e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 4, 2009
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from _______ to _______
Commission File Number 001-15019
PEPSIAMERICAS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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13-6167838 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number) |
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4000 RBC Plaza, 60 South Sixth Street
Minneapolis, Minnesota
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55402 |
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(Address of principal executive offices)
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(Zip Code) |
(612) 661-4000
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2 of the Exchange Act). Yes o No þ
As of July 31, 2009, the registrant had 124,509,690 outstanding shares of common stock, par value
$0.01 per share, the registrants only class of common stock.
PEPSIAMERICAS, INC.
FORM 10-Q
SECOND QUARTER 2009
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
PEPSIAMERICAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited and in millions, except per share data)
Item 1. Financial Statements
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Second Quarter |
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First Half |
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2009 |
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2008 |
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2009 |
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2008 |
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Net sales |
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$ |
1,261.9 |
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$ |
1,340.8 |
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$ |
2,319.4 |
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$ |
2,439.5 |
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Cost of goods sold |
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742.4 |
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794.0 |
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1,386.5 |
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1,468.9 |
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Gross profit |
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519.5 |
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546.8 |
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932.9 |
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970.6 |
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Selling, delivery and administrative expenses |
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352.6 |
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381.2 |
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701.6 |
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734.2 |
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Special charges |
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8.1 |
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0.1 |
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8.3 |
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0.6 |
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Operating income |
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158.8 |
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165.5 |
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223.0 |
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235.8 |
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Interest expense, net |
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26.8 |
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28.5 |
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52.8 |
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58.1 |
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Loss from deconsolidation of business |
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25.8 |
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25.8 |
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Other (expense) income, net |
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(3.5 |
) |
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1.1 |
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(6.1 |
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(0.2 |
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Income before income taxes and equity in net loss of
nonconsolidated companies |
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102.7 |
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138.1 |
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138.3 |
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177.5 |
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Income taxes |
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40.2 |
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42.3 |
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52.5 |
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55.7 |
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Equity in net loss of nonconsolidated companies |
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0.1 |
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0.2 |
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0.7 |
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0.6 |
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Net income |
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62.4 |
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95.6 |
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85.1 |
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121.2 |
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Less: Net income attributable to noncontrolling interests |
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1.0 |
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4.8 |
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2.0 |
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5.7 |
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Net income attributable to PepsiAmericas, Inc. |
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$ |
61.4 |
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$ |
90.8 |
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$ |
83.1 |
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$ |
115.5 |
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Weighted average common shares: |
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Basic |
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121.2 |
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124.9 |
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121.9 |
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126.0 |
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Incremental effect of stock options and awards |
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1.8 |
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1.5 |
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2.0 |
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1.7 |
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Diluted |
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123.0 |
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126.4 |
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123.9 |
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127.7 |
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Earnings
per share attributable to PepsiAmericas, Inc. common shareholders: |
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Basic |
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$ |
0.51 |
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$ |
0.73 |
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$ |
0.68 |
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$ |
0.92 |
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Diluted |
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0.50 |
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0.72 |
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0.67 |
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0.90 |
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Cash dividends declared per share |
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$ |
0.14 |
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$ |
0.135 |
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$ |
0.28 |
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$ |
0.27 |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
2
PEPSIAMERICAS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited and in millions, except per share data)
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End of First |
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End of Fiscal |
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Half |
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Year |
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2009 |
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2008 |
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ASSETS: |
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Current assets: |
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Cash and cash equivalents |
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$ |
191.2 |
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$ |
242.4 |
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Receivables, net |
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551.6 |
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305.5 |
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Inventories |
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273.8 |
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238.5 |
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Other current assets |
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122.7 |
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119.7 |
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Total current assets |
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1,139.3 |
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906.1 |
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Property and equipment, net |
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1,270.0 |
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1,355.7 |
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Goodwill |
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2,191.6 |
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2,244.6 |
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Intangible assets, net |
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499.0 |
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498.6 |
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Other assets |
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214.9 |
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49.1 |
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Total assets |
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$ |
5,314.8 |
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$ |
5,054.1 |
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LIABILITIES AND EQUITY: |
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Current liabilities: |
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Short-term debt, including current maturities of long-term debt |
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$ |
421.4 |
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$ |
525.0 |
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Payables and other current liabilities |
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566.2 |
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523.2 |
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Total current liabilities |
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987.6 |
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1,048.2 |
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Long-term debt |
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1,988.4 |
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1,642.3 |
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Deferred income taxes |
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249.1 |
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237.6 |
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Other liabilities |
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252.9 |
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295.0 |
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Total liabilities |
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3,478.0 |
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3,223.1 |
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Equity: |
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PepsiAmericas, Inc. shareholders equity: |
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Preferred stock ($0.01 par value, 12.5 million shares
authorized, no shares issued) |
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Common stock ($0.01 par value, 350 million shares
authorized, 137.6 million shares
issued 2009 and 2008) |
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1,286.3 |
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1,296.9 |
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Retained income |
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876.6 |
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828.2 |
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Accumulated other comprehensive loss |
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(190.6 |
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(200.8 |
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Treasury stock, at cost (16.3 million shares and 14.5
million shares, respectively) |
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(348.9 |
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(324.3 |
) |
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Total PepsiAmericas, Inc. shareholders equity |
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1,623.4 |
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1,600.0 |
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Noncontrolling interests |
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213.4 |
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231.0 |
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Total equity |
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1,836.8 |
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1,831.0 |
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Total liabilities and equity |
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$ |
5,314.8 |
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$ |
5,054.1 |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
PEPSIAMERICAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in millions)
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First Half |
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2009 |
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2008 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
85.1 |
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$ |
121.2 |
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Adjustments to reconcile to net cash (used in) provided
by operating activities of continuing operations: |
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Depreciation and amortization |
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96.9 |
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104.5 |
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Deferred income taxes |
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3.8 |
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4.7 |
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Special charges |
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8.3 |
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0.6 |
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Cash outlays related to special charges |
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(3.7 |
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(0.9 |
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Pension contributions |
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(11.1 |
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Equity in net loss of nonconsolidated companies |
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0.7 |
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0.6 |
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Excess tax benefits from share-based payment arrangements |
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(1.0 |
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(0.9 |
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Marketable securities impairment |
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2.1 |
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Loss on deconsolidation of business, net of tax |
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23.0 |
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Share-based compensation |
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11.7 |
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10.7 |
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Other |
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4.2 |
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1.4 |
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Changes in assets and liabilities: |
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Decrease in securitization receivables |
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(150.0 |
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Increase in remaining receivables |
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(136.8 |
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(103.7 |
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Increase in inventories |
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(65.6 |
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(33.8 |
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Increase in payables |
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42.5 |
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29.7 |
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Net change in other assets and liabilities |
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23.1 |
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(22.2 |
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Net cash (used in) provided by operating activities of continuing operations |
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(66.8 |
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111.9 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital investments |
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(133.7 |
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(103.3 |
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Franchises and companies acquired, net of cash acquired |
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(1.0 |
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Distribution rights acquired |
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(12.6 |
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Cash divested from deconsolidation of business |
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(7.1 |
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Proceeds from sales of property and equipment |
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3.2 |
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3.4 |
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Net cash used in investing activities |
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(150.2 |
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(100.9 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Net borrowings of short-term debt |
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51.2 |
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146.2 |
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Proceeds from issuance of long-term debt |
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345.4 |
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Repayment of long-term debt |
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(155.0 |
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(47.5 |
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Contribution from noncontrolling interests |
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6.4 |
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26.0 |
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Excess tax benefits from share-based payment arrangements |
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1.0 |
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0.9 |
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Issuance of common stock |
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3.5 |
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2.1 |
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Treasury stock purchases |
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(45.2 |
) |
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(105.2 |
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Cash dividends |
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(35.2 |
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(34.6 |
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Net cash provided by (used in) financing activities |
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172.1 |
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(12.1 |
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Net operating cash flows used in discontinued operations |
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(1.6 |
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(6.0 |
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Effects of exchange rate changes on cash and cash equivalents |
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(4.7 |
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7.8 |
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Change in cash and cash equivalents |
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(51.2 |
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0.7 |
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Cash and cash equivalents as of beginning of fiscal year |
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|
242.4 |
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189.7 |
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Cash and cash equivalents as of end of first half of fiscal year |
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$ |
191.2 |
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$ |
190.4 |
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The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
PEPSIAMERICAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited and in millions)
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Accumulated |
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Other |
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Comprehensive |
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Total |
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Shares |
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Common |
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Retained |
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Income |
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Treasury |
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Shareholders |
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Noncontrolling |
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Total |
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Common |
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Treasury |
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Stock |
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Income |
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(Loss) |
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Stock |
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Equity |
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Interests |
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Equity |
|
As of Fiscal Year End 2007 |
|
|
137.6 |
|
|
|
(9.5 |
) |
|
$ |
1,292.7 |
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|
$ |
670.9 |
|
|
$ |
98.8 |
|
|
$ |
(204.1 |
) |
|
$ |
1,858.3 |
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|
$ |
273.4 |
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|
$ |
2,131.7 |
|
Comprehensive income: |
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Net income |
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|
|
|
|
|
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|
|
|
115.5 |
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|
|
|
|
|
|
|
|
|
|
115.5 |
|
|
|
5.7 |
|
|
|
121.2 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72.6 |
|
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|
72.6 |
|
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|
11.4 |
|
|
|
84.0 |
|
Unrealized losses on securities, net of
income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
(0.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187.8 |
|
|
|
17.1 |
|
|
|
204.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adoption of SFAS No. 158 adjustment,
net of income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
0.1 |
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
Treasury stock purchases |
|
|
|
|
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105.2 |
) |
|
|
(105.2 |
) |
|
|
|
|
|
|
(105.2 |
) |
Stock compensation plans |
|
|
|
|
|
|
0.7 |
|
|
|
(5.2 |
) |
|
|
|
|
|
|
|
|
|
|
13.3 |
|
|
|
8.1 |
|
|
|
|
|
|
|
8.1 |
|
Dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
|
|
|
|
|
|
|
|
|
|
(34.6 |
) |
|
|
|
|
|
|
(34.6 |
) |
Contributions from noncontrolling
interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26.0 |
|
|
|
26.0 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.9 |
) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of End of First Half of 2008 |
|
|
137.6 |
|
|
|
(12.9 |
) |
|
$ |
1,287.5 |
|
|
$ |
751.6 |
|
|
$ |
171.2 |
|
|
$ |
(296.0 |
) |
|
$ |
1,914.3 |
|
|
$ |
314.6 |
|
|
$ |
2,228.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of Fiscal Year End 2008 |
|
|
137.6 |
|
|
|
(14.5 |
) |
|
$ |
1,296.9 |
|
|
$ |
828.2 |
|
|
$ |
(200.8 |
) |
|
$ |
(324.3 |
) |
|
$ |
1,600.0 |
|
|
$ |
231.0 |
|
|
$ |
1,831.0 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83.1 |
|
|
|
|
|
|
|
|
|
|
|
83.1 |
|
|
|
2.0 |
|
|
|
85.1 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(57.6 |
) |
|
|
|
|
|
|
(57.6 |
) |
|
|
(26.0 |
) |
|
|
(83.6 |
) |
Unrealized gains on securities, net of
income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
0.2 |
|
Cash flow hedge adjustment, net of
income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41.9 |
|
|
|
|
|
|
|
41.9 |
|
|
|
|
|
|
|
41.9 |
|
Recognition from deconsolidation of
business |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.7 |
|
|
|
|
|
|
|
25.7 |
|
|
|
|
|
|
|
25.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93.3 |
|
|
|
(24.0 |
) |
|
|
69.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock purchases |
|
|
|
|
|
|
(2.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45.2 |
) |
|
|
(45.2 |
) |
|
|
|
|
|
|
(45.2 |
) |
Stock compensation plans |
|
|
|
|
|
|
0.9 |
|
|
|
(10.6 |
) |
|
|
|
|
|
|
|
|
|
|
20.6 |
|
|
|
10.0 |
|
|
|
|
|
|
|
10.0 |
|
Dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34.7 |
) |
|
|
|
|
|
|
|
|
|
|
(34.7 |
) |
|
|
|
|
|
|
(34.7 |
) |
Contributions from noncontrolling
interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.4 |
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of End of First Half of 2009 |
|
|
137.6 |
|
|
|
(16.3 |
) |
|
$ |
1,286.3 |
|
|
$ |
876.6 |
|
|
$ |
(190.6 |
) |
|
$ |
(348.9 |
) |
|
$ |
1,623.4 |
|
|
$ |
213.4 |
|
|
$ |
1,836.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
PEPSIAMERICAS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited and in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
|
First Half |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
Net income |
|
$ |
62.4 |
|
|
$ |
95.6 |
|
|
$ |
85.1 |
|
|
$ |
121.2 |
|
Foreign currency translation adjustment |
|
|
69.7 |
|
|
|
60.7 |
|
|
|
(83.6 |
) |
|
|
84.0 |
|
Unrealized gains (losses) on securities, net of income taxes |
|
|
0.9 |
|
|
|
(0.2 |
) |
|
|
0.2 |
|
|
|
(0.3 |
) |
Cash flow hedge adjustment, net of income taxes |
|
|
24.5 |
|
|
|
(0.1 |
) |
|
|
41.9 |
|
|
|
|
|
Recognition from deconsolidation of business |
|
|
25.7 |
|
|
|
|
|
|
|
25.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
183.2 |
|
|
|
156.0 |
|
|
|
69.3 |
|
|
|
204.9 |
|
Less: Comprehensive income (loss) attributable to
noncontrolling interests |
|
|
3.2 |
|
|
|
16.2 |
|
|
|
(24.0 |
) |
|
|
17.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to PepsiAmericas, Inc. |
|
$ |
180.0 |
|
|
$ |
139.8 |
|
|
$ |
93.3 |
|
|
$ |
187.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
PEPSIAMERICAS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Significant Accounting Policies
Quarterly Reporting. The Condensed Consolidated Financial Statements included herein have
been prepared by PepsiAmericas, Inc. (referred to herein as PepsiAmericas, we, our and us)
without audit. Certain information and disclosures normally included in financial statements
prepared in conformity with accounting principles generally accepted in the United States of
America (GAAP) have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC), although we believe that the disclosures are adequate
to make the information presented not misleading. The year-end Condensed Consolidated Balance
Sheet data was derived from audited financial statements but does not include all disclosures
required by GAAP. These Condensed Consolidated Financial Statements should be read in conjunction
with the financial statements and notes thereto included in our Annual Report on Form 10-K for
fiscal year 2008. In the opinion of management, the information furnished herein reflects all
adjustments (consisting only of normal, recurring adjustments) necessary for a fair statement of
results for the interim periods presented. In preparing the Condensed Consolidated Financial
Statements, we have evaluated events and transactions for potential recognition or disclosure
through August 6, 2009, the date the Condensed Consolidated Financial Statements were issued.
Use of Accounting Estimates. The preparation of the accompanying Condensed Consolidated
Financial Statements in conformity with GAAP requires management to use judgment to make estimates
based on assumptions about future events. These estimates and the underlying assumptions affect the
amounts of assets and liabilities reported, disclosures about contingent assets and liabilities,
and reported amounts of revenues and expenses. These estimates and assumptions are based on
managements best estimates and judgment. Management evaluates its estimates and assumptions on an
ongoing basis using historical experience and other factors, including the current economic
environment, which management believes to be reasonable under the circumstances. We adjust such
estimates and assumptions when facts and circumstances dictate. As future events and their effects
cannot be determined with precision, actual results could differ significantly from these
estimates.
Fiscal Year. Our operations are reported using a fiscal year that consists of 52 or 53 weeks
ending on the Saturday closest to December 31. Our Central and Eastern Europe (CEE) operations
fiscal year ends on December 31 and therefore, are not impacted by the 53rd week. Our second
quarter and first half of 2009 and 2008 were based on thirteen weeks and twenty-six weeks that
ended July 4, 2009 and June 28, 2008, respectively. Due to the timing of the receipt of available
financial information, certain operations are reported on a one-month or one-quarter lag basis.
Our business is seasonal with the second and third quarters generating higher sales volumes
than the first and fourth quarters. Accordingly, the operating results of any individual quarter
may not be indicative of a full years operating results.
Earnings Per Share. Basic earnings per share is based upon the weighted-average number of
common shares outstanding. Diluted earnings per share assumes the exercise of all options which
are dilutive, whether exercisable or not. The dilutive effects of stock options and non-vested
restricted stock awards are measured under the treasury stock method. As of the end of the first
half of 2009 and 2008, there were no antidilutive options or non-vested restricted stock awards.
Reclassifications. Certain amounts in the prior period Condensed Consolidated Financial
Statements have been reclassified to conform to the current year presentation.
Recently Adopted Accounting Pronouncements. In September 2006, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair
Value Measurements, to provide enhanced guidance when using fair value to measure assets and
liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in
GAAP and expands disclosures about fair value measurements. SFAS No. 157 applies whenever other
pronouncements require or permit assets or liabilities to be measured by fair value. We adopted
SFAS No. 157 as of the beginning of fiscal year 2008 as it relates to recurring measurements of
financial assets and liabilities. We adopted SFAS No. 157 as it relates to nonrecurring fair value
measurement requirements for nonfinancial assets and liabilities as of the
7
beginning of fiscal year 2009. These include goodwill, other intangible assets not subject to
amortization and unallocated purchase price for recent acquisitions. See Note 11 for required
disclosures.
In December 2007, the FASB issued a revised SFAS No. 141, Business Combinations. SFAS No.
141(R) amends the guidance relating to the use of the purchase method in a business combination.
SFAS No. 141(R) requires that we recognize and measure the identifiable assets acquired, the
liabilities assumed and any noncontrolling interest in the acquired business at fair value. SFAS
No. 141(R) also requires that we recognize and measure the goodwill acquired in the business
combination or a gain from a bargain purchase. Acquisition costs to effect the acquisition and any
integration costs are no longer considered a component of the cost of the acquisition, but will be
expensed as incurred. SFAS No. 141(R) became effective with acquisitions occurring on or after the
beginning of fiscal year 2009.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements an amendment to ARB No. 51, to establish accounting and reporting
standards for noncontrolling interests, sometimes called minority interest. SFAS No. 160 requires
that the parent report noncontrolling interests in the equity section of the balance sheet but
separate from the parents equity. SFAS No. 160 also requires clear presentation of net income
attributable to the parent and the noncontrolling interest on the face of the income statement.
All changes in the parents ownership interest in the subsidiary must be accounted for
consistently. Deconsolidation of the subsidiary requires the recognition of a gain or loss using
the fair value of the noncontrolling equity investment rather than the carrying amount. We adopted
SFAS No. 160 as of the beginning of fiscal year 2009. See Note 2 for required disclosures
regarding the deconsolidation of our Caribbean business in connection with the formation of a
strategic joint venture with The Central America Beverage Corporation (CABCORP).
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities an amendment of FASB Statement No. 133. SFAS No. 161 requires enhanced
disclosures about an entitys derivative and hedging activities. We adopted SFAS No. 161 as of the
beginning of fiscal year 2009. See Note 10 for required disclosures.
In April 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB No. 28-1 (FSP FAS
107-1 and APB 28-1), Interim Disclosures about Fair Value of Financial Instruments, which
requires quarterly disclosure of information about the fair value of financial instruments within
the scope of SFAS No. 107, Disclosures about Fair Value of Financial Instruments. We adopted the
provisions of FSP FAS 107-1 and APB 28-1 in the second quarter of 2009. See Note 10 for required
disclosures.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events, which sets forth general
standards of accounting for and disclosure of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued. We adopted SFAS No. 165 in
the second quarter of 2009.
Recently Issued Accounting Pronouncements to be Adopted in the Future. In December 2008, the
FASB issued FASB Staff Position No. FAS 132(R)-1 (FSP 132(R)-1), Employers Disclosures about
Postretirement Benefit Plan Assets. FSP 132(R)-1 provides guidance on an employers disclosures
about plan assets of a defined benefit pension or other postretirement plan. FSP 132(R)-1 will
become effective in the fourth quarter of 2009. We are currently evaluating the impact FSP
132(R)-1 will have on our Consolidated Financial Statements.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R),
which amends FASB Interpretation No. 46 (revised December 2003) to address the elimination of the
concept of a qualifying special purpose entity. SFAS No. 167 also replaces the quantitative-based
risks and rewards calculation for determining which enterprise has a controlling financial interest
in a variable interest entity with an approach focused on identifying which enterprise has the
power to direct the activities of a variable interest entity and the obligation to absorb losses of
the entity or the right to receive benefits from the entity. Additionally, SFAS No. 167 requires
more timely and useful information about an enterprises involvement with a variable interest
entity. SFAS No. 167 will become effective in the first quarter of 2010. We are evaluating the
impact SFAS No. 167, but we currently do not believe it will have a material impact on our
Condensed Consolidated Financial Statements.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162, which establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles recognized by the FASB to be
applied in the preparation of financial statements in conformity with GAAP. SFAS No. 168
explicitly recognizes rules and interpretive releases of the SEC under federal securities laws as
authoritative GAAP for SEC registrants. SFAS No. 168 will become effective in the third quarter of
2009 and will not have a material impact on our Condensed Consolidated Financial Statements.
