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About Cadbury Schweppes Cadbury Schweppes is the world's largest confectionery company and has strong regional beverages businesses in North America and Australia. With origins stretching back over 200 years, today Cadbury Schweppes' products - which include brands such as Cadbury, Schweppes, Halls, Trident, Dr Pepper, Snapple, Trebor, Dentyne, Bubblicious and Bassett - are enjoyed in almost every country around the world. The Group employs over 70,000 people.
About Cadbury plc Cadbury plc is the world's largest confectionery business with number one or number two positions in 20 of the world's 50 largest confectionery markets. It also has the largest and most broadly spread emerging markets business of any confectionery company. With origins stretching back over 150 years, Cadbury's brands include many global, regional and local favourites including Cadbury, Creme Egg and Green and Black's in chocolate; Trident, Dentyne, Hollywood and Bubbaloo in gum; and Halls, Cadbury Eclairs, Maynards and the Natural Confectionery Company in candy.
Cadbury plc's goal is to leverage its scale and advantaged positions to maximise growth and returns by:
- Driving growth through a concentration on "fewer, faster, bigger, better" participation and innovation, supported by its global category structure introduced last year;
- Driving cost and efficiency gains to increase margins; and
- Continuing to invest in capabilities to support its growth and efficiency agendas.
About Dr Pepper Snapple Group, Inc. Dr Pepper Snapple Group, Inc. (DPSG) is a leading brand owner, bottler and distributor of beverages in the North America market. It is the market leader in the flavoured carbonates soft drinks segment in the US and the number three liquid refreshment beverage business in North America.
The business operates in four segments:
- Beverage concentrates
- Finished goods
- Bottling Group
- Mexico and the Caribbean
Approximately 75% of DPSG's volumes are generated by brands which hold either the number one or number two positions in their respective markets. Leading brands include Dr Pepper, Sunkist, 7 UP, A&W, Canada Dry, Schweppes, Snapple, Mott's, Hawaiian Punch and Clamato.
Cadbury Schweppes Underlying 2007 EBITDA under IFRS
2007 £ millions |
Underlying Profit from Operations* |
Depreciation |
Underlying EBITDA |
| Confectionery |
497 |
179 |
676
|
| Americas Beverages |
553 |
69 |
622
|
| Total Group |
1,050 |
248 |
1,298 |
* Profit from operations before restructuring, amortisation and impairment of acquisition intangibles, non-trading items, contract termination gain and IAS 39 adjustments.
Forward Looking Statements
Except for historical information and discussions contained herein, statements contained in these materials may constitute "forward looking statements" within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. Forward looking statements are generally identifiable by the fact that they do not relate only to historical or current facts or by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Such forward looking statements include our plans for the separation of the Americas Beverages business. Forward looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward looking statements. These forward looking statements are based on numerous assumptions regarding the present and future strategies of each business and the environment in which they will operate in the future. In evaluating forward looking statements, you should consider various factors including the risk factors outlined in our Form 20-F filed with the US Securities and Exchange Commission and Circular and Prospectus filed with the UKLA on 19 March and posted on Cadbury Schweppes' website www.cadburyschweppes.com . These materials should be viewed in conjunction with our periodic interim and annual reports, registration statements and other filings filed with or furnished to the Securities and Exchange Commission, copies of which are available from Cadbury Schweppes plc, 25 Berkeley Square, London W1J 6HB, UK and from the Securities and Exchange Commission's website at www.sec.gov . Cadbury Schweppes plc, Cadbury plc and DPSG do not undertake publicly to update or revise any forward looking statement that may be made in these materials, whether as a result of new information, future events or otherwise. All subsequent oral or written forward-looking statements attributable to Cadbury Schweppes, Cadbury plc or DPSG or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Appendix 1: Reconciliation of Americas Beverages' Underlying Profit from Operations under IFRS to DPSG's US GAAP Income from Operations.
Underlying Profit from Operations and Income from Operations The table below reconciles Americas Beverages' Underlying Profit from Operations previously released under IFRS as part of the Cadbury Schweppes' results to DPSG's US GAAP Income from Operations, as reported in the Form 10 filed today.
