PEPSICO INC
8-K, 1996-02-07
BEVERAGES
Previous: PCA INTERNATIONAL INC, SC 13G, 1996-02-07
Next: PEPSICO INC, 424B2, 1996-02-07



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                       February 7, 1996 (February 6, 1996)
                      --------------------------------------
                Date of Report (Date of earliest event reported)


                                  PEPSICO, INC.
                     ----------------------------------------
             (Exact name of registrant as specified in its charter)

                                 North Carolina
                         ---------------------------------
                 (State or other jurisdiction of incorporation)


              1-1183                                      13-1584302
       (Commission File Number)               (IRS Employer Identification No.)



                700 Anderson Hill Road, Purchase, New York, 10577
                    -------------------------------------------
                    (Address of Principal Executive Offices)

        Registrant's telephone number, including area code: (914) 253-2000

<PAGE>



Item 5.   Other Events

         The information  contained in Exhibit 20 hereto is incorporated  herein
by reference.

Item 7.   Financial Statements and Exhibits

         (c)      Exhibits

                  20    Press release dated February 6, 1996 from PepsiCo, Inc.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: February 6, 1996                           PepsiCo, Inc.


                                                  By: /s/ LAWRENCE F. DICKIE
                                                      ------------------------
                                                      Lawrence F. Dickie
                                                      Vice President,
                                                      Associate General Counsel
                                                      and Assistant Secretary




                                                            EXHIBIT 20













PURCHASE,  NEW YORK (February 6, 1996) -- PepsiCo,  Inc. today announced results
for the fourth  quarter and full year ended  December  30, 1995.  Excluding  the
previously  announced  initial,  noncash charge from the adoption of SFAS 121, a
required accounting change, earnings per share were $0.70 for the fourth quarter
and $2.48 for the full year.  SFAS 121 is  described  at the end of the release.
The following  explanation  of fourth  quarter and full year results is based on
ongoing earnings as shown below:



<TABLE>
<CAPTION>
                                      Summary of 1995 Operating Performance
                                            ($MM except per share data)

                                                   Q4                                FY
                                     -------------------------------    ------------------------------

                                   ------------ ------------ ------- ------------ ------------- ------
                                      1995         1994                 1995          1994
                                        $            $         %          $            $          %
                                        -            -         -          -            -          -
                                   ------------ ------------ ------- ------------ ------------- ------
<S>                                <C>          <C>          <C>     <C>          <C>           <C>
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
Net Sales                                 9,251        9,122       1       30,421        28,472      7
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
Net Income                                  181          513    (65)        1,606         1,752    (8)
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
Reported EPS                               0.22         0.64    (66)         2.00          2.18    (8)
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
     BAESA Gain                             N/A          N/A     N/A          N/A        (0.02)    N/A
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
     Accounting Changes                    0.48          N/A     N/A         0.48          0.04    N/A
                                           ----          ---                 ----          ----
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------
Ongoing EPS                                0.70         0.64       9         2.48          2.20     13
- ---------------------------------- ------------ ------------ ------- ------------ ------------- ------


     [Note:  The  impact  of one less  week in 1995 on  sales  and  earnings  is
described  more  fully  at the  end of  this  release  and  is  detailed  in the
attachments.  Volume  trends  are  reported  on a  comparable  basis and are not
affected by the shorter reporting period.]

</TABLE>



<PAGE>


Wayne Calloway,  PepsiCo Chairman and Chief Executive  Officer,  said, "We had a
terrific  year in 1995 and that has set the stage for an even better  1996.  Our
businesses showed remarkable strength,  generating a healthy 13 percent increase
in ongoing  earnings per share,  despite some big  challenges - including a huge
currency devaluation in Mexico, our largest  international  market, and the fact
that,  for  reporting  comparisons,  we had one less  week this  year.  In fact,
looking at a comparable  number of weeks, we would have posted 15 percent growth
in earnings  per share for the year due, in large  part,  to earnings  growth of
more than 20 percent by our businesses outside of Mexico.

"These solid operating results helped our overall cash picture, but the big cash
story was in restaurants  where we generated a favorable  increase of about $500
million in cash compared to last year.

"With this kind of  financial  strength,  we're very  optimistic  about 1996 and
remain  committed  to using some of our  excess  cash to buy at least one to two
percent of our outstanding stock each year over the next several years."

<TABLE>

BEVERAGES
<CAPTION>

                                               Summary of 1995 Ongoing Beverage Results
                                                               ($MM)

                                   Q4                                            FY
                  --------------------------------------     -------------------------------------------
                      Sales          Profits        Vol          Sales           Profits          Vol
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------
                    $       %       $       %       %          $        %        $        %        %
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------

<S>              <C>      <C>    <C>      <C>     <C>      <C>        <C>    <C>        <C>    <C>   
                     
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------
U.S.               2,042      5      269      1         3      6,977      7      1,145     12           4
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------
Int'l              1,056      7       34    100         5      3,571     14        226     16           8
                   -----              --                       -----               ---
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------
      Total        3,098      5      303      7       N/A     10,548      9      1,371     13         N/A
- ---------------- -------- ------ -------- ------ --------- ---------- ------ ---------- ------ -----------

     [Note:  Volume is measured by systemwide  bottler case sales (BCS) of Pepsi
Corporate  brands.  The  quarter  includes  the  months of  September,  October,
November and December, a practice consistent with prior years.]