8
2. Investment and Divestiture
On July 3, 2009, we formed a strategic joint venture with CABCORP to combine PepsiAmericas
Caribbean operations, excluding the Bahamas, with CABCORPs Central American operations, including
Guatemala, Honduras, El Salvador and Nicaragua. Under the terms of the joint venture agreement, we
hold an 18 percent interest and CABCORP holds an 82 percent interest in the joint venture. Upon
execution of the joint venture agreement, we deconsolidated our Caribbean business resulting in a
non-cash loss of $25.8 million ($23.0 million after taxes) that was recorded in Loss from
deconsolidation of business on the Condensed Consolidated Statement of Income. This loss included
the recognition of deferred losses associated with cumulative translation adjustments of $19.2
million and unrecognized pension losses of $6.5 million, which were previously included in
Accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets.
Our initial investment in the joint venture was recorded at its fair value of $143.0 million
in Other assets on the Condensed Consolidated Balance Sheet. Beginning in the third quarter of
2009, earnings from the strategic joint venture with CABCORP will be recorded in Equity in net
earnings of nonconsolidated companies on the Condensed Consolidated Statements of Income. Due to
the timing of the receipt of available financial information, we will record equity in net earnings
from the joint venture on a one-month lag basis.
3. Special Charges
In the second quarter and first half of 2009, we recorded special charges of $8.1 million and
$8.3 million, respectively. In the second quarter and first half of 2009, we recorded $6.9 million
of special charges in CEE related to the restructuring of our Hungary operations, primarily for
severance and fixed asset impairments. We anticipate recording $2.7 million of additional special
charges related to our Hungary operations during the remainder of the year. In the second quarter
and first half of 2009, we recorded $1.3 million and $1.5 million, respectively, of special charges
in the Caribbean related to restructuring and severance costs.
In the second quarter and first half of 2008, we recorded special charges of $0.1 million and
$0.6 million, respectively, in the U.S. related to our strategic realignment of the U.S. sales
organization.
The following table summarizes the activity associated with special charges during the first
half of 2009 (in millions):
|
|
|
|
|
Special charge liability, end of fiscal year 2008 |
|
$ |
2.5 |
|
Special charges |
|
|
8.3 |
|
Cash outlays related to special charges |
|
|
(3.7 |
) |
Non-cash charges |
|
|
(4.3 |
) |
|
|
|
|
Special charge liability, end of first half of 2009 |
|
$ |
2.8 |
|
|
|
|
|
The total accrued liabilities remaining as of the end of the first half of 2009 were comprised
of severance payments and other costs. We expect the remaining special charge liability of $2.8
million to be paid using cash from operations during the next 12 months; accordingly, such amounts
are classified as Payables and other current liabilities in the Condensed Consolidated Balance
Sheet.
9
4. Statement of Income Details
Details of certain line items on the Condensed Consolidated Statements of Income for the
second quarter and first half of 2009 and 2008 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
|
First Half |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold |
|
$ |
747.4 |
|
|
$ |
794.0 |
|
|
$ |
1,387.5 |
|
|
$ |
1,469.0 |
|
Unrealized gains on derivative instruments |
|
|
(5.0 |
) |
|
|
|
|
|
|
(1.0 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of goods sold |
|
$ |
742.4 |
|
|
$ |
794.0 |
|
|
$ |
1,386.5 |
|
|
$ |
1,468.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, delivery and administrative
(SD&A) expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SD&A expenses |
|
$ |
355.1 |
|
|
$ |
381.2 |
|
|
$ |
702.5 |
|
|
$ |
734.2 |
|
Unrealized gains on derivative instruments |
|
|
(2.5 |
) |
|
|
|
|
|
|
(0.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total SD&A expenses |
|
$ |
352.6 |
|
|
$ |
381.2 |
|
|
$ |
701.6 |
|
|
$ |
734.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
$ |
28.4 |
|
|
$ |
29.4 |
|
|
$ |
56.5 |
|
|
$ |
60.0 |
|
Interest income |
|
|
(1.6 |
) |
|
|
(0.9 |
) |
|
|
(3.7 |
) |
|
|
(1.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
$ |
26.8 |
|
|
$ |
28.5 |
|
|
$ |
52.8 |
|
|
$ |
58.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold consists of the costs related to goods produced or purchased and sold
during the period. SD&A expenses consist of costs related to selling and delivering our products
and other administrative costs incurred during the period. Unrealized gains recorded on derivative
instruments consists of the change in market value for commodity swap contracts that were not
designated as hedging instruments.
5. Income Taxes
The effective income tax rate, which is income tax expense expressed as a percentage of income
from continuing operations before income taxes and equity in net loss of nonconsolidated companies,
was 38.0 percent in the first half of 2009 compared to 31.4 percent in the first half of 2008. The
higher tax rate was due primarily to the impact of the deconsolidation of our Caribbean business
and a change in the geographic mix of earnings and the associated varying statutory tax rates.
During the first half of 2009, our gross unrecognized tax benefits increased by $1.0 million.
The impact to our effective tax rate consisted of $0.2 million of net unrecognized tax benefits and
$1.4 million of gross interest related to unrecognized tax benefits for the first half of 2009.
During the next 12 months, it is reasonably possible that a reduction of gross unrecognized
tax benefits will occur in a range of $4 million to $6 million as a result of the resolution of
positions taken on previously filed returns.
We are subject to U.S. federal income tax, state income tax in multiple state tax
jurisdictions, and foreign income tax in our CEE and Caribbean tax jurisdictions. Currently, our
U.S. federal income tax returns are under examination for fiscal year 2006 and 2007. Fiscal year
2005 is currently not under examination but is still subject to future review subject to the
applicable statute of limitations.
6. Goodwill and Intangible Assets
The changes in the carrying amount of goodwill by geographic segment for the first half of
2009 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
CEE |
|
|
Caribbean |
|
|
Total |
|
Balance, fiscal year end 2008 |
|
$ |
1,824.3 |
|
|
$ |
404.6 |
|
|
$ |
15.7 |
|
|
$ |
2,244.6 |
|
Foreign currency translation adjustment |
|
|
|
|
|
|
(37.3 |
) |
|
|
(0.1 |
) |
|
|
(37.4 |
) |
Deconsolidation of Caribbean business |
|
|
|
|
|
|
|
|
|
|
(15.6 |
) |
|
|
(15.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of the first half of 2009 |
|
$ |
1,824.3 |
|
|
$ |
367.3 |
|
|
$ |
|
|
|
$ |
2,191.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
On July 3, 2009, we formed a strategic joint venture with CABCORP to combine our Caribbean
operations, excluding the Bahamas, with CABCORPs Central American operations. As a result, we
deconsolidated our Caribbean business resulting in a $15.6 million reduction in goodwill (see Note
2 for further discussion).
Intangible asset balances as of the end of the first half of 2009 and end of fiscal year 2008
were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
End of First |
|
|
End of Fiscal |
|
|
|
Half 2009 |
|
|
Year 2008 |
|
Intangible assets subject to amortization: |
|
|
|
|
|
|
|
|
Gross carrying amount: |
|
|
|
|
|
|
|
|
Customer relationships and lists |
|
$ |
53.0 |
|
|
$ |
57.3 |
|
Franchise and distribution agreements |
|
|
11.1 |
|
|
|
3.3 |
|
Other |
|
|
2.5 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
Total |
|
$ |
66.6 |
|
|
$ |
63.1 |
|
|
|
|
|
|
|
|
Accumulated amortization: |
|
|
|
|
|
|
|
|
Customer relationships and lists |
|
$ |
(14.2 |
) |
|
$ |
(11.9 |
) |
Franchise and distribution agreements |
|
|
(1.6 |
) |
|
|
(1.2 |
) |
Other |
|
|
(0.7 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
Total |
|
$ |
(16.5 |
) |
|
$ |
(13.7 |
) |
|
|
|
|
|
|
|
Intangible assets subject to amortization, net |
|
$ |
50.1 |
|
|
$ |
49.4 |
|
|
|
|
|
|
|
|
|
|
Intangible assets not subject to amortization: |
|
|
|
|
|
|
|
|
Franchise and distribution agreements |
|
$ |
372.0 |
|
|
$ |
362.3 |
|
Trademarks and tradenames |
|
|
76.9 |
|
|
|
86.9 |
|
|
|
|
|
|
|
|
Total |
|
$ |
448.9 |
|
|
$ |
449.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets, net |
|
$ |
499.0 |
|
|
$ |
498.6 |
|
|
|
|
|
|
|
|
During the first half of 2009, we acquired distribution rights for Rockstar energy drinks and
Muscle Milk protein-enhanced beverages. As a result of these acquisitions, we recorded $7.8
million of amortizable distribution rights. We also recorded $10.6 million of distribution rights
not subject to amortization in connection with the Crush beverage brand distribution agreement.
For intangible assets subject to amortization, we calculate amortization expense over the
period we expect to receive economic benefit. Total amortization expense was $1.8 million in the
second quarter of 2009. Total amortization expense in the second quarter of 2008 was not material
to the Condensed Consolidated Statement of Income, because results for the second quarter of 2008
included a cumulative benefit of $2.3 million to amortization
expense related to the final Sandora valuation. Total amortization expense was $3.4 million and
$3.1 million in the first half of 2009 and 2008, respectively.
7. Sale of Receivables
In the first half of 2009, we terminated our trade receivables securitization program because
the program had become uncompetitive with alternate sources of capital, which resulted in a $150
million increase in trade receivables and a comparable increase in debt on our Condensed
Consolidated Balance Sheet. Additionally, termination of this program resulted in a decline in
cash flows from operating activities of $150 million, effectively offset by a corresponding
increase in cash flows from financing activities on our Condensed Consolidated Statement of Cash
Flows.
11
8. Balance Sheet Details
Details of certain line items on the Condensed Consolidated Balance Sheets as of the end of
the first half of 2009 and end of fiscal year 2008 were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
End of First |
|
|
End of Fiscal |
|
|
|
Half 2009 |
|
|
Year 2008 |
|
Receivables, net: |
|
|
|
|
|
|
|
|
Trade receivables |
|
$ |
479.2 |
|
|
$ |
418.0 |
|
Securitization receivables |
|
|
|
|
|
|
(150.0 |
) |
Funding and purchasing rebates receivables |
|
|
75.1 |
|
|
|
39.7 |
|
Other receivables |
|
|
11.0 |
|
|
|
11.3 |
|
Allowance for doubtful accounts |
|
|
(13.7 |
) |
|
|
(13.5 |
) |
|
|
|
|
|
|
|
Receivables, net |
|
$ |
551.6 |
|
|
$ |
305.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories: |
|
|
|
|
|
|
|
|
Raw materials and supplies |
|
$ |
110.8 |
|
|
$ |
117.2 |
|
Finished goods |
|
|
163.0 |
|
|
|
121.3 |
|
|
|
|
|
|
|
|
Inventories |
|
$ |
273.8 |
|
|
$ |
238.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets: |
|
|
|
|
|
|
|
|
Prepaid expenses |
|
$ |
58.7 |
|
|
$ |
56.7 |
|
Prepaid customer incentives |
|
|
22.5 |
|
|
|
23.5 |
|
Other |
|
|
41.5 |
|
|
|
39.5 |
|
|
|
|
|
|
|
|
Other current assets |
|
$ |
122.7 |
|
|
$ |
119.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net: |
|
|
|
|
|
|
|
|
Land |
|
$ |
71.8 |
|
|
$ |
84.1 |
|
Building and improvements |
|
|
491.7 |
|
|
|
524.9 |
|
Machinery and equipment |
|
|
2,250.2 |
|
|
|
2,301.1 |
|
|
|
|
|
|
|
|
Total property and equipment |
|
|
2,813.7 |
|
|
|
2,910.1 |
|
Accumulated depreciation |
|
|
(1,543.7 |
) |
|
|
(1,554.4 |
) |
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
1,270.0 |
|
|
$ |
1,355.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables and other current liabilities: |
|
|
|
|
|
|
|
|
Trade payables |
|
$ |
211.5 |
|
|
$ |
186.9 |
|
Income tax and other payables |
|
|
39.7 |
|
|
|
16.8 |
|
Accrued salaries and wages |
|
|
59.3 |
|
|
|
71.3 |
|
Accrued customer incentives |
|
|
88.8 |
|
|
|
86.9 |
|
Accrued interest |
|
|
29.0 |
|
|
|
25.3 |
|
Other current liabilities |
|
|
137.9 |
|
|
|
136.0 |
|
|
|
|
|
|
|
|
Payables and other current liabilities |
|
$ |
566.2 |
|
|
$ |
523.2 |
|
|
|
|
|
|
|
|
9. Debt
In the first half of 2009, we issued $350 million of notes with a coupon rate of 4.375 percent
due February 2014. The securities are unsecured and unsubordinated obligations and rank equally in
priority with all of our existing and future unsecured and unsubordinated indebtedness. Net
proceeds from this transaction were $345.4 million, which reflected a discount of $2.2 million and
debt issuance costs of $2.4 million. The net proceeds from the issuance of the notes were used to
repay commercial paper and for other general corporate purposes. The notes were issued under our
automatic shelf registration statement filed May 16, 2006.
12
10. Financial Instruments
We are exposed to certain risks relating to our ongoing business operations. The primary risks
managed by using derivative instruments are commodity price risk, foreign currency exchange risk
and interest rate risk. We record all derivative instruments at fair value as either assets or
liabilities in our Condensed Consolidated Balance Sheets. Derivative instruments are designated and
accounted for as either a hedge of a recognized asset or liability (fair value hedge), a hedge of
a forecasted transaction (cash flow hedge), or they are not designated as a hedge. Cash flows
from derivatives used to manage commodity, foreign currency exchange or interest rate risks are
classified as operating activities.
For cash flow hedges, changes in fair value are deferred in accumulated other comprehensive
loss (AOCL) until the underlying hedged item is recognized in earnings. For fair value hedges,
changes in fair value are recognized immediately in earnings, consistent with the underlying hedged
item. Hedging transactions are limited to an underlying exposure. As a result, any change in the
value of our derivative instruments would be substantially offset by an opposite change in the
value of the underlying hedged items. Hedging ineffectiveness and a net earnings impact occur when
the change in the value of the hedge does not offset the change in the value of the underlying
hedged item. If the derivative instrument is terminated, we continue to defer the related gain or
loss and include it as a component of the cost of the underlying hedged item. Upon determination
that the underlying hedged item will not be part of an actual transaction, we recognize the related
gain or loss in earnings immediately.
We also use derivatives for which hedge accounting is not elected. We account for such
derivatives at fair value with the resulting gains and losses reflected in our Condensed
Consolidated Statements of Income. Our corporate policy prohibits the use of derivative instruments
for trading or speculative purposes, and we have procedures in place to monitor and control their
use.
By using derivative instruments, we expose ourselves, from time to time, to credit risk.
Credit risk is the failure of the counterparty to perform under the terms of the derivative
contract. When the fair value of a derivative contract is positive, the counterparty owes us, which
creates credit risk for us. We monitor our counterparty credit risk on an ongoing basis. None of
our derivative instruments contain credit-risk-related contingent features.
Commodity Prices. We are subject to commodity price risk because our ability to recover
increased costs through higher pricing may be limited in the competitive environment in which we
operate. This risk is managed through the use of fixed-price purchase orders, pricing agreements,
geographic diversity and derivatives. We use derivatives, with terms of no more than three years,
to economically hedge price fluctuations related to a portion of our anticipated commodity
purchases, primarily for aluminum, natural gas and diesel fuel. For those derivatives that qualify
for hedge accounting, any ineffectiveness is recorded immediately. We classify both the earnings
and cash flow impact from these derivatives consistent with the underlying hedged item. During the
next 12 months, we expect to reclassify net gains of $0.1 million related to cash flow hedges of
commodity transactions from AOCL into earnings. Derivatives used to hedge commodity price risk
that do not qualify for hedge accounting are marked-to-market each period and reflected in our
Condensed Consolidated Statements of Income.
Our open commodity derivative contracts that qualify for hedge accounting had a face value of
$123.9 million as of the end of the first half of 2009 and $44.8 million as of the end of fiscal
year 2008. Our open commodity derivative contracts that do not qualify for hedge accounting had a
face value of $48.6 million as of the end of the first half of 2009. There were no open commodity
derivative contracts that did not qualify for hedge accounting as of the end of fiscal year 2008.
Foreign Currency Exchange. Exchange rate gains or losses related to foreign currency
transactions are recognized as transaction gains or losses in our Condensed Consolidated Statements
of Income as incurred. We use foreign currency derivative contracts to hedge the volatility of
foreign currency rates for purchases of raw materials for which payment is settled in a currency
other than our local operations functional currency. Our foreign currency derivatives had a total
face value of $14.5 million as of the end of the first half of 2009 and $46.1 million as of the end
of fiscal year 2008. During the next 12 months, we expect to reclassify net gains of $3.0 million
related to cash flow hedges of foreign currency transactions from AOCL into earnings.
Interest Rates. In anticipation of long-term debt issuances, we enter into treasury rate lock
instruments and forward starting swap agreements. We account for these treasury rate lock
instruments and forward starting swap agreements as cash flow hedges, as each hedges against the
variability of interest payments attributable to changes in interest rates on the forecasted
issuance of fixed-rate debt. These treasury rate locks and the forward starting swap agreements are
considered highly effective in eliminating the variability of cash flows associated with the
forecasted
13
debt issuances. The notional amounts of the interest rate swaps outstanding as of the end of the
first half of 2009 and the end of fiscal year 2008 were $250 million for each respective date.
We have also entered into interest rate swap contracts to convert a portion of our fixed-rate
debt to floating rate debt, with the objective of reducing overall borrowing costs. We account for
these swaps as fair value hedges, since they hedge against the change in fair value of fixed-rate
debt resulting from fluctuations in interest rates. For derivative instruments that are designated
and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting
loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.
In fiscal year 2004, we terminated all outstanding interest rate swap contracts and received
$14.4 million for the fair value of the interest rate swap contracts. Amounts included in the
cumulative fair value adjustment to long-term debt were reclassified into earnings commensurate
with the recognition of the related interest expense. As of the end of fiscal year 2008, the
cumulative fair value adjustments to long-term debt were $0.9 million. The remainder of the
balance was reclassified to earnings during the first half of 2009.
The location and amounts of derivative fair values in our Condensed Consolidated Balance
Sheets as of the end of the first half of 2009 and end of fiscal year 2008 were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
Derivatives designated as |
|
End of First Half 2009 |
|
|
End of Fiscal Year 2008 |
|
hedging instruments |
|
Balance Sheet |
|
Fair |
|
|
Balance Sheet |
|
Fair |
|
under SFAS No. 133 |
|
Location |
|
Value |
|
|
Location |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts |
|
Other assets |
|
$ |
28.2 |
|
|
Other assets |
|
$ |
|
|
Commodity contracts |
|
Other current assets |
|
|
7.5 |
|
|
Other current assets |
|
|
|
|
Foreign exchange contracts |
|
Other current assets |
|
|
3.0 |
|
|
Other current assets |
|
|
8.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
38.7 |
|
|
|
|
$ |
8.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated
as
hedging instruments
under SFAS No. 133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts |
|
Other current assets |
|
|
2.0 |
|
|
Other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total asset derivatives |
|
|
|
$ |
40.7 |
|
|
|
|
$ |
8.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability Derivatives |
|
Derivatives designated as |
|
End of First Half 2009 |
|
|
End of Fiscal Year 2008 |
|
hedging instruments |
|
Balance Sheet |
|
Fair |
|
|
Balance Sheet |
|
Fair |
|
under SFAS No. 133 |
|
Location |
|
Value |
|
|
Location |
|
Value |
|
|
Interest rate contracts |
|
Other liabilities |
|
$ |
|
|
|
Other liabilities |
|
$ |
34.3 |
|
Commodity contracts |
|
Payables and other |
|
|
|
|
|
Payables and other |
|
|
|
|
|
|
current liabilities |
|
|
1.2 |
|
|
current liabilities |
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.2 |
|
|
|
|
$ |
39.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated
as
hedging instruments
under SFAS No. 133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts |
|
Payables and other |
|
|
|
|
|
Payables and other |
|
|
|
|
|
|
current liabilities |
|
|
0.1 |
|
|
current liabilities |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liability derivatives |
|
|
|
$ |
1.3 |
|
|
|
|
$ |
40.9 |
|
|
|
|
|
|
|
|
|
|
|
|
14
The location and amounts of derivative gains and losses in our Condensed Consolidated
Statements of Income for the second quarter and first half of 2009 and 2008 were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in |
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
Amount of Gain (Loss) Reclassified |
|
Derivatives in Statement |
|
on Derivatives(a) |
|
|
Location of Gain (Loss) |
|
from AOCL into Income(a) |
|
133 Cash Flow Hedging |
|
Second Quarter |
|
|
First Half |
|
|
Reclassified from |
|
Second Quarter |
|
|
First Half |
|
Relationships |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
AOCL into Income |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Interest rate contracts |
|
$ |
36.9 |
|
|
$ |
|
|
|
$ |
62.5 |
|
|
$ |
|
|
|
Interest expense, net |
|
$ |
(0.1 |
) |
|
$ |
(0.2 |
) |
|
$ |
(0.2 |
) |
|
$ |
(0.3 |
) |
Foreign exchange contracts |
|
|
(1.4 |
) |
|
|
0.1 |
|
|
|
2.3 |
|
|
|
0.1 |
|
|
Cost of goods sold |
|
|
3.0 |
|
|
|
|
|
|
|
8.2 |
|
|
|
|
|
Commodity contracts |
|
|
7.0 |
|
|
|
|
|
|
|
10.2 |
|
|
|
|
|
|
Cost of goods sold |
|
|
(0.4 |
) |
|
|
|
|
|
|
(1.0 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
42.5 |
|
|
$ |
0.1 |
|
|
$ |
75.0 |
|
|
$ |
0.1 |
|
|
Total |
|
$ |
2.5 |
|
|
$ |
(0.2 |
) |
|
$ |
7.0 |
|
|
$ |
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
The amount of ineffectiveness was not material to the Condensed Consolidated Statements of
Income. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain Recognized in |
|
Derivatives in Statement |
|
Location of Gain |
|
Income on Derivatives |
|
133 Fair Value Hedging |
|
Recognized in Income |
|
Second Quarter |
|
|
First Half |
|
Relationships |
|
on Derivatives |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Interest rate contracts |
|
Interest expense, net |
|
$ |
0.2 |
|
|
$ |
0.6 |
|
|
$ |
0.9 |
|
|
$ |
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives Not |
|
|
|
Amount of Gain (Loss) Recognized in |
|
Designated as Hedging |
|
Location of Gain (Loss) |
|
Income on Derivatives (b) |
|
Instruments under |
|
Recognized in Income |
|
Second Quarter |
|
|
First Half |
|
Statement 133 |
|
on Derivatives |
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Commodity contracts |
|
Cost of goods sold |
|
$ |
1.9 |
|
|
$ |
|
|
|
$ |
(4.5 |
) |
|
$ |
|
|
Commodity contracts |
|
SD&A expenses |
|
|
2.1 |
|
|
|
|
|
|
|
(0.4 |
) |
|
|
|
|
Investment contracts |
|
SD&A expenses |
|
|
2.8 |
|
|
|
1.2 |
|
|
|
1.2 |
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6.8 |
|
|
$ |
1.2 |
|
|
$ |
(3.7 |
) |
|
$ |
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
Includes both realized and unrealized gains and losses. |
Other Financial Instruments. The carrying amounts of other financial assets and liabilities,
including cash and cash equivalents, accounts receivable, accounts payable and other accrued
expenses, approximate fair values due to their short maturity.
