ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
North Carolina
(State or Other Jurisdiction of Incorporation or Organization)
|
|
13-1584302
(I.R.S. Employer Identification No.)
|
700 Anderson Hill Road, Purchase, New York
(Address of Principal Executive Offices)
|
|
10577
(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value 1-2/3 cents per share
|
|
New York and Chicago Stock Exchanges
|
2.500% Senior Notes Due 2022
|
|
New York Stock Exchange
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1.750% Senior Notes Due 2021
|
|
New York Stock Exchange
|
2.625% Senior Notes Due 2026
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
¨
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Non-accelerated filer
¨
|
Smaller reporting company
¨
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PART I
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|
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Item 1.
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||
Item 1A.
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||
Item 1B.
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||
Item 2.
|
||
Item 3.
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||
Item 4.
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||
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PART II
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Item 5.
|
||
Item 6.
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||
Item 7.
|
||
Item 7A.
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||
Item 8.
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||
Item 9.
|
||
Item 9A.
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||
Item 9B.
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||
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PART III
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
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||
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PART IV
|
|
|
Item 15.
|
1)
|
Frito-Lay North America (FLNA);
|
2)
|
Quaker Foods North America (QFNA);
|
3)
|
North America Beverages (NAB);
|
4)
|
Latin America, which includes all of our beverage, food and snack businesses in Latin America;
|
5)
|
Europe Sub-Saharan Africa (ESSA), which includes all of our beverage, food and snack businesses in Europe and Sub-Saharan Africa; and
|
6)
|
Asia, Middle East and North Africa (AMENA), which includes all of our beverage, food and snack businesses in Asia, Middle East and North Africa.
|
|
FLNA
(a)
|
|
QFNA
|
|
NAB
|
|
Latin America
(b)
|
|
ESSA
|
|
AMENA
(c)
|
|
Shared
(d)
|
Plants
(e)
|
40
|
|
5
|
|
65
|
|
55
|
|
105
|
|
50
|
|
6
|
Other Facilities
(f)
|
1,690
|
|
2
|
|
450
|
|
595
|
|
390
|
|
390
|
|
50
|
•
|
FLNA’s research facility in Plano, Texas, which is owned.
|
•
|
QFNA’s food plant in Cedar Rapids, Iowa, which is owned.
|
•
|
NAB’s concentrate plants in Cork, Ireland, its research and development facility in Valhalla, New York, and a Tropicana plant in Bradenton, Florida, all of which are owned.
|
•
|
Latin America’s four snack plants in Mexico (two in Vallejo, one in Celaya and one in Monterrey) and one in Brazil (Guarulhos), all of which are owned.
|
•
|
ESSA’s snack plant in Leicester, United Kingdom, which is leased, and its food and snack research and development facility in Leicester, United Kingdom, its beverage plant in Lebedyan, Russia and its dairy plant in Moscow, Russia, all of which are owned.
|
•
|
AMENA’s beverage plants in Sixth of October City and Tanta City, Egypt, Rayong, Thailand and Amman, Jordan, and its snack plants in Sixth of October City, Egypt and Queensland, Australia, all of which are owned, and Riyadh, Saudi Arabia, which is leased.
|
•
|
Shared service centers in Winston-Salem, North Carolina, and Plano, Texas, which are primarily shared by our FLNA, QFNA and NAB divisions, both of which are leased.