                                        -2-
</TABLE>


<PAGE>


"Our beverage segment had an excellent year," said Mr. Calloway.  "In the United
States,  despite the highest annual  increase in retail prices in the soft drink
industry since the late `80's,  we were able to grow volume by a very solid four
percent - on top of a six percent gain last year. We achieved  this, in part, by
offering the consumer exciting packaging options like 20 oz. plastic bottles and
"The Cube", a 24-can package.

"Our   international   beverage   business  also  showed  great  strength.   Our
international  volume grew eight percent  despite the weak economy in Mexico,  a
country which accounted for almost 20 percent of our  international  volume last
year.  We also began to see the  results of our  investments  in  high-potential
emerging markets.  For example, we regained cola share leadership in key Eastern
European markets, like Hungary and Poland. We also jumped to a 40 percent market
share in India and almost doubled our volume in Brazil.  In summary,  our global
beverage  business is well positioned for continued  strong growth,  in both the
U.S. and international markets."

Fourth Quarter
The five percent  increase in U.S. sales was primarily driven by price increases
initiated in the first quarter and volume gains  partially  offset by the impact
of the shorter  reporting  period.  The three  percent  increase in bottler case
sales, on top of an eight percent gain last year, reflected solid growth in both
our core brands and alternative beverages. However, the key driver of the growth
was packaging news led by the 20 oz. plastic bottle and the 24-can Cube package.
As a  result,  we  achieved  market  share  gains in our  major  bottle  and can
channels.  Alternative beverages grew 18 percent,  primarily due to double-digit
growth in our single-serve  Lipton Tea products and in All Sport. For the second
consecutive year, Lipton was the market share leader, with a 40 percent share in
single-serve teas in supermarkets.

Despite the robust growth in sales,  U.S.  beverage  profits  increased only one
percent due, in part, to the shorter reporting  period.  Included in the quarter
was spending on strategic  volume-building  initiatives,  like preparing to take
our Mug  Root  Beer  brand  national,  as well  as  investments  made to add new
accounts like Circle K, Jack-In-the-Box and Toys "R" Us.

                                      -3-

<PAGE>
International sales growth in the fourth quarter primarily was driven by volume.
Systemwide, the gain in bottler case sales was particularly impressive on top of
the 11 percent  growth  achieved in the fourth  quarter of last year.  Nearly 40
percent of the BCS growth this quarter  comes from  emerging  markets in Eastern
Europe, Central Asia, and India. In addition, Brazil, Venezuela and Thailand had
particularly strong volume growth.

International beverage profits doubled in the quarter. Although this performance
is very strong,  profits would have increased 162 percent if not for the shorter
reporting  period.  These  excellent  results  come from lower  advertising  and
marketing  expenses  and a gain on the  sale of  assets  in  Greece,  as well as
improved  performances in Poland, Saudi Arabia, and Brazil. This performance was
particularly  powerful  since Mexico,  our largest  profit  contributor in 1994,
continued  to  post  lower  volume  and  profits  due  to the  adverse  economic
environment.

<TABLE>

SNACK FOODS

<CAPTION>
                                 Summary of 1995 Ongoing Snack Food Results
                                                    ($MM)

                                          Q4                                                 FY
                    ------------------------------------------------     --------------------------------------------

                       Sales          Profits             Vol              Sales         Profits             Vol

- ------------------ -------- ------ -------- ------ ------------------- -------- ----- -------- ------ ------------------
                      $       %       $       %            %              $      %       $       %            %
<S>                <C>      <C>    <C>      <C>    <C>                 <C>      <C>    <C>     <C>     <C>    
                                                  
                                                                                               
- ------------------ -------- ------ -------- ------ ------------------- -------- ----- -------- ------ ------------------
U.S.                 1,669    4        347    6            9             5,495   10     1,132     10         11
- ------------------ -------- ------ -------- ------ ------------------- -------- ----- -------- ------ ------------------
<CAPTION>
                                                    Sweet     Salty                                    Sweet     Salty
- ------------------ -------- ------ -------- ------ --------- --------- -------- ----- -------- ------ --------- --------
Int'l.                 988  (13)       103   (9)      9         7        3,050   (6)      304   (14)     12       10
                       ---             ---                               -----            ---
- ------------------ -------- ------ -------- ------ --------- --------- -------- ----- -------- ------ --------- --------
      Total          2,657   (3)       450    3      N/A       N/A       8,545     3    1,436      4    N/A       N/A
- ------------------ -------- ------ -------- ------ --------- --------- -------- ----- -------- ------ --------- --------

[Note:  U.S. volume is measured in pounds; international volume in kilos.]
</TABLE>

     "Our snack business also had a terrific year," said Mr.  Calloway.  "In the
U.S. we achieved our second  consecutive year of double-digit  volume growth. We
also posted  double-digit  profit gains while investing  aggressively in several
strategic  initiatives - like the re-engineering of our distribution process and
our joint venture with Sara Lee focused on single-serve baked goods.
                     