The fair value of our floating rate debt as of the end of the first half of 2009 and end of
fiscal year 2008 approximated its carrying amount. Our fixed-rate debt, which includes capital
lease obligations, had a carrying amount of $1,992.2 million and an estimated fair value of
$2,027.6 million as of the end of the first half of 2009. Our fixed-rate debt, which includes
capital lease obligations, had a carrying amount of $1,800.7 million and an estimated fair value of
$1,807.9 million as of fiscal year end 2008. The fair value of the fixed-rate debt was based upon
quotes from financial institutions for instruments with similar characteristics or upon discounting
future cash flows.
11. Fair Value Measurements
SFAS No. 157 defines and establishes a framework for measuring fair value and expands
disclosure about fair value measurements. Furthermore, SFAS No. 157 specifies a hierarchy of
valuation techniques based upon whether the inputs to those valuation techniques reflect
assumptions other market participants would use based upon market data obtained from independent
sources (observable inputs) or reflect our own assumptions of market participant valuation
(unobservable inputs). In accordance with SFAS No. 157, we have categorized our assets and
liabilities, based on the priority of the inputs to the valuation technique, into a three-level
fair value hierarchy as set forth below. If the inputs used to measure fair value fall within
different levels of the hierarchy, the categorization is based on the lowest level input that is
significant to the fair value measurement.
15
Assets and liabilities recorded on the Condensed Consolidated Balance Sheet are categorized on
the inputs to the valuation techniques as follows:
Level 1 Assets and liabilities whose values are based on unadjusted quoted prices for
identical assets or liabilities in an active market that the company has the ability to access at
the measurement date (examples include active exchange-traded equity securities, listed
derivatives, and most U.S. Government and agency securities).
Level 2 Assets and liabilities whose values are based on quoted prices in markets where
trading occurs infrequently or whose values are based on quoted prices of assets and liabilities
with similar attributes in active markets. Level 2 inputs include the following:
|
|
|
Quoted prices for similar assets or liabilities in active markets; |
|
|
|
|
Quoted prices for identical or similar assets or liabilities in non-active markets
(examples include corporate and municipal bonds which trade infrequently); |
|
|
|
|
Inputs other than quoted prices that are observable for substantially the full term of
the asset or liability (examples include interest rate and currency swaps); and |
|
|
|
|
Inputs that are derived principally from or corroborated by observable market data for
substantially the full term of the asset or liability (examples include certain
securities and derivatives). |
Level 3 Assets and liabilities whose values are based on prices or valuation techniques
that require inputs that are both unobservable and significant to the overall fair value
measurement. These inputs reflect managements own assumptions about the assumptions a market
participant would use in pricing the asset or liability.
The following table summarizes our assets and liabilities measured at fair value on a
recurring basis as of the end of the first half of 2009 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
|
|
End of |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
First Half |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Available-for-sale equity securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Deferred compensation plan assets |
|
|
1.5 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
Derivative assets |
|
|
40.7 |
|
|
|
|
|
|
|
40.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
42.2 |
|
|
$ |
1.5 |
|
|
$ |
40.7 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation plan
liabilities |
|
$ |
38.4 |
|
|
$ |
|
|
|
$ |
38.4 |
|
|
$ |
|
|
Derivative liabilities |
|
|
1.3 |
|
|
|
|
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
39.7 |
|
|
$ |
|
|
|
$ |
39.7 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale equity securities. As of the end of the first half of 2009, our
available-for-sale equity securities consisted of common stock of Northfield Laboratories, Inc
(Northfield). As a result of a significant
decline in market valuation of our investment in Northfield, we adjusted our investment in
Northfield in the second quarter of 2009 to reflect the fair value and recorded these adjustments
into income. We recorded an impairment charge of $2.1 million to write-off our remaining
investment in Northfield. The loss was recorded in Other (expense) income, net on the Condensed
Consolidated Statement of Income.
Deferred compensation plan assets and liabilities. We maintain a self-directed, non-qualified
deferred compensation plan for certain executives and other highly compensated employees. In
addition, we maintain assets for a portion of the deferred compensation plan in a rabbi trust. Our
rabbi trust funds are invested in money market accounts, which are adjusted monthly for any accrued
interest. Our unfunded deferred compensation liability is subject to changes in our stock price as
well as price changes in other equity and fixed-income investments. Employees deferred
compensation amounts are not directly invested in these investment vehicles. We track the
performance of each employees investment selections and adjust the deferred compensation liability
accordingly. The fair value of the unfunded deferred compensation liability is primarily based on
the market indices corresponding to the employees investment selections.
16
Derivative assets and liabilities. We calculate derivative asset and liability amounts using a
variety of interest rate and valuation techniques, depending on the specific characteristics of the
hedging instrument. The fair values of our forward exchange and commodity contracts are primarily
based on observable interest rate yields, forward foreign exchange rates and commodity rates.
The following table summarizes our assets and liabilities measured at fair value on a
nonrecurring basis as of the end of the first half of 2009 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active |
|
|
Significant |
|
|
|
|
|
|
|
|
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
|
|
End of |
|
|
Identical |
|
|
Observable |
|
|
Unobservable |
|
|
|
First Half |
|
|
Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
2009 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Equity investments |
|
$ |
143.0 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
143.0 |
|
Property and equipment |
|
|
15.5 |
|
|
|
|
|
|
|
15.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
158.5 |
|
|
$ |
|
|
|
$ |
15.5 |
|
|
$ |
143.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments. On July 3, 2009, we transferred our interest in our Caribbean business,
excluding the Bahamas, in exchange for an 18 percent interest in a strategic joint venture with
CABCORP that resulted in the deconsolidation of our Caribbean business. We recorded our investment
in the joint venture at fair value and recognized a non-cash loss of $25.8 million ($23.0 million
after taxes). Our initial investment in the joint venture was recorded at $143.0 million in Other
assets on the Condensed Consolidated Balance Sheet (see Note 2 for further discussion). To
estimate the fair value of the joint venture, we used an income approach based on a discounted cash
flow model. The discounted cash flows were based on estimates and assumptions supported by
unobservable inputs, including pricing and volume data, anticipated growth rates and share
performance, profitability levels, inflation factors, forward exchange rates, tax rates and
discount rates. The discount rates used considered each countrys specific risk factors.
Property and equipment. Property and equipment with a carrying amount of $22.8 million was
written down to its fair value of $15.5 million resulting in a loss of $7.3 million; $4.9 million
was recorded in SD&A expenses and $2.4 million was recorded in Special charges on the Condensed
Consolidated Statement of Income. Property and equipment may be measured at fair value if such
assets are held for sale or when there is a determination that the asset is impaired. The
determination of fair value is based on the best information available; including internal cash
flow estimates discounted at an appropriate interest rate, quoted market prices when available,
market prices for similar assets and independent appraisals, as appropriate.
17
12. Pension and Other Postretirement Benefit Plans
Net periodic pension and other postretirement benefit costs for the second quarter and first
half of 2009 and 2008 included the following components (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
|
|
Pension |
|
|
Other Postretirement |
|
|
|
Benefit Costs |
|
|
Benefit Costs |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
1.0 |
|
|
$ |
0.8 |
|
|
$ |
|
|
|
$ |
|
|
Interest cost |
|
|
3.0 |
|
|
|
2.8 |
|
|
|
0.3 |
|
|
|
0.2 |
|
Expected return on plan assets |
|
|
(3.9 |
) |
|
|
(3.8 |
) |
|
|
|
|
|
|
|
|
Amortization of net loss (gain) |
|
|
1.1 |
|
|
|
0.5 |
|
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Amortization of prior service cost |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
1.3 |
|
|
$ |
0.4 |
|
|
$ |
0.1 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half |
|
|
|
Pension |
|
|
Other Postretirement |
|
|
|
Benefit Costs |
|
|
Benefit Costs |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2.0 |
|
|
$ |
1.6 |
|
|
$ |
|
|
|
$ |
|
|
Interest cost |
|
|
6.0 |
|
|
|
5.6 |
|
|
|
0.6 |
|
|
|
0.5 |
|
Expected return on plan assets |
|
|
(7.8 |
) |
|
|
(7.6 |
) |
|
|
|
|
|
|
|
|
Amortization of net loss (gain) |
|
|
2.2 |
|
|
|
1.0 |
|
|
|
(0.4 |
) |
|
|
(0.4 |
) |
Amortization of prior service cost |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic cost |
|
$ |
2.6 |
|
|
$ |
0.7 |
|
|
$ |
0.2 |
|
|
$ |
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the first half of 2009, we made $11.1 million of contributions to the plans. We will
continue to evaluate the plans funding requirements and fund to levels deemed necessary for the
plans.
In connection with the formation of the strategic joint venture with CABCORP, we transferred
the liabilities associated with the Caribbean pension plans to the joint venture. The pension
liabilities transferred totaled $4.5 million and any remaining unrecognized pension losses were
recorded as part of the Loss from deconsolidation of business in the Condensed Consolidated
Statement of Income.
13. Share-Based Compensation
In February 2009, we granted 1,452,209 restricted shares at a weighted-average fair value of
$16.69 on the date of grant to key members of U.S. and Caribbean management and members of our
Board of Directors under our 2000 Stock Incentive Plan (the Plan). We recognized compensation
expense of $5.3 million in the second quarter of 2009 and 2008, respectively, and $11.5 million and
$10.5 million in the first half of 2009 and 2008, respectively, related to unvested restricted
share grants. As of the end of the first half of 2009, there were 3,225,527 unvested restricted
shares outstanding.
In February 2009, we granted 209,560 restricted stock units at a weighted-average value of
$16.69 on the date of grant to key members of our CEE management team under the Plan. Restricted
stock units are considered liability awards whose fair value is remeasured at each reporting date
until settlement. As such, compensation expense associated with restricted stock units is subject
to variability based on changes in the fair value of PepsiAmericas stock price. We recognized
compensation expense of $1.5 million and $1.7 million in the second quarter and first half of 2009,
respectively, related to unvested restricted stock unit grants. Compensation expense in the second
quarter of 2008 was immaterial to our Condensed Consolidated Statement of Income. Due to decline
in the stock price during the first half of 2008, we recognized a benefit to compensation expense
of $0.8 million related to unvested restricted stock unit grants. As of the end of the first half
of 2009, there were 375,844 unvested restricted stock units outstanding.
18
The Plan contains a change in control provision that would cause the unvested restricted stock
awards and units to be immediately vested and payable in cash under certain circumstances outlined
in the Plan document. The triggering of a change in control under the Plan will result in
modifications to the original award grants and the immediate recognition of incremental
compensation based on the current fair value. In addition, the awards will be reclassified from
equity to liability awards. As of the end of the first half of 2009, the change in control had not
been deemed probable; therefore, no modifications occurred at that point in time.
14. Supplemental Statement of Cash Flows Detail
Net cash (used in) provided by operating activities on the Condensed Consolidated Statements
of Cash Flows for the first half of 2009 and 2008 reflected cash payments and receipts for interest
and income taxes as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
First Half |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
51.6 |
|
|
$ |
60.9 |
|
Interest received |
|
|
3.7 |
|
|
|
1.9 |
|
Income taxes paid |
|
|
37.2 |
|
|
|
27.8 |
|
Income tax refunds |
|
|
0.2 |
|
|
|
14.8 |
|
15. Environmental and Other Contingencies
Current Operations. We maintain compliance with federal, state and local laws and regulations
relating to materials used in production and to the discharge of wastes, and other laws and
regulations relating to the protection of the environment. The capital costs of such management and
compliance, including the modification of existing plants and the installation of new manufacturing
processes, are not material to our continuing operations.
We are defendants in lawsuits that arise in the ordinary course of business, none of which is
expected to have a material adverse effect on our financial condition, although amounts recorded in
any given period could be material to the results of operations or cash flows for that period.
We participate in a number of trustee-managed multi-employer pension and health and welfare
plans for employees covered under collective bargaining agreements. Several factors, including
unfavorable investment performance, changes in demographics and increased benefits to participants
could result in potential funding deficiencies, which could cause us to make higher future
contributions to these plans.
Discontinued Operations Remediation. Under the agreement pursuant to which we sold our
subsidiaries, Abex Corporation and Pneumo Abex Corporation (collectively, Pneumo Abex), in 1988
and a subsequent settlement agreement entered into in September 1991, we have assumed
indemnification obligations for certain environmental liabilities of Pneumo Abex, after any
insurance recoveries. Pneumo Abex has been and is subject to a number of environmental cleanup
proceedings, including responsibilities under the Comprehensive Environmental Response,
Compensation and Liability Act and other related federal and state laws regarding release or
disposal of wastes at on-site and off-site locations. In some proceedings, federal, state and local
government agencies are involved and other major corporations have been named as potentially
responsible parties. Pneumo Abex is also subject to private claims and lawsuits for remediation of
properties previously owned by Pneumo Abex and its subsidiaries.
There is an inherent uncertainty in assessing the total cost to investigate and remediate a
given site. This is because of the evolving and varying nature of the remediation and allocation
process. Any assessment of expenses is more speculative in an early stage of remediation and is
dependent upon a number of variables beyond the control of any party. Furthermore, there are often
timing considerations, in that a portion of the expense incurred by Pneumo Abex, and any resulting
obligation of ours to indemnify Pneumo Abex, may not occur for a number of years.
In fiscal year 2001, we investigated the use of insurance products to mitigate risks related
to our indemnification obligations under the 1988 agreement, as amended. We oversaw a comprehensive
review of the former facilities operated or impacted by Pneumo Abex. Advances in the techniques of
retrospective risk evaluation and increased experience (and therefore available data) at our former
facilities made this comprehensive review possible. The review was completed in fiscal year 2001
and was updated in fiscal year 2005.
19
As of the end of the first half of 2009 and fiscal year 2008, we had accrued $32.2 million and
$36.1 million, respectively, to cover potential indemnification obligations. Of the total amounts
accrued, $11.9 million was recorded in Payables and other current liabilities on the Condensed
Consolidated Balance Sheets representing estimates of amounts to be spent during the next 12
months. This indemnification obligation includes costs associated with several sites in various
stages of remediation or negotiations. At the present time, the most significant remaining
indemnification obligation is associated with the Willits site, as discussed below, while no other
single site has significant estimated remaining costs associated with it. The amounts exclude
possible insurance recoveries and are determined on an undiscounted cash flow basis. The estimated
indemnification liabilities include expenses for the investigation and remediation of identified
sites, payments to third parties for claims and expenses (including product liability),
administrative expenses, and the expenses of on-going evaluations and litigation. We expect a
significant portion of the accrued liabilities will be spent during the next several years.
Included in our indemnification obligations is financial exposure related to certain remedial
actions required at a facility that manufactured hydraulic and related equipment in Willits,
California. Various chemicals and metals contaminate this site. A final consent decree was issued
in August 1997 and subsequently amended in December 2000 and 2006 in the case of the People of the
State of California and the City of Willits, California v. Remco Hydraulics, Inc. The final
consent decree established a trust (the Willits Trust) which is obligated to investigate and
clean up this site. We are currently funding the Willits Trust and the investigation and interim
remediation costs on a year-to-year basis as required in the final amended consent decree. We have
accrued $9.5 million as of the end of the first half of 2009 for future remediation and trust
administration costs, with the majority of this amount expected to be spent over the next several
years.
Although we have certain indemnification obligations for environmental liabilities at a number
of sites other than the site discussed above, including Superfund sites, it is not anticipated that
additional expense at any specific site will have a material effect on us. At some sites, the
volumetric contribution for which we have an obligation has been estimated and other large,
financially viable parties are responsible for substantial portions of the remainder. In our
opinion, based upon information currently available, the ultimate resolution of these claims and
litigation, including potential environmental exposures, and considering amounts already accrued,
should not have a material effect on our financial condition, although amounts recorded in a given
period could be material to our results of operations or cash flows for that period.
Discontinued Operations Insurance. During fiscal year 2002, as part of a comprehensive
program concerning environmental liabilities related to the former Whitman Corporation
subsidiaries, we purchased new insurance coverage related to the sites previously owned and
operated or impacted by Pneumo Abex and its subsidiaries. In addition, a trust, which was
established in 2000 with the proceeds from an insurance settlement (the Trust), purchased
insurance coverage and funded coverage for remedial and other costs (Finite Funding) related to
the sites previously owned and operated or impacted by Pneumo Abex and its subsidiaries.
Essentially all of the assets of the Trust were expended by the Trust in connection with the
purchase of the insurance coverage, the Finite Funding and related expenses. These actions were
taken to fund remediation and related costs associated with the sites previously owned and operated
or impacted by Pneumo Abex and its subsidiaries and to protect against additional future costs in
excess of our self-insured retention. The original amount of self-insured retention (the amount we
must pay before the insurance carrier is obligated to begin payments) was $114.0 million of which
$59.7 million has been eroded, leaving a remaining self-insured retention of $54.3 million as of
the end of the first half of 2009. The estimated range of aggregate exposure related only to the
remediation costs of such environmental liabilities is approximately $14 million to $34 million.
We had accrued $18.8 million as of the end of the first half of 2009 for remediation costs, which
is our best estimate of the contingent liabilities related to these environmental matters. The
Finite Funding may be used to pay a portion of the $18.8 million and thus reduces our future cash
obligations. Amounts recorded in our Condensed Consolidated Balance Sheets related to Finite
Funding were $8.5 million as of the end of first half of 2009 and $9.9 million as of the end of
fiscal year 2008 and were recorded in Other assets, net of $4.2 million recorded in Other
current assets as of the end of each respective period.
Discontinued Operations Product Liability and Toxic Tort Claims. We also have certain
indemnification obligations related to product liability and toxic tort claims that might emanate
out of the 1988 agreement with Pneumo Abex. Other companies not owned by or associated with us also
are responsible to Pneumo Abex for the financial burden of all asbestos product liability claims
filed against Pneumo Abex after a certain date in 1998, except for certain claims indemnified by
us. The sites and product liability and toxic tort claims included in the aggregate accrued
liabilities we have recorded are described more fully in our Annual Report on Form 10-K for fiscal
year 2008.
20
Four lawsuits have been filed in California, which name several defendants including certain
of our prior subsidiaries. The lawsuits allege that we and our former subsidiaries are liable for
personal injury and/or property damage resulting from environmental contamination at the Willits
facility. The plaintiffs in the lawsuits are seeking an unspecified amount of damages, punitive
damages, injunctive relief and medical monitoring damages. On June 18, 2009, the Court dismissed
all remaining Avila claims, which collectively consolidated three of the lawsuits. On July 10,
2009, approximately 250 plaintiffs appealed from various Court orders, which had dismissed their
claims; those appeals are pending. We will actively oppose these appeals and we are actively
defending these lawsuits. At this time, we do not believe these lawsuits are material to our
business or financial condition. No other significant changes in the status of the above-described
sites or claims occurred, and we were not notified of any other significant new sites or claims
during the first half of 2009.