|
Name
|
Age
|
Title
|
Albert P. Carey
|
64
|
Chief Executive Officer, North America Beverages
|
Sanjeev Chadha
|
56
|
Chief Executive Officer, Asia, Middle East and North Africa
|
Marie T. Gallagher
|
56
|
Senior Vice President and Controller, PepsiCo
|
Thomas Greco
|
57
|
Chief Executive Officer, Frito-Lay North America
|
Hugh F. Johnston
|
54
|
Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo
|
Dr. Mehmood Khan
|
57
|
Vice Chairman, PepsiCo; Executive Vice President, PepsiCo Chief Scientific Officer, Global Research and Development
|
Ramon Laguarta
|
52
|
Chief Executive Officer, Europe Sub-Saharan Africa
|
Laxman Narasimhan
|
48
|
Chief Executive Officer, Latin America
|
Indra K. Nooyi
|
60
|
Chairman of the Board of Directors and Chief Executive Officer, PepsiCo
|
Cynthia M. Trudell
|
62
|
Executive Vice President, Human Resources and Chief Human Resources Officer, PepsiCo
|
Tony West
|
50
|
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo
|
Period
|
Total
Number of
Shares
Repurchased
(a)
|
|
Average
Price Paid Per
Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number (or Approximate
Dollar Value) of
Shares that May
Yet Be
Purchased
Under the Plans or Programs
(b) (c)
|
||||||
9/5/2015
|
|
|
|
|
|
|
$
|
12,079
|
|
||||
|
|
|
|
|
|
|
|
||||||
9/6/2015 - 10/3/2015
|
5.4
|
|
|
$
|
92.41
|
|
|
5.4
|
|
|
(498
|
)
|
|
|
|
|
|
|
|
|
11,581
|
|
|||||
10/4/2015 - 10/31/2015
|
5.0
|
|
|
$
|
100.82
|
|
|
5.0
|
|
|
(507
|
)
|
|
|
|
|
|
|
|
|
11,074
|
|
|||||
11/1/2015 - 11/28/2015
|
5.1
|
|
|
$
|
99.86
|
|
|
5.1
|
|
|
(515
|
)
|
|
|
|
|
|
|
|
|
10,559
|
|
|||||
11/29/2015 - 12/26/2015
|
2.1
|
|
|
$
|
99.87
|
|
|
2.1
|
|
|
(207
|
)
|
|
Total
|
17.6
|
|
|
$
|
97.86
|
|
|
17.6
|
|
|
$
|
10,352
|
|
(a)
|
All shares were repurchased in open market transactions pursuant to publicly announced repurchased programs.
|
(b)
|
During the fourth quarter of 2015, we completed repurchases of the remaining $
79 million
of shares available under the $
10 billion
repurchase program authorized by our Board of Directors and publicly announced on February 14, 2013, which commenced on July 1, 2013 and would have expired on June 30, 2016.
|
(c)
|
Includes shares authorized for repurchase under the $
12 billion
repurchase program authorized by our Board of Directors and publicly announced on February 11, 2015, which commenced on July 1, 2015 and expires on June 30, 2018. Such shares may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.
|
Period
|
Total
Number of
Shares
Repurchased
|
|
Average
Price Paid Per
Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be
Purchased
Under the Plans
or Programs
|
|||
9/6/2015 - 10/3/2015
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|||
10/4/2015 - 10/31/2015
|
2,300
|
|
|
$
|
500.78
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|||
11/1/2015 - 11/28/2015
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|||
11/29/2015 - 12/26/2015
|
1,000
|
|
|
$
|
498.93
|
|
|
N/A
|
|
N/A
|
Total
|
3,300
|
|
|
$
|
500.22
|
|
|
N/A
|
|
N/A
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net revenue
|
$
|
63,056
|
|
|
$
|
66,683
|
|
|
$
|
66,415
|
|
|
$
|
65,492
|
|
|
$
|
66,504
|
|
Net income attributable to PepsiCo
(a)
|
$
|
5,452
|
|
|
$
|
6,513
|
|
|
$
|
6,740
|
|
|
$
|
6,178
|
|
|
$
|
6,443
|
|
Net income attributable to PepsiCo per common share – basic
(a)
|
$
|
3.71
|
|
|
$
|
4.31
|
|
|
$
|
4.37
|
|
|
$
|
3.96
|
|
|
$
|
4.08
|
|
Net income attributable to PepsiCo per common share – diluted
(a)
|
$
|
3.67
|
|
|
$
|
4.27
|
|
|
$
|
4.32
|
|
|
$
|
3.92
|
|
|
$
|
4.03
|
|
Cash dividends declared per common share
|
$
|
2.7625
|
|
|
$
|
2.5325
|
|
|
$
|
2.24
|
|
|
$
|
2.1275
|
|
|
$
|
2.025
|
|
Total assets
(a)
|
$
|
69,667
|
|
|
$
|
70,509
|
|
|
$
|
77,478
|
|
|
$
|
74,638
|
|
|
$
|
72,882
|
|
Long-term debt
|
$
|
29,213
|
|
|
$
|
23,821
|
|
|
$
|
24,333
|
|
|
$
|
23,544
|
|
|
$
|
20,568
|
|
Return on invested capital
(a) (b)
|
13.1
|
%
|
|
13.2
|
%
|
|
14.0
|
%
|
|
13.7
|
%
|
|
14.3
|
%
|
(a)
|
Reflects the impact of the Venezuela impairment charges of $1.4 billion in 2015.
|
(b)
|
Return on invested capital (ROIC) is defined as adjusted net income attributable to PepsiCo divided by the sum of average common shareholders’ equity and average total debt. Adjusted net income attributable to PepsiCo is defined as net income attributable to PepsiCo plus interest expense after-tax. Interest expense after-tax was
$621 million
in
2015
,
$582 million
in
2014
,
$583 million
in
2013
,
$576 million
in
2012
and
$548 million
in
2011
.