                                         -4-
<PAGE>

"Outside the United States,  our snack business showed great resilience  despite
the dramatic effect of the Mexican peso  devaluation.  In 1994, Mexico accounted
for over 60 percent of our  international  snack  profits,  so overcoming a peso
devaluation  of about 50  percent  was a major  challenge.  However,  our  snack
businesses  outside of Mexico grew profits  more than 50 percent,  led by strong
gains in the U.K. and Brazil. This enabled us to end the year with international
snack profits down only 14 percent - quite a remarkable feat."

Fourth Quarter
The growth in U.S. sales was led by volume gains, moderated by the impact of the
shorter  reporting  period,  and by  increased  pricing.  Pound growth came from
double-digit  gains in Tostitos  brand salsas and  tortilla  chips as well as in
Rold Gold  brand  pretzels.  The  "Better  For You" line of  lowfat  and  no-fat
products  contributed  about 70  percent  of the  growth in sales and  nearly 40
percent of the growth in overall pound volume. Baked Lay's, which was rolled out
nationally but was still unadvertised in the fourth quarter,  contributed almost
25  percent  of the total  growth  in  "Better  for You"  volume.  Margins  were
relatively  consistent  with prior year,  as volume gains and lower  marketplace
investment  spending in 1995 were largely offset by investments in  distribution
and system improvements.

International  snack sales declined because of the adverse translation impact of
the devalued Mexican peso, volume declines at Sabritas, our salty snack business
in Mexico and the shorter  reporting  period.  All of our other major businesses
posted volume gains.  The increase in salty snack volume was led by an almost 60
percent  increase in Korea and a 34 percent  increase in the  Netherlands,  both
driven by successful in-bag promotions.  Brazil grew volume almost 30 percent on
top of an  exceptional  gain last  year,  capturing  more than 50 percent of the
market. Volume declines at Sabritas were significantly less than in the previous
quarter. The growth in sweet snack volume reflected continued double-digit gains
from our Mexican cookie business, Gamesa, and from Poland and France.

International margins improved modestly in the quarter as improved profitability
in the U.K.,  Gamesa and Poland  were  partially  offset by profit  declines  at
Sabritas and global brand marketing investments.

                                     -5-


<PAGE>

<TABLE>

RESTAURANTS

<CAPTION>
                                        Summary of 1995 Ongoing Restaurant Results
                                                        ($MM)

                                      Q4                                             FY
                    ----------------------------------------      -----------------------------------------
                        Sales           Profits         Vol          Sales         Profits         Vol
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
                       $       %       $        %        %         $        %        $      %        %
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
<S>                 <C>      <C>    <C>       <C>    <C>        <C>       <C>     <C>      <C>   <C>          
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
PH                    1,174     (1)      123     35          3     3,977       7      376    32           4
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
TB                    1,091     (2)      116     20        (5)     3,503       5      274     -         (4)
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
KFC                     555       8       32      -         14     1,722       5      103     2           7
                        ---               --                       -----              ---
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
Total U.S.            2,820       -      271     23        N/A     9,202       6      753    14         N/A
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- -----
Int'l                   676       5       27     50        N/A     2,126      16      114    61         N/A
                        ---               --                       -----              ---
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------
       Total          3,496       1      298     25        N/A    11,328       8      867    19         N/A
- ------------------- -------- ------ --------- ------ ---------- --------- ------- -------- ----- ----------

[Note:  U.S. volume growth is measured by same store sales.]
</TABLE>

"In 1995, we made tremendous progress in reinvigorating our restaurants,  a fact
reflected very clearly in a 19 percent gain in ongoing  profits and about a $500
million improvement in free cash," said Mr. Calloway.

"Early in the year we set out a new restaurant strategy focused on several major
efforts, including leveraging our scale, relying more heavily on franchisees for
system unit growth and upgrading our overall restaurant portfolio.  Our goal was
to return the business to solid double-digit profit growth.

"We've already made great strides. In international markets, we consolidated our
concepts  under  one  management  team  and,  as a  result,  we will now  report
international  restaurant  financial results as one unit. We also took advantage
of our scale in the U.S.  and  began the  consolidation  of the  purchasing  and
accounting functions for our three major U.S. businesses.  For the first time in
many years, we offered franchisees the opportunity to take a greater role in our
system development and significantly expand their existing markets, particularly
in the U.S. As a result,  we  refranchised  or licensed  some 300  company-owned
stores  worldwide  in  1995.  We  also  upgraded  our  company-owned  restaurant
portfolio  by closing  about 300  stores we  considered  underperformers.  These
actions helped us reduce the  proportion of  company-owned  stores  worldwide by
almost three percent in 1995.  In addition,  we provided for the cost of closing
nearly  200  additional  stores in 1996.  
 
                                         -6-
<PAGE>

When you add it all up, we had a great year in restaurants  and are clearly
well on our way to achieving the goals we set for ourselves last year."