Class Action Lawsuits relating to PepsiCo, Inc. (PepsiCo) Proposal. On April 19, 2009, we
received a non-binding proposal from PepsiCo to acquire all of the outstanding shares of
PepsiAmericas common stock that are not already owned by PepsiCo for $11.64 in cash and 0.223
shares of PepsiCo common stock per PepsiAmericas common share. Our Board of Directors formed a
Transactions Committee, comprised of all eight independent directors as defined by our Shareholder
Agreement with PepsiCo, to evaluate the proposal. On May 7, 2009, we announced that we had informed
PepsiCo that our Board of Directors, based on the recommendation of the Transactions Committee,
unanimously determined that PepsiCos April 19 proposal is not acceptable and is not in the best
interest of our shareholders. On August 4, 2009, we announced that we entered into a merger
agreement with PepsiCo (see Note 18 for additional information).
As discussed below, we and members of our Board of Directors have been named defendants in
several shareholder class action lawsuits relating to the PepsiCo proposal pending in Delaware, New
York and Minnesota.
Delaware. Four separate shareholder lawsuits were filed in Delaware Chancery Court
against PepsiCo, PepsiAmericas and members of our Board of Directors by various shareholder
plaintiffs on behalf of themselves and all others similarly situated. The Delaware lawsuits have
been joined into one action and the plaintiffs have filed a single consolidated complaint. See In
re PepsiAmericas, Inc. Shareholders Litigation, Consolidated C.A. No. 4530-VCS (Delaware Court of
Chancery) (filed 6/19/09). The putative class plaintiffs contend that PepsiCos proposal
undervalues the outstanding shares of PepsiAmericas common stock. This suit generally alleges
that PepsiCo is a controlling shareholder of PepsiAmericas and seeks declaratory relief on the
PepsiAmericas Certificate of Incorporation against the PepsiAmericas directors that the
certificate conflicts with Delaware law or, in the alternative, that it cannot apply to insulate
PepsiCos conduct related to its proposal from liability. The suit also brings claims of breach of
fiduciary duty against PepsiCo and PepsiAmericas director Matthew McKenna relating to the
proposal. In their prayer for relief, the plaintiffs generally seek a declaration that the
PepsiAmericas directors breached their fiduciary duties in addition to seeking monetary damages,
attorneys fees and costs, and other declaratory and injunctive relief. PepsiAmericas responsive
pleading is due August 14, 2009.
New York. PepsiAmericas is a named defendant in one New York lawsuit, Electrical
Workers Pension Fund, Local 103, I.B.E.W. v. PepsiAmericas, Inc. et al., No. 09-09264 (County of
Westchester, New York) (filed 4/29/09). This lawsuit brings claims for, among other things, breach
of fiduciary duty in connection with PepsiCos proposal. PepsiAmericas has sought to dismiss, or
in the alternative, stay this New York action pending resolution of the Delaware action. The Court
has yet to rule on this motion.
Minnesota. Three separate shareholder lawsuits were filed in Minnesota against
PepsiCo, PepsiAmericas and PepsiAmericas directors challenging PepsiCos proposal to acquire
PepsiAmericas. These lawsuits bring claims for, among other things, breach of fiduciary duty
against PepsiAmericas directors. On June 29, 2009, the court entered an order, pursuant to
stipulation of all parties, staying all three pending actions until the Delaware litigation is
resolved. See Alan R. Kahn v. Robert C. Pohlad, Herbert M. Baum, Richard G. Cline, Michael J.
Corliss, Pierre S. Du Pont, Archie R. Dykes, Jarobin Gilbert, Jr., James R. Kackley, Matthew M.
McKenna, Deborah E. Powell, PepsiAmericas, Inc. and PepsiCo, Inc., Case No. 27-CV-09-9023,
(Hennepin County District Court) (filed 4/20/09); Joseph Leone v. PepsiAmericas, Inc., Robert C.
Pohlad, Herbert M. Baum, Richard G. Cline, Michael J. Corliss, Pierre S. Du Pont, Archie B. Dykes,
Jarobin Gilbert, Jr., James R. Kackley, Matthew M. McKenna, Deborah E. Powell, and PepsiCo, Inc.,
Case No. 27-CV-09-9196, (Hennepin County District Court) (filed 4/21/09); Shirley Simon v.
PepsiAmericas, Inc., Robert C. Pohlad, Herbert M. Baum, Richard G. Cline, Michael J. Corliss,
Pierre S. Du Pont, Archie B. Dykes, Jarobin Gilbert, Jr., James R. Kackley, Matthew M. McKenna,
Deborah E. Powell, and PepsiCo, Inc., Case No. 27-CV-09-11054, (Hennepin County District Court)
(filed 5/5/09).
Although we deny any wrongdoing, it is not presently possible to accurately forecast the
outcome or the ultimate costs of these lawsuits. In the event of prolonged proceedings or a
determination adverse to either our company or our Board of Directors, we may incur substantial
monetary liability and expense, which could have a material adverse effect on our business and
financial results.
21
16. Segment Reporting
During the first half of 2009, we operated in one industry located in three geographic areas U.S.,
CEE and the Caribbean. On July 3, 2009, we formed a strategic joint venture with CABCORP
to combine our Caribbean operations, excluding the Bahamas, with CABCORPs Central American
operations, including Guatemala, Honduras, El Salvador and Nicaragua. The information presented
below reflects the geographic segments prior to this transaction. In the U.S., we operate in 19
states. In CEE, we operate in Ukraine, Poland, Romania, Hungary, the Czech Republic and Slovakia
and have distribution rights in Moldova, Estonia, Latvia and Lithuania.
Upon execution of the subscription and share exchange agreement, we deconsolidated our
Caribbean business. Our initial investment in the joint venture was recorded at its fair value of
$143.0 million in Other assets on the Condensed Consolidated Balance Sheet. Beginning in the
third quarter of 2009, earnings from the strategic joint venture with CABCORP will be recorded in
Equity in net earnings of nonconsolidated companies on the Condensed Consolidated Statements of
Income and operating results for the Bahamas will be included in our U.S. geographic segment.
Operating income is inclusive of special charges of $8.1 million and $0.1 million in the
second quarter of 2009 and 2008, respectively, and $8.3 million and $0.6 million in the first half
of 2009 and 2008, respectively (see Note 3 for further discussion).
The following tables present net sales and operating income (loss) of our geographic segments
for the second quarter and first half of 2009 and 2008 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
|
|
Net Sales |
|
|
Operating Income |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
$ |
963.1 |
|
|
$ |
917.2 |
|
|
$ |
141.3 |
|
|
$ |
114.3 |
|
CEE |
|
|
246.0 |
|
|
|
359.0 |
|
|
|
17.4 |
|
|
|
50.0 |
|
Caribbean |
|
|
52.8 |
|
|
|
64.6 |
|
|
|
0.1 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,261.9 |
|
|
$ |
1,340.8 |
|
|
$ |
158.8 |
|
|
$ |
165.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half |
|
|
|
Net Sales |
|
|
Operating Income (Loss) |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
$ |
1,789.7 |
|
|
$ |
1,698.0 |
|
|
$ |
207.7 |
|
|
$ |
172.5 |
|
CEE |
|
|
428.8 |
|
|
|
622.0 |
|
|
|
16.7 |
|
|
|
64.1 |
|
Caribbean |
|
|
100.9 |
|
|
|
119.5 |
|
|
|
(1.4 |
) |
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,319.4 |
|
|
$ |
2,439.5 |
|
|
$ |
223.0 |
|
|
$ |
235.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the first quarter of 2009, we determined that certain administrative costs that were
previously recorded in our U.S. geographic segment were more appropriately associated with our CEE
geographic segment. As a result, we have reclassified $1.7 million and $2.5 million of
administrative costs previously recorded in our U.S. geographic segment to our CEE geographic
segment for the second quarter of 2008 and the first half of 2008, respectively.
17. Related Party Transactions
Transactions with PepsiCo
PepsiCo is considered a related party due to the nature of our franchise relationship and
PepsiCos ownership interest in us. As of the end of the first half of 2009, PepsiCo beneficially
owned approximately 43 percent of PepsiAmericas outstanding common stock. These shares are
subject to the Shareholder Agreement with our company. As of the end of the first half of 2009,
net amounts due to PepsiCo were $3.6 million. As of the end of fiscal year 2008, net amounts due
from PepsiCo were $5.2 million. During the first half of 2009, approximately 81 percent of our
total net sales were derived from the sale of PepsiCo products. We have entered into transactions
and agreements with PepsiCo from time to time, and we expect to enter into additional transactions
and agreements with PepsiCo in the future. Significant agreements and transactions between our
company and PepsiCo are described below.
22
Pepsi franchise agreements are subject to termination only upon failure to comply with their
terms. Termination of these agreements can occur as a result of any of the following: our
bankruptcy or insolvency; change of control of greater than 15
percent of any class of our voting securities; untimely payments for concentrate purchases; quality
control failure; or failure to carry out the approved business plan communicated to PepsiCo.
Bottling Agreements and Purchases of Concentrate and Finished Product. We purchase
concentrates from PepsiCo and manufacture, package, sell and distribute cola and non-cola beverages
under various bottling agreements with PepsiCo. These agreements give us the right to manufacture,
package, sell and distribute beverage products of PepsiCo in both bottles and cans as well as
fountain syrup in specified territories. These agreements include a Master Bottling Agreement and
a Master Fountain Syrup Agreement for beverages bearing the Pepsi-Cola and Pepsi trademarks,
including Diet Pepsi in the United States. The agreements also include bottling and distribution
agreements for non-cola products in the United States, and international bottling agreements for
countries outside the United States. These agreements provide PepsiCo with the ability to set
prices of concentrates, as well as the terms of payment and other terms and conditions under which
we purchase such concentrates. In addition, we bottle water under the Aquafina trademark
pursuant to an agreement with PepsiCo that provides for payment of a royalty fee to PepsiCo. We
also purchase finished beverage products from PepsiCo and certain of its affiliates, including tea,
concentrate and finished beverage products from a Pepsi/Lipton partnership, as well as finished
beverage products from a PepsiCo/Starbucks partnership. The table below summarizes amounts paid to
PepsiCo for purchases of concentrate, finished beverage products, finished snack food products and
Aquafina royalty fees, which are included in cost of goods sold.
Bottler Incentives and Other Support Arrangements. We share a business objective with PepsiCo
of increasing availability and consumption of Pepsi-Cola beverages. Accordingly, PepsiCo provides
us with various forms of bottler incentives to promote its brands. The level of this support is
negotiated regularly and can be increased or decreased at the discretion of PepsiCo. To support
volume and market share growth, the bottler incentives cover a variety of initiatives, including
direct marketplace, shared media and advertising support. Worldwide bottler incentives from
PepsiCo totaled approximately $67.0 million and $61.0 million in the second quarter of 2009 and
2008, respectively. In the first half of 2009 and 2008, worldwide bottler incentive from PepsiCo
totaled approximately $116.3 million and $114.0 million. There are no conditions or requirements
that could result in the repayment of any support payments we received.
Bottler incentives that are directly attributable to incremental expenses incurred are
reported as either an increase to net sales or a reduction to SD&A expenses, commensurate with the
recognition of the related expense. Such bottler incentives include amounts received for direct
support of advertising commitments and exclusivity agreements with various customers. All other
bottler incentives are recognized as a reduction of cost of goods sold when the related products
are sold based on the agreements with vendors. Such bottler incentives primarily include base level
funding amounts which are fixed based on the previous years volume and variable amounts that are
reflective of the current years volume performance.
PepsiCo also provided indirect marketing support to our marketplace, which consisted primarily
of media expenses. This indirect support was not reflected or included in our Condensed
Consolidated Financial Statements, as these amounts were paid directly by PepsiCo.
Manufacturing and National Account Services. Pursuant to the Master Fountain Syrup Agreement,
we provide manufacturing services to PepsiCo in connection with the production of certain finished
beverage products, and also provide certain manufacturing, delivery and equipment maintenance
services to PepsiCos national account customers. Net amounts paid or payable by PepsiCo to us for
manufacturing and national account services are summarized in the table below.
Sandora Joint Venture. We are party to a joint venture agreement with PepsiCo pursuant to
which we hold the outstanding common stock of Sandora, LLC, the leading juice company in Ukraine.
We hold a 60 percent interest in the joint venture and PepsiCo holds the remaining 40 percent
interest.
Other Transactions. PepsiCo provides procurement services to us pursuant to a shared
services agreement. Under this agreement, PepsiCo acts as our agent and negotiates with various
suppliers the cost of certain raw materials by entering into raw material contracts on our behalf.
The raw material contracts obligate us to purchase certain minimum volumes. PepsiCo also collects
and remits to us certain rebates from the various suppliers related to our procurement volume. In
addition, PepsiCo executes certain derivative contracts on our behalf and in accordance with our
hedging strategies. Payments to PepsiCo for procurement services are reflected in the table below.
23
In summary, the Condensed Consolidated Statements of Income include the following income and
(expense) transactions with PepsiCo (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
|
First Half |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bottler incentives |
|
$ |
11.7 |
|
|
$ |
8.1 |
|
|
$ |
18.5 |
|
|
$ |
16.6 |
|
Manufacturing and national account services |
|
|
2.7 |
|
|
|
4.0 |
|
|
|
5.3 |
|
|
|
8.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14.4 |
|
|
$ |
12.1 |
|
|
$ |
23.8 |
|
|
$ |
25.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bottler incentives |
|
$ |
49.2 |
|
|
$ |
47.1 |
|
|
$ |
88.2 |
|
|
$ |
85.3 |
|
Purchase of concentrate |
|
|
(255.5 |
) |
|
|
(253.2 |
) |
|
|
(502.6 |
) |
|
|
(453.2 |
) |
Purchases of finished beverage products |
|
|
(68.3 |
) |
|
|
(72.5 |
) |
|
|
(115.1 |
) |
|
|
(129.9 |
) |
Purchases of finished snack food products |
|
|
(6.4 |
) |
|
|
(7.2 |
) |
|
|
(11.5 |
) |
|
|
(13.3 |
) |
Aquafina royalty fee |
|
|
(11.4 |
) |
|
|
(14.1 |
) |
|
|
(21.9 |
) |
|
|
(25.7 |
) |
Procurement services |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(2.0 |
) |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(293.4 |
) |
|
$ |
(300.9 |
) |
|
$ |
(564.9 |
) |
|
$ |
(538.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SD&A expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bottler incentives |
|
$ |
6.1 |
|
|
$ |
5.8 |
|
|
$ |
9.6 |
|
|
$ |
12.1 |
|
Purchases of advertising materials |
|
|
(0.4 |
) |
|
|
(0.9 |
) |
|
|
(0.9 |
) |
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5.7 |
|
|
$ |
4.9 |
|
|
$ |
8.7 |
|
|
$ |
10.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with Bottlers in Which PepsiCo Holds an Equity Interest. We sell finished
beverage products to other bottlers, including The Pepsi Bottling Group, Inc. and Pepsi Bottling
Ventures LLC, bottlers in which PepsiCo owns an equity interest. These sales occur in instances
where the proximity of our production facilities to the other bottlers markets or lack of
manufacturing capability, as well as other economic considerations, make it more efficient or
desirable for the other bottlers to buy finished product from us. Our sales to other bottlers,
including those in which PepsiCo owns an equity interest, were approximately $63.4 million and
$58.7 million in the second quarter of 2009 and 2008, respectively, and $117.3 million and $106.0
million in the first half of 2009 and 2008, respectively. Our purchases from such other bottlers
were $0.1 million in the second quarter of 2008 and $0.1 million and $0.3 million in the first half
of 2009 and 2008, respectively. Our purchases from such other bottlers were immaterial in the
second quarter of 2009.
Agreements and Relationships with Dakota Holdings, LLC, Starquest Securities, LLC and Mr.
Pohlad
Under the terms of the PepsiAmericas merger agreement, Dakota Holdings, LLC (Dakota), a
Delaware limited liability company whose members at the time of the PepsiAmericas merger included
PepsiCo and Pohlad Companies, became the owner of 14,562,970 shares of our common stock, including
377,128 shares purchasable pursuant to the exercise of a warrant. In November 2002, the members of
Dakota entered into a redemption agreement pursuant to which the PepsiCo membership interests were
redeemed in exchange for certain assets of Dakota. As a result, Dakota became the owner of
12,027,557 shares of our common stock, including 311,470 shares purchasable pursuant to the
exercise of a warrant. In June 2003, Dakota converted from a Delaware limited liability company to
a Minnesota limited liability company pursuant to an agreement and plan of merger. In January 2006,
Starquest Securities, LLC (Starquest), a Minnesota limited liability company, obtained the shares
of our common stock previously owned by Dakota, including the shares of common stock purchasable
upon exercise of the above-referenced warrant, pursuant to a contribution agreement. Such warrant
expired unexercised in January 2006, resulting in Starquest holding 11,716,087 shares of our common
stock. In February 2008, Starquest acquired an additional 400,000 shares of our common stock
pursuant to open market purchases, bringing its holdings to 12,116,087 shares of common stock, or
9.7 percent, as of July 31, 2009. The shares held by Starquest are subject to the Shareholder
Agreement with our company.
Mr. Pohlad, our Chairman and Chief Executive Officer, is the President and the owner of
one-third of the capital stock of Pohlad Companies. Pohlad Companies is the controlling member of
Dakota. Dakota is the controlling member of Starquest. Pohlad Companies may be deemed to have
beneficial ownership of the securities beneficially owned by Dakota and Starquest and Mr. Pohlad
may be deemed to have beneficial ownership of the securities beneficially owned by Starquest,
Dakota and Pohlad Companies.
24
Transactions with Pohlad Companies
We own a one-eighth interest in a Challenger aircraft which we own with Pohlad Companies.
SD&A expenses we paid to International Jet, a subsidiary of Pohlad Companies, for office and hangar
rent, management fees and maintenance in connection with the storage and operation of this
corporate jet were approximately $37,000 and $15,000 in the second quarter of 2009 and 2008,
respectively. Jet related fees were approximately $53,000 and $45,000 in the first half of 2009
and 2008, respectively.
18. Subsequent Event
On August 4, 2009, PepsiAmericas entered into an Agreement and Plan of Merger dated as of
August 3, 2009 (the Merger Agreement) with PepsiCo and Pepsi-Cola Metropolitan Bottling Company,
Inc., a New Jersey corporation and wholly owned subsidiary of PepsiCo (Metro). The Merger
Agreement provides that, upon the terms and subject to the conditions set forth in the Merger
Agreement, PepsiAmericas will be merged with and into Metro (the Merger), with Metro continuing
as the surviving corporation (the Surviving Corporation) and a wholly owned subsidiary of
PepsiCo. As of the effective time of the Merger, each outstanding share of common stock of
PepsiAmericas (each, a Company Share) that is not owned by Metro or PepsiCo or held by
PepsiAmericas as treasury stock will be cancelled and converted into the right to receive, at the
holders election, either 0.5022 shares of common stock of PepsiCo or $28.50 in cash, without
interest, subject to proration provisions which provide that an aggregate 50% of the outstanding
Company Shares will be converted into the right to receive common stock of PepsiCo and an aggregate
50% of the outstanding Company Shares will be converted into the right to receive cash.
Consummation of the Merger is subject to various conditions, including the adoption of the
Merger Agreement by PepsiAmericas shareholders, the absence of legal prohibitions and the receipt
of requisite regulatory approvals. In addition, PepsiCos obligation to consummate the Merger is
subject to the satisfaction of certain conditions to the consummation of the merger of The Pepsi
Bottling Group, Inc. with and into Metro, with Metro continuing as the surviving corporation and a
wholly owned subsidiary of PepsiCo, to the extent they relate to competition laws. Consummation of
the Merger is not subject to a financing condition.
The Merger Agreement contains certain termination rights for both PepsiCo, on the one hand,
and PepsiAmericas, on the other hand. The Merger Agreement provides that, upon termination under
specified circumstances, PepsiAmericas would be required to pay PepsiCo a termination fee of $71.6
million.
Prior to its execution, the Merger Agreement was approved by the Board of Directors of
PepsiAmericas, which based its determination to approve the Merger Agreement on the recommendation
of its Transactions Committee. Based on the approval of the Merger by a majority of our
independent directors as defined under the Second Amended and Restated Shareholder Agreement
between the Company and PepsiCo dated September 6, 2005 (the Shareholder Agreement), the Merger
will constitute a permitted acquisition as defined under the Shareholder Agreement and therefore
will not trigger the Rights Agreement, dated as of May 20, 1999, as amended, by and between the
Company and Wells Fargo Bank N.A, as successor rights agent.
Further information regarding this transaction can be found in our Current Report on Form 8-K
filed with the SEC on August 4, 2009 and our Current Report on Form 8-K/A filed with the SEC on
August 5, 2009.
25
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements of expected
future developments, as defined in the Private Securities Litigation Reform Act of 1995. The
forward-looking statements in this Form 10-Q refer to the expectations regarding continuing
operating improvement and other matters. These forward-looking statements reflect our expectations
and are based on currently available data; however, actual results are subject to future risks and
uncertainties, which could materially affect actual performance. Risks and uncertainties that
could affect such performance include, but are not limited to, the following: the outcome of, or
developments concerning, our merger agreement with PepsiCo, Inc.s (PepsiCo); competition,
including product and pricing pressures; changing trends in consumer tastes; changes in our
relationship and/or support programs with PepsiCo and other brand owners; market acceptance of new
product and package offerings; weather conditions; cost and availability of raw materials; changing
legislation, including tax laws; cost and outcome of environmental claims; availability and cost of
capital, including changes in our debt ratings; labor and employee benefit costs; unfavorable
foreign currency rate fluctuations; cost and outcome of legal proceedings; integration of
acquisitions; failure of information technology systems; and general economic, business, regulatory
and political conditions in the countries and territories where we operate. See Risk Factors in
Part II Item 1A of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for fiscal
year 2008 for additional information.
