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X
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
PepsiCo, Inc.
|
|
|
|
North Carolina
|
|
13-1584302
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
700 Anderson Hill Road, Purchase, New York
|
|
10577
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
914-253-2000
|
||||
(Registrant’s Telephone Number, Including Area Code)
|
N/A
|
Large accelerated filer
X
|
|
Accelerated filer
|
||
Non-accelerated filer
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
Part I Financial Information
|
Page No.
|
|
Item 1.
|
Condensed Consolidated Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Report of Independent Registered Public Accounting Firm
|
||
Item 3.
|
||
Item 4.
|
||
Part II Other Information
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
|
12 Weeks Ended
|
||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
||
Net Revenue
|
$
|
12,623
|
|
|
$
|
12,581
|
|
Cost of sales
|
5,747
|
|
|
5,834
|
|
||
Selling, general and administrative expenses
|
5,048
|
|
|
5,066
|
|
||
Amortization of intangible assets
|
21
|
|
|
23
|
|
||
Operating Profit
|
1,807
|
|
|
1,658
|
|
||
Interest expense
|
(201
|
)
|
|
(214
|
)
|
||
Interest income and other
|
10
|
|
|
27
|
|
||
Income before income taxes
|
1,616
|
|
|
1,471
|
|
||
Provision for income taxes
|
389
|
|
|
386
|
|
||
Net income
|
1,227
|
|
|
1,085
|
|
||
Less: Net income attributable to noncontrolling interests
|
11
|
|
|
10
|
|
||
Net Income Attributable to PepsiCo
|
$
|
1,216
|
|
|
$
|
1,075
|
|
Net Income Attributable to PepsiCo per Common Share
|
|
|
|||||
Basic
|
$
|
0.80
|
|
|
$
|
0.69
|
|
Diluted
|
$
|
0.79
|
|
|
$
|
0.69
|
|
Weighted-average common shares outstanding
|
|
|
|
||||
Basic
|
1,524
|
|
|
1,544
|
|
||
Diluted
|
1,540
|
|
|
1,563
|
|
||
Cash dividends declared per common share
|
$
|
0.5675
|
|
|
$
|
0.5375
|
|
|
12 Weeks Ended 3/22/2014
|
||||||||||
|
Pre-tax amounts
|
|
Tax amounts
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
|
$
|
1,227
|
|
||
Other Comprehensive Loss
|
|
|
|
|
|
||||||
Currency translation adjustment
|
$
|
(874
|
)
|
|
$
|
—
|
|
|
(874
|
)
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|||
Reclassification of net losses to net income
|
10
|
|
|
(4
|
)
|
|
6
|
|
|||
Net derivative gains
|
16
|
|
|
(5
|
)
|
|
11
|
|
|||
Pension and retiree medical:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
48
|
|
|
(16
|
)
|
|
32
|
|
|||
Remeasurement of net liabilities and translation
|
3
|
|
|
(1
|
)
|
|
2
|
|
|||
Unrealized gains on securities
|
18
|
|
|
(9
|
)
|
|
9
|
|
|||
Total Other Comprehensive Loss
|
$
|
(779
|
)
|
|
$
|
(35
|
)
|
|
(814
|
)
|
|
Comprehensive income
|
|
|
|
|
413
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
(10
|
)
|
|||||
Comprehensive Income Attributable to PepsiCo
|
|
|
|
|
$
|
403
|
|
|
12 Weeks Ended 3/23/2013
|
||||||||||
|
Pre-tax amounts
|
|
Tax amounts
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
$
|
1,085
|
|
||||
Other Comprehensive Loss
|
|
|
|
|
|
||||||
Currency translation adjustment
|
$
|
(235
|
)
|
|
$
|
—
|
|
|
(235
|
)
|
|
Cash flow hedges:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
59
|
|
|
(21
|
)
|
|
38
|
|
|||
Net derivative losses
|
(23
|
)
|
|
17
|
|
|
(6
|
)
|
|||
Pension and retiree medical:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
79
|
|
|
(27
|
)
|
|
52
|
|
|||
Remeasurement of net liabilities and translation
|
43
|
|
|
(12
|
)
|
|
31
|
|
|||
Unrealized losses on securities
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Total Other Comprehensive Loss
|
$
|
(78
|
)
|
|
$
|
(43
|
)
|
|
(121
|
)
|
|
Comprehensive income
|
|
|
|
|
964
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
(9
|
)
|
|||||
Comprehensive Income Attributable to PepsiCo
|
|
|
|
|
$
|
955
|
|
Condensed Consolidated Statement of Cash Flows
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
|
|||||||
|
12 Weeks Ended
|
||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
1,227
|
|
|
$
|
1,085
|
|
Depreciation and amortization
|
532
|
|
|
551
|
|
||
Stock-based compensation expense
|
72
|
|
|
77
|
|
||
Cash payments for merger and integration charges
|
—
|
|
|
(11
|
)
|
||
Restructuring and impairment charges
|
98
|
|
|
11
|
|
||
Cash payments for restructuring charges
|
(25
|
)
|
|
(30
|
)
|
||
Non-cash foreign exchange loss related to Venezuela devaluation
|
—
|
|
|
111
|
|
||
Excess tax benefits from share-based payment arrangements
|
(47
|
)
|
|
(36
|
)
|
||
Pension and retiree medical plan expenses
|
119
|
|
|
149
|
|
||
Pension and retiree medical plan contributions
|
(84
|
)
|
|
(87
|
)
|
||
Deferred income taxes and other tax charges and credits
|
62
|
|
|
(23
|
)
|
||
Change in accounts and notes receivable
|
(358
|
)
|
|
(175
|
)
|
||
Change in inventories
|
(406
|
)
|
|
(351
|
)
|
||
Change in prepaid expenses and other current assets
|
(234
|
)
|
|
(201
|
)
|
||
Change in accounts payable and other current liabilities
|
(813
|
)
|
|
(578
|
)
|
||
Change in income taxes payable
|
175
|
|
|
244
|
|
||
Other, net
|
(137
|
)
|
|
(34
|
)
|
||
Net Cash Provided by Operating Activities
|
181
|
|
|
702
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Capital spending
|
(355
|
)
|
|
(303
|
)
|
||
Sales of property, plant and equipment
|
7
|
|
|
8
|
|
||
Acquisitions and investments in noncontrolled affiliates
|
(24
|
)
|
|
(30
|
)
|
||
Divestitures