Fourth Quarter
Worldwide  restaurant  sales  advanced only one percent  largely  because of the
impact of having one less week in the reporting period. For example, in the U.S.
sales  would have been up about six percent for a  comparable  16 week  quarter.
This increase reflects same store sales gains at KFC (U.S.) and Pizza Hut (U.S.)
and the impact of new units at Taco Bell.  The same store sales  increase at KFC
(U.S.)  was driven by the  extraordinary  success of new  products  like  Crispy
Strips  and  Chicken  Pot Pie.  The same store  sales  gains at Pizza Hut (U.S.)
reflected  the  continued  benefits  of the  success of Stuffed  Crust Pizza and
Chicken  Wings.  International  dollar  sales  growth  was  driven by new units,
primarily Pizza Huts.

Worldwide  profit  growth  primarily  reflected  the  $56  million  increase  in
refranchising  gains net of store closures  somewhat  moderated by the effect of
the shorter reporting period. The refranchising gains came primarily in the U.S.
from Taco Bell and Pizza Hut and therefore,  was a key factor in the U.S. profit
growth in the quarter.  The store closures  occurred at all four business units,
KFC, Pizza Hut, Taco Bell and PepsiCo Restaurants  International.  International
profit  growth  was  favorably  affected  by the  lapping  of a 1994  charge  to
consolidate  our  international  restaurant  concepts  into  one unit and by new
stores.  Excluding  the  impact  of the  shorter  reporting  period  and the net
refranchising  activity,  worldwide  restaurant  profits  achieved  a 12 percent
growth rate.


OTHER ITEMS

1995
53rd Week
PepsiCo's  fiscal year ends on the last Saturday in December and, as a result, a
week is added to the fourth  quarter and full year every five or six years.  The
extra  week in 1994 is  estimated  to have  increased  1994 full year and fourth
quarter sales by $434 million and earnings by $0.04 per share.  The  attachments
titled  "Supplemental  Schedule of Ongoing Operating Profit" indicate the impact
this had on profit growth by segment for the quarter and full year.

                                         -7-
<PAGE>

Acquisition Dilution
Dilution from acquisitions in their first year of ownership reduced earnings per
share by $0.03 and $0.04 in the quarter and full year, respectively.

Share Repurchases
During 1995,  PepsiCo  repurchased  12 million shares of its capital stock which
represented one and one-half percent of the shares  outstanding at the beginning
of fiscal 1995. PepsiCo has continued to repurchase shares in 1996.

Capital Spending
Capital spending for the year was approximately $2.1 billion.  This was slightly
less than 1994 and  reflects  a  reduction  of  approximately  $300  million  in
restaurants and an increase of $200 million in snack foods.

1995 Accounting Change
As  announced  on  January 9,  1996,  PepsiCo  adopted  Statement  of  Financial
Accounting  Standards  No. 121,  "Accounting  for the  Impairment  of Long-Lived
Assets  and for  Long-Lived  Assets to Be  Disposed  Of" (SFAS  121),  as of the
beginning of the fourth quarter of 1995.
SFAS 121 was issued in March of 1995 and is required to be adopted by 1996.

SFAS 121,  which had no cash  impact,  is a  required  accounting  change in the
method of determining and measuring impairment for long-lived assets used in the
business. The new standard resulted in an initial,  noncash charge in the fourth
quarter of $384 million  after-tax ($0.48 per share).  The charge results from a
change in the  grouping of  long-lived  assets and is  primarily  related to our
restaurant  business.  During the quarter,  a decision was made to close some of
the restaurants included in the charge. Of the $0.48 charge, approximately $0.06
is related to these stores.  An additional $0.02 was recorded in the quarter for
other costs to close these stores, primarily future lease obligations.

The SFAS 121 charge resulted in a noncash benefit to fourth quarter  earnings of
approximately  $0.02  per  share  from  reduced  depreciation  and  amortization
expense. There will also be a benefit from reduced depreciation and amortization
in future years.

                                         -8-
<PAGE>

1994
BAESA Gain
PepsiCo recorded a one-time,  noncash gain of $18 million ($17 million after-tax
or $0.02 per  share)  resulting  from a public  offering  of shares by BAESA,  a
franchised bottling affiliate in South America.

Accounting for Pension Assets
PepsiCo  changed to a preferred  method of accounting for pension plan assets in
the  determination  of annual pension  expense.  The  cumulative  effect of this
noncash  item  relating to years prior to 1994 was a credit of $38 million  ($23
million after-tax or $0.03 per share).

Accounting for Postemployment Benefits
PepsiCo was required to adopt  Statement of Financial  Accounting  Standards No.
112,  "Employers'  Accounting  for  Postemployment  Benefits"  (SFAS  112).  The
cumulative  effect of  adopting  SFAS 112, an $84  million  noncash  charge ($55
million after-tax or $0.07 per share),  principally represented estimated future
severance costs related to services provided by employees prior to 1994.

