
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 - 13





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, including as a result of enactment and implementation of the Switzerland Federal Act on Tax Reform and AHV Financing, or disagreements with tax authorities; PepsiCo’s ability to recruit, hire or ret