DPSG's historical combined financial information has been prepared on a "carve-out" basis to reflect the operations, financial condition and cash flows specifically related to DPSG during all periods shown.
Differences between Underlying Profit from Operations reported under IFRS for Americas Beverages (as part of the Cadbury Schweppes group), and Income from Operations for DPSG under US GAAP (as presented on page 13 of the latest Form 10) arise from the items set out below. These items are presentational and measurement differences and none of them have an impact on the cash flow generation of DPSG. An explanation of how each of the principal differences arises is given after the table below.
Presentational Adjustments: Adjustments to Reconcile IFRS Underlying Profit from Operations to IFRS Profit from Operations The following represents the principal adjustments made to the IFRS Profit from Operations in order to arrive at Americas Beverages segment Underlying Profit from Operations. We note that Underlying Profit from Operations is not a defined term under IFRS or US GAAP and accordingly, may not therefore be comparable with similarly titled profit measures reported by other companies.
- Restructuring costs
The costs incurred in relation to implementing the Fuel for Growth programme, the 2007 cost reduction programme and integrating acquired businesses have been reversed from IFRS Profit from Operations. Such costs are considered to be part of the investment in the future performance of the business and not part of the underlying performance trends of the business.
- Amortisation and impairment of acquisition intangibles
The amortisation and impairment relating to acquisition intangibles, including impairment of goodwill, have been reversed from IFRS Profit from Operations. This is because these items are not considered to be reflective of the underlying trading of the business.
- Non-trading items
Non-trading items such as gains and losses on the disposal, separation or impairment of investments and businesses (including associates and subsidiaries) have been reversed from IFRS Profit from Operations. These amounts, which in 2007 solely related to the costs incurred to separate Americas Beverages, have been reversed as their impact can be significant and can have a material impact on the trend in the group's operating results.
- Contract termination gain
In 2007, Americas Beverages received amounts in respect of the termination in November of a distribution agreement. The gain which would otherwise have been received through distribution of the product in 2008 is considered to be one-off and has been reversed from IFRS Profit from Operations.
- IAS 39
Americas Beverages enters into various arrangements to hedge its exposure to commodity risk and foreign exchange risk. However, in certain circumstances, it is not able to apply hedge accounting to these arrangements. Accordingly, volatility relating to gains and losses from movements in commodity prices and foreign exchange rates on the underlying transactions are recognised as part of the IFRS Profit from Operations whilst the gains and losses on the hedge instruments are recognised as part of financing costs, which is excluded from Profit from Operations. Even though hedge accounting is not applied, the hedge arrangements are considered to remain effective hedges economically and commercially. The volatility included within the IFRS Profit from Operations will not give rise to volatility in the cash flows that occur under the hedge arrangements. Therefore, the volatility arising as a result of not applying hedge accounting has been excluded from Underlying Profit from Operations.
US GAAP accounting differences The following summary represents the principal areas of difference that are necessary to reconcile Americas Beverages segment Profit from Operations as reported under IFRS to DPSG's US GAAP Income from Operations as reported in the Form 10. This summary includes only those differences that affect the Americas Beverages segment. Please refer to our 2006 Form 20-F for more detail on the US GAAP to IFRS differences presented below.
- Inventory valuation
Cadbury Schweppes' policy under IFRS is to apply average cost inventory valuation methodology. DPSG has adopted the "last in, first out" inventory valuation methodology as is permitted by US GAAP but not IFRS.
- Share awards
Under IFRS, all of Americas Beverages employee share award plans are considered to be equity settled and accordingly, the amount of expense recognised is based on the grant date fair value of the share awards. Under US GAAP, certain of DPSG's employee share award plans are classified as liabilities as they contain inflation indexed earnings growth performance conditions. Therefore, the fair value of each award is re-measured at each reporting date until vesting, resulting in additional charges under US GAAP. In addition, upon adoption of SFAS 123(R), for awards which are classified as liabilities, DPSG was required to reclassify the APB 25 historical compensation cost from equity to liability and to recognise the difference between this and the fair value liability through the current year income statement.