                                          -9-
<PAGE>

                           PepsiCo, Inc. and Subsidiaries
                          Consolidated Statement of Income
                 (in millions except per share amounts, unaudited)
                                    16 Weeks       17 Weeks         % Change   
                                      Ended          Ended         As       On-
                                    12/30/95       12/31/94       Rept'd   going
                                                     (a)                    (b)
Net Sales                           $9,251         $9,122            1       1

Costs and Expenses, net:
  Cost of sales                      4,562          4,413            3       3
  Selling, general and
   administrative expenses           3,609 (c)      3,707           (3)     (3)
  Amortization of intangible
   assets                              102             98            4       4
  Impairment of long-lived
   assets                              520 (d)          -           NM      NM
                                     -----          -----

Operating Profit                       458 (e)        904          (49)      8

  Interest expense                    (200)          (211)          (5)     (5)
  Interest income                       42             31           35      35
                                     -----          -----

Income Before Income Taxes             300            724          (59)     13

Provision for Income Taxes(f)          119            211          (44)     2
                                     -----          -----

Net Income                          $  181         $  513          (65)     10
                                    
                                    
Net Income Per Share                $ 0.22         $ 0.64          (66)      9
                                     

Average shares outstanding             807            801            1       1

NM   = Not  Meaningful.
  
NOTES:  

(a)  PepsiCo's  fiscal  year ends on the last  Saturday  in  December  and, as a
     result,  a week is added every 5 or 6 years. The 17th week increased fourth
     quarter 1994 net sales by approximately  $434 and earnings by approximately
     $54 ($35 after-tax or $0.04 per share).  See Supplemental  Schedules of Net
     Sales and Operating Profit and Ongoing Operating Profit.

(b)  Excludes the initial,  noncash  charge upon  adoption of SFAS 121. See Note
     (d).

(c)  Includes a net gain of $51 ($28  after-tax or $0.03 per share) in 1995 from
     sales of restaurants in excess of the costs of closing other restaurants.

(d)  Represents the initial,  noncash charge ($384 after-tax or $0.48 per share)
     upon adoption of SFAS 121 as of the  beginning of the fourth  quarter which
     included $68 ($49 after-tax or $0.06 per share) related to restaurants  for
     which closure decisions were made during the fourth quarter.

(e)  As a result of the reduced carrying amount of certain  long-lived assets to
     be held and used in the  business,  due to the  SFAS 121  initial,  noncash
     charge,  depreciation  and  amortization  expense  was  reduced by $21 ($15
     after-tax or $0.02 per share).

(f)  The effective  tax rates were 39.7% (31.1%  Ongoing - see Note (b)) in 1995
     and 29.1% in 1994.

                                        -10-


<PAGE>

                           PepsiCo, Inc. and Subsidiaries
              Supplemental Schedule of Net Sales and Operating Profit
                              (in millions, unaudited)
 
                     Net Sales                    Operating Profit/(Loss)
             16 Weeks   17 Weeks                16 Weeks    17 Weeks
              Ended      Ended       %           Ended       Ended        %
             12/30/95   12/31/94   Change       12/30/95    12/31/94    Change
                           (a)                     (b)           (a)

Beverages
- -U.S.        $2,042        $1,951     5          $ 269          $266        1
- -Int'l        1,056           988     7            (28)           17       NM 
              -----         -----                  ---           ---
              3,098         2,939     5            241           283      (15)

Snack Foods
- -U.S.         1,669         1,599     4            347           326        6
- -Int'l          988         1,131   (13)            99           113      (12)
              -----                  ---           ---           ---
              2,657         2,730    (3)           446           439        2

Restaurants (c)
- -U.S.         2,820         2,808     -            (31)          220       NM
- -Int'l          676           645     5           (108)           18       NM
              -----         -----                  ---           ---
              3,496         3,453     1           (139)          238       NM

Total
- -U.S.         6,531         6,358     3            585           812      (28)
- -Int'l        2,720         2,764    (2)           (37)          148       NM
              -----         -----                  ---           ---
             $9,251        $9,122     1            548           960      (43)

Equity (Loss)/Income                               (22)            3       NM

Other Unallocated Expenses,
 net (d)                                           (68)          (59)      15 
                                                   ---           ---

Operating Profit                                 $ 458          $904      (49)

Results by U.S. Restaurant Chain (e):

Pizza Hut    $1,174        $1,184    (1)         $  55          $ 91      (40)
Taco Bell     1,091         1,109    (2)           (53)           97       NM
KFC             555           515     8            (33)           32       NM
              -----         -----                   ---          ---
Total U.S.   $2,820        $2,808     -          $ (31)         $220       NM


NM = Not Meaningful.












                                        -11-


<PAGE>

NOTES:

(a)  PepsiCo's  fiscal  year ends on the last  Saturday  in  December  and, as a
     result,  a week is added every 5 or 6 years.  The  additional  week in 1994
     adversely  affected the 1995 fourth  quarter  growth rate of each  business
     segment's net sales by approximately  five or six points. On a consolidated
     basis,  net sales  growth was  adversely  affected  by  approximately  five
     points, although U.S. and international  operations were adversely affected
     by six and four points, respectively.  See Supplemental Schedule of Ongoing
     Operating  Profit for the effect of the additional week on the growth rates
     of ongoing operating profit.

(b)  Includes  the  initial,  noncash  charge  upon  adoption  of SFAS 121.  See
     Supplemental  Schedule  of Ongoing  Operating  Profit for the effect of the
     charge on each business  segment and equity income and the growth rates for
     ongoing operating profit.

