Acquisitions & Divestitures (Notes)

3 Months Ended

Mar. 19, 2022

Acquisitions & Divestitures [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Acquisitions and Divestitures

2020 Acquisitions

In 2020, we acquired Pioneer Food Group Ltd. (Pioneer Foods), Rockstar Energy Beverages (Rockstar) and Hangzhou Haomusi Food Co., Ltd. The purchase price allocations for each of these acquisitions were finalized in the second quarter of 2021. See Note 13 to our consolidated financial statements in our 2021 Form 10-K for further information.

Juice Transaction

In the 12 weeks ended March 19, 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners for approximately $3.5 billion in cash and a 39% noncontrolling interest in the Tropicana JV, operating across North America and Europe. The North America portion of the transaction was completed on January 24, 2022 and the Europe portion of the transaction was completed on February 1, 2022. In the U.S., PepsiCo acts as the exclusive distributor for Tropicana JV’s portfolio of brands for small-format and foodservice customers with chilled direct-store-delivery. We have significant influence over our investment in the Tropicana JV and account for our investment under the equity method, recognizing our

proportionate share of Tropicana JV’s earnings within our income statement (recorded in selling, general and administrative expenses).

As a result of this transaction, in the 12 weeks ended March 19, 2022, we recorded a pre-tax gain of $3.3 billion ($2.9 billion after-tax or $2.06 per share) in our PBNA and Europe divisions, including $520 million related to the remeasurement of our 39% ownership in the Tropicana JV at fair value using a combination of the transaction price, discounted cash flows and an option pricing model related to our liquidation preference in the Tropicana JV. Subsequent to the transaction close date, the purchase price will be adjusted for net working capital and net debt amounts as of the transaction close date compared to targeted amounts set forth in the purchase agreement.

A summary of income statement activity related to the Juice Transaction in the 12 weeks ended March 19, 2022 is as follows:

	PBNA		Europe		Corporate		PepsiCo		Provision for income taxes(a)		Net income attributable to PepsiCo		Impact on net income attributable to PepsiCo per common share
Gain associated with the Juice Transaction	$	(3,024)	$	(298)	$	—	$	(3,322)	$	452	$	(2,870)	$	2.06
Acquisition and divestiture-related charges	37		10		3		50		(8)		42		(0.03)
Operating profit	$	(2,987)	$	(288)	$	3	(3,272)		444		(2,828)		2.03
Other pension and retiree medical benefits income (b)							(10)		3		(7)		0.01
Total Juice Transaction							$	(3,282)	$	447	$	(2,835)	$	2.04

(a)Includes $194 million of deferred tax expense related to the recognition of our investment in the Tropicana JV.

(b)Includes $16 million curtailment gain, partially offset by $6 million special termination benefits.

In connection with the sale, we entered into a transition services agreement with PAI Partners, under which we will provide certain services to the Tropicana JV to help facilitate an orderly transition of the business following the sale. In return for these services, the Tropicana JV is required to pay certain agreed upon fees to reimburse us for our costs without markup.

Acquisition and Divestiture-Related Charges

Acquisition and divestiture-related charges primarily include merger and integration charges and costs associated with divestitures. Merger and integration charges include changes in fair value of contingent consideration, employee-related costs, contract termination costs and other integration costs. Divestiture-related charges reflect transaction expenses, including consulting, advisory and other professional fees.

A summary of our acquisition and divestiture-related charges is as follows:

	12 Weeks Ended
	3/19/2022		3/20/2021		Transaction
FLNA	$	—	$	2	BFY Brands, Inc.
PBNA	37		1		Juice Transaction, Rockstar
Europe	10		—		Juice Transaction
AMESA	—		1		Pioneer Foods
Corporate (a)	3		(14)		Juice Transaction, Rockstar
Total (b)	50		(10)
Other pension and retiree medical benefits expense	6		—		Juice Transaction
Total acquisition and divestiture-related charges	$	56	$	(10)
After-tax amount	$	47	$	(7)
Impact on net income attributable to PepsiCo per common share	$	(0.03)	$	0.01

(a)Income amount primarily relates to changes in fair value of the contingent consideration in connection with our acquisition of Rockstar.

(b)Recorded in selling, general and administrative expenses.