Fitch Rates PepsiCo's EUR1 Billion Sr. Note Issuance 'A'; Outlook Stable

CHICAGO--()--Fitch Ratings has assigned an 'A' rating to PepsiCo, Inc.'s (PepsiCo) newly issued EUR1 billion two tranche notes offering including EUR500 million seven year 1.75% senior notes and EUR500 million 12 year 2.625% senior notes. PepsiCo plans to use the net proceeds for general corporate purposes, including the repayment of commercial paper. The Rating Outlook is Stable. PepsiCo had approximately $32.1 billion of debt at the end of the first quarter 2014.

The notes will be issued by PepsiCo, Inc. and will rank equally with PepsiCo's senior unsecured obligations. Significant covenants include limitations on secured debt and conditions related to consolidation, mergers or the sale of assets. PepsiCo is not bound by any financial covenants. The notes are callable by PepsiCo subject to a make-whole provision.

KEY RATING DRIVERS

PepsiCo's ratings reflect its considerable financial flexibility, substantial cash flow, significant scale, product diversification, increasing exposure to faster growing emerging markets, and position as the world's second largest food and beverage company. PepsiCo's $66.4 billion of net revenue during 2013 was split approximately 52% food / 48% beverages. Roughly 49% of PepsiCo's revenues are generated outside of the United States with emerging or developing markets representing a little over one-third of the total revenues.

PepsiCo's brand strength is demonstrated by its portfolio that consists of 22 brands; including Pepsi, Gatorade, Lay's, Doritos, and Quaker, with more than $1 billion in annual retail sales that are typically No. 1 or No. 2 in their respective categories. PepsiCo's financial profile is supported by the strong cash generation derived from its brand strength. Annual cash flow from operations (CFO) and free cash flow (FCF) have averaged $8.9 billion and $2.6 billion, respectively for the past four years. Fitch expects PepsiCo to generate in the range of $10 billion in CFO and at least $3 billion in FCF for 2014 driven in part by its cost savings initiatives. PepsiCo's last 12 months CFO was $9.2 billion as of March 22, 2014. PepsiCo's primary goals are investing in its business, returning cash to shareholders and maintaining credit ratings that provide ready access to global capital and credit markets including tier 1 commercial paper.

PepsiCo's financial strategy, historically viewed as aggressive, is also factored into the ratings. PepsiCo, which has experienced pressure from an activist investor, has indicated plans to grow overall shareholder returns for 2014 in excess of $2 billion or approximately 35%. PepsiCo will increase share repurchases to $5 billion for 2014 from $3 billion in 2013. Share buybacks had averaged $2.3 billion per year, net of stock options and tax benefit, since 2010. During the first quarter, PepsiCo repurchased $1.2 billion shares of common stock.

PepsiCo will also increase the dividend per share by 15% to $2.62 per share for an approximate total dividend of $3.7 billion. PepsiCo's dividend per share has typically grown annually by 6% or more over the past several years, with a total dividend of $3.4 billion for 2013. Consequently, Fitch views these plans negatively from a credit perspective as PepsiCo will increase debt to fund the increased shareholder return. However, PepsiCo's current anticipated leverage for 2014 is within Fitch's rating expectations.

PepsiCo's challenges include global concerns with health and wellness trends, increased excise taxes on its products in certain markets, mature developed markets and sentiment toward artificial sweeteners that grew increasingly negative during 2013 with diet CSD volume declines accelerating in the U.S. Several of PepsiCo's developed markets are more mature with stagnant or declining per capita consumption trends, weak economies and/or low population growth. This places more dependence on growth in emerging markets and on new product innovation thus likely increasing the firm's longer-term operating risk.

Notably, PepsiCo maintains a good breadth of products across its beverage segment with strong positions in its non-carbonated soft drinks to balance the declines within its CSD portfolio. However, PepsiCo and the rest of the industry must successfully develop new beverage products that are healthier, natural sweetener based with lower calorie options to evolve their portfolios. Fitch anticipates that innovation will not fully ameliorate the continued CSD declines in some developed markets due to changing habits that are causing some consumers to leave the carbonated soft drink category for healthier options.

Operationally, PepsiCo is focused on increasing brand support to grow market share, expanding its emerging market presence, growing its nutrition business, reducing overhead, and leveraging technology and processes across its organization. PepsiCo has made noticeable progress on this strategy therefore Fitch believes PepsiCo's strategic initiatives should help the company improve trends. Furthermore, PepsiCo announced an incremental five-year $5 billion productivity program that should allow the company significant flexibility to reinvest into the business.

