Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including the exhibit attached hereto, is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Item 2.02 shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as otherwise expressly stated in
such filing.
Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a
copy of the press release issued by PepsiCo, Inc. ("PepsiCo"), dated October 14,
2008, reporting PepsiCo's financial results for the 12 and 36 weeks ended
September 6, 2008.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On October 14, 2008, PepsiCo announced that it had committed to a productivity
for growth program (the "Productivity Program"). The Productivity Program
includes actions in all segments of PepsiCo's business that PepsiCo believes
will simplify the organization for more effective and timely decision-making;
increase cost competitiveness across the supply chain; and upgrade and
streamline the product portfolio. Globally, approximately 3,300 positions will
be eliminated in connection with the Productivity Program, of which about 40
percent relate to the closing of up to six plants and other capacity
rationalization actions, which will be announced by the end of the year. As a
result of the Productivity Program, PepsiCo expects to incur a pre-tax charge of
approximately $550 million - $600 million in the fourth quarter of 2008,
comprised of approximately $275 million of severance and other employee-related
costs; approximately $200 million for asset impairments (substantially all
non-cash) resulting from plant closures and related actions; and approximately
$100 million for other costs. PepsiCo expects that approximately $325 million -
$375 million of this charge will result in cash expenditures during the fourth
quarter of 2008 and into 2009. PepsiCo currently expects to complete the
Productivity Program during the first quarter of 2009.
The information in this Item 2.05 contains certain forward-looking statements
based on PepsiCo's current expectations and projections about future events.
These "forward-looking statements" are based on currently available information,
operating plans and projections about future events and trends. They inherently
involve risks and uncertainties that could cause actual results to differ
materially from those predicted in such forward-looking statements. Such risks
and uncertainties include, but are not limited to: changes in demand for
PepsiCo's products, as a result of shifts in consumer preferences or otherwise;
PepsiCo's ability to maintain its reputation; PepsiCo's ability to build and
sustain its information technology infrastructure, successfully implement its
business process transformation initiative or outsource certain functions
effectively; fluctuations in the cost and availability of raw materials;
PepsiCo's ability to compete effectively; disruption of PepsiCo's supply chain;
trade consolidation, the loss of any key customer, or failure to maintain good
relationships with PepsiCo's bottling partners; changes in the legal or
regulatory environment; PepsiCo's ability to hire or retain key employees;
unfavorable economic, environmental or political conditions in the countries
where PepsiCo operates; market risks arising from changes in commodity prices,
foreign exchange rates and interest rates; and risks that benefits from the
Productivity Program may not be achieved or may take longer to achieve than
expected or may cost more than currently anticipated. For additional information
on these and other factors that could cause PepsiCo's actual results to
materially differ from those set forth herein, please see PepsiCo's filings with
the Securities and Exchange Commission, including its most recent annual report
on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are
cautioned not to place undue reliance on any such forward-looking statements,
which speak only as of the date they are made. PepsiCo undertakes no obligation
to update any forward-looking statements, whether as a result of new
information, future events or otherwise.
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Item 2.06. Material Impairments.
The information set forth above in Item 2.05 of this Current Report on Form 8-K
is hereby incorporated by reference into this Item 2.06.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by PepsiCo, Inc., dated October 14, 2008.
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