These events and uncertainties are difficult or impossible to predict accurately and many are
beyond our control. We assume no obligation to publicly release the result of any revisions that
may be made to any forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated events.
CRITICAL ACCOUNTING POLICIES
The preparation of the Condensed Consolidated Financial Statements in conformity with
accounting principles generally accepted in the United States of America requires management to use
estimates. These estimates are made using managements best judgment and the information available
at the time these estimates are made. For a better understanding of our significant accounting
policies used in preparation of the Condensed Consolidated Financial Statements, please refer to
our Annual Report on Form 10-K for fiscal year 2008. We focus your attention on the following
critical accounting policies:
Recoverability of Goodwill and Intangible Assets with Indefinite Lives. Goodwill and
intangible assets with indefinite useful lives are not amortized, but instead tested annually for
impairment or more frequently if events or changes in circumstances indicate that an asset might be
impaired.
Goodwill is tested for impairment using a two-step approach at the reporting unit level: U.S.
and CEE. First, we estimate the fair value of the reporting units primarily using discounted
estimated future cash flows. If the carrying amount exceeds the fair value of the reporting unit,
the second step of the goodwill impairment test is performed to measure the amount of the potential
loss. Goodwill impairment is measured by comparing the implied fair value of goodwill with its
carrying amount.
Our identified intangible assets with indefinite lives principally arise from the allocation
of the purchase price of businesses acquired and consist primarily of trademarks and tradenames and
franchise and distribution agreements. Impairment is measured as the amount by which the carrying
amount of the intangible asset exceeds its estimated fair value. The estimated fair value is
generally determined on the basis of discounted future cash flows.
The impairment evaluation requires the use of considerable management judgment to determine
the fair value of goodwill and intangible assets with indefinite lives using discounted future cash
flows, including estimates and assumptions regarding the amount and timing of cash flows, cost of
capital and growth rates.
As noted in our Annual Report on Form 10-K for fiscal year 2008, we performed our annual
impairment tests during the fourth quarter of 2008, whereby we determined that the fair value of
our Sandora trademark and tradenames exceeded their carrying value. This assessment was made using
managements judgment regarding expected future results associated with our current plans,
including assumptions regarding volume, average net pricing and inflation. Changing market
conditions may cause our anticipated plans to change. We will continue to closely assess our
performance relative to our plans and monitor these assets for potential impairment, which may be
brought about by significant changes in market conditions.
26
Environmental Liabilities. We continue to be subject to certain indemnification obligations
under agreements related to previously sold subsidiaries, including potential environmental
liabilities (see Note 15 to the Condensed Consolidated Financial Statements). We have recorded our
best estimate of our probable liability under those indemnification obligations. The estimated
indemnification liabilities include expenses for the remediation of identified sites, payments to
third parties for claims and expenses (including product liability and toxic tort claims),
administrative expenses, and the expense of on-going evaluations and litigation. Such estimates
and the recorded liabilities are subject to various factors, including possible insurance
recoveries, the allocation of liability among other potentially responsible parties, the
advancement of technology for means of remediation, possible changes in the scope of work at the
contaminated sites, as well as possible changes in related laws, regulations, and agency
requirements. We do not discount environmental liabilities.
Income Taxes. Our effective income tax rate is based on income, statutory tax rates and tax
planning opportunities available to us in the various jurisdictions in which we operate. We have
established valuation allowances against a portion of the foreign net operating losses and
state-related net operating losses to reflect the uncertainty of our ability to fully utilize these
benefits given the limited carryforward periods permitted by the various jurisdictions. The
evaluation of the realizability of our net operating losses requires the use of considerable
management judgment to estimate the future taxable income for the various jurisdictions, for which
the ultimate amounts and timing of such realization may differ. The valuation allowance can also be
impacted by changes in tax regulations.
Significant judgment is required in determining our uncertain tax positions. We have
established accruals for uncertain tax positions using managements best judgment and adjust these
liabilities as warranted by changing facts and circumstances. A change in our uncertain tax
positions in any given period could have a significant impact on our results of operations and cash
flows for that period.
The effective income tax rate, which is income tax expense expressed as a percentage of income
from continuing operations before income taxes and equity in net loss of nonconsolidated companies,
was 38.0 percent in the first half of 2009 compared to 31.4 percent in the first half of 2008. The
higher tax rate was due primarily to the impact of the deconsolidation of our Caribbean business
and a change in the geographic mix of earnings and the associated varying statutory tax rates.
Casualty Insurance Costs. Due to the nature of our business, we require insurance coverage
for certain casualty risks. We are self-insured for workers compensation, product and general
liability up to $1 million per occurrence and automobile liability up to $2 million per occurrence.
The casualty insurance costs for our self-insurance program represent the ultimate net cost of all
reported and estimated unreported losses incurred during the period. We do not discount casualty
insurance liabilities.
Our liability for casualty costs is estimated using individual case-based valuations and
statistical analyses and is based upon historical experience, actuarial assumptions and
professional judgment. These estimates are subject to the effects of trends in loss severity and
frequency and are based on the best data available to us. These estimates, however, are also
subject to a significant degree of inherent variability. We evaluate these estimates on a quarterly
basis and we believe that they are appropriate and within acceptable industry ranges, although an
increase or decrease in the estimates or economic events outside our control could have a material
impact on our results of operations and cash flows. Accordingly, the ultimate settlement of these
costs may vary significantly from the estimates included in our Condensed Consolidated Financial
Statements.
Pension and Postretirement Benefits. Our pension and other postretirement benefit obligations
and related costs are calculated using actuarial assumptions. Two critical assumptions, the
discount rate and the expected return on plan assets, are important elements of plan expense and
liability measurement. We evaluate these critical assumptions annually. Other assumptions involve
demographic factors such as retirement, mortality, turnover, health care cost trends and rate of
compensation increases.
The discount rate is used to calculate the present value of expected future pension and
postretirement cash flows as of the measurement date. We use high-quality, long-term bond rates as
a guideline for establishing this rate. A lower discount rate increases the present value of
benefit obligations and increases pension expense. The expected long-term rate of return on plan
assets is based on current and expected asset allocations, as well as historical and expected
returns on various categories of plan assets. A lower-than-expected rate of return on pension plan
assets will increase pension expense.
27
RESULTS OF OPERATIONS
BUSINESS OVERVIEW
We manufacture, distribute, and market a broad portfolio of beverage products primarily in the
U.S. and Central and Eastern Europe (CEE). We sell a variety of brands that we bottle under
franchise agreements with various brand owners, the majority with PepsiCo or PepsiCo joint
ventures. In some territories, we manufacture, package, sell and distribute our own brands, such
as Sandora, Sadochok and Toma. We also distribute snack foods in certain markets. We serve a
significant portion of 19 states throughout the central region of the U.S. In CEE, we serve
Ukraine, Poland, Romania, Hungary, the Czech Republic, and Slovakia, with distribution rights in
Moldova, Estonia, Latvia and Lithuania. In addition, we have an equity investment in Agrima, which
produces, sells and distributes PepsiCo products and other beverages in Bulgaria. Managements
Discussion and Analysis of Financial Condition and Results of Operations should be read in
conjunction with the unaudited Condensed Consolidated Financial Statements and accompanying Notes
in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for fiscal year 2008.
In the first half of 2009, we manufactured and distributed beverage products in the Caribbean,
including Puerto Rico, Jamaica and Trinidad and Tobago, with distribution rights in the Bahamas and
Barbados. On July 3, 2009, we formed a strategic joint venture with The Central America Beverage
Corporation (CABCORP) to combine our Caribbean operations, excluding the Bahamas, with CABCORPs
Central American operations, including Guatemala, Honduras, El Salvador and Nicaragua.
In the discussion of our results of operations below, the number of bottle and can cases sold
is referred to as volume. Net pricing is net sales divided by the number of cases and gallons sold
for our core businesses, which include bottles and cans (including bottle and can volume from
vending equipment sales), foodservice and export sales. Changes in net pricing include the impact
of sales price (or rate) changes, as well as the impact of foreign currency and brand, package and
geographic mix. Net pricing and reported volume amounts exclude contract, commissary, and vending
(other than bottles and cans) transactions. Contract sales represent sales of manufactured product
to other franchise bottlers and typically decline as excess manufacturing capacity is utilized.
Net pricing and volume also exclude activity associated with snack food products. Cost of goods
sold per unit is the cost of goods sold for our core businesses, excluding the impact of unrealized
gains on derivatives not designated as hedging instruments, divided by the related number of cases
and gallons sold. Changes in cost of goods sold per unit include the impact of cost changes, as
well as the impact of foreign currency and brand, package and geographic mix.
Financial Results
Net income attributable to PepsiAmericas, Inc. in the second quarter of 2009 was $61.4
million, or $0.50 per diluted common share, compared to $90.8 million, or $0.72 per diluted common
share, in the second quarter of 2008. Net income in the first half of 2009 was $83.1 million, or
$0.67 per diluted common share, compare to net income of $115.5 million or $0.90 per diluted common
share, in the first half of 2008. The decrease in diluted earnings per share in the second quarter
and first half of 2009 resulted primarily from the $0.19 per diluted common share loss recognized
from the deconsolidation of our Caribbean business, partly offset by higher net sales in the U.S.
and disciplined cost management across all markets. The impact of foreign currency movements
reduced earnings per diluted common share by $0.28 in the second quarter of 2009 and $0.40 in the
first half of 2009.
In the second quarter and first half of 2009, worldwide volume declined 5.0 percent and 5.1
percent, respectively. Net pricing on a worldwide basis decreased 1.4 percent and 0.6 percent for
the second quarter and first half of 2009, respectively, and cost of goods sold per unit decreased
1.4 percent and 1.5 percent for the second quarter and first half of 2009, respectively. Both
measures were significantly impacted by foreign currency exchange rates.
Seasonality
Our business is seasonal with the second and third quarters generating higher sales volumes
than the first and fourth quarters. Accordingly, the operating results of any individual quarter
may not be indicative of a full years operating results.
28
Items Impacting Comparability
Special Charges
In the second quarter and first half of 2009, we recorded special charges of $8.1 million and
$8.3 million, respectively. In the second quarter and first half of 2009, we recorded $6.9 million
of special charges in CEE related to the restructuring of our Hungary operations, primarily for
severance and fixed asset impairments. We anticipate recording $2.7 million of additional special
charges related to our Hungary operations during the remainder of the year. In the second quarter
and first half of 2009, we recorded $1.3 million and $1.5 million, respectively, of special charges
in the Caribbean related to restructuring and severance costs.
In the second quarter and first half of 2008, we recorded special charges of $0.1 million and
$0.6 million, respectively, in the U.S. related to our strategic realignment of the U.S. sales
organization.
Loss from Deconsolidation of Business
On July 3, 2009, we formed a strategic joint venture with CABCORP to combine PepsiAmericas
Caribbean operations, excluding the Bahamas, with CABCORPs Central American operations. Upon
execution of the joint venture agreement, we deconsolidated our Caribbean business resulting in a
non-cash loss of $25.8 million. This loss included the recognition of deferred losses associated
with cumulative translation adjustments of $19.2 million and unrecognized pension losses of $6.5
million, which were previously included in accumulated other comprehensive loss.
Beginning in the third quarter of 2009, earnings from the strategic joint venture with CABCORP
will be recorded in Equity in net earnings of nonconsolidated companies on the Condensed
Consolidated Statements of Income and operating results for the Bahamas will be included in our
U.S. geographic segment. Due to the timing of the receipt of available financial information, we
will record equity in net earnings from the joint venture on a one-month lag basis.
Unrealized Gains on Derivatives
Unrealized gains on derivatives consist of the change in market value of derivative
instruments that were not designated as hedging instruments. These derivative instruments are used
to manage the risks associated with the variability in the market price for forecasted purchases of
certain commodities. As a result of the subsequent change in the price of certain commodities, we
recognized this mark-to-market impact during the first half of the year which will reverse out over
the balance of the year as the forecasted purchases occur.
In the second quarter of 2009, we recorded $7.5 million of unrealized gains on derivatives in
the U.S. related to commodity contracts; $5.0 million was recorded in cost of goods sold and $2.5
million was recorded in selling, delivery and administrative (SD&A) expenses. In the first half
of 2009, we recorded $1.9 million of unrealized gains on derivatives in the U.S. related to
commodity contracts; $1.0 million was recorded in cost of goods sold and $0.9 million was recorded
in SD&A expenses. In the first half of 2008, we recorded $0.1 million of unrealized gains in cost
of goods sold in the U.S. related to commodity contracts.
Acquisition Proposal Fees
On April 19, 2009, we received a non-binding proposal from PepsiCo to acquire all of the
outstanding shares of PepsiAmericas common stock that were not already owned by PepsiCo for $23.27
per share consisting of $11.64 in cash and 0.223 shares of PepsiCo common stock. Our Board of
Directors formed a Transactions Committee to evaluate the proposal and on May 7, 2009, we announced
that we had informed PepsiCo that our Board of Directors, based on the recommendation of the
Transactions Committee, unanimously determined that PepsiCos April 19 proposal was not acceptable
and was not in the best interest of our shareholders. On August 4, 2009, we announced that we
entered into a merger agreement with PepsiCo (see Subsequent Event for additional information).
During the second quarter of 2009, we recorded $2.2 million of advisory fees and other related
costs associated with the PepsiCo proposal. These fees and other related costs were recorded in
SD&A expenses in the U.S. geographic segment. We expect to incur additional advisory fees and
other related costs associated with the transaction contemplated by the merger agreement, but we
are unable to estimate the amount of advisory fees and other related costs at this time.
29
Marketable Securities Impairment
In the second quarter and first half of 2009, we recorded an other-than-temporary loss of $2.1
million to write off our remaining investment in an equity security, Northfield Laboratories, Inc.,
that was classified as available-for-sale. The loss was recorded in other (expense) income, net.
Non-operating Assets Impairment
In the second quarter of 2009, we recorded a $4.9 million write down of non-operating assets
in the U.S. The loss was recorded in SD&A expenses in the U.S. geographic segment.
RESULTS OF OPERATIONS
2009 SECOND QUARTER COMPARED WITH 2008 SECOND QUARTER
The following is a discussion of our results of operations for the second quarter of 2009
compared to the second quarter of 2008.
Volume
Sales volume growth (decline) for the second quarter of 2009 and 2008 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
U.S. |
|
|
0.2 |
% |
|
|
(5.4 |
%) |
CEE |
|
|
(13.0 |
%) |
|
|
51.7 |
% |
Caribbean |
|
|
(17.6 |
%) |
|
|
1.3 |
% |
Worldwide |
|
|
(5.0 |
%) |
|
|
8.4 |
% |
In the second quarter of 2009, worldwide volume declined 5.0 percent as the difficult economic
environment and adverse weather conditions in CEE negatively impacted our business. Worldwide
volume benefited from the calendar shift of holidays.
Volume in the U.S. increased 0.2 percent in the second quarter of 2009 compared to the second
quarter of 2008 and benefited approximately 4.5 percentage points from the quarterly shift of the
Easter and Fourth of July holidays. Carbonated soft drink volume increased 3 percent compared to
the prior year period, led by increases in trademark Pepsi, trademark Mountain Dew and the addition
of Crush. Non-carbonated soft drinks decreased approximately 12 percent, which reflected the
continued decline in the low margin Aquafina take-home package and trademark Lipton. Single serve
volume continued to grow in the retail channel while softness in the foodservice channels,
particularly third-party operators, drove overall single serve declines in the quarter.
Volume in CEE declined 13.0 percent in the second quarter of 2009 compared to the second
quarter of 2008, reflecting continued category softness and adverse weather conditions. Economic
factors, including tight credit markets, negatively impacted our third-party distributor business
in Romania, as distributors decreased inventory levels, and declines in the export business in the
Ukraine also contributed to volume softness. These challenges were partially offset by favorable
volume trends in Poland during the second quarter of 2009.
Volume in the Caribbean declined 17.6 percent in the second quarter of 2009 compared to the
same period last year, which was driven mainly by a weaker economy in Puerto Rico.
30
Net Sales
Net sales and net pricing statistics for the second quarter of 2009 and 2008 were as follows
(dollar amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
963.1 |
|
|
$ |
917.2 |
|
|
|
5.0 |
% |
CEE |
|
|
246.0 |
|
|
|
359.0 |
|
|
|
(31.5 |
%) |
Caribbean |
|
|
52.8 |
|
|
|
64.6 |
|
|
|
(18.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
|
$ |
1,261.9 |
|
|
$ |
1,340.8 |
|
|
|
(5.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
Net Sales Change |
|
U.S. |
|
CEE |
|
Caribbean |
|
Worldwide |
Volume impact* |
|
|
0.2 |
% |
|
|
(12.0 |
%) |
|
|
(15.5 |
%) |
|
|
(4.3 |
%) |
Net price per case,
excluding impact of
foreign
currency |
|
4.8 |
% |
|
|
9.6 |
% |
|
|
8.2 |
% |
|
|
6.7 |
% |
Impact of foreign currency |
|
|
|
|
|
|
(26.9 |
%) |
|
|
(9.4 |
%) |
|
|
(7.7 |
%) |
Non-core |
|
|
|
|
|
|
(2.2 |
%) |
|
|
(1.6 |
%) |
|
|
(0.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net sales |
|
|
5.0 |
% |
|
|
(31.5 |
%) |
|
|
(18.3 |
%) |
|
|
(5.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The amounts in this table represent the dollar impact on net sales due to changes in volume and are not
intended to equal the absolute change in volume. |
|
|
|
|
|
|
|
|
|
Net Pricing Growth (Decline)** |
|
2009 |
|
2008 |
U.S. |
|
|
4.8 |
% |
|
|
4.2 |
% |
CEE |
|
|
(21.3 |
%) |
|
|
18.6 |
% |
Caribbean |
|
|
(3.0 |
%) |
|
|
3.7 |
% |
Worldwide |
|
|
(1.4 |
%) |
|
|
4.7 |
% |
|
|
|
** |
|
Includes the impact from foreign currency on core
net sales. |
Net sales decreased $78.9 million, or 5.9 percent, to $1,261.9 million in the second quarter
of 2009 compared to $1,340.8 million in the second quarter of 2008. The decrease was driven by the
unfavorable impact of foreign currency, which was responsible for 7.7 percentage points of decline,
and lower volume. This decrease was partially offset by strong pricing in all geographies.
Net sales in the U.S. for the second quarter of 2009 increased $45.9 million, or 5.0 percent,
to $963.1 million from $917.2 million in the prior year second quarter. The increase in net sales
was mainly due to 4.8 percent growth in net pricing, driven mainly by rate increases to cover
higher raw material costs. The holiday shift and the associated promotional pricing activity
resulted in a 1.7 percent decrease in net pricing.
Net sales in CEE for the second quarter of 2009 decreased $113.0 million, or 31.5 percent, to
$246.0 million from $359.0 million in the second quarter of 2008. Foreign currency contributed
26.9 percentage points of the decrease, with the remaining decrease primarily attributed to lower
volume. The decrease in net sales was offset partly by an increase in net pricing of 9.6 percent on
a currency-neutral basis, driven by increases in rate to cover higher raw material costs and, in
part, transactional currency headwinds.
Net sales in the Caribbean decreased $11.8 million, or 18.3 percent, in the second quarter of
2009 to $52.8 million from $64.6 million in the prior year second quarter. The decrease in net
sales mainly reflected a decline in
volume and the unfavorable impact of foreign currency, partly offset by 8.2 percent growth in net
pricing on a currency-neutral basis.
31
Cost of Goods Sold
Cost of goods sold and cost of goods sold per unit statistics for the second quarter of 2009
and 2008 were as follows (dollar amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Goods Sold |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
551.4 |
|
|
$ |
533.3 |
|
|
|
3.4 |
% |
CEE |
|
|
152.3 |
|
|
|
212.4 |
|
|
|
(28.3 |
%) |
Caribbean |
|
|
38.7 |
|
|
|
48.3 |
|
|
|
(19.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
|
$ |
742.4 |
|
|
$ |
794.0 |
|
|
|
(6.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
Cost of Goods Sold Change |
|
U.S. |
|
CEE |
|
Caribbean |
|
Worldwide |
Volume impact* |
|
0.2 |
% |
|
|
(11.8 |
%) |
|
|
(15.5 |
%) |
|
|
(4.2 |
%) |
Cost per case, excluding impact of foreign
currency |
|
4.1 |
% |
|
|
1.4 |
% |
|
|
8.3 |
% |
|
|
4.0 |
% |
Impact of foreign currency |
|
|
|
|
|
(16.8 |
%) |
|
|
(9.9 |
%) |
|
|
(5.1 |
%) |
Unrealized gains on derivatives |
|
(0.9 |
%) |
|
|
|
|
|
|
|
|
|
|
(0.6 |
%) |
Non-core |
|
|
|
|
|
(1.1 |
%) |
|
|
(2.8 |
%) |
|
|
(0.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cost of goods sold |
|
3.4 |
% |
|
|
(28.3 |
%) |
|
|
(19.9 |
%) |
|
|
(6.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The amounts in this table represent the dollar impact on cost of goods sold due to changes in volume
and are not intended to equal the absolute change in volume. |
|
|
|
|
|
|
|
|
|
Cost of Goods Sold per Unit Increase (Decrease)** |
|
2009 |
|
2008 |
U.S. |
|
|
4.1 |
% |
|
|
3.5 |
% |
CEE |
|
|
(17.4 |
%) |
|
|
28.8 |
% |
Caribbean |
|
|
(3.5 |
%) |
|
|
3.8 |
% |
Worldwide |
|
|
(1.4 |
%) |
|
|
5.8 |
% |
|
|
|
** |
|
Includes the impact from foreign currency on core cost of goods sold. |
Cost of goods sold decreased $51.6 million, or 6.5 percent, to $742.4 million in the second
quarter of 2009 from $794.0 million in the prior year second quarter. The decrease was primarily
driven by the decline in volume and the favorable impact of foreign currency, which contributed 5.1
percentage points to the decrease, offset in part by higher raw material costs. Cost of goods sold
per unit decreased 1.4 percent in the second quarter of 2009 compared to the same period in 2008.