(c)  Includes a net gain of $51 (Pizza  Hut-$20,  Taco  Bell-$39,  KFC-($5)  and
     International-($3))  in 1995  from  sales of  restaurants  in excess of the
     costs of closing other restaurants.

(d)  Includes  corporate  headquarters  expenses,  minority  interests,  foreign
     exchange  translation and transaction  gains and losses and other items not
     allocated to the business segments.

(e)  PepsiCo  has  historically  provided  results  for each of its three  major
     restaurant  concepts  (which  included  the results of other U.S.  concepts
     managed by Taco Bell and Pizza Hut) on a worldwide  basis.  Beginning  with
     the fourth  quarter of 1995,  PepsiCo has changed the  presentation  of the
     restaurant  results to more  closely  reflect how we  currently  manage the
     business.  Net sales and  operating  profit  are now  provided  for each of
     PepsiCo's  three major U.S.  concepts  (including  the results of the other
     concepts  managed  by  Taco  Bell  and  Pizza  Hut)  and in  total  for the
     international restaurant operations.  Previously reported amounts have been
     restated to conform to the current presentation.
























                                        -12-


<PAGE>

                           PepsiCo, Inc. and Subsidiaries
                 Supplemental Schedule of Ongoing Operating Profit
                      For the 16 Weeks Ended December 30, 1995
                             ($ in millions, unaudited)

                  Operating Profit/(Loss)           Growth Rates vs. 1994
                             SFAS                                       Ongoing
                   As         121       On-       As        On-         Ex 17th
                  Rpt'd      Chrg      going     Rpt'd     going          Week 
                             (a)                                           (b)
Beverages
- -U.S.             $ 269      $  -      $  269       1          1          6
- -Int'l              (28)       62          34      NM        100        162
                    ---        --         ---
                    241        62         303     (15)         7         14

Snack Foods
- -U.S.               347         -         347       6          6         15
- -Int'l               99         4         103     (12)        (9)        (6)
                    ---        --         --- 
                    446         4         450       2          3          9

Restaurants
- -U.S.               (31)      302         271      NM         23         36
- -Int'l             (108)      135          27      NM         50         80
                   ----       ---         ---
                   (139)      437         298      NM         25         39

Total
- -U.S.               585       302         887     (28)         9         17
- -Int'l              (37)      201         164      NM         11         19
                    ---       ---       ----- 
                    548       503       1,051     (43)         9         18

Equity (Loss)/
Income              (22)       17          (5)     NM         NM         NM

Other Unallocated
 Expenses, net      (68)        -         (68)     15         15         17
                    ---       ---        -----

Operating
 Profit           $ 458      $520      $  978     (49)         8         17

Results by U.S. Restaurant Chain (c):

Pizza Hut         $  55      $ 68      $  123     (40)        35         46
Taco Bell           (53)      169(d)      116      NM         20         32
KFC                 (33)       65          32      NM          -         14
                   -----      ---         ---
Total U.S.        $ (31)     $302      $  271      NM         23         36


NM = Not Meaningful.










                                        -13-


<PAGE>

NOTES:

(a)  Represents the initial, noncash charge upon adoption of SFAS 121.

(b)  PepsiCo's  fiscal  year ends on the last  Saturday  in  December  and, as a
     result, a week is added every 5 or 6 years. The estimated  operating profit
     for the additional week in 1994 has been excluded in determining the growth
     rates.

(c)  PepsiCo  has  historically  provided  results  for each of its three  major
     restaurant  concepts  (which  included  the results of other U.S.  concepts
     managed by Taco Bell and Pizza Hut) on a worldwide  basis.  Beginning  with
     the fourth  quarter of 1995,  PepsiCo has changed the  presentation  of the
     restaurant  results to more  closely  reflect how we  currently  manage the
     business.  Net sales and  operating  profit  are now  provided  for each of
     PepsiCo's  three major U.S.  concepts  (including  the results of the other
     concepts  managed  by  Taco  Bell  and  Pizza  Hut)  and in  total  for the
     international restaurant operations.  Previously reported amounts have been
     restated to conform to the current presentation.

(d)  More than half of the Taco Bell  charge is  attributable  to Hot 'n Now and
     Chevys.




































                                        -14-


<PAGE>

                           PepsiCo, Inc. and Subsidiaries
                          Consolidated Statement of Income
                 (in millions except per share amounts, unaudited)
                                      52 Weeks     53 Weeks         % Change   
                                        Ended        Ended         As       On-
                                      12/30/95     12/31/94       Rept'd   going
                                                     (a)                    (b)
Net Sales                             $30,421      $28,472           7       7

Costs and Expenses, net:
  Cost of sales                        14,886       13,715           9       9
  Selling, general and
   administrative expenses             11,712(c)    11,244           4       4
  Amortization of intangible
   assets                                 316          312           1       1
  Impairment of long-lived
   assets                                 520(d)         -          NM      NM
                                       -------      ------

Operating Profit                        2,987(e)     3,201          (7)     10

   Gain on stock offering
    by an affiliate                         -           18(f)       NM      NM
   Interest expense                      (682)        (645)          6       6
   Interest income                        127           90          41      41
                                       ------        ------