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Pre-tax
|
$
|
(11
|
)
|
|
$
|
68
|
|
|
$
|
72
|
|
|
$
|
(65
|
)
|
|
$
|
102
|
|
After-tax
|
$
|
(8
|
)
|
|
$
|
44
|
|
|
$
|
44
|
|
|
$
|
(41
|
)
|
|
$
|
71
|
|
Per share
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.04
|
|
•
|
Includes restructuring and impairment charges related to the 2014 and 2012 Multi-Year Productivity Plans of:
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Pre-tax
|
$
|
230
|
|
|
$
|
418
|
|
|
$
|
163
|
|
|
$
|
279
|
|
|
$
|
383
|
|
After-tax
|
$
|
184
|
|
|
$
|
316
|
|
|
$
|
129
|
|
|
$
|
215
|
|
|
$
|
286
|
|
Per share
|
$
|
0.12
|
|
|
$
|
0.21
|
|
|
$
|
0.08
|
|
|
$
|
0.14
|
|
|
$
|
0.18
|
|
•
|
Includes charges related to productivity initiatives outside the scope of the 2014 and 2012 Multi-Year Productivity Plans of:
|
|
2015
|
|
|
2014
|
|
|
||
Pre-tax
|
$
|
90
|
|
|
$
|
67
|
|
|
After-tax
|
$
|
66
|
|
|
$
|
54
|
|
|
Per share
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
•
|
Includes pre-tax gains in 2015 associated with the settlement of pension-related liabilities from previous acquisitions, and lump-sum settlement charges in 2014 and 2012 related to payments for pension liabilities to certain former employees who had vested benefits of:
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
||||
Pre-tax
|
$
|
(67
|
)
|
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
195
|
|
|
After-tax
|
$
|
(42
|
)
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
131
|
|
|
Per share
|
$
|
(0.03
|
)
|
|
$
|
0.06
|
|
|
$
|
—
|
|
|
$
|
0.08
|
|
|
•
|
In
2015
, we recorded pre- and after-tax charges of $1.4 billion ($0.91 per share) in the Latin America segment related to the impairment of investments in our wholly-owned Venezuelan subsidiaries and beverage joint venture.
|
•
|
In
2015
, we recorded a pre- and after-tax charge of $73 million ($0.05 per share) in the AMENA segment related to a write-off of the value of a call option to increase our holding in Tingyi-Asahi Beverages Holding Co. Ltd. (TAB) to 20%.
|
•
|
In 2015, we recognized a non-cash tax benefit of $230 million ($0.15 per share) associated with our agreement with the IRS resolving substantially all open matters related to the audits for taxable years 2010 through 2011, which reduced our reserve for uncertain tax positions for the tax years 2010 through 2011.
|
•
|
In 2015, we recognized pre-tax impairment charges of $76 million ($48 million after-tax or $0.03 per share) in the QFNA segment associated with our Müller Quaker Dairy (MQD) joint venture investment, including a fourth quarter charge related to ceasing its operations.
|
•
|
In 2015, we recognized a pre-tax gain of
$39 million
(
$28 million
after-tax or $0.02 per share) in the AMENA segment associated with refranchising a portion of our beverage businesses in India.
|
•
|
In 2014, we recorded a $
105 million
net charge related to our remeasurement of the bolivar for certain net monetary assets of our Venezuelan businesses. $
126 million
of this charge was recorded in corporate unallocated expenses, with the balance (equity income of $
21 million
) recorded in our Latin America segment. In total, this net charge had an after-tax impact of $
105 million
or $
0.07
per share.
|
•
|
In 2014, we recorded a pre-tax gain of $31 million ($34 million after-tax or $0.02 per share) in the ESSA segment associated with the sale of agricultural assets in Russia.
|
•
|
In 2013, we incurred merger and integration charges of $10 million ($8 million after-tax or $0.01 per share) related to our acquisition of Wimm-Bill-Dann Foods OJSC (WBD).
|
•
|
In
2013
, we recorded a $
111 million
net charge related to the devaluation of the bolivar for our Venezuelan businesses. $
124 million
of this charge was recorded in corporate unallocated expenses, with the balance (equity income of $
13 million
) recorded in our Latin America segment. In total, this net charge had an after-tax impact of $
111 million
or $
0.07
per share.