|
85
|
|
|
—
|
|
||
Short-term investments, by original maturity – three months or less, net
|
59
|
|
|
40
|
|
||
Other investing, net
|
5
|
|
|
—
|
|
||
Net Cash Used for Investing Activities
|
(223
|
)
|
|
(285
|
)
|
Condensed Consolidated Statement of Cash Flows (continued)
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
|
|||||||
|
12 Weeks Ended
|
||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
||
Financing Activities
|
|
|
|
||||
Proceeds from issuances of long-term debt
|
$
|
1,990
|
|
|
$
|
2,491
|
|
Payments of long-term debt
|
(1,652
|
)
|
|
(1,190
|
)
|
||
Short-term borrowings, by original maturity
|
|
|
|
||||
More than three months – proceeds
|
—
|
|
|
5
|
|
||
More than three months – payments
|
—
|
|
|
(464
|
)
|
||
Three months or less, net
|
2,125
|
|
|
306
|
|
||
Cash dividends paid
|
(888
|
)
|
|
(831
|
)
|
||
Share repurchases – common
|
(1,249
|
)
|
|
(626
|
)
|
||
Share repurchases – preferred
|
(2
|
)
|
|
(2
|
)
|
||
Proceeds from exercises of stock options
|
171
|
|
|
449
|
|
||
Excess tax benefits from share-based payment arrangements
|
47
|
|
|
36
|
|
||
Other financing
|
—
|
|
|
(1
|
)
|
||
Net Cash Provided by Financing Activities
|
542
|
|
|
173
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(36
|
)
|
|
(172
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
464
|
|
|
418
|
|
||
Cash and Cash Equivalents, Beginning of Year
|
9,375
|
|
|
6,297
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
9,839
|
|
|
$
|
6,715
|
|
Condensed Consolidated Balance Sheet
PepsiCo, Inc. and Subsidiaries
(in millions)
|
|||||||
|
(Unaudited)
|
|
|
||||
|
3/22/2014
|
|
|
12/28/2013
|
|
||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,839
|
|
|
$
|
9,375
|
|
Short-term investments
|
247
|
|
|
303
|
|
||
Accounts and notes receivable, less allowance: 3/14 - $153 and 12/13 - $145
|
7,262
|
|
|
6,954
|
|
||
Inventories
|
|
|
|
||||
Raw materials
|
1,794
|
|
|
1,732
|
|
||
Work-in-process
|
235
|
|
|
168
|
|
||
Finished goods
|
1,719
|
|
|
1,509
|
|
||
|
3,748
|
|
|
3,409
|
|
||
Prepaid expenses and other current assets
|
2,189
|
|
|
2,162
|
|
||
Total Current Assets
|
23,285
|
|
|
22,203
|
|
||
Property, Plant and Equipment
|
36,776
|
|
|
36,961
|
|
||
Accumulated Depreciation
|
(18,647
|
)
|
|
(18,386
|
)
|
||
|
18,129
|
|
|
18,575
|
|
||
Amortizable Intangible Assets, net
|
1,593
|
|
|
1,638
|
|
||
Goodwill
|
16,310
|
|
|
16,613
|
|
||
Other Nonamortizable Intangible Assets
|
14,053
|
|
|
14,401
|
|
||
Nonamortizable Intangible Assets
|
30,363
|
|
|
31,014
|
|
||
Investments in Noncontrolled Affiliates
|
1,890
|
|
|
1,841
|
|
||
Other Assets
|
2,233
|
|
|
2,207
|
|
||
Total Assets
|
$
|
77,493
|
|
|
$
|
77,478
|
|
Condensed Consolidated Balance Sheet (continued)
PepsiCo, Inc. and Subsidiaries
(in millions except per share amounts)
|
|||||||
|
(Unaudited)
|
|
|
||||
|
3/22/2014
|
|
|
12/28/2013
|
|
||
Liabilities and Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term obligations
|
$
|
7,832
|
|
|
$
|
5,306
|
|
Accounts payable and other current liabilities
|
11,625
|
|
|
12,533
|
|
||
Total Current Liabilities
|
19,457
|
|
|
17,839
|
|
||
Long-Term Debt Obligations
|
24,240
|
|
|
24,333
|
|
||
Other Liabilities
|
4,811
|
|
|
4,931
|
|
||
Deferred Income Taxes
|
6,092
|
|
|
5,986
|
|
||
Total Liabilities
|
54,600
|
|
|
53,089
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
||
Preferred Stock, no par value
|
41
|
|
|
41
|
|
||
Repurchased Preferred Stock
|
(173
|
)
|
|
(171
|
)
|
||
PepsiCo Common Shareholders’ Equity
|
|
|
|
||||
Common stock, par value 1
2
/
3
¢ per share (authorized 3,600 shares, issued, net of repurchased common stock at par value: 1,519 and 1,529 shares, respectively)
|
25
|
|
|
25
|
|
||
Capital in excess of par value
|
3,942
|
|
|
4,095
|
|
||
Retained earnings
|
46,770
|
|
|
46,420
|
|
||
Accumulated other comprehensive loss
|
(5,940
|
)
|
|
(5,127
|
)
|
||
Repurchased common stock, in excess of par value (347 and 337 shares,
respectively) |
(21,892
|
)
|
|
(21,004
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
22,905
|
|
|
24,409
|
|
||
Noncontrolling interests
|
120
|
|
|
110
|
|
||
Total Equity
|
22,893
|
|
|
24,389
|
|
||
Total Liabilities and Equity
|
$
|
77,493
|
|
|
$
|
77,478
|
|
|
12 Weeks Ended
|
||||||||||||
|
3/22/2014
|
|
3/23/2013
|
||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||
Preferred Stock
|
0.8
|
|
|
$
|
41
|
|
|
0.8
|
|
|
$
|
41
|
|
Repurchased Preferred Stock
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(0.6
|
)
|
|
(171
|
)
|
|
(0.6
|
)
|
|
(164
|
)
|
||
Redemptions
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||
Balance, end of period
|
(0.6
|
)
|
|
(173
|
)
|
|
(0.6
|
)
|
|
(166
|
)
|
||
Common Stock
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
1,529
|
|
|
25
|
|
|
1,544
|
|
|
26
|
|
||
Repurchased common stock
|
(10
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
||
Balance, end of period
|
1,519
|
|
|
25
|
|
|
1,545
|
|
|
26
|
|
||
Capital in Excess of Par Value
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
4,095
|
|
|
|
|
4,178
|
|
||||
Stock-based compensation expense
|
|
|
72
|
|
|
|
|
77
|
|
||||
Stock option exercises and restricted stock units (RSUs) converted
(a)
|
|
|
(172
|
)
|
|
|
|
(113
|
)
|
||||
Withholding tax on RSUs converted
|
|
|
(69
|
)
|
|
|
|
(8
|
)
|
||||
Other
|
|
|
16
|
|
|
|
|
2
|
|
||||
Balance, end of period