Credit Statistics

For the first quarter 2014, total debt-to-operating EBITDA was 2.4x, operating EBITDA-to-gross interest expense was 14.5x, and FFO adjusted leverage was 3.6x. PepsiCo's leverage is modestly higher than similarly rated food and beverage companies but ratings are supported by, as mentioned previously, the company's substantial and stable FCF, significant scale, diversification, and brand leadership. Fitch believes downside ratings risk is present if PepsiCo further increases debt to fund higher shareholder returns.

Fitch's ratings reflect expectations that total debt-to-operating EBITDA leverage will rise to the 2.4x to 2.5x range for 2014 which further reduces flexibility at its current rating. PepsiCo's cash flow growth should benefit from its strategic initiatives around brand support and productivity as savings are realized. PepsiCo's 2014 operating cash flow will not be materially affected by pension and retirement medical plan contributions. PepsiCo U.S. pension is well-funded at approximately 97% as the company expects to make global contributions of approximately $190 million in 2014 compared to payments of almost $1.5 billion in 2012.

Liquidity, Covenants, and Maturities:

PepsiCo maintains good liquidity. At the end of the first quarter 2014, the firm had $10.1 billion of cash and short-term investments, with $9.1 billion of the cash offshore. This compares to $6.6 billion of cash with $5.3 billion offshore in 2012. PepsiCo has combined capacity of $5.85 billion under its 364-day and five-year revolving credit facilities. PepsiCo's revolvers expire in June 2014 and June 2018, respectively, and are not bound by financial covenants. Fitch recognizes that repatriation of cash could result in incremental taxes but believes PepsiCo would more likely use the cash to grow in overseas markets. Upcoming maturities of long-term debt are $500 million in 2014, $4.1 billion in 2015 and $3.1 billion in 2016. PepsiCo had issued $4.9 billion in commercial paper, an increase of $2 billion from the end of 2013.

PepsiCo guarantees all of the senior notes of its bottling subsidiaries - Pepsi-Cola Metropolitan Bottling Company (PMBC) which is wholly owned by PepsiCo and Bottling Group, LLC (wholly owned by PMBC). While the notes of PMBC and Bottling Group, LLC are structurally superior to the notes issued by PepsiCo, Inc., Fitch has chosen not to make a distinction in the ratings at the single-A level as default risk is very low.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to a positive rating action include:

--Total debt-to-operating EBITDA below 2.0x and Fitch's belief that PepsiCo would manage its balance sheet to sustain an 'A+' rating. Currently, Fitch does not view this as likely given the increase in cash returned to shareholders.

Future developments that may, individually or collectively, lead to a negative rating action include:

--Significant debt-financed acquisitions and/or deteriorating operating performance that causes total debt-to-operating EBITDA to be sustained above the mid-2.0x level;

--Substantial and sustained declines in cash flow would also likely prompt negative rating actions;

--Financial policy changes including higher level of share repurchases or dividends that would increase financial leverage.

Fitch's currently rates PepsiCo as follows:

PepsiCo (Parent)

--Long-term Issuer Default Rating (IDR) 'A';

--Senior unsecured debt 'A';

--Bank credit facilities 'A';

--Short-term IDR 'F1';

--Commercial paper program 'F1'.

Pepsi-Cola Metropolitan Bottling Company, Inc. (Operating Company/Intermediate Holding Co.)

--Long-term IDR 'A';

--Guaranteed senior notes 'A'.

Bottling Group, LLC (Operating Company)

--Long-term IDR 'A';

--Guaranteed senior notes 'A'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 5, 2013).

Applicable Criteria and Related Research:

Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715139

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=827662

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Contacts

Fitch Ratings
Primary Analyst
William Densmore
Senior Director
+1-312-368-3125
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Carla Norfleet Taylor, CFA
Director
+1-312-368-3195
or
Committee Chairperson
Wesley Moultrie II, CPA
Managing Director
+1-312-368-3186
or
Media Relations:
Brian Bertsch, +1-212-908-0549 (New York)
brian.bertsch@fitchratings.com

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Contacts

Fitch Ratings
Primary Analyst
William Densmore
Senior Director
+1-312-368-3125
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Carla Norfleet Taylor, CFA
Director
+1-312-368-3195
or
Committee Chairperson
Wesley Moultrie II, CPA
Managing Director
+1-312-368-3186
or
Media Relations:
Brian Bertsch, +1-212-908-0549 (New York)
brian.bertsch@fitchratings.com