|
•
|
In 2013, we recognized a pre- and after-tax gain of
$137 million
(or
$0.09
per share) in connection with the refranchising of our beverage business in Vietnam, which was offset by incremental investments in our business.
|
•
|
In 2013, we recognized a non-cash tax benefit of $
209 million
(or $
0.13
per share) associated with our agreement with the IRS resolving all open matters related to the audits for taxable years 2003 through 2009, which reduced our reserves for uncertain tax positions for the tax years 2003 through 2012.
|
•
|
In 2012, we incurred merger and integration charges of $16 million ($12 million after-tax or $0.01 per share) related to our acquisition of WBD.
|
•
|
In 2012, we recorded restructuring and other charges of $
150 million
($
176 million
after-tax or $
0.11
per share) related to the transaction with Tingyi.
|
•
|
In 2012, we recognized a non-cash tax benefit of
$217 million
(
$0.14
per share) associated with a favorable tax court decision related to the classification of financial instruments.
|
•
|
In 2011, we incurred merger and integration charges of
$329 million
(
$271 million
after-tax or
$0.17
per share) related to our acquisitions of The Pepsi Bottling Group, Inc. (PBG), PepsiAmericas, Inc. (PAS) and WBD.
|
•
|
The 2011 fiscal year consisted of fifty-three weeks compared to fifty-two weeks in our normal fiscal year. The 53
rd
week increased 2011 net revenue by $623 million and net income attributable to PepsiCo by $64 million or $0.04 per share.
|
•
|
In 2011, we recorded $46 million ($28 million after-tax or $0.02 per share) of incremental costs related to fair value adjustments to the acquired inventory included in WBD’s balance sheet at the acquisition date and hedging contracts included in PBG’s and PAS’s balance sheets at the acquisition date.
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
||||||||
Net revenue
|
$
|
12,217
|
|
|
$
|
15,923
|
|
|
$
|
16,331
|
|
|
$
|
18,585
|
|
|
$
|
12,623
|
|
|
$
|
16,894
|
|
|
$
|
17,218
|
|
|
$
|
19,948
|
|
Gross profit
|
$
|
6,775
|
|
|
$
|
8,756
|
|
|
$
|
8,936
|
|
|
$
|
10,205
|
|
|
$
|
6,876
|
|
|
$
|
9,116
|
|
|
$
|
9,223
|
|
|
$
|
10,584
|
|
Mark-to-market net losses/(gains)
(a)
|
$
|
1
|
|
|
$
|
(39
|
)
|
|
$
|
28
|
|
|
$
|
(1
|
)
|
|
$
|
(34
|
)
|
|
$
|
(31
|
)
|
|
$
|
33
|
|
|
$
|
100
|
|
Restructuring and impairment charges
(b)
|
$
|
36
|
|
|
$
|
25
|
|
|
$
|
52
|
|
|
$
|
117
|
|
|
$
|
98
|
|
|
$
|
92
|
|
|
$
|
68
|
|
|
$
|
160
|
|
Pension-related settlement (benefits)/charge
(c), (d)
|
—
|
|
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
141
|
|
|||||
Charge related to the transaction with Tingyi
(e)
|
—
|
|
|
—
|
|
|
$
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Venezuela impairment charges
(f)
|
—
|
|
|
—
|
|
|
$
|
1,359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Venezuela remeasurement
charge
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
105
|
|
|||||||
Tax benefit
(h)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(230
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
MQD impairment
(i)
|
$
|
65
|
|
|
—
|
|
|
—
|
|
|
$
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain on beverage refranchising
(j)
|
$
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other productivity initiatives
(k)
|
—
|
|
|
—
|
|
|
$
|
44
|
|
|
$
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
67
|
|
|||||
Gain on sale of agricultural assets
(l)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income attributable to PepsiCo
|
$
|
1,221
|
|
|
$
|
1,980
|
|
|
$
|
533
|
|
|
$
|
1,718
|
|
|
$
|
1,216
|
|
|
$
|
1,978
|
|
|
$
|
2,008
|
|
|
$
|
1,311
|
|
Net income attributable to PepsiCo per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.82
|
|
|
$
|
1.34
|
|
|
$
|
0.36
|
|
|
$
|
1.18
|
|
|
$
|
0.80
|
|
|
$
|
1.30
|
|
|
$
|
1.33
|
|
|
$
|
0.87
|
|
Diluted
|
$
|
0.81
|
|
|
$
|
1.33
|
|
|
$
|
0.36
|
|
|
$
|
1.17
|
|
|
$