In the U.S., cost of goods sold increased $18.1 million, or 3.4 percent, to $551.4 million in
the second quarter of 2009 from $533.3 million in the prior year second quarter. The increase was
driven by a cost of goods sold per unit increase of 4.1 percent, due primarily to higher raw
material costs, offset in part by unrealized gains on derivatives that decreased cost of goods sold
by 0.9 percentage points.
In CEE, cost of goods sold decreased $60.1 million, or 28.3 percent, to $152.3 million in the
second quarter of 2009 compared to $212.4 million in the prior year second quarter. Foreign
currency contributed 16.8 percentage points to the decrease in cost of goods sold, with the
remaining decrease primarily attributed to a decline in volume. Cost of goods sold per unit
increased 1.4 percent on a currency-neutral basis in the second quarter of 2009 compared to second
quarter of 2008, due to higher raw material costs.
In the Caribbean, cost of goods sold decreased $9.6 million, or 19.9 percent, to $38.7 million
in the second quarter of 2009 compared to $48.3 million in the second quarter of 2008. The
decrease was mainly driven by a decline in volume, offset by a cost of goods sold per unit increase
of 8.3 percent on a currency-neutral basis which was attributable to increases in raw material
costs.
32
Selling, Delivery and Administrative Expenses
SD&A expenses and SD&A expense statistics for the second quarter of 2009 and 2008 were as
follows (dollar amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
SD&A Expenses |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
270.5 |
|
|
$ |
269.5 |
|
|
|
0.4 |
% |
CEE |
|
|
69.4 |
|
|
|
96.6 |
|
|
|
(28.2 |
%) |
Caribbean |
|
|
12.7 |
|
|
|
15.1 |
|
|
|
(15.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
|
$ |
352.6 |
|
|
$ |
381.2 |
|
|
|
(7.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
SD&A Expense Change |
|
U.S. |
|
CEE |
|
Caribbean |
|
Worldwide |
Cost impact, excluding items listed below |
|
1.3 |
% |
|
|
(10.2 |
%) |
|
|
(6.6 |
%) |
|
|
(1.9 |
%) |
Impact of foreign currency |
|
|
|
|
|
(18.0 |
%) |
|
|
(9.3 |
%) |
|
|
(4.9 |
%) |
|
Unrealized gains on derivatives |
|
(0.9 |
%) |
|
|
|
|
|
|
|
|
|
|
(0.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in SD&A expense |
|
0.4 |
% |
|
|
(28.2 |
%) |
|
|
(15.9 |
%) |
|
|
(7.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SD&A Expenses as a Percent of Net Sales |
|
2009 |
|
2008 |
U.S. |
|
|
28.1 |
% |
|
|
29.4 |
% |
CEE |
|
|
28.2 |
% |
|
|
26.9 |
% |
Caribbean |
|
|
24.1 |
% |
|
|
23.4 |
% |
Worldwide |
|
|
27.9 |
% |
|
|
28.4 |
% |
In the second quarter of 2009, SD&A expenses decreased $28.6 million, or 7.5 percent, to
$352.6 million from $381.2 million in the comparable period of the previous year. Foreign currency
reduced SD&A expenses by 4.9 percentage points in the second quarter of 2009. As a percentage of
net sales, SD&A expenses decreased to 27.9 percent compared to 28.4 percent in the second quarter
of 2008.
In the U.S., SD&A expenses increased $1.0 million, or 0.4 percent, to $270.5 million in the
second quarter of 2009 compared to $269.5 million in the prior year second quarter. SD&A expenses
increased in the second quarter of 2009 due to $2.2 million of fees associated with PepsiCos
proposal and a $4.9 million impairment charge for non-operating assets, offset partly by lower fuel
costs, the timing of productivity initiatives and certain costs and $2.5 million in mark-to-market
gains on derivatives.
In CEE, SD&A expenses decreased $27.2 million, or 28.2 percent, to $69.4 million in the second
quarter of 2009 compared to $96.6 million in the prior year second quarter. Foreign currency
contributed 18.0 percentage points to the decrease. As a percentage of net sales, SD&A expenses
increased to 28.2 percent compared to 26.9 percent in the second quarter of 2008.
In the Caribbean, SD&A expenses decreased $2.4 million, or 15.9 percent, to $12.7 million in
the second quarter of 2009 from $15.1 million in the prior year second quarter. SD&A expenses
decreased in the second quarter of 2009 due to lower costs that resulted from the restructuring
initiative in fiscal year 2008, as well as lower volume.
33
Operating Income
Operating income for the second quarter of 2009 and 2008 was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
141.3 |
|
|
$ |
114.3 |
|
|
|
23.6 |
% |
CEE |
|
|
17.4 |
|
|
|
50.0 |
|
|
|
(65.2 |
%) |
Caribbean |
|
|
0.1 |
|
|
|
1.2 |
|
|
|
(91.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
|
$ |
158.8 |
|
|
$ |
165.5 |
|
|
|
(4.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
Operating Income Change |
|
U.S. |
|
CEE |
|
Caribbean |
|
Worldwide |
Operating results, excluding items listed below |
|
17.0 |
% |
|
|
22.2 |
% |
|
|
(108.4 |
%) |
|
|
17.8 |
% |
Impact of foreign currency |
|
|
|
|
|
(87.4 |
%) |
|
|
16.7 |
% |
|
|
(26.3 |
%) |
Unrealized gains on derivatives |
|
6.6 |
% |
|
|
|
|
|
|
|
|
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in operating income |
|
23.6 |
% |
|
|
(65.2 |
%) |
|
|
(91.7 |
%) |
|
|
(4.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income decreased $6.7 million, or 4.0 percent, to $158.8 million in the second
quarter of 2009, compared to $165.5 million in the second quarter of 2008 reflecting the negative
impact from foreign currency.
Operating income in the U.S. increased $27.0 million, or 23.6 percent, to $141.3 million in
the second quarter of 2009 from $114.3 million in the second quarter of 2008. The increase was
primarily due to higher net sales offset partly by higher raw material costs.
Operating income in CEE decreased $32.6 million, or 65.2 percent, to $17.4 million in the
second quarter of 2009 from $50.0 million in the prior year second quarter. The decline in
operating performance was mainly due to the negative impact of foreign currency, a decrease in
volume and special charges of $6.9 million related to the restructuring of our Hungary operations.
Offsetting the impact of foreign currency and special charges were strong pricing on a
currency-neutral basis and effective cost management.
Operating income in the Caribbean decreased $1.1 million to $0.1 million in the second quarter
of 2009 from $1.2 million in the prior year second quarter. The decline in operating income was
mainly due to the decline in volume and special charges of $1.3 million in the second quarter of
2009 related to restructuring and severance costs.
Interest Expense, Net and Other (Expense) Income, Net
Interest expense, net decreased $1.7 million in the second quarter of 2009 to $26.8 million,
compared to $28.5 million in the second quarter of 2008, mainly due to lower interest rates on
floating rate debt and higher interest income.
We recorded other expense, net, of $3.5 million in the second quarter of 2009 compared to
other income, net, of $1.1 million reported in the second quarter of 2008. Foreign currency
transaction gains were $0.1 million in the second quarter of 2009 compared to foreign currency
transaction gains of $3.5 million in the prior year second quarter. In the second quarter of 2009,
we recorded an other-than-temporary loss of $2.1 million to write off our remaining investment in
an equity security, Northfield Laboratories, Inc., that was classified as available-for-sale.
Income Taxes
The effective income tax rate, which is income tax expense expressed as a percentage of income
from continuing operations before income taxes and equity in net loss of nonconsolidated companies,
was 39.1 percent in the second quarter of 2009 compared to 30.6 percent in the second quarter of
2008. The higher tax rate was due
primarily to the impact of the deconsolidation of our Caribbean business and a change in the
geographic mix of earnings and the associated varying statutory tax rates.
34
Equity in Net Loss of Nonconsolidated Companies
Equity in net loss of nonconsolidated companies consists of our 20 percent interest in a joint
venture that owns Agrima in Bulgaria. Equity in net loss of nonconsolidated companies was $0.1
million in the second quarter of 2009, compared to $0.2 million in the second quarter of 2008.
Net Income
Net income consists of income attributable to both PepsiAmericas, Inc. and noncontrolling
interests. Net income decreased $33.2 million to $62.4 million in the second quarter of 2009,
compared to $95.6 million in the second quarter of 2008. The discussion of our operating results,
included above, and the $25.8 million non-cash loss from the deconsolidation of our Caribbean
business explain the decrease in net income.
Net Income Attributable to Noncontrolling Interests
We fully consolidated the operating results of Sandora and the Bahamas in our Condensed
Consolidated Statements of Income. Net income attributable to noncontrolling interests represented
40 percent of Sandora results and 30 percent of the Bahamas results. Net income attributable to
noncontrolling interests decreased $3.8 million to $1.0 million in the second quarter of 2009,
compared to $4.8 million in the second quarter of 2008.
Net Income Attributable to PepsiAmericas, Inc.
Net income attributable to PepsiAmericas, Inc. decreased $29.4 million to $61.4 million in the
second quarter of 2009, compared to $90.8 million in the second quarter of 2008. The discussion of
our operating results, included above, and the $25.8 million non-cash loss from the deconsolidation
of our Caribbean business explain the decrease in net income attributable to PepsiAmericas, Inc.
RESULTS OF OPERATIONS
2009 FIRST HALF COMPARED WITH 2008 FIRST HALF
The following is a discussion of our results of operations for the first half of 2009 compared
to the first half of 2008.
Volume
Sales volume (decline) growth for the first half of 2009 and 2008 was as follows:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
U.S. |
|
|
(0.4 |
%) |
|
|
(3.4 |
%) |
CEE |
|
|
(12.7 |
%) |
|
|
55.9 |
% |
Caribbean |
|
|
(15.9 |
%) |
|
|
2.9 |
% |
Worldwide |
|
|
(5.1 |
%) |
|
|
10.3 |
% |
In the first half of 2009, worldwide volume declined 5.1 percent, with declines in each
geographic segment that were driven by global macroeconomic factors.
Volume in the U.S. declined 0.4 percent in the first half of 2009 compared to the first half
of 2008. Carbonated soft drink volume increased 2 percent compared to the prior year period, led
by increases in trademark Mountain Dew, the addition of Crush and the benefit of the Fourth of July
holiday calendar shift. Non-carbonated soft drinks decreased approximately 10 percent, which
reflected the continued decline in the low margin Aquafina take-home package and trademark Lipton.
Single serve volume continued to grow in the retail channel while softness in the foodservice
channels, particularly third-party operators, drove overall single serve declines in the first half
of 2009.
Volume in CEE declined 12.7 percent in the first half of 2009 compared to the first half of
2008, reflecting continued category softness and adverse weather conditions. Additionally, volume
was adversely impacted by softness in the third-party distributor business in Romania and the
export business in the Ukraine.
Volume in the Caribbean declined 15.9 percent in the first half of 2009 compared to the same
period last year, which was driven mainly by a weaker economy in Puerto Rico.
35
Net Sales
Net sales and net pricing statistics for the first half of 2009 and 2008 were as follows
(dollar amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
1,789.7 |
|
|
$ |
1,698.0 |
|
|
|
5.4 |
% |
CEE |
|
|
428.8 |
|
|
|
622.0 |
|
|
|
(31.1 |
%) |
Caribbean |
|
|
100.9 |
|
|
|
119.5 |
|
|
|
(15.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
$ |
2,319.4 |
|
|
$ |
2,439.5 |
|
|
|
(4.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
Net Sales Change |
|
U.S. |
|
CEE |
|
Caribbean |
|
Worldwide |
Volume impact* |
|
(0.4 |
%) |
|
|
(11.7 |
%) |
|
|
(13.8 |
%) |
|
|
(4.5 |
%) |
Net price per case, excluding impact of foreign
currency |
|
5.3 |
% |
|
|
8.7 |
% |
|
|
7.0 |
% |
|
|
7.0 |
% |
|
Impact of foreign currency |
|
|
|
|
|
(26.1 |
%) |
|
|
(7.4 |
%) |
|
|
(7.0 |
%) |
Non-core |
|
|
0.5 |
% |
|
|
(2.0 |
%) |
|
|
(1.4 |
%) |
|
|
(0.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net sales |
|
5.4 |
% |
|
|
(31.1 |
%) |
|
|
(15.6 |
%) |
|
|
(4.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The amounts in this table represent the dollar impact on net sales due to changes in volume and are not
intended to equal the absolute change in volume. |
|
|
|
|
|
|
|
|
|
Net Pricing Growth (Decline)** |
|
2009 |
|
|
2008 |
|
U.S. |
|
|
5.3 |
% |
|
|
4.1 |
% |
CEE |
|
|
(21.1 |
%) |
|
|
18.0 |
% |
Caribbean |
|
|
(1.6 |
%) |
|
|
2.6 |
% |
Worldwide |
|
|
(0.6 |
%) |
|
|
4.1 |
% |
|
|
|
** |
|
Includes the impact from foreign currency on core
net sales. |
Net sales decreased $120.1 million, or 4.9 percent, to $2,319.4 million in the first half of
2009 compared to $2,439.5 million in the first half of 2008. The decrease was mainly attributable
to the unfavorable impact of foreign currency, which was responsible for 7.0 percentage points of
decline, and a decline in volume. Strong pricing in all geographies drove growth in net sales on a
foreign currency-neutral basis, up 7 percent for the first half of 2009.
Net sales in the U.S. for the first half of 2009 increased $91.7 million, or 5.4 percent, to
$1,789.7 million from $1,698.0 million in the prior year first half. The increase in net sales was
mainly due to 5.3 percent net pricing growth, driven mainly by rate increases to cover higher raw
material costs, partly offset by a decline in volume.
Net sales in CEE for the first half of 2009 decreased $193.2 million, or 31.1 percent, to
$428.8 million from $622.0 million in the first half of 2008. Foreign currency contributed 26.1
percentage points of the decrease, with the remaining decrease primarily attributed to lower volume
associated with economic conditions and adverse weather. This decrease was offset partly by an
increase in net pricing of 8.7 percent on a currency-neutral basis, driven by increases in rate and
a positive contribution from package mix.
Net sales in the Caribbean decreased $18.6 million, or 15.6 percent in the first half of 2009
to $100.9 million from $119.5 million in the prior year first half. The decrease in net sales
mainly reflected a decline in volume and the unfavorable impact of foreign currency, partly offset
by 7.0 percent growth in net pricing on a currency-neutral basis.
36
Cost of Goods Sold
Cost of goods sold and cost of goods sold per unit statistics for the first half of 2009 and
2008 were as follows (dollar amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Goods Sold |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
1,042.3 |
|
|
$ |
995.9 |
|
|
|
4.7 |
% |
CEE |
|
|
268.8 |
|
|
|
382.5 |
|
|
|
(29.7 |
%) |
Caribbean |
|
|
75.4 |
|
|
|
90.5 |
|
|
|
(16.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
|
$ |
1,386.5 |
|
|
$ |
1,468.9 |
|
|
|
(5.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
|
Cost of Goods Sold Change |
|
U.S. |
|
|
CEE |
|
|
Caribbean |
|
|
Worldwide |
|
Volume impact* |
|
|
(0.4 |
%) |
|
|
(11.5 |
%) |
|
|
(13.9 |
%) |
|
|
(4.3 |
%) |
Cost per case, excluding impact of foreign
currency |
|
4.5 |
% |
|
|
(0.2 |
%) |
|
|
6.7 |
% |
|
|
3.7 |
% |
Impact of foreign currency |
|
|
|
|
|
(17.0 |
%) |
|
|
(7.7 |
%) |
|
|
(4.9 |
%) |
Unrealized gains on derivatives |
|
(0.1 |
%) |
|
|
|
|
|
|
|
|
|
|
(0.1 |
%) |
Non-core |
|
|
0.7 |
% |
|
|
(1.0 |
%) |
|
|
(1.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cost of goods sold |
|
4.7 |
% |
|
|
(29.7 |
%) |
|
|
(16.7 |
%) |
|
|
(5.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The amounts in this table represent the dollar impact on cost of goods sold due to changes in volume
and are not intended to equal the absolute change in volume. |
|
|
|
|
|
|
|
|
|
Cost of Goods Sold per Unit Increase (Decrease)** |
|
2009 |
|
2008 |
U.S. |
|
|
4.5 |
% |
|
|
4.3 |
% |
CEE |
|
|
(19.6 |
%) |
|
|
26.9 |
% |
Caribbean |
|
|
(2.4 |
%) |
|
|
3.6 |
% |
Worldwide |
|
|
(1.5 |
%) |
|
|
6.1 |
% |
|
|
|
** |
|
Includes the impact from foreign currency on core cost of goods sold. |
Cost of goods sold decreased $82.4 million, or 5.6 percent, to $1,386.5 million in the first
half of 2009 from $1,468.9 million in the prior year first half. The decrease was primarily driven
by the favorable impact of foreign currency, which contributed 4.9 percentage points to the
decrease, and the decline in volume. Offsetting these benefits were higher raw material costs.
Cost of goods sold per unit decreased 1.5 percent in the first half of 2009 compared to the same
period in 2008.
In the U.S., cost of goods sold increased $46.4 million, or 4.7 percent, to $1,042.3 million
in the first half of 2009 from $995.9 million in the prior year first half. The increase was
mainly driven by a cost of goods sold per unit increase of 4.5 percent due to higher raw material
costs.
In CEE, cost of goods sold decreased $113.7 million, or 29.7 percent, to $268.8 million in the
first half of 2009 compared to $382.5 million in the prior year first half. Foreign currency
contributed 17.0 percentage points to the decrease in cost of goods sold, with the remaining
decrease primarily attributed to a decline in volume. Cost of goods sold per unit decreased 0.2
percent on a currency-neutral basis in the first half of 2009 compared to first half of 2008.
In the Caribbean, cost of goods sold decreased $15.1 million, or 16.7 percent, to $75.4
million in the first half of 2009 compared to $90.5 million in the first half of 2008. The
decrease was mainly driven by a decline in volume, offset by a cost of goods sold per unit increase
of 6.7 percent, on a currency-neutral basis, which was attributable to increases in raw material
costs.
37
Selling, Delivery and Administrative Expenses
SD&A expenses and SD&A expense statistics for the first half of 2009 and 2008 were as follows
(dollar amounts in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
SD&A Expenses |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
539.8 |
|
|
$ |
529.0 |
|
|
|
2.0 |
% |
CEE |
|
|
136.4 |
|
|
|
175.4 |
|
|
|
(22.2 |
%) |
Caribbean |
|
|
25.4 |
|
|
|
29.8 |
|
|
|
(14.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
|
$ |
701.6 |
|
|
$ |
734.2 |
|
|
|
(4.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
|
SD&A Expense Change |
|
U.S. |
|
|
CEE |
|
|
Caribbean |
|
|
Worldwide |
|
Cost impact, excluding items listed below |
|
2.2 |
% |
|
|
(3.0 |
%) |
|
|
(6.7 |
%) |
|
|
0.6 |
% |
Impact of foreign currency |
|
|
|
|
|
(19.2 |
%) |
|
|
(8.1 |
%) |
|
|
(4.9 |
%) |
Unrealized gains on derivatives |
|
(0.2 |
%) |
|
|
|
|
|
|
|
|
|
|
(0.1 |
%) |
|
|
|
|
|
|
|
|
|
Change in SD&A expense |
|
2.0 |
% |
|
|
(22.2 |
%) |
|
|
(14.8 |
%) |
|
|
(4.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SD&A Expenses as a Percent of Net Sales |
|
2009 |
|
|
2008 |
|
U.S. |
|
|
30.2 |
% |
|
|
31.2 |
% |
CEE |
|
|
31.8 |
% |
|
|
28.2 |
% |
Caribbean |
|
|
25.2 |
% |
|
|
24.9 |
% |
Worldwide |
|
|
30.2 |
% |
|
|
30.1 |
% |
In the first half of 2009, SD&A expenses decreased $32.6 million, or 4.4 percent, to $701.6
million from $734.2 million in the comparable period of the previous year. Foreign currency
reduced SD&A expenses by 4.9 percentage points in the first half of 2009. As a percentage of net
sales, SD&A expenses increased to 30.2 percent in the first half of 2009, compared to 30.1 percent
in the prior year first half.