Income Before Income Taxes and
 Cumulative Effect of Accounting
  Changes                               2,432        2,664          (9)     12

Provision for Income Taxes (g)            826          880          (6)      9
                                       ------        ------

Income Before Cumulative Effect
 of Accounting Changes                  1,606        1,784         (10)     13

Cumulative Effect of Accounting
 Changes:
   Postemployment benefits (net
    of tax benefit of $29)                  -          (55)(h)      NM      NM
   Pension assets (net of
    tax expense of $15)                     -           23 (h)      NM      NM
                                       ------       ------

Net Income                            $ 1,606      $ 1,752          (8)     15

Income (Charge) Per Share:

 Before cumulative effect of
  accounting changes                     2.00         2.22         (10)     13

Cumulative effect of accounting
 changes:
   Postemployment benefits                  -        (0.07)(h)      NM      NM
   Pension assets                           -         0.03 (h)      NM      NM
                                       ------       ------

Net Income Per Share                  $  2.00      $  2.18          (8)     15

Average shares outstanding                804          804           -       -

NM = Not Meaningful.
                                        -15-


<PAGE>

NOTES:

(a)  PepsiCo's  fiscal  year ends on the last  Saturday  in  December  and, as a
     result,  a week is added every 5 or 6 years.  The 53rd week  increased 1994
     net sales by  approximately  $434 and  earnings by  approximately  $54 ($35
     after-tax or $0.04 per share). See Supplemental  Schedules of Net Sales and
     Operating Profit and Ongoing Operating Profit.

(b)  Excludes the initial,  noncash  charge upon  adoption of SFAS 121 (see Note
     (d)) and the one-time, noncash BAESA gain (see Note (f)).

(c)  Includes a net gain of $51 ($27  after-tax or $0.03 per share) in 1995 from
     sales of restaurants in excess of the costs of closing other restaurants.

(d)  Represents the initial,  noncash charge ($384 after-tax or $0.48 per share)
     upon adoption of SFAS 121 as of the  beginning of the fourth  quarter which
     included $68 ($49 after-tax or $0.06 per share) related to restaurants  for
     which closure decisions were made during the fourth quarter.

(e)  As a result of the reduced carrying amount of certain  long-lived assets to
     be held and used in the  business,  due to the  SFAS 121  initial,  noncash
     charge,  depreciation and  amortization  expense for the fourth quarter was
     reduced by $21 ($15 after-tax or $0.02 per share)

(f)  Represents  a one-time,  noncash  gain ($17  after-tax  or $0.02 per share)
     arising  from a public  share  offering  by BAESA,  a  franchised  bottling
     affiliate in South America.

(g)  The effective  tax rates were 34.0% (32.6%  Ongoing - see Note (b)) in 1995
     and 33.0% in 1994.

(h)  Represents the cumulative  effect of the required  adoption of Statement of
     Financial  Accounting   Standards  No.  112,  "Employers'   Accounting  for
     Postemployment Benefits," and a change to a preferable method of accounting
     for  pension  plan  assets in the  determination  of pension  expense.  The
     cumulative  effect of  accounting  changes  represents  the effect on years
     prior to 1994.























                                        -16-


<PAGE>

                           PepsiCo, Inc. and Subsidiaries
              Supplemental Schedule of Net Sales and Operating Profit
                              (in millions, unaudited)

                     Net Sales                    Operating Profit/(Loss) 
             52 Weeks   53 Weeks                52 Weeks    53 Weeks
               Ended      Ended       %           Ended       Ended         %
             12/30/95   12/31/94    Change      12/30/95    12/31/94     Change
                           (a)                     (b)         (a)

Beverages
- -U.S.         $ 6,977        $ 6,541   7          $1,145         $1,022     12
- -Int'l          3,571          3,146  14             164            195    (16
               ------         ------               -----          -----
               10,548          9,687   9           1,309          1,217      8

Snack Foods
- -U.S.           5,495          5,011  10           1,132          1,025     10
- -Int'l          3,050          3,253  (6)            300            352    (15)
               ------         ------               -----          -----
                8,545          8,264   3           1,432          1,377      4

Restaurants (c)
- -U.S.           9,202          8,694   6             451            659    (32)
- -Int'l          2,126          1,827  16             (21)            71     NM
               ------         ------               -----          -----
               11,328         10,521   8             430            730    (41)

Total
- -U.S.          21,674         20,246   7           2,728          2,706      1
- -Int'l          8,747          8,226   6             443            618    (28)
               ------         ------               -----          -----
              $30,421        $28,472   7           3,171          3,324     (5)

Equity (Loss)/Income                                  (3)            38     NM

Other Unallocated Expenses,
 net (d)                                            (181)          (161)    12
                                                   -----          -----
Operating Profit                                  $2,987         $3,201     (7)

Results by U.S. Restaurant Chain (e):

Pizza Hut     $ 3,977        $ 3,712   7          $  308         $  285      8
Taco Bell       3,503          3,340   5             105            273    (62)
KFC             1,722          1,642   5              38            101    (62)
               ------         ------               -----          -----
Total
 U.S.         $ 9,202        $ 8,694   6          $  451         $  659    (32)


NM = Not Meaningful.