- Retirement benefits
The adjustment for US GAAP retirement costs arises as a result of differences in the:
- Treatment of actuarial gains and losses. Under IFRS, actuarial gains and losses related to post-retirement employee benefits are reflected in the Consolidated Statement of Recognised Income and Expense, outside of the Income Statement. Under US GAAP, actuarial gains and losses exceeding a certain minimum threshold are amortised through the income statement over the remaining expected service life of the scheme members (i.e. 'corridor method').
- Measurement of pension assets. Under IFRS, pension assets are recognised based on the fair value at reporting date. Under US GAAP, pension assets are measured based on a 'market-related value' approach which utilises a three year rolling market value.
- Restructuring costs
Under IFRS, a provision for restructuring is required to be recognised when an entity is demonstrably committed to the restructuring. Under US GAAP, the timing of recognition of a provision for restructuring depends upon the nature of the costs. As a consequence, certain restructuring costs that require recognition under IFRS may not be recognised in the same year under US GAAP.
Carve-out Adjustments
- Corporate costs and other
Carve out adjustments principally comprise corporate costs associated with the provision of services including human resource and benefit management, tax, treasury and legal compliance to Americas Beverages by CS plc and several other adjustments that had not previously been pushed down to the Americas Beverages segment that are required to present its US GAAP Income from Operations on a standalone basis. Corporate costs have been allocated to DPSG on the most relevant allocation method to the service provided and may not be indicative of the actual costs that would be incurred if DPSG were operating as an independent company.
- Reversal of non-trading items
The costs incurred relating to the separation of Americas Beverages have been allocated to the Americas Beverages segment in the Group's 2007 IFRS Financial Statements. These costs have not been reflected in DPSG's US GAAP carve out financial statements as these are not costs incurred in the operations of the DPSG business.
- Impairment of Intangible Asset
Under IFRS, the Group did not separately recognise certain identifiable intangible assets from goodwill as these intangible assets were not material to the Group. Goodwill is tested for impairment at the reporting segment level. However, DPSG has separately recognised these intangible assets as indefinite-lived brands. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to its carrying amount as US GAAP does not permit impairment assessments to be performed at the reporting unit level. As a result of the annual impairment tests on these intangible assets, the fair value of the intangible asset was determined to be lower than its carrying amount and accordingly an impairment loss has been recognised in the US GAAP Profit from Operations.
Reconciliation of Americas Beverages' Underlying Profit from Operations under IFRS to DPSG's US GAAP Income from Operations.
|
US$m except where stated |
52 Weeks ended 01-Jan-06 |
Year ended 31-Dec-06 |
Year ended 31-Dec-07 |
|
Underlying Profit from Operations as reported under IFRS (£m) |
524 |
584 |
553 |
|
£:US$ Average Exchange Rate |
1.82 |
1.85 |
2.00 |
|
Underlying Profit from Operations as reported under IFRS (US$m) |
954 |
1,080 |
1,106 |
|
Presentational differences |
|
|
|
|
Restructuring costs |
(11) |
(38) |
(70) |
|
Amortisation and impairment |
(4) |
(35) |
(48) |
|
Non-trading items |
36 |
31 |
(80) |
|
Contract termination gain |
- |
- |
62 |
|
IAS 39 |
2 |
2 |
2 |
|
Profit from Operations as reported under IFRS (US$m) |
977 |
1,040 |
972 |
|
US GAAP accounting differences |
|
|
|
|
Inventory valuation |
(8) |
(3) |
(6) |
|
Share awards |
(13) |
(1) |
(1) |
|
Retirement benefits |
(26) |
(15) |
(11) |
|
Restructuring costs |
1 |
11 |
(6) |
|
Carve out adjustments |
|
|
|
|
Corporate costs and other |
(25) |
(14) |
(18) |
|
Reversal of non-trading items |
- |
- |
80 |
|
Impairment of intangible asset |
- |
- |
(6) |
|
Income from Operations as per US GAAP (US$m) |
906 |
1,018 |
1,004 | |