In the U.S., SD&A expenses increased $10.8 million, or 2.0 percent, to $539.8 million in the
first half of 2009 compared to $529.0 million in the prior year first half. SD&A expenses increased
in the first half of 2009 due to $2.2 million of fees associated with PepsiCos proposal and a $4.9
million impairment charge for non-operating assets, offset partly by lower fuel costs, the timing
of productivity initiatives and certain costs, and $0.9 million in mark-to-market gains on
derivatives. As a percentage of net sales, SD&A expenses decreased to 30.2 percent compared to
31.2 percent in the first half of 2008.
In CEE, SD&A expenses decreased $39.0 million, or 22.2 percent, to $136.4 million in the first
half of 2009 compared to $175.4 million in the prior year first half. Foreign currency contributed
19.2 percentage points to the decrease. The remaining decrease was due to lower volume and
decreased compensation and advertising costs. As a percentage of net sales, SD&A expenses
increased to 31.8 percent compared to 28.2 percent in the first half of 2008.
In the Caribbean, SD&A expenses decreased $4.4 million, or 14.8 percent, to $25.4 million in
the first half of 2009 from $29.8 million in the prior year first half. The decrease reflected the
impact of lower volume and the benefits from the restructuring of the business.
38
Operating Income (Loss)
Operating income (loss) for the first half of 2009 and 2008 was as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss) |
|
2009 |
|
|
2008 |
|
|
Change |
|
U.S. |
|
$ |
207.7 |
|
|
$ |
172.5 |
|
|
|
20.4 |
% |
CEE |
|
|
16.7 |
|
|
|
64.1 |
|
|
|
(73.9 |
%) |
Caribbean |
|
|
(1.4 |
) |
|
|
(0.8 |
) |
|
|
(75.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
Worldwide |
|
$ |
223.0 |
|
|
$ |
235.8 |
|
|
|
(5.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 compared to 2008 |
|
Operating Income (Loss) Change |
|
U.S. |
|
|
CEE |
|
|
Caribbean |
|
|
Worldwide |
|
Operating results, excluding items listed below |
|
19.2 |
% |
|
|
25.2 |
% |
|
|
(150.0 |
%) |
|
|
20.5 |
% |
Impact of foreign currency |
|
|
|
|
|
(99.1 |
%) |
|
|
75.0 |
% |
|
|
(26.7 |
%) |
Unrealized gains on derivatives |
|
1.2 |
% |
|
|
|
|
|
|
|
|
|
|
0.8 |
% |
|
|
|
|
|
|
|
|
|
Change in operating income (loss) |
|
20.4 |
% |
|
|
(73.9 |
%) |
|
|
(75.0 |
%) |
|
|
(5.4 |
%) |
|
|
|
|
|
|
|
|
|
Operating income decreased $12.8 million, or 5.4 percent, to $223.0 million in the first half
of 2009, compared to $235.8 million in the first half of 2008 reflecting the negative impact from
foreign currency and the global economic conditions, particularly in CEE.
Operating income in the U.S. increased $35.2 million, or 20.4 percent, to $207.7 million in
the first half of 2009 from $172.5 million in the first half of 2008. The increase was primarily
due to higher net sales offset partly by higher raw material costs and a moderate increase in SD&A
expenses due to fees associated with the PepsiCo proposal and the impairment of non-operating
assets.
Operating income in the CEE decreased $47.4 million, or 73.9 percent, to $16.7 million in the
first half of 2009 from $64.1 million in the prior year first half. The decline in operating
performance was mainly due to the negative impact of foreign currency, a decrease in volume and
special charges of $6.9 million related to the restructuring of our Hungary operations.
Operating loss in the Caribbean was $1.4 million in the first half of 2009, compared to $0.8
million in the prior year first half. The decline in operating results was mainly due to a
decrease in volume and special charges of $1.5 million in the first half of 2009, offset partly by
lower costs resulting from the restructuring initiative that began in fiscal year 2008.
Interest Expense, Net and Other Expense, Net
Interest expense, net decreased $5.3 million in the first half of 2009 to $52.8 million,
compared to $58.1 million in the first half of 2008, mainly due to lower interest rates on floating
rate debt and higher interest income.
We recorded other expense, net, of $6.1 million in the first half of 2009 compared to other
expense, net, of $0.2 million reported in the first half of 2008. Foreign currency transaction
losses were $0.4 million in the first half of 2009 compared to foreign currency transaction gains
of $4.2 million in the prior year first half. In the first half of 2009, we recorded an
other-than-temporary loss of $2.1 million to write off our remaining investment in an equity
security, Northfield Laboratories, Inc., that was classified as available-for-sale.
Income Taxes
The effective income tax rate, which is income tax expense expressed as a percentage of income
from continuing operations before income taxes and equity in net loss of nonconsolidated companies,
was 38.0 percent for the first half of 2009, compared to 31.4 percent in the first half of 2008.
The higher tax rate was due primarily to
the impact of the deconsolidation of our Caribbean business and a change in the geographic mix of
earnings and the associated varying statutory tax rates.
39
Equity in Net Loss of Nonconsolidated Companies
Equity in net loss of nonconsolidated companies consists of our 20 percent interest in a joint
venture that owns Agrima in Bulgaria. Equity in net loss of nonconsolidated companies was $0.7
million in the first half of 2009, compared to $0.6 million in the first half of 2008.
Net Income
Net income consists of income attributable to both PepsiAmericas, Inc. and noncontrolling
interests. Net income decreased $36.1 million to $85.1 million in the first half of 2009, compared
to $121.2 million in the first half of 2008. The discussion of our operating results, included
above, and the $25.8 million non-cash loss from the deconsolidation of our Caribbean business
explain the decrease in net income.
Net Income Attributable to Noncontrolling Interests
We fully consolidated the operating results of Sandora and the Bahamas in our Condensed
Consolidated Statements of Income. Net income attributable to noncontrolling interests represented
40 percent of Sandora results and 30 percent of the Bahamas results. Net income attributable to
noncontrolling interests decreased $3.7 million to $2.0 million in the first half of 2009, compared
to $5.7 million in the first half of 2008, primarily reflecting the lower operating results from
the Sandora business.
Net Income Attributable to PepsiAmericas, Inc.
Net income attributable to PepsiAmericas, Inc. decreased $32.4 million to $83.1 million in the
first half of 2009, compared to $115.5 million in the first half of 2008. The discussion of our
operating results, included above, and the $25.8 million non-cash loss from the deconsolidation of
our Caribbean business explain the decrease in net income attributable to PepsiAmericas, Inc.
40
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities. Net cash used in operating activities of continuing operations of $66.8
million in the first half of 2009 compared to net cash provided by operating activities of
continuing operations of $111.9 million in the first half of 2008, or a change between the
comparative periods of $178.7 million. In March 2009, we terminated our trade receivable
securitization program resulting in a $150 million decrease in cash flows from operating
activities. The remaining decrease can mainly be attributed to the timing of working capital and
an $11.1 million contribution made to our pension plans in the first half of 2009.
Investing Activities. Investing activities in the first half of 2009 included capital
investments of $133.7 million, which were $30.4 million higher than the first half of 2008
primarily due to additional capital investments in Romania and the Ukraine. During the first half
of 2009, we paid $12.6 million in the aggregate to obtain
certain distribution rights for Crush,
Rockstar and Muscle Milk.
On July 3, 2009, we formed a strategic joint venture with CABCORP to combine our Caribbean
operations, excluding the Bahamas, with CABCORPs Central American operations. As a result, we
deconsolidated our Caribbean business resulting in a $7.1 million reduction in cash and cash
equivalents.
Financing Activities. Our total debt increased $242.5 million to $2,409.8 million as of the
end of the first half of 2009, up from $2,167.3 million as of the end of fiscal year 2008. During
the first half of 2009, we issued $350 million of notes with a coupon rate of 4.375 percent due
February 2014. These securities are unsecured and unsubordinated indebtedness. Net proceeds from
this transaction were $345.4 million, which reflected a discount of $2.2 million and the debt
issuance costs of $2.4 million. The net proceeds from the issuance of the notes were used to repay
commercial paper issued by us and for other general corporate purposes.
We utilize revolving credit facilities both in the U.S. and in our international operations to
fund short-term financing needs, primarily for working capital and general corporate purposes. In
the U.S., we have an unsecured revolving credit facility under which we can borrow up to an
aggregate of $600 million. The interest rates on the revolving credit facility, which expires in
2011, are based primarily on the London Interbank Offered Rate. The facility is for general
corporate purposes, including commercial paper backstop. It is our policy to maintain a committed
bank facility as backup financing for our commercial paper program. Accordingly, we have a total
of $600 million available under our commercial paper program and revolving credit facility
combined. We had $416.0 million of commercial paper borrowings as of the end of the first half of
2009, compared to $365.0 million as of the end of fiscal year 2008.
Certain wholly-owned subsidiaries maintain operating lines of credit for general operating
needs. Interest rates are based primarily upon Interbank Offered Rates for borrowings in the
subsidiaries local currencies. The outstanding balance was $1.6 million as of the end of the
first half of 2009 and the end of fiscal year 2008 for each respective date and was recorded in
Short-term debt, including current maturities of long-term debt in the Condensed Consolidated
Balance Sheets.
During the first half of 2009 and 2008, we repurchased 2.7 million and 4.1 million shares of
our common stock for $45.2 million and $105.2 million, respectively. No shares were repurchased
during the second quarter of 2009. The issuance of common stock, including treasury shares, for
the exercise of stock options resulted in cash inflows of $3.5 million in the first half of 2009,
compared to $2.1 million in the first half of 2008.
On May 7, 2009, our Board of Directors declared a quarterly dividend of $0.14 per share on
PepsiAmericas common stock for the second quarter of 2009. The dividend was payable July 1, 2009 to
shareholders of record on June 15, 2009 and was paid in the second quarter of 2009. In the first
half of 2009, we paid total cash dividends of $35.2 million, representing the first quarter
dividend of $17.3 million, the second quarter dividend of $16.9 million and $1.0 million of
dividends paid as a result of the vesting of restricted stock awards. In the first half of 2008,
we paid cash dividends of $34.6 million, representing the fourth quarter of 2007 dividend of $16.6
million, the first quarter of 2008 dividend of $16.9 million and $1.1 million of dividends paid as
a result of the vesting of restricted stock awards. The fourth quarter of 2007 dividend was based
on a dividend rate of $0.13 per share. The first quarter of 2008 dividend was based on a dividend
rate of $0.135 per share.
See our Annual Report on Form 10-K for fiscal year 2008 for a summary of our contractual
obligations as of the end of fiscal year 2008. There were no significant changes to our
contractual obligations in the first half of 2009.
41
Worldwide capital and credit markets, including the commercial paper markets, have recently
experienced increased volatility and disruption. Despite this volatility and disruption, we
continue to have access to the capital markets, as evidenced by our most recent debt issuance in
February 2009. In addition, as noted above, we have a revolving credit facility that acts as a
commercial paper backstop. We believe that our operating cash flows are sufficient to fund our
existing operations and contractual obligations for the foreseeable future. In addition, we
believe that our operating cash flows, available lines of credit, and the potential for additional
debt and equity offerings will provide sufficient resources to fund our future growth and
expansion, although there can be no assurance that continued or increased volatility and disruption
in the worldwide capital and credit markets will not impair our ability to access these markets on
terms commercially acceptable. There are a number of options available to us, and we continue to
examine the optimal uses of our cash, including reinvesting in our existing business, repurchasing
our stock, paying dividends, reducing debt and making acquisitions with an appropriate economic
return.
Discontinued Operations. We continue to be subject to certain indemnification obligations,
net of insurance, under agreements related to previously sold subsidiaries, including
indemnification expenses for potential environmental and tort liabilities of these former
subsidiaries. There is significant uncertainty in assessing our potential expenses for complying
with our indemnification obligations, as the determination of such amounts is subject to various
factors, including possible insurance recoveries and the allocation of liabilities among other
potentially responsible and financially viable parties. Accordingly, the ultimate settlement and
timing of cash requirements related to such indemnification obligations may vary significantly from
the estimates included in our financial statements. As of the end of the first half of 2009, we
had recorded $32.2 million in liabilities for future remediation and other related costs arising
out of our indemnification obligations. This amount excludes possible insurance recoveries and is
determined on an undiscounted cash flow basis. In addition, we have funded coverage pursuant to an
insurance policy (the Finite Funding) purchased in fiscal year 2002, which reduces the cash
required to be paid by us for certain environmental sites pursuant to our indemnification
obligations. The Finite Funding amount recorded was $8.5 million as of the end of the first half
of 2009, of which $4.2 million is expected to be recovered in the next 12 months based on our
expenditures, and thus is included as a current asset.
During the first half of 2009 we paid, net of income taxes, $1.6 million related to such
indemnification obligations, including the offsetting benefit of insurance recovery settlements of
$2.8 million on an after-tax basis. During the first half of 2008, we paid, net of income taxes,
$6.0 million related to such indemnification obligations, including the offsetting benefit of
insurance recovery settlements of $4.3 million on an after-tax basis. We expect to spend
approximately $11.9 million on a pre-tax basis in fiscal year 2009 related to our indemnification
obligations, excluding possible insurance recoveries and the benefit of income taxes. See Note 15
to the Condensed Consolidated Financial Statements for further discussion of discontinued
operations and related environmental liabilities.
RELATED PARTY TRANSACTIONS
Transactions with PepsiCo
PepsiCo is considered a related party due to the nature of our franchise relationship and
PepsiCos ownership interest in us. As of the end of the first half of 2009, PepsiCo beneficially
owned approximately 43 percent of PepsiAmericas outstanding common stock. These shares are
subject to the Shareholder Agreement with our company. As of the end of the first half of 2009,
net amounts due to PepsiCo were $3.6 million. As of the end of fiscal year 2008, net amounts due
from PepsiCo were $5.2 million. During the first half of 2009, approximately 81 percent of our
total net sales were derived from the sale of PepsiCo products. We have entered into transactions
and agreements with PepsiCo from time to time, and we expect to enter into additional transactions
and agreements with PepsiCo in the future. Significant agreements and transactions between our
company and PepsiCo are described below.
Pepsi franchise agreements are subject to termination only upon failure to comply with their
terms. Termination of these agreements can occur as a result of any of the following: our
bankruptcy or insolvency; change of control of greater than 15 percent of any class of our voting
securities; untimely payments for concentrate purchases; quality control failure; or failure to
carry out the approved business plan communicated to PepsiCo.
Bottling Agreements and Purchases of Concentrate and Finished Product. We purchase
concentrates from PepsiCo and manufacture, package, sell and distribute cola and non-cola beverages
under various bottling agreements with PepsiCo. These agreements give us the right to manufacture,
package, sell and distribute beverage products of PepsiCo in both bottles and cans as well as
fountain syrup in specified territories. These agreements include a Master Bottling Agreement and
a Master Fountain Syrup Agreement for beverages bearing the Pepsi-
42
Cola and Pepsi trademarks, including Diet Pepsi in the United States. The agreements also
include bottling and distribution agreements for non-cola products in the United States, and
international bottling agreements for countries outside the United States. These agreements
provide PepsiCo with the ability to set prices of concentrates, as well as the terms of payment and
other terms and conditions under which we purchase such concentrates. In addition, we bottle water
under the Aquafina trademark pursuant to an agreement with PepsiCo that provides for payment of a
royalty fee to PepsiCo. We also purchase finished beverage products from PepsiCo and certain of
its affiliates, including tea, concentrate and finished beverage products from a Pepsi/Lipton
partnership, as well as finished beverage products from a PepsiCo/Starbucks partnership. The table
below summarizes amounts paid to PepsiCo for purchases of concentrate, finished beverage products,
finished snack food products and Aquafina royalty fees, which are included in cost of goods sold.
Bottler Incentives and Other Support Arrangements. We share a business objective with PepsiCo
of increasing availability and consumption of Pepsi-Cola beverages. Accordingly, PepsiCo provides
us with various forms of bottler incentives to promote its brands. The level of this support is
negotiated regularly and can be increased or decreased at the discretion of PepsiCo. To support
volume and market share growth, the bottler incentives cover a variety of initiatives, including
direct marketplace, shared media and advertising support. Worldwide bottler incentives from
PepsiCo totaled approximately $67.0 million and $61.0 million in the second quarter of 2009 and
2008, respectively. In the first half of 2009 and 2008, worldwide bottler incentive from PepsiCo
totaled approximately $116.3 million and $114.0 million. There are no conditions or requirements
that could result in the repayment of any support payments we received.
Bottler incentives that are directly attributable to incremental expenses incurred are
reported as either an increase to net sales or a reduction to SD&A expenses, commensurate with the
recognition of the related expense. Such bottler incentives include amounts received for direct
support of advertising commitments and exclusivity agreements with various customers. All other
bottler incentives are recognized as a reduction of cost of goods sold when the related products
are sold based on the agreements with vendors. Such bottler incentives primarily include base level
funding amounts which are fixed based on the previous years volume and variable amounts that are
reflective of the current years volume performance.
PepsiCo also provided indirect marketing support to our marketplace, which consisted primarily
of media expenses. This indirect support was not reflected or included in our Condensed
Consolidated Financial Statements, as these amounts were paid directly by PepsiCo.
Manufacturing and National Account Services. Pursuant to the Master Fountain Syrup Agreement,
we provide manufacturing services to PepsiCo in connection with the production of certain finished
beverage products, and also provide certain manufacturing, delivery and equipment maintenance
services to PepsiCos national account customers. Net amounts paid or payable by PepsiCo to us for
manufacturing and national account services are summarized in the table below.
Sandora Joint Venture. We are party to a joint venture agreement with PepsiCo pursuant to
which we hold the outstanding common stock of Sandora, LLC, the leading juice company in Ukraine.
We hold a 60 percent interest in the joint venture and PepsiCo holds the remaining 40 percent
interest.
Other Transactions. PepsiCo provides procurement services to us pursuant to a shared
services agreement. Under this agreement, PepsiCo acts as our agent and negotiates with various
suppliers the cost of certain raw materials by entering into raw material contracts on our behalf.
The raw material contracts obligate us to purchase certain minimum volumes. PepsiCo also collects
and remits to us certain rebates from the various suppliers related to our procurement volume. In
addition, PepsiCo executes certain derivative contracts on our behalf and in accordance with our
hedging strategies. Payments to PepsiCo for procurement services are reflected in the table below.
43
In summary, the Condensed Consolidated Statements of Income include the following income and
(expense) transactions with PepsiCo (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter |
|
|
First Half |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bottler incentives |
|
$ |
11.7 |
|
|
$ |
8.1 |
|
|
$ |
18.5 |
|
|
$ |
16.6 |
|
Manufacturing and national account
services |
|
|
2.7 |
|
|
|
4.0 |
|
|
|
5.3 |
|
|
|
8.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14.4 |
|
|
$ |
12.1 |
|
|
$ |
23.8 |
|
|
$ |
25.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bottler incentives |
|
$ |
49.2 |
|
|
$ |
47.1 |
|
|
$ |
88.2 |
|
|
$ |
85.3 |
|
Purchase of concentrate |
|
|
(255.5 |
) |
|
|
(253.2 |
) |
|
|
(502.6 |
) |
|
|
(453.2 |
) |
Purchases of finished beverage products |
|
|
(68.3 |
) |
|
|
(72.5 |
) |
|
|
(115.1 |
) |
|
|
(129.9 |
) |
Purchases of finished snack food products |
|
|
(6.4 |
) |
|
|
(7.2 |
) |
|
|
(11.5 |
) |
|
|
(13.3 |
) |
Aquafina royalty fee |
|
|
(11.4 |
) |
|
|
(14.1 |
) |
|
|
(21.9 |
) |
|
|
(25.7 |
) |
Procurement services |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(2.0 |
) |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(293.4 |
) |
|
$ |
(300.9 |
) |
|
$ |
(564.9 |
) |
|
$ |
(538.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
SD&A expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bottler incentives |
|
$ |
6.1 |
|
|
$ |
5.8 |
|
|
$ |
9.6 |
|
|
$ |
12.1 |
|
Purchases of advertising materials |
|
|
(0.4 |
) |
|
|
(0.9 |
) |
|
|
(0.9 |
) |
|
|
(1.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5.7 |
|
|
$ |
4.9 |
|
|
$ |
8.7 |
|
|
$ |
10.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with Bottlers in Which PepsiCo Holds an Equity Interest. We sell finished
beverage products to other bottlers, including The Pepsi Bottling Group, Inc. and Pepsi Bottling
Ventures LLC, bottlers in which PepsiCo owns an equity interest. These sales occur in instances
where the proximity of our production facilities to the other bottlers markets or lack of
manufacturing capability, as well as other economic considerations, make it more efficient or
desirable for the other bottlers to buy finished product from us. Our sales to other bottlers,
including those in which PepsiCo owns an equity interest, were approximately $63.4 million and
$58.7 million in the second quarter of 2009 and 2008, respectively, and $117.3 million and $106.0
million in the first half of 2009 and 2008, respectively. Our purchases from such other bottlers
were $0.1 million in the second quarter of 2008 and $0.1 million and $0.3 million in the first half
of 2009 and 2008, respectively. Our purchases from such other bottlers were immaterial in the
second quarter of 2009.
Agreements and Relationships with Dakota Holdings, LLC, Starquest Securities, LLC and Mr.