|
|
|
3,942
|
|
|
|
|
4,136
|
|
||||
Retained Earnings
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
46,420
|
|
|
|
|
43,158
|
|
||||
Net income attributable to PepsiCo
|
|
|
1,216
|
|
|
|
|
1,075
|
|
||||
Cash dividends declared – common
|
|
|
(863
|
)
|
|
|
|
(831
|
)
|
||||
Cash dividends declared – RSUs
|
|
|
(3
|
)
|
|
|
|
(7
|
)
|
||||
Balance, end of period
|
|
|
46,770
|
|
|
|
|
43,395
|
|
||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
(5,127
|
)
|
|
|
|
(5,487
|
)
|
||||
Currency translation adjustment
|
|
|
(873
|
)
|
|
|
|
(234
|
)
|
||||
Cash flow hedges, net of tax:
|
|
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
|
|
6
|
|
|
|
|
38
|
|
||||
Net derivative gains/(losses)
|
|
|
11
|
|
|
|
|
(6
|
)
|
||||
Pension and retiree medical, net of tax:
|
|
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
|
|
32
|
|
|
|
|
52
|
|
||||
Remeasurement of net liabilities and translation
|
|
|
2
|
|
|
|
|
31
|
|
||||
Unrealized gains/(losses) on securities, net of tax
|
|
|
9
|
|
|
|
|
(1
|
)
|
||||
Balance, end of period
|
|
|
(5,940
|
)
|
|
|
|
(5,607
|
)
|
||||
Repurchased Common Stock
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
(337
|
)
|
|
(21,004
|
)
|
|
(322
|
)
|
|
(19,458
|
)
|
||
Share repurchases
|
(15
|
)
|
|
(1,249
|
)
|
|
(9
|
)
|
|
(626
|
)
|
||
Stock option exercises
|
3
|
|
|
204
|
|
|
9
|
|
|
589
|
|
||
Other
|
2
|
|
|
157
|
|
|
1
|
|
|
21
|
|
||
Balance, end of period
|
(347
|
)
|
|
(21,892
|
)
|
|
(321
|
)
|
|
(19,474
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
|
|
22,905
|
|
|
|
|
22,476
|
|
||||
Noncontrolling Interests
|
|
|
|
|
|
|
|
||||||
Balance, beginning of year
|
|
|
110
|
|
|
|
|
105
|
|
||||
Net income attributable to noncontrolling interests
|
|
|
11
|
|
|
|
|
10
|
|
||||
Currency translation adjustment
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
||||
Other, net
|
|
|
—
|
|
|
|
|
(1
|
)
|
||||
Balance, end of period
|
|
|
120
|
|
|
|
|
113
|
|
||||
Total Equity
|
|
|
$
|
22,893
|
|
|
|
|
$
|
22,464
|
|
(a)
|
Includes total tax benefits of $
17 million
in 2014 and $
26 million
in 2013.
|
1.
|
PepsiCo Americas Foods, which includes Frito-Lay North America (FLNA), Quaker Foods North America (QFNA) and all of our Latin American food and snack businesses (LAF);
|
2.
|
PepsiCo Americas Beverages (PAB), which includes all of our North American and Latin American beverage businesses;
|
3.
|
PepsiCo Europe (Europe), which includes all beverage, food and snack businesses in Europe and South Africa; and
|
4.
|
PepsiCo Asia, Middle East and Africa (AMEA), which includes all beverage, food and snack businesses in AMEA, excluding South Africa.
|
•
|
FLNA,
|
•
|
QFNA,
|
•
|
LAF,
|
•
|
PAB,
|
•
|
Europe, and
|
•
|
AMEA.
|
|
12 Weeks Ended
|
||||||||||||||
|
Net Revenue
|
|
Operating Profit
|
||||||||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
3/22/2014
|
|
|
3/23/2013
|
|
||||
FLNA
|
$
|
3,219
|
|
|
$
|
3,123
|
|
|
$
|
862
|
|
|
$
|
828
|
|
QFNA
|
634
|
|
|
634
|
|
|
160
|
|
|
180
|
|
||||
LAF
|
1,338
|
|
|
1,367
|
|
|
232
|
|
|
216
|
|
||||
PAB
|
4,426
|
|
|
4,420
|
|
|
429
|
|
|
565
|
|
||||
Europe
|
1,961
|
|
|
1,942
|
|
|
152
|
|
|
88
|
|
||||
AMEA
|
1,045
|
|
|
1,095
|
|
|
194
|
|
|
184
|
|
||||
Total division
|
12,623
|
|
|
12,581
|
|
|
2,029
|
|
|
2,061
|
|
||||
Corporate Unallocated
|
|
|
|
|
|
|
|
||||||||
Mark-to-market net gains/(losses)
|
|
|
|
|
34
|
|
|
(16
|
)
|
||||||
Restructuring and impairment charges
|
|
|
|
|
3
|
|
|
(1
|
)
|
||||||
Venezuela currency devaluation
|
|
|
|
|
—
|
|
|
(124
|
)
|
||||||
Other
|
|
|
|
|
(259
|
)
|
|
(262
|
)
|
||||||
|
$
|
12,623
|
|
|
$
|
12,581
|
|
|
$
|
1,807
|
|
|
$
|
1,658
|
|
|
Total Assets
|
||||||
|
3/22/2014
|
|
|
12/28/2013
|
|
||
FLNA
|
$
|
5,278
|
|
|
$
|
5,308
|
|
QFNA
|
998
|
|
|
983
|
|
||
LAF
|
4,897
|
|
|
4,829
|
|
||
PAB
|
30,648
|
|
|
30,350
|
|
||
Europe
|
17,893
|
|
|
18,702
|
|
||
AMEA
|
5,922
|
|
|
5,754
|
|
||
Total division
|
65,636
|
|
|
65,926
|
|
||
Corporate
(a)
|
11,857
|
|
|
11,552
|
|
||
|
$
|
77,493
|
|
|
$
|
77,478
|
|
(a)
|
Corporate assets consist principally of cash and cash equivalents, short-term investments, derivative instruments, property, plant and equipment and certain pension and tax assets.
|
|
|
12 Weeks Ended
|
|
|
|
|
3/22/2014
|
||
FLNA
|
|
$
|
12
|
|
QFNA
|
|
2
|
|
|
LAF
|
|
1
|
|
|
PAB
|
|
82
|
|
|
Europe
|
|
2
|
|
|
AMEA
|
|
2
|
|
|
Corporate
(a)
|
|
(5
|
)
|
|
|
|
$
|
96
|
|
(a)
|
Income amount represents adjustments of previously recorded amounts.
|
|
Severance and Other
Employee Costs
|
|
Asset Impairment
|
|
Other Costs
|
|
Total
|
||||||||
Liability as of December 28, 2013
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
31
|
|
2014 restructuring charges
|
47
|
|
|
39
|
|
|
10
|
|
|
96
|
|
||||
Cash payments
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
||||
Non-cash charges
|
(4
|
)
|
|
(39
|
)
|
|
(1
|
)
|
|
(44
|
)
|
||||
Liability as of March 22, 2014
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
79
|
|
|
|
12 Weeks Ended
|
||||||
|
|
3/22/2014
|
|
|
3/23/2013
|
|
||
FLNA
|
|
$
|
1
|
|
|
$
|
2
|
|
QFNA
(a)
|
|
—
|
|
|
(1
|
)
|
||
LAF
(a)
|
|
(5
|
)
|
|
4
|
|
||
PAB
|
|
4
|
|
|
—
|
|
||
Europe
(a)
|
|
(2
|
)
|
|
4
|
|
||
AMEA
|
|
2
|
|
|
1
|
|
||
Corporate
|
|
2
|
|
|
1
|
|
||
|
|
$
|
2
|
|
|
$
|
11
|
|
(a)
|
Income amounts represent adjustments of previously recorded amounts.