                                        -17-
<PAGE>
NOTES:

(a)  PepsiCo's  fiscal  year ends on the last  Saturday  in  December  and, as a
     result,  a week is added every 5 or 6 years.  The  additional  week in 1994
     adversely  affected  the 1995 growth rate of each  business  segment's  net
     sales by approximately one or two points. Consolidated net sales growth was
     adversely   affected  by  approximately   two  points,  as  were  U.S.  and
     international  operations.  See Supplemental  Schedule of Ongoing Operating
     Profit for the effect of the additional week on the growth rates of ongoing
     operating profit.

(b)  Includes  the  initial,  noncash  charge  upon  adoption  of SFAS 121.  See
     Supplemental  Schedule  of Ongoing  Operating  Profit for the effect of the
     charge on each business  segment and equity income and the growth rates for
     ongoing profit.

(c)  Includes a net gain of $51 (Pizza  Hut-$24,  Taco  Bell-$38,  KFC-($7)  and
     International-($4))  in 1995  from  sales of  restaurants  in excess of the
     costs of closing other restaurants.

(d)  Includes  corporate  headquarters  expenses,  minority  interests,  foreign
     exchange  translation and transaction  gains and losses and other items not
     allocated to the business segments.

(e)  PepsiCo  has  historically  provided  results  for each of its three  major
     restaurant  concepts  (which  included  the results of other U.S.  concepts
     managed by Taco Bell and Pizza Hut) on a worldwide  basis.  Beginning  with
     the fourth  quarter of 1995,  PepsiCo has changed the  presentation  of the
     restaurant  results to more  closely  reflect how we  currently  manage the
     business.  Net sales and  operating  profit  are now  provided  for each of
     PepsiCo's  three major U.S.  concepts  (including  the results of the other
     concepts  managed  by  Taco  Bell  and  Pizza  Hut)  and in  total  for the
     international restaurant operations.  Previously reported amounts have been
     restated to conform to the current presentation.

























                                        -18-
<PAGE>

                           PepsiCo, Inc. and Subsidiaries
                 Supplemental Schedule of Ongoing Operating Profit
                      For the 52 Weeks Ended December 30, 1995
                             ($ in millions, unaudited)

                  Operating Profit/(Loss)             Growth Rates vs. 1994  
                             SFAS                                       Ongoing
                   As         121       On-       As        On-         Ex 53rd
                  Rpt'd      Chrg      going     Rpt'd     going          Week 
                              (a)                                          (b)

Beverages
- -U.S.             $1,145         -     $1,145       12       12          13
- -Int'l               164        62        226      (16)      16          18
                   -----     -----      -----
                   1,309        62      1,371        8       13          14

Snack Foods
- -U.S.              1,132         -      1,132       10       10          13
- -Int'l               300         4        304      (15)     (14)        (13)
                   -----     -----      -----
                   1,432         4      1,436        4        4           6

Restaurants
- -U.S.                451       302        753      (32)      14          18
- -Int'l               (21)      135        114       NM       61          6
                   -----     -----      -----    
                     430       437        867      (41)      19          23

Total
- -U.S.              2,728       302      3,030        1       12          14
- -Int'l               443       201        644      (28)       4           6
                   -----     -----      ----- 
                   3,171       503      3,674       (5)      11          13

Equity (Loss)/
Income                (3)       17         14       NM      (63)        (63)

Other Unallocated
 Expenses, net      (181)        -       (181)      12       12          13
                   -----     -----      -----
Operating
 Profit           $2,987     $ 520     $3,507       (7)      10          11

Results by U.S. Restaurant Chain (c):

Pizza Hut         $  308     $  68     $  376        8       32          35
Taco Bell            105       169(d)     274      (62)       -           4
KFC                   38        65        103      (62)       2           6
                   -----     -----      -----     
Total U.S.        $  451     $ 302     $  753      (32)      14          18


NM = Not Meaningful.









                                        -19-


<PAGE>

NOTES:

(a)  Represents the initial, noncash charge upon adoption of SFAS 121.

(b)  PepsiCo's  fiscal  year ends on the last  Saturday  in  December  and, as a
     result, a week is added every 5 or 6 years. The estimated  operating profit
     for the additional week in 1994 has been excluded in determining the growth
     rates.

(c)  PepsiCo  has  historically  provided  results  for each of its three  major
     restaurant  concepts  (which  included  the results of other U.S.  concepts
     managed by Taco Bell and Pizza Hut) on a worldwide  basis.  Beginning  with
     the fourth  quarter of 1995,  PepsiCo has changed the  presentation  of the
     restaurant  results to more  closely  reflect how we  currently  manage the
     business.  Net sales and  operating  profit  are now  provided  for each of
     PepsiCo's  three major U.S.  concepts  (including  the results of the other
     concepts  managed  by  Taco  Bell  and  Pizza  Hut)  and in  total  for the
     international restaurant operations.  Previously reported amounts have been
     restated to conform to the current presentation.

(d)  More than half of the Taco Bell  charge is  attributable  to Hot 'n Now and
     Chevys.




































                                        -20-




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission