Acquisitions & Divestitures (Notes)

6 Months Ended

Jun. 12, 2021

Acquisitions & Divestitures [Abstract]

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Acquisitions and Divestitures

2020 Acquisitions

On March 23, 2020, we acquired all of the outstanding shares of Pioneer Foods, a food and beverage company in South Africa with exports to countries across the globe, for 110.00 South African rand per share in cash. The total consideration transferred was approximately $1.2 billion and was funded by two unsecured bridge loan facilities entered into by one of our international consolidated subsidiaries, which were fully repaid in April 2020.

In connection with our acquisition of Pioneer Foods, we have made certain commitments to the South Africa Competition Commission, including a commitment to provide the equivalent of 7.8 billion South African rand, or approximately $0.4 billion as of the acquisition date, in value for the benefit of our employees, agricultural development, education, developing Pioneer Foods’ operations and enterprise development programs in South Africa. Included in this commitment is 2.3 billion South African rand, or approximately $0.1 billion, relating to the implementation of an employee ownership plan and an agricultural, entrepreneurship and educational development fund, which is an irrevocable condition of the acquisition. This commitment was recorded in selling, general and administrative expenses primarily in the year ended December 26, 2020 and is expected to be settled primarily in the second half of 2021. The remaining commitment of 5.5 billion South African rand, or approximately $0.3 billion as of the

acquisition date, relates to capital expenditures and/or business-related costs which will be incurred and recorded over a five-year period from the acquisition date.

On April 24, 2020, we acquired Rockstar, an energy drink maker with whom we had a distribution agreement prior to the acquisition, for an upfront cash payment of approximately $3.85 billion and contingent consideration related to estimated future tax benefits associated with the acquisition of approximately $0.88 billion. See Note 9 for further information about the contingent consideration.

On June 1, 2020, we acquired all of the outstanding shares of Be & Cheery, one of the largest online snacks companies in China, from Haoxiangni Health Food Co., Ltd. for cash. The total consideration transferred was approximately $0.7 billion.

We accounted for the 2020 transactions as business combinations. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the respective dates of acquisition. The purchase price allocations for each of the 2020 acquisitions were finalized in the 12 weeks ended June 12, 2021. The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisitions of Pioneer Foods, Rockstar and Be & Cheery and the resulting goodwill as of the respective acquisition dates.


	Pioneer Foods		Rockstar		Be & Cheery
Acquisition date	March 23, 2020		April 24, 2020		June 1, 2020
Inventories	$	229	$	52	$	45
Property, plant and equipment	379		8		60
Amortizable intangible assets	52		—		98
Nonamortizable intangible assets	183		2,400		309
Other assets and liabilities	(53)		(9)		(24)
Net deferred income taxes	(117)		—		(99)
Noncontrolling interest	(5)		—		—
Total identifiable net assets	668		2,451		389
Goodwill	558		2,278		309
Total purchase price	$	1,226	$	4,729	$	698

Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.

The goodwill recorded as part of the acquisition of Pioneer Foods primarily reflects synergies expected to arise from our combined brand portfolios and distribution networks, and is not deductible for tax purposes. All of the goodwill is recorded in the AMESA segment.

The goodwill recorded as part of the acquisition of Rockstar primarily represents the value of PepsiCo’s expected new innovation in the energy category and is deductible for tax purposes. All of the goodwill is recorded in the PBNA segment.

The goodwill recorded as part of the acquisition of Be & Cheery primarily reflects growth opportunities for PepsiCo as we leverage Be & Cheery’s direct-to-consumer and supply chain capabilities and is not deductible for tax purposes. All of the goodwill is recorded in the APAC segment.

Inventory Fair Value Adjustments and Merger and Integration Charges

A summary of our inventory fair value adjustments and merger and integration charges is as follows:


	12 Weeks Ended				24 Weeks Ended
	6/12/2021		6/13/2020		6/12/2021		6/13/2020
Cost of sales	$	1	$	19	$	1	$	19
Selling, general and administrative expenses	24		199		14		224
Total	$	25	$	218	$	15	$	243
After-tax amount	$	21	$	205	$	14	$	227
Net income attributable to PepsiCo per common share	$	(0.02)	$	(0.15)	$	(0.01)	$	(0.16)

Inventory fair value adjustments and merger and integration charges primarily include fair value adjustments to the acquired inventory included in the acquisition-date balance sheets (recorded in cost of sales), merger and integration charges and other transaction-related costs (recorded in selling, general and administrative expenses). Merger and integration charges include liabilities to support socioeconomic programs in South Africa, closing costs, employee-related costs, changes in the fair value of contingent consideration, contract termination costs and other integration costs.

Inventory fair value adjustments and merger and integration charges by division are as follows:


	12 Weeks Ended				24 Weeks Ended
	6/12/2021		6/13/2020		6/12/2021		6/13/2020		Transaction
FLNA	$	—	$	2	$	2	$	25	BFY Brands
PBNA	1		43		2		43		Rockstar

AMESA	6		157		7		159		Pioneer Foods
APAC	3		—		3		—		Be & Cheery
Corporate (a)	15		16		1		16
Total	$	25	$	218	$	15	$	243

(a) Relates to changes in the fair value of contingent consideration associated with our acquisition of Rockstar, as well as other transaction-related costs.