|
|
Severance and Other
Employee Costs
|
|
Other
Costs
|
|
Total
|
||||||
Liability as of December 28, 2013
|
$
|
68
|
|
|
$
|
17
|
|
|
$
|
85
|
|
2014 restructuring charges
(a)
|
8
|
|
|
(6
|
)
|
|
2
|
|
|||
Cash payments
|
(14
|
)
|
|
(7
|
)
|
|
(21
|
)
|
|||
Non-cash charges
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Liability as of March 22, 2014
|
$
|
61
|
|
|
$
|
3
|
|
|
$
|
64
|
|
(a)
|
Income amounts represent adjustments of previously recorded amounts.
|
|
|
3/22/2014
|
|
12/28/2013
|
||||||||||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Acquired franchise rights
|
|
$
|
896
|
|
|
$
|
(85
|
)
|
|
$
|
811
|
|
|
$
|
910
|
|
|
$
|
(83
|
)
|
|
$
|
827
|
|
Reacquired franchise rights
|
|
107
|
|
|
(90
|
)
|
|
17
|
|
|
108
|
|
|
(86
|
)
|
|
22
|
|
||||||
Brands
|
|
1,395
|
|
|
(999
|
)
|
|
396
|
|
|
1,400
|
|
|
(996
|
)
|
|
404
|
|
||||||
Other identifiable intangibles
|
|
673
|
|
|
(304
|
)
|
|
369
|
|
|
686
|
|
|
(301
|
)
|
|
385
|
|
||||||
|
|
$
|
3,071
|
|
|
$
|
(1,478
|
)
|
|
$
|
1,593
|
|
|
$
|
3,104
|
|
|
$
|
(1,466
|
)
|
|
$
|
1,638
|
|
|
Balance
|
|
Translation
and Other |
|
Balance
|
||||||
|
12/28/2013
|
|
|
3/22/2014
|
|||||||
FLNA
|
|
|
|
|
|
||||||
Goodwill
|
$
|
305
|
|
|
$
|
(9
|
)
|
|
$
|
296
|
|
Brands
|
29
|
|
|
(1
|
)
|
|
28
|
|
|||
|
334
|
|
|
(10
|
)
|
|
324
|
|
|||
|
|
|
|
|
|
||||||
QFNA
|
|
|
|
|
|
||||||
Goodwill
|
175
|
|
|
—
|
|
|
175
|
|
|||
|
|
|
|
|
|
||||||
LAF
|
|
|
|
|
|
||||||
Goodwill
|
660
|
|
|
(7
|
)
|
|
653
|
|
|||
Brands
|
206
|
|
|
(1
|
)
|
|
205
|
|
|||
|
866
|
|
|
(8
|
)
|
|
858
|
|
|||
|
|
|
|
|
|
||||||
PAB
|
|
|
|
|
|
||||||
Goodwill
|
9,943
|
|
|
(31
|
)
|
|
9,912
|
|
|||
Reacquired franchise rights
|
7,281
|
|
|
(57
|
)
|
|
7,224
|
|
|||
Acquired franchise rights
|
1,551
|
|
|
(6
|
)
|
|
1,545
|
|
|||
Brands
|
146
|
|
|
1
|
|
|
147
|
|
|||
|
18,921
|
|
|
(93
|
)
|
|
18,828
|
|
|||
|
|
|
|
|
|
||||||
Europe
|
|
|
|
|
|
||||||
Goodwill
|
5,027
|
|
|
(260
|
)
|
|
4,767
|
|
|||
Reacquired franchise rights
|
760
|
|
|
(29
|
)
|
|
731
|
|
|||
Acquired franchise rights
|
230
|
|
|
—
|
|
|
230
|
|
|||
Brands
|
4,071
|
|
|
(256
|
)
|
|
3,815
|
|
|||
|
10,088
|
|
|
(545
|
)
|
|
9,543
|
|
|||
|
|
|
|
|
|
||||||
AMEA
|
|
|
|
|
|
||||||
Goodwill
|
503
|
|
|
4
|
|
|
507
|
|
|||
Brands
|
127
|
|
|
1
|
|
|
128
|
|
|||
|
630
|
|
|
5
|
|
|
635
|
|
|||
|
|
|
|
|
|
||||||
Total goodwill
|
16,613
|
|
|
(303
|
)
|
|
16,310
|
|
|||
Total reacquired franchise rights
|
8,041
|
|
|
(86
|
)
|
|
7,955
|
|
|||
Total acquired franchise rights
|
1,781
|
|
|
(6
|
)
|
|
1,775
|
|
|||
Total brands
|
4,579
|
|
|
(256
|
)
|
|
4,323
|
|
|||
|
$
|
31,014
|
|
|
$
|
(651
|
)
|
|
$
|
30,363
|
|
|
3/22/2014
|
|
|
12/28/2013
|
|
||
Balance, beginning of year
|
$
|
1,268
|
|
|
$
|
2,425
|
|
Additions for tax positions related to the current year
|
22
|
|
|
238
|
|
||
Additions for tax positions from prior years
|
3
|
|
|
273
|
|
||
Reductions for tax positions from prior years
|
(2
|
)
|
|
(327
|
)
|
||
Settlement payments
|
(44
|
)
|
|
(1,306
|
)
|
||
Statute of limitations expiration
|
(29
|
)
|
|
(30
|
)
|
||
Translation and other
|
(8
|
)
|
|
(5
|
)
|
||
Balance, end of period
|
$
|
1,210
|
|
|
$
|
1,268
|
|
|
|
12 Weeks Ended
|
||||||
|
|
3/22/2014
|
|
|
3/23/2013
|
|
||
Stock-based compensation expense
|
|
$
|
72
|
|
|
$
|
77
|
|
Restructuring and impairment benefits
|
|
(3
|
)
|
|
—
|
|
||
Total
|
|
$
|
69
|
|
|
$
|
77
|
|
|
12 Weeks Ended
|
|
|
3/22/2014
|
|
Expected life
|
6 years
|
|
Risk free interest rate
|
1.8
|
%
|
Expected volatility
(a)
|
16
|
%
|
Expected dividend yield
|
2.9
|
%
|
(a)
|
Reflects movements in our stock price over the most recent historical period equivalent to the expected life.
|
|
|
12 Weeks Ended
|
||||||||||||
|
|
3/22/2014
|
|
3/23/2013
|
||||||||||
|
|
Granted
(a)
|
|
Weighted-Average Grant Price
|
|
Granted
(a)
|
|
Weighted-Average Grant Price
|
||||||
Stock options
|
|
3.0
|
|
|
$
|
79.75
|
|
|
2.5
|
|
|
$
|
75.75
|
|
RSUs
|
|
4.2
|
|
|
$
|
79.76
|
|
|
3.9
|
|
|
$
|
75.75
|
|
PepsiCo equity performance units (PEPUnits)
|
|
0.4
|
|
|
$
|
79.75
|
|
|
0.4
|
|
|
$
|
75.75
|
|
(a)
|
In millions.
|
|
12 Weeks Ended
|
||||||||||||||||||||||
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
3/22/2014
|
|
|
3/23/2013
|
|
|
3/22/2014
|
|
|
3/23/2013
|
|
||||||
|
U.S.
|
|
International
|
|
|
||||||||||||||||||
Service cost
|
$
|
91
|
|
|
$
|
108
|
|
|
$
|
19
|
|
|
$
|
22
|
|
|
$
|
8
|
|
|
$
|
10
|
|
Interest cost
|
134
|
|
|
121
|
|
|
24
|
|
|
22
|
|
|
14
|
|
|
13
|
|
||||||
Expected return on plan assets
|
(181
|
)
|
|
(190
|
)
|
|
(32
|
)
|
|
(30
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Amortization of prior service cost/(credit)
|
5
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Amortization of net losses/(gains)
|
40
|
|
|
67
|
|
|
9
|
|
|
13
|
|
|
(1
|
)
|
|
—
|
|
||||||
|
89
|
|
|
110
|
|
|
20
|
|
|
27
|
|
|
10
|
|
|
12
|
|
||||||
Special termination benefits
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total expense
|
$
|
97
|
|
|
$
|
111
|
|
|
$
|
20
|
|
|
$
|
27
|
|
|
$
|
10
|
|
|
$
|
12
|
|
•
|
$
750 million
of
0.950%
senior notes maturing in February
2017
; and
|
•
|
$
1.250 billion
of
3.600%
senior notes maturing in March
2024
.
|
|
|
12 Weeks Ended
|
|
|
||||||
|
|
3/22/2014
|
|
3/23/2013
|
|
|
||||
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Condensed Consolidated Statement of Income
|
||||||
Losses/(gains) on cash flow hedges:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
(6
|
)
|
|
$
|
3
|
|
|
Cost of sales
|
Interest rate derivatives
|
|
5
|
|
|
51
|
|
|
Interest expense
|
||
Commodity contracts
|
|
12
|
|
|
6
|
|
|
Cost of sales
|
||
Commodity contracts
|
|
(1
|
)
|
|
(1
|
)
|
|
Selling, general and administrative expenses
|
||
Net losses before tax
|
|
10
|
|
|
59
|
|
|
|
||
Tax amounts
|
|
(4
|
)
|
|
(21
|
)
|
|
|
||
Net losses after tax
|
|
$
|
6
|
|
|
$
|
38
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of pension and retiree medical items:
|
|
|
|
|
|
|
||||
Net prior service benefit
(a)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
|
Net actuarial losses
(a)
|
|
48
|
|
|
80
|
|
|
|
||
Net losses before tax
|
|
48
|
|
|
79
|
|
|
|
||
Tax amounts
|
|
(16
|
)
|
|
(27
|
)
|
|
|
||
Net losses after tax
|
|
$
|
32
|
|
|
$
|
52
|
|
|
|
|
|
|
|
|
|
|
||||
Total net losses reclassified for the period, net of tax
|
|
$
|
38
|
|
|
$
|
90
|
|
|
|
(a)
|
These items are included in the components of net periodic benefit cost for pension and retiree medical plans (see Note 7 for additional details).
|
•
|
commodity prices, affecting the cost of our raw materials and energy;
|
•
|
foreign exchange risks and currency restrictions; and
|
•
|
interest rates.
|
|
2014
|
|
2013
|
||||||||||||
|
Assets
(a)
|
|
Liabilities
(a)
|
|
Assets
(a)
|
|
Liabilities
(a)
|
||||||||
Available-for-sale securities
(b)
|
$
|
154
|
|
|
$
|
—
|
|
|
$
|
76
|
|
|
$
|
—
|
|
Short-term investments – index funds
(c)
|
$
|
182
|
|
|
$
|
—
|
|
|
$
|
176
|
|
|
$
|
—
|
|
Prepaid forward contracts
(d)
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
Deferred compensation
(e)
|
$
|
—
|
|
|
$
|
504
|
|
|
$
|
—
|
|
|
$
|
502
|
|
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate
(f)
|
$
|
165
|
|
|
$
|
2
|
|
|
$
|
249
|
|
|
$
|
1
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
||||||||||
Foreign exchange
(g)
|
$
|
37
|
|
|
$
|
17
|
|
|
$
|
27
|
|
|
$
|
9
|
|
Interest rate
(f)
|
25
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
Commodity
(h)
|
4
|
|
|
33
|
|
|
4
|
|
|
32
|
|
||||
|
$
|
66
|
|
|
$
|
50
|
|
|
$
|
31
|
|
|
$
|
65
|
|
Derivatives not designated as hedging
instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
(g)
|
$
|
16
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
$
|
4
|
|
Interest rate
(f)
|
68
|
|
|
90
|
|
|
112
|
|
|
140
|
|
||||
Commodity
(h)
|
11
|
|
|
46
|
|
|
25
|
|
|
54
|
|
||||
|
$
|
95
|
|
|
$
|
141
|
|
|
$
|
143
|
|
|
$
|
198
|
|
Total derivatives at fair value
(i)
|
$
|
326
|
|
|
$
|
193
|
|
|
$
|
423
|
|
|
$
|
264
|
|
Total
|
$
|
686
|
|
|
$
|
697
|
|
|
$
|
713
|
|
|
$
|
766
|
|
|
|
|
|
|
|
|
|
(a)
|
Financial assets are classified on our condensed consolidated balance sheet within prepaid expenses and other current assets and other assets, with the exception of available-for-sale securities and short-term investments, which are classified as short-term investments. Financial liabilities are classified on our condensed consolidated balance sheet within accounts payable and other current liabilities and other liabilities. Unless specifically indicated, all financial assets and liabilities are categorized as Level 2 assets or liabilities.
|
(b)
|
Based on the price of common stock. Categorized as a Level 1 asset.
|
(c)
|
Based on the price of index funds. Categorized as a Level 1 asset.
|
(d)
|
Based primarily on the price of our common stock.
|
(e)
|
Based on the fair value of investments corresponding to employees’ investment elections. As of
March 22, 2014
, all balances are categorized as Level 2 liabilities. As of
March 23, 2013
,
$9 million
are categorized as Level 1 liabilities and the remaining balances are categorized as Level 2 liabilities.
|
(f)
|
Based on LIBOR forward rates and recently reported market transactions of spot and forward rates. As of
March 22, 2014
and
March 23, 2013
, amounts related to non-designated instruments are presented as a net liability on our condensed consolidated balance sheet.
|
(g)
|
Based on recently reported market transactions of spot and forward rates.
|
(h)
|
Based on recently reported market transactions, primarily swap arrangements.
|
(i)
|
Unless otherwise noted, derivative assets and liabilities are presented on a gross basis on our condensed consolidated balance sheet. Amounts subject to enforceable master netting arrangements or similar agreements which are not offset on the condensed consolidated balance sheet as of
March 22, 2014
and
March 23, 2013
were immaterial. Collateral received against any of our asset positions was immaterial.
|
|
12 Weeks Ended
|
||||||||||||||||||||||
|
Fair Value/Non-
designated Hedges
|
|
Cash Flow Hedges
|
||||||||||||||||||||
|
(Gains)/Losses
Recognized in
Income Statement
(a)
|
|
(Gains)/Losses
Recognized in
Accumulated Other
Comprehensive Loss
|
|
(Gains)/Losses
Reclassified from
Accumulated Other
Comprehensive Loss
into Income
Statement
(b)
|
||||||||||||||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
3/22/2014
|
|
|
3/23/2013
|
|
|
3/22/2014
|
|
|
3/23/2013
|
|
||||||
Foreign exchange
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
(28
|
)
|
|
$
|
(6
|
)
|
|
$
|
3
|
|
Interest rate
|
1
|
|
|
27
|
|
|
(5
|
)
|
|
30
|
|
|
5
|
|
|
51
|
|
||||||
Commodity
|
(9
|
)
|
|
11
|
|
|
7
|
|
|
21
|
|
|
11
|
|
|
5
|
|
||||||
Total
|
$
|
(25
|
)
|
|
$
|
38
|
|
|
$
|
(16
|
)
|
|
$
|
23
|
|
|
$
|
10
|
|
|
$
|
59
|
|
(a)
|
Foreign exchange derivative gains/losses are primarily included in selling, general and administrative expenses. Interest rate derivative losses are primarily from fair value hedges and are included in interest expense. These losses are substantially offset by decreases in the value of the underlying debt, which are also included in interest expense. Commodity derivative gains/losses are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
(b)
|
Foreign exchange derivative gains/losses are primarily included in cost of sales. Interest rate derivative gains/losses are included in interest expense. Commodity derivative gains/losses are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
|
12 Weeks Ended
|
||||||||||||
|
3/22/2014
|
|
3/23/2013
|
||||||||||
|
Income
|
|
Shares
(a)
|
|
Income
|
|
Shares
(a)
|
||||||
Net income attributable to PepsiCo
|
$
|
1,216
|
|
|
|
|
$
|
1,075
|
|
|
|
||
Preferred shares:
|
|
|
|
|
|
|
|
||||||
Dividends
|
—
|
|
|
|
|
—
|
|
|
|
||||
Redemption premium
|
(1
|
)
|
|
|
|
(2
|
)
|
|
|
||||
Net income available for PepsiCo common shareholders
|
$
|
1,215
|
|
|
1,524
|
|
|
$
|
1,073
|
|
|
1,544
|
|
Basic net income attributable to PepsiCo per common share
|
$
|
0.80
|
|
|
|
|
$
|
0.69
|
|
|
|
||
Net income available for PepsiCo common shareholders
|
$
|
1,215
|
|
|
1,524
|
|
|
$
|
1,073
|
|
|
1,544
|
|
Dilutive securities:
|
|
|
|
|
|
|
|
||||||
Stock options, RSUs, and PEPUnits
(b)
|
—
|
|
|
15
|
|
|
—
|
|
|
18
|
|
||
Employee stock ownership plan (ESOP) convertible
preferred stock
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||
Diluted
|
$
|
1,216
|
|
|
1,540
|
|
|
$
|
1,075
|
|
|
1,563
|
|
Diluted net income attributable to PepsiCo per common share
|
$
|
0.79
|
|
|
|
|
$
|
0.69
|
|
|
|
(a)
|
Weighted-average common shares outstanding (in millions).
|
(b)
|
Options to purchase
0.2 million
shares in 2014 and
2.6 million
shares in 2013 were not included in the calculation of diluted earnings per common share because these options were out-of-the-money. These out-of-the-money options had average exercise prices of
$82.25
in 2014 and
$75.69
in 2013.
|
|
12 Weeks Ended
|
||||||
|
3/22/2014
|
|
3/23/2013
|
||||
Operating profit
|
|
|
|
||||
Mark-to-market net gains/(losses)
|
$
|
34
|
|
|
$
|
(16
|
)
|
Merger and integration charges
|
$
|
—
|
|
|
$
|
(1
|
)
|
Restructuring and impairment charges
|
$
|
(98
|
)
|
|
$
|
(11
|
)
|
Venezuela currency devaluation
|
$
|
—
|
|
|
$
|
(111
|
)
|
Net income attributable to PepsiCo
|
|
|
|
||||
Mark-to-market net gains/(losses)
|
$
|
21
|
|
|
$
|
(11
|
)
|
Merger and integration charges
|
$
|
—
|
|
|
$
|
(1
|
)
|
Restructuring and impairment charges
|
$
|
(76
|
)
|
|
$
|
(8
|
)
|
Venezuela currency devaluation
|
$
|
—
|
|
|
$
|
(111
|
)
|
Net income attributable to PepsiCo per common share
–
diluted
|
|
|
|
||||
Mark-to-market net gains/(losses)
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
Merger and integration charges
|
$
|
—
|
|
|
$ ( — )
|
|
|
Restructuring and impairment charges
|
$
|
(0.05
|
)
|
|
$
|
(0.01
|
)
|
Venezuela currency devaluation
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
12 Weeks Ended
|
|||||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
|||
Total net revenue
|
$
|
12,623
|
|
|
$
|
12,581
|
|
|
—
|
%
|
Operating profit
|
|
|
|
|
|
|||||
FLNA
|
$
|
862
|
|
|
$
|
828
|
|
|
4
|
%
|
QFNA
|
160
|
|
|
180
|
|
|
(11
|
)%
|
||
LAF
|
232
|
|
|
216
|
|
|
7
|
%
|
||
PAB
|
429
|
|
|
565
|
|
|
(24
|
)%
|
||
Europe
|
152
|
|
|
88
|
|
|
72
|
%
|
||
AMEA
|
194
|
|
|
184
|
|
|
5
|
%
|
||
Corporate Unallocated
|
|
|
|
|
|
|||||
Mark-to-market net gains/(losses)
|
34
|
|
|
(16
|
)
|
|
|
|||
Restructuring and impairment charges
|
3
|
|
|
(1
|
)
|
|
|
|||
Venezuela currency devaluation
|
—
|
|
|
(124
|
)
|
|
|
|||
Other
|
(259
|
)
|
|
(262
|
)
|
|
|
|||
|
(222
|
)
|
|
(403
|
)
|
|
(45
|
)%
|
||
Total operating profit
|
$
|
1,807
|
|
|
$
|
1,658
|
|
|
9
|
%
|
|
|
|
|
|
|
|||||
Total operating profit margin
|
14.3
|
%
|
|
13.2
|
%
|
|
1.1
|
|
|
12 Weeks Ended
|
||||||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
||||
Interest expense, net
|
$
|
(191
|
)
|
|
$
|
(187
|
)
|
|
$
|
(4
|
)
|
Tax rate
|
24.1
|
%
|
|
26.3
|
%
|
|
|
||||
Net income attributable to PepsiCo
|
$
|
1,216
|
|
|
$
|
1,075
|
|
|
13
|
%
|
|
Net income attributable to PepsiCo per common share - diluted
|
$
|
0.79
|
|
|
$
|
0.69
|
|
|
15
|
%
|
|
Mark-to-market net (gains)/losses
|
(0.01
|
)
|
|
0.01
|
|
|
|
||||
Merger and integration charges
|
—
|
|
|
—
|
|
|
|
||||
Restructuring and impairment charges
|
0.05
|
|
|
0.01
|
|
|
|
||||
Venezuela currency devaluation
|
—
|
|
|
0.07
|
|
|
|
||||
Net income attributable to PepsiCo per common share - diluted, excluding above items
(a)
|
$
|
0.83
|
|
|
$
|
0.77
|
|
(b)
|
7
|
%
|
|
Impact of foreign exchange translation
|
|
|
|
|
3
|
|
|||||
Growth in net income attributable to PepsiCo per common share - diluted, excluding above items, on a constant currency basis
(a)
|
|
|
|
|
10
|
%
|
Net Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
12 Weeks Ended
|
|
FLNA
|
|
QFNA
|
|
LAF
|
|
PAB
|
|
Europe
|
|
AMEA
|
|
Total
|
||||||||||||||
3/22/2014
|
|
$
|
3,219
|
|
|
$
|
634
|
|
|
$
|
1,338
|
|
|
$
|
4,426
|
|
|
$
|
1,961
|
|
|
$
|
1,045
|
|
|
$
|
12,623
|
|
3/23/2013
|
|
$
|
3,123
|
|
|
$
|
634
|
|
|
$
|
1,367
|
|
|
$
|
4,420
|
|
|
$
|
1,942
|
|
|
$
|
1,095
|
|
|
$
|
12,581
|
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Volume
(a)
|
|
2
|
%
|
|
1
|
%
|
|
(3
|
)%
|
|
—
|
%
|
|
3
|
%
|
|
2
|
%
|
|
1
|
%
|
|||||||
Effective net pricing
(b)
|
|
1
|
|
|
—
|
|
|
12
|
|
|
1
|
|
|
4
|
|
|
4
|
|
|
3
|
|
|||||||
Foreign exchange translation
|
|
(1
|
)
|
|
(1
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|||||||
Acquisitions and divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||||||
Reported Growth
(c)
|
|
3
|
%
|
|
—
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
(5
|
)%
|
|
—
|
%
|
(a)
|
Excludes the impact of acquisitions and divestitures. In certain instances, volume growth varies from the amounts disclosed in the following divisional discussions due to nonconsolidated joint venture volume, and, for our beverage businesses, temporary timing differences between BCS and CSE, as well as the mix of beverage volume sold by our Company-owned and franchise-owned bottlers. Our net revenue excludes nonconsolidated joint venture volume, and, for our beverage businesses, is based on CSE.
|
(b)
|
Includes 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.
|
(c)
|
Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
12 Weeks Ended 3/22/2014
|
|
FLNA
|
|
QFNA
|
|
LAF
|
|
PAB
|
|
Europe
|
|
AMEA
|
|
Total
|
|||||||
Reported Growth
|
|
3
|
%
|
|
—
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
(5
|
)%
|
|
—
|
%
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange translation
|
|
1
|
|
|
1
|
|
|
11
|
|
|
1
|
|
|
6
|
|
|
5
|
|
|
3
|
|
Acquisitions and divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
Organic Growth
(a)
|
|
4
|
%
|
|
1
|
%
|
|
9
|
%
|
|
1
|
%
|
|
7
|
%
|
|
6
|
%
|
|
4
|
%
|
|
12 Weeks Ended
|
|
%
|
||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
||
Net revenue
|
$
|
3,219
|
|
|
$
|
3,123
|
|
|
3
|
Impact of foreign exchange translation
|
|
|
|
|
1
|
||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
4
|
||||
|
|
|
|
|
|
||||
Operating profit
|
$
|
862
|
|
|
$
|
828
|
|
|
4
|
Restructuring and impairment charges
|
13
|
|
|
2
|
|
|
|
||
Operating profit excluding above item
(a)
|
$
|
875
|
|
|
$
|
830
|
|
|
5
|
Impact of foreign exchange translation
|
|
|
|
|
1
|
||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
6
|
|
12 Weeks Ended
|
|
%
|
|||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
|||
Net revenue
|
$
|
634
|
|
|
$
|
634
|
|
|
—
|
|
Impact of foreign exchange translation
|
|
|
|
|
1
|
|
||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
1
|
|
||||
|
|
|
|
|
|
|||||
Operating profit
|
$
|
160
|
|
|
$
|
180
|
|
|
(11
|
)
|
Restructuring and impairment charges
|
2
|
|
|
(1
|
)
|
|
|
|
||
Operating profit excluding above item
(a)
|
$
|
162
|
|
|
$
|
179
|
|
|
(10
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
1
|
|
||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
(9
|
)
|
|
12 Weeks Ended
|
|
%
|
|
|||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
|
|||
Net revenue
|
$
|
1,338
|
|
|
$
|
1,367
|
|
|
(2
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
11
|
|
|
||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
9
|
|
|
||||
|
|
|
|
|
|
|
|||||
Operating profit
|
$
|
232
|
|
|
$
|
216
|
|
|
7
|
|
|
Restructuring and impairment charges
|
(4
|
)
|
|
4
|
|
|
|
|
|||
Operating profit excluding above item
(a)
|
$
|
228
|
|
|
$
|
220
|
|
|
3.5
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
10
|
|
|
||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
13
|
|
(b)
|
|
12 Weeks Ended
|
|
%
|
|
|||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
|
|||
Net revenue
|
$
|
4,426
|
|
|
$
|
4,420
|
|
|
—
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
1
|
|
|
||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
1
|
|
|
||||
|
|
|
|
|
|
|
|||||
Operating profit
|
$
|
429
|
|
|
$
|
565
|
|
|
(24
|
)
|
|
Restructuring and impairment charges
|
86
|
|
|
—
|
|
|
|
|
|||
Venezuela currency devaluation
|
—
|
|
|
(13
|
)
|
|
|
|
|||
Operating profit excluding above items
(a)
|
$
|
515
|
|
|
$
|
552
|
|
|
(7
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
3
|
|
|
||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
(3
|
)
|
(b)
|
|
12 Weeks Ended
|
|
%
|
|
||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
|
||
Net revenue
|
$
|
1,961
|
|
|
$
|
1,942
|
|
|
1
|
|
Impact of foreign exchange translation
|
|
|
|
|
6
|
|
||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
7
|
|
||||
|
|
|
|
|
|
|
||||
Operating profit
|
$
|
152
|
|
|
$
|
88
|
|
|
72
|
|
Merger and integration charges
|
—
|
|
|
1
|
|
|
|
|
||
Restructuring and impairment charges
|
—
|
|
|
4
|
|
|
|
|
||
Operating profit excluding above items
(a)
|
$
|
152
|
|
|
$
|
93
|
|
|
62
|
|
Impact of foreign exchange translation
|
|
|
|
|
1
|
|
||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
64
|
(b)
|
|
12 Weeks Ended
|
|
%
|
|
|||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
Change
|
|
|||
Net revenue
|
$
|
1,045
|
|
|
$
|
1,095
|
|
|
(5
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
5
|
|
|
||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
0.5
|
|
(b)
|
||||
|
|
|
|
|
|
|
|||||
Operating profit
|
$
|
194
|
|
|
$
|
184
|
|
|
5
|
|
|
Restructuring and impairment charges
|
4
|
|
|
1
|
|
|
|
|
|||
Operating profit excluding above item
(a)
|
$
|
198
|
|
|
$
|
185
|
|
|
7
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
3
|
|
|
||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
10
|
|
|
|
12 Weeks Ended
|
|
|
|||||||
|
3/22/2014
|
|
|
3/23/2013
|
|
|
% Change
|
|||
Net cash provided by operating activities
|
$
|
181
|
|
|
$
|
702
|
|
|
(74
|
)
|
Capital spending
|
(355
|
)
|
|
(303
|
)
|
|
|
|||
Sales of property, plant and equipment
|
7
|
|
|
8
|
|
|
|
|||
Free cash flow
|
(167
|
)
|
|
407
|
|
|
n/m
|
|
||
Discretionary pension and retiree medical contributions
|
—
|
|
|
13
|
|
|
|
|||
Merger and integration payments (after-tax)
|
—
|
|
|
9
|
|
|
|
|||
Payments related to restructuring charges (after-tax)
|
29
|
|
|
30
|
|
|
|
|||
Capital investments related to restructuring plan
|
3
|
|
|
4
|
|
|
|
|||
Payments for restructuring and other charges related to the transaction with Tingyi (Cayman Islands) Holding Corp. (Tingyi)
|
—
|
|
|
1
|
|
|
|
|||
Free cash flow excluding above items
|
$
|
(135
|
)
|
|
$
|
464
|
|
|
n/m
|
|
Period
|
|
Total
Number of
Shares
Repurchased
|
|
Average Price
Paid Per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares That May
Yet Be
Purchased
Under the Plans
or Programs
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||
12/28/13
|
|
|
|
|
|
|
|
|
|
|
$
|
8,364
|
|
|
|
|
|
|
|
|
|
|
|
||||||
12/29/13 - 1/25/14
|
|
4.9
|
|
|
$
|
82.73
|
|
|
4.9
|
|
|
(407
|
)
|
|
|
|
|
|
|
|
|
|
7,957
|
|
|||||
1/26/14 - 2/22/14
|
|
5.4
|
|
|
$
|
80.08
|
|
|
5.4
|
|
|
(430
|
)
|
|
|
|
|
|
|
|
|
|
7,527
|
|
|||||
2/23/14 - 3/22/14
|
|
5.1
|
|
|
$
|
80.47
|
|
|
5.1
|
|
|
(412
|
)
|
|
Total
|
|
15.4
|
|
|
$
|
81.06
|
|
|
15.4
|
|
|
$
|
7,115
|
|
Period
|
|
Total
Number of
Shares
Repurchased
|
|
Average Price
Paid per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares That May
Yet Be
Purchased
Under the Plans
or Programs
|
|||
12/29/13 - 1/25/14
|
|
1,500
|
|
|
$
|
398.09
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|||
1/26/14 - 2/22/14
|
|
1,100
|
|
|
$
|
403.20
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|||
2/23/14 - 3/22/14
|
|
1,000
|
|
|
$
|
411.24
|
|
|
N/A
|
|
N/A
|
Total
|
|
3,600
|
|
|
$
|
403.30
|
|
|
N/A
|
|
N/A
|
See “Index to Exhibits” on page
46
.
|
|
|
|
|
|
PepsiCo, Inc.
|
|
|
(Registrant)
|
|
|
|
Date:
|
April 17, 2014
|
/s/ Marie T. Gallagher
|
|
|
Marie T. Gallagher
|
|
|
Senior Vice President and Controller
|
|
|
|
Date:
|
April 17, 2014
|
/s/ Kelly Mahon Tullier
|
|
|
Kelly Mahon Tullier
|
|
|
Senior Vice President,
|
|
|
Deputy General Counsel
(Duly Authorized Officer)
|
EXHIBITS
|
|
Exhibit 2.1
|
Purchase Agreement dated as of December 1, 2010 among PepsiCo, Inc., Pepsi-Cola (Bermuda) Limited, Gavril A. Yushvaev, David Iakobachvili, Mikhail V. Dubinin, Sergei A. Plastinin, Alexander S. Orlov, Mikhail I. Vishnaykov, Aladaro Limited, Tony D. Maher, Dmitry Ivanov, Wimm Bill Dann Finance Cyprus Ltd. and Wimm-Bill-Dann Finance Co. Ltd. (the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K), which is incorporated herein by reference to Exhibit 2.1 to PepsiCo’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2010.
|
Exhibit 3.1
|
Articles of Incorporation of PepsiCo, Inc., as amended and restated, effective as of May 9, 2011, which are incorporated herein by reference to Exhibit 3.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2011.
|
Exhibit 3.2
|
By-laws of PepsiCo, Inc., as amended, effective as of November 22, 2013, which are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2013.
|
Exhibit 4.1
|
Form of 0.950% Senior Notes due 2017, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2014.
|
Exhibit 4.2
|
Form of 3.600% Senior Notes due 2024, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2014.
|
Exhibit 10.1
|
PepsiCo, Inc. 2007 Long-Term Incentive Plan, as amended and restated March 13, 2014, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2014.
|
Exhibit 12
|
Computation of Ratio of Earnings to Fixed Charges.
|
Exhibit 15
|
Letter re: Unaudited Interim Financial Information.
|
Exhibit 31
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 32
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Exhibit 101
|
The following materials from PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 22, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Statement of Cash Flows, (iv) the Condensed Consolidated Balance Sheet, (v) the Condensed Consolidated Statement of Equity, and (vi) Notes to the Condensed Consolidated Financial Statements.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Suppliers
Supplier name | Ticker |
---|---|
Anheuser-Busch InBev SA/NV | BUD |
The Kraft Heinz Company | KHC |
Conagra Brands, Inc. | CAG |
Archer-Daniels-Midland Company | ADM |
Eastman Chemical Company | EMN |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|