Pohlad
Under the terms of the PepsiAmericas merger agreement, Dakota Holdings, LLC (Dakota), a
Delaware limited liability company whose members at the time of the PepsiAmericas merger included
PepsiCo and Pohlad Companies, became the owner of 14,562,970 shares of our common stock, including
377,128 shares purchasable pursuant to the exercise of a warrant. In November 2002, the members of
Dakota entered into a redemption agreement pursuant to which the PepsiCo membership interests were
redeemed in exchange for certain assets of Dakota. As a result, Dakota became the owner of
12,027,557 shares of our common stock, including 311,470 shares purchasable pursuant to the
exercise of a warrant. In June 2003, Dakota converted from a Delaware limited liability company to
a Minnesota limited liability company pursuant to an agreement and plan of merger. In January 2006,
Starquest Securities, LLC (Starquest), a Minnesota limited liability company, obtained the shares
of our common stock previously owned by Dakota, including the shares of common stock purchasable
upon exercise of the above-referenced warrant, pursuant to a contribution agreement. Such warrant
expired unexercised in January 2006, resulting in Starquest holding 11,716,087 shares of our common
stock. In February 2008, Starquest acquired an additional 400,000 shares of our common stock
pursuant to open market purchases, bringing its holdings to 12,116,087 shares of common stock, or
9.7 percent, as of July 31, 2009. The shares held by Starquest are subject to the Shareholder
Agreement with our company.
Mr. Pohlad, our Chairman and Chief Executive Officer, is the President and the owner of
one-third of the capital stock of Pohlad Companies. Pohlad Companies is the controlling member of
Dakota. Dakota is the controlling member of Starquest. Pohlad Companies may be deemed to have
beneficial ownership of the securities beneficially owned by Dakota and Starquest and Mr. Pohlad
may be deemed to have beneficial ownership of the securities beneficially owned by Starquest,
Dakota and Pohlad Companies.
44
Transactions with Pohlad Companies
We own a one-eighth interest in a Challenger aircraft which we own with Pohlad Companies.
SD&A expenses we paid to International Jet, a subsidiary of Pohlad Companies, for office and hangar
rent, management fees and maintenance in connection with the storage and operation of this
corporate jet were approximately $37,000 and $15,000 in the second quarter of 2009 and 2008,
respectively. Jet related fees were approximately $53,000 and $45,000 in the first half of 2009
and 2008, respectively.
SUBSEQUENT EVENT
On August 4, 2009, PepsiAmericas entered into an Agreement and Plan of Merger dated as of
August 3, 2009 (the Merger Agreement) with PepsiCo and Pepsi-Cola Metropolitan Bottling Company,
Inc., a New Jersey corporation and wholly owned subsidiary of PepsiCo (Metro). The Merger
Agreement provides that, upon the terms and subject to the conditions set forth in the Merger
Agreement, PepsiAmericas will be merged with and into Metro (the Merger), with Metro continuing
as the surviving corporation (the Surviving Corporation) and a wholly owned subsidiary of
PepsiCo. As of the effective time of the Merger, each outstanding share of common stock of
PepsiAmericas (each, a Company Share) that is not owned by Metro or PepsiCo or held by
PepsiAmericas as treasury stock will be cancelled and converted into the right to receive, at the
holders election, either 0.5022 shares of common stock of PepsiCo or $28.50 in cash, without
interest, subject to proration provisions which provide that an aggregate 50% of the outstanding
Company Shares will be converted into the right to receive common stock of PepsiCo and an aggregate
50% of the outstanding Company Shares will be converted into the right to receive cash.
Consummation of the Merger is subject to various conditions, including the adoption of the
Merger Agreement by PepsiAmericas shareholders, the absence of legal prohibitions and the receipt
of requisite regulatory approvals. In addition, PepsiCos obligation to consummate the Merger is
subject to the satisfaction of certain conditions to the consummation of the merger of The Pepsi
Bottling Group, Inc. with and into Metro, with Metro continuing as the surviving corporation and a
wholly owned subsidiary of PepsiCo, to the extent they relate to competition laws. Consummation of
the Merger is not subject to a financing condition.
The Merger Agreement contains certain termination rights for both PepsiCo, on the one hand,
and PepsiAmericas, on the other hand. The Merger Agreement provides that, upon termination under
specified circumstances, PepsiAmericas would be required to pay PepsiCo a termination fee of $71.6
million.
Prior to its execution, the Merger Agreement was approved by the Board of Directors of
PepsiAmericas, which based its determination to approve the Merger Agreement on the recommendation
of its Transactions Committee. Based on the approval of the Merger by a majority of our
independent directors as defined under the Second Amended and Restated Shareholder Agreement
between the Company and PepsiCo dated September 6, 2005 (the Shareholder Agreement), the Merger
will constitute a permitted acquisition as defined under the Shareholder Agreement and therefore
will not trigger the Rights Agreement, dated as of May 20, 1999, as amended, by and between the
Company and Wells Fargo Bank N.A, as successor rights agent.
Further information regarding this transaction can be found in our Current Report on Form 8-K
filed with the SEC on August 4, 2009 and our Current Report on Form 8-K/A filed with the SEC on
August 5, 2009.
45
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to commodity price risk, foreign currency exchange risk and interest rate risk
related to our ongoing business operations. We use derivative instruments to manage some of these
risks, as discussed in Note 10 to the Condensed Consolidated Financial Statements.
Commodity Prices
We use commodity inputs such as aluminum for our cans, resin for our polyethylene
terephthalate (PET) bottles, natural gas, diesel fuel, unleaded gasoline, high fructose corn
syrup and sugar in our operations.
We are subject to commodity price risk because our ability to recover increased costs through
higher pricing may be limited in the competitive environment in which we operate. This risk is
managed through the use of fixed-price purchase orders, pricing agreements, geographic diversity
and derivatives. We use derivatives, with terms of no more than three years, to economically hedge
price fluctuations related to a portion of our anticipated commodity purchases, primarily for
aluminum, natural gas and diesel fuel. For those derivatives that qualify for hedge accounting, any
ineffectiveness is recorded immediately. We classify both the earnings and cash flow impact from
these derivatives consistent with the underlying hedged item. Derivatives used to hedge commodity
price risk that do not qualify for hedge accounting are marked-to-market each period.
Our open commodity derivative contracts that qualify for hedge accounting had a face value of
$123.9 million as of the end of the first half of 2009 and $44.8 million as of the end of fiscal
year 2008. Our open commodity derivative contracts that do not qualify for hedge accounting had a
face value of $48.6 million as of the end of the first half of 2009. There were no open commodity
derivative contracts that did not qualify for hedge accounting as of the end of fiscal year 2008.
Foreign Currency Exchange Rates
Because we operate outside of the U.S., we are subject to risk resulting from changes in
currency exchange rates. Currency exchange rates are influenced by a variety of economic factors
including local inflation, growth, interest rates and governmental actions, as well as other
factors. In particular, our operations in CEE are subject to currency exchange rate exposure
associated with cost of goods sold, particularly concentrate and packaging, which may be purchased
in either U.S. dollars or euros. Our investment in markets outside of the U.S. has increased
during the past several years and, as such, our exposure to currency risk has increased. Our
principal exposures are the Ukrainian hryvnya, the Romanian leu and the Polish zloty. We use
foreign currency derivative contracts to hedge the volatility of foreign currency rates for
purchases of raw materials for which payment is settled in a currency other than our local
operations functional currency. Our foreign currency derivatives had a total face value of $14.5
million as of the end of the first half of 2009 and $46.1 million as of the end of fiscal year
2008.
Based on net sales, international operations represented approximately 24 percent and 32
percent of our total operations in second quarter of 2009 and 2008, respectively. In the first half
of 2009 and 2008, international operations represented approximately 23 percent and 30 percent,
respectively. Changes in currency exchange rates impact the translation of the operations results
from their local currencies into U.S. dollars. During the second quarter of 2009, foreign currency
had a negative impact to net income attributable to PepsiAmericas, Inc. of $34.4 million. During
the second quarter of 2008, foreign currency had a positive impact to net income attributable to
PepsiAmericas, Inc. of $10.7 million. If the currency exchange rates had changed by 1 percent in
the second quarter of 2009 and 2008, we estimate the impact on operating income would have been
approximately $1.0 million and $0.5 million, respectively. During the first half of 2009, foreign
currency had a negative impact to net income attributable to PepsiAmericas, Inc. of $50.0 million.
During the first half of 2008, foreign currency had a positive impact to net income attributable to
PepsiAmericas, Inc. of $13.9 million. If the currency exchange rates had changed by 1 percent in
the first half of 2009 and 2008, we estimate the impact on operating income would have been
approximately $1.4 million and $0.7 million, respectively. Our estimates reflect the fact that a
portion of the international operations costs is denominated in U.S. dollars and euros. The
estimates do not take into account the possibility that rates can move in opposite directions and
that gains in one category may or may not be offset by losses from another category.
Interest Rates
In the first half of 2009, the risk from changes in interest rates was not material to our
operations because a significant portion of our debt portfolio represented fixed-rate obligations.
As of the end of the first half of 2009, approximately 17 percent of our debt portfolio represented
variable rate obligations. Our floating rate exposure relates to changes in the six-month London
Interbank Offered Rate (LIBOR) and the federal funds rate.
46
Assuming consistent levels of floating rate debt with those held as of the end of the first half of
2009 and 2008, a 50 basis point (0.5 percent) change in each of these rates would have an impact of
approximately $1.0 million and $1.5 million, respectively, on interest expense. We had cash
equivalents throughout the first half of 2009, principally invested in money market funds, which
were most closely tied to the federal funds rate. Assuming a 50 basis point change in the rate of
interest associated with our cash equivalents as of the end of the first half of 2009 and 2008,
interest income would not have changed by a significant amount.
In anticipation of long-term debt issuances, we have entered into treasury rate lock
instruments and forward starting swap agreements. We have also entered into interest rate swap
contracts to convert a portion of our fixed-rate debt to floating rate debt, with the objective of
reducing overall borrowing costs. The notional amounts of the interest rate swaps outstanding as
of the end of the first half of 2009 and the end of fiscal year 2008 were $250 million for each
respective date.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures that is designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures.
Under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this
evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of July
4, 2009, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during
the quarter ended July 4, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
47
PART II OTHER INFORMATION
Item 1. Legal Proceedings
From approximately 1945 to 1995, various entities owned and operated a facility that
manufactured hydraulic equipment in Willits, California. The plant site was contaminated by various
chemicals and metals. On August 23, 1999, an action entitled Donna M. Avila, et al. v. Willits
Environmental Remediation Trust, Remco Hydraulics, Inc., M-C Industries, Inc., Pneumo Abex
Corporation and Whitman Corporation, Case No. C99-3941 CAL, was filed in U.S. District Court for
the Northern District of California. On January 16, 2001, a second lawsuit, entitled Pamela Jo
Alrich, et al. v. Willits Environmental Remediation Trust, et al., Case No. C 01 0266 SI, against
essentially the same defendants was filed in the same court. The same defendants were served with a
third lawsuit, entitled Nickerman v. Remco Hydraulics, on April 3, 2006. These three lawsuits were
consolidated before the same judge in the U.S. District Court for the Northern District of
California. In these lawsuits, individual plaintiffs claim that PepsiAmericas is liable for
personal injury and/or property damage resulting from environmental contamination at the facility.
There were over 1,000 claims filed in the three lawsuits. The Court dismissed a large portion of
the claims; and in 2006 and 2008 we settled a significant number of the claims. There were 12
claims remaining from these lawsuits as of the end of fiscal year 2008. On June 18, 2009, the
Court dismissed all remaining Avila claims. On July 10, 2009, approximately 250 plaintiffs appealed
from various Court orders, which had dismissed their claims; those appeals are pending. We will
actively oppose these appeals. On May 30, 2008, a fourth lawsuit, entitled Whitlock, et al. v.
PepsiAmericas, et al., Case No. 3:2008cv02742 was filed. This lawsuit has 30 plaintiffs and is
based on the same claims as the prior three lawsuits. We are actively defending these lawsuits. At
this time, we do not believe these lawsuits are material to the business or financial condition of
PepsiAmericas.
We and our subsidiaries are defendants in numerous other lawsuits in the ordinary course of
business, none of which, in the opinion of management, is expected to have a material adverse
effect on our financial condition, although amounts recorded in any given period could be material
to the results of operations or cash flows for that period.
Item 1A. Risk Factors
There have been no material changes with respect to the risk factors disclosed in our Annual
Report on Form 10-K for the fiscal year ended January 3, 2009 with the exception of the following:
Uncertainty relating to the consummation of our merger with PepsiCo could adversely affect our
business and financial results.
On August 4, 2009, we announced that we entered into a merger agreement with PepsiCo.
Consummation of the merger is subject to various conditions, including the adoption of the merger
agreement by PepsiAmericas shareholders, the absence of legal prohibitions and the receipt of
requisite regulatory approvals. In addition, PepsiCos obligation to consummate the merger is
subject to the satisfaction of certain conditions to the consummation of The Pepsi Bottling Group,
Inc.s merger with PepsiCo, to the extent they relate to competition laws. Until our merger is
consummated, there may be continuing uncertainty for our employees, customers and other business
partners. This continuing uncertainty could negatively impact our business and financial results.
In addition, if the merger is not consummated, we will be subject to several risks, including
that the current market price of our common stock may reflect a market assumption that the merger
will occur, and a failure to complete the merger could result in a negative perception of our
company by equity investors and a resulting decline in the market price of our common stock; we may
be required to pay a termination fee of $71.6 million if the merger agreement is terminated under
certain circumstances; we expect to incur substantial transaction costs in connection with the
merger; and we would not realize any of the anticipated benefits of the merger. If the merger is
not consummated, these risks may materialize and materially adversely affect our business,
financial condition, results of operations and stock price.
Additionally, we and members of our Board of Directors have been named in a number of lawsuits
relating to PepsiCos initial proposal on April 19, 2009 as more fully described in Note 15
Environmental and Other Contingencies to our Condensed Consolidated Financial Statements. These
lawsuits or any future lawsuits may be time consuming and expensive. These matters, alone or in
combination, could have a material adverse effect on our
business and financial results. See Note 18 Subsequent Event to our Condensed Consolidated
Financial Statements for additional information.
48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
(c) |
|
We did not repurchase shares of PepsiAmericas common stock in the second quarter of
2009. Our share repurchase program activity for each of the three months and the quarter
ended July 4, 2009 was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Maximum Number of |
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
Shares that May Yet |
|
|
Total Number |
|
Average |
|
Part of Publicly |
|
Be Purchased Under |
|
|
of Shares |
|
Price Paid |
|
Announced Plans or |
|
the Plans or Programs |
Period |
|
Purchased (1) |
|
per Share |
|
Programs (2) |
|
(3) |
April 5,
2009 May 2, 2009 |
|
|
|
|
|
$ |
|
|
|
|
56,201,081 |
|
|
|
8,798,919 |
|
May 3, 2009 May 30, 2009 |
|
|
|
|
|
|
|
|
|
|
56,201,081 |
|
|
|
8,798,919 |
|
May 31, 2009 July 4, 2009 |
|
|
|
|
|
|
|
|
|
|
56,201,081 |
|
|
|
8,798,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended July
4, 2009 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents shares purchased in open-market transactions pursuant to our publicly announced
repurchase program. |
|
(2) |
|
Represents cumulative shares purchased under previously announced share repurchase
authorizations by the Board of Directors. Share repurchases began in 1999 under an
authorization for 15 million shares announced on November 19, 1999. On December 19, 2002, the
Board of Directors authorized the repurchase of 20 million additional shares. The Board of
Directors later authorized the repurchase of 20 million additional shares as announced on July
21, 2005. On July 24, 2008, the Board of Directors authorized the repurchase of 10 million
additional shares. |
|
(3) |
|
The repurchase authorization does not have a scheduled expiration date. |
Item 4. Submission of Matters to a Vote of Security Holders
(a) We held our Annual Meeting of Shareholders on May 7, 2009.
(b) Election of Directors
The following persons, who together constituted all of the members of our Board of Directors at
that time, were elected at the Annual Meeting of Shareholders to serve as directors for the
ensuing year:
Herbert M. Baum
Richard G. Cline
Michael J. Corliss
Pierre S. du Pont
Archie R. Dykes
Jarobin Gilbert, Jr.
James R. Kackley
Matthew M. McKenna
Robert C. Pohlad
Deborah E. Powell
(c) Matters Voted Upon
49
Proposal 1: Election of Directors
The following votes were recorded with respect to this proposal:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
Herbert M. Baum |
|
|
115,220,143 |
|
|
|
2,117,415 |
|
|
|
86,802 |
|
Richard G. Cline |
|
|
115,204,115 |
|
|
|
2,133,252 |
|
|
|
86,993 |
|
Michael J. Corliss |
|
|
115,513,339 |
|
|
|
1,826,713 |
|
|
|
84,308 |
|
Pierre S. du Pont |
|
|
116,256,712 |
|
|
|
1,071,403 |
|
|
|
96,245 |
|
Archie R. Dykes |
|
|
115,171,989 |
|
|
|
2,158,332 |
|
|
|
94,037 |
|
Jarobin Gilbert, Jr. |
|
|
116,169,749 |
|
|
|
1,161,194 |
|
|
|
93,416 |
|
James R. Kackley |
|
|
115,492,238 |
|
|
|
1,835,507 |
|
|
|
96,614 |
|
Matthew M. McKenna |
|
|
115,771,497 |
|
|
|
1,548,422 |
|
|
|
104,441 |
|
Robert C. Pohlad |
|
|
115,485,720 |
|
|
|
1,836,161 |
|
|
|
102,479 |
|
Deborah E. Powell |
|
|
115,499,573 |
|
|
|
1,860,688 |
|
|
|
64,099 |
|
Proposal 2: Approval of the 2009 Long-Term Incentive Plan
The following votes were recorded with respect to approval of the 2009 Long-Term Incentive
Plan:
|
|
|
|
|
Votes for |
|
|
98,909,588 |
|
Votes against |
|
|
12,674,313 |
|
Abstentions |
|
|
148,962 |
|
Broker non-votes |
|
|
5,691,497 |
|
Proposal 3: Ratification of Appointment of Independent Registered Public Accountants
The following votes were recorded with respect to the ratification of the appointment of
KPMG LLP as independent registered public accountants to audit our financial statements for
fiscal year 2009:
|
|
|
|
|
Votes for |
|
|
117,157,145 |
|
Votes against |
|
|
174,342 |
|
Abstentions |
|
|
92,873 |
|
Broker non-votes |
|
|
|
|
Item 5. Other Information
On August 5, 2009, our Board of Directors declared a third quarter dividend of $0.14 per share
on PepsiAmericas common stock. The dividend is payable October 1, 2009 to shareholders of record
on September 15, 2009. Our Board of Directors reviews the dividend policy on a quarterly basis.
Item 6. Exhibits
See Exhibit Index.
50
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 thereunto duly authorized.
|
|
|
|
|
|
PEPSIAMERICAS, INC.
|
|
Dated: August 6, 2009 |
By: |
/s/ ALEXANDER H. WARE
|
|
|
|
Alexander H. Ware |
|
|
|
Executive Vice President and Chief Financial Officer
(As Principal Financial Officer and Duly Authorized
Officer of PepsiAmericas, Inc.) |
|
|
|
|
|
Dated: August 6, 2009 |
By: |
/s/ TIMOTHY W. GORMAN
|
|
|
|
Timothy W. Gorman |
|
|
|
Senior Vice President and
Controller
(As Chief Accounting Officer) |
|
51
EXHIBIT INDEX
|
|
|
3.1
|
|
Restated Certificate of Incorporation (incorporated by reference to
the Companys Registration Statement on Form S-8 (File No. 333-64292)
filed on June 29, 2001). |
|
|
|
3.2
|
|
By-Laws, as amended and restated on May 7, 2009 (incorporated by
reference to the Companys Quarterly Report on Form 10-Q (File No.
001-15019) filed on May 8, 2009). |
|
|
|
4.1
|
|
Amendment No. 2 to Rights Agreement between PepsiAmericas, Inc. and
Wells Fargo Bank, N.A., as Rights Agent, dated May 7, 2009
(incorporated by reference to the Companys Current Report on Form
8-K (File No. 001-15019) filed on May 8, 2009). |
|
|
|
10.1
|
|
PepsiAmericas, Inc. 2009 Long Term Incentive Plan (incorporated by
reference to the Companys Definitive Schedule 14A (Proxy Statement)
(File No. 001-15019) filed on March 18, 2009). |
|
|
|
10.2
|
|
Subscription and Share Exchange Agreement between PepsiAmericas, Inc.
and The Central America Bottling Corporation, dated May 16, 2009
(incorporated by reference to the Companys Current Report on Form
8-K (File No. 001-15019) filed on May 18, 2009). |
|
|
|
10.3
|
|
Change in Control Severance Plan for Senior Executive Employees
(incorporated by reference to the Companys Current Report on Form
8-K (File No. 001-15019) filed June 19, 2009). |
|
|
|
31.1
|
|
Chief Executive Officer Certification pursuant to Exchange Act Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. |
|
|
|
31.2
|
|
Chief Financial Officer Certification pursuant to Exchange Act Rule
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. |
|
|
|
32.1
|
|
Chief Executive Officer Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
|
|
|
32.2
|
|
Chief Financial Officer Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
52