|
0.79
|
|
|
$
|
1.29
|
|
|
$
|
1.32
|
|
|
$
|
0.87
|
|
Cash dividends declared per common share
|
$
|
0.655
|
|
|
$
|
0.7025
|
|
|
$
|
0.7025
|
|
|
$
|
0.7025
|
|
|
$
|
0.5675
|
|
|
$
|
0.655
|
|
|
$
|
0.655
|
|
|
$
|
0.655
|
|
Stock price per share
(m)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
100.76
|
|
|
$
|
98.44
|
|
|
$
|
100.61
|
|
|
$
|
103.44
|
|
|
$
|
83.99
|
|
|
$
|
88.72
|
|
|
$
|
93.51
|
|
|
$
|
100.70
|
|
Low
|
$
|
92.24
|
|
|
$
|
92.72
|
|
|
$
|
76.48
|
|
|
$
|
90.43
|
|
|
$
|
77.01
|
|
|
$
|
81.53
|
|
|
$
|
86.71
|
|
|
$
|
89.82
|
|
(a)
|
In
2015
and
2014
, we recognized
$11 million
(
$8 million
after-tax with a nominal amount per share) of mark-to-market net gains and
$68 million
($
44 million
after-tax or
$0.03
per share) of mark-to-market net losses, respectively, on commodity hedges in corporate unallocated expenses.
|
(b)
|
In
2015
and
2014
, restructuring and impairment charges related to the 2014 and 2012 Multi-Year Productivity Plans were
$230 million
(
$184 million
after-tax or
$0.12
per share) and
$418 million
(
$316 million
after-tax or
$0.21
per share), respectively. See Note 3 to our consolidated financial statements.
|
(c)
|
In 2015,
we recorded pre-tax gains of $67 million ($42 million after-tax or $0.03 per share) in the NAB segment associated with the settlement of pension-related liabilities from previous acquisitions.
|
(d)
|
In 2014, we recorded a pension lump sum settlement charge of
$141 million
(
$88 million
after-tax or
$0.06
per share) related to payments for pension liabilities to certain former employees who had vested benefits. See Note 7 to our consolidated financial statements.
|
(e)
|
In 2015, we recorded a pre- and after-tax charge of $73 million ($0.05 per share) in the AMENA segment related to a write-off of the value of a call option to increase our holding in TAB to 20%. See Note 10 to our consolidated financial statements.
|
(f)
|
In
2015
, we recorded pre- and after-tax charges of $1.4 billion ($0.91 per share) in the Latin America segment related to the impairment of investments in our wholly-owned Venezuelan subsidiaries and beverage joint venture. See Note 1 to our consolidated financial statements.
|
(g)
|
In 2014, we recorded a $
105 million
net charge related to our remeasurement of the bolivar for certain net monetary assets of our Venezuelan businesses. $
126 million
of this charge was recorded in corporate unallocated expenses, with the balance (equity income of $
21 million
) recorded in our Latin America segment. In total, this net charge had an after-tax impact of $
105 million
or $
0.07
per share.
|
(h)
|
In 2015, we recognized a non-cash tax benefit of $230 million ($0.15 per share) associated with our agreement with the IRS resolving substantially all open matters related to the audits for taxable years 2010 through 2011, which reduced our reserve for uncertain tax positions for the tax years 2010 through 2011.
|
(i)
|
In 2015, we recognized pre-tax impairment charges of $76 million ($48 million after-tax or $0.03 per share) in the QFNA segment associated with our MQD joint venture investment, including a fourth quarter charge related to ceasing its operations.
|
(j)
|
In 2015, we recognized a pre-tax gain of
$39 million
(
$28 million
after-tax or $0.02 per share) in the AMENA segment associated with refranchising a portion of our beverage businesses in India.
|
(k)
|
In 2015 and 2014, we recorded charges of
$90 million
(
$66 million
after-tax or
$0.04
per share) and
$67 million
(
$54 million
after-tax or
$0.04
per share), respectively, related to other productivity initiatives outside the scope of the 2014 and 2012 Productivity Plans. See Note 3 to our consolidated financial statements.
|
(l)
|
In 2014, we recorded a pre-tax gain of $31 million ($34 million after-tax or $0.02 per share) in the ESSA segment associated with the sale of agricultural assets in Russia.
|
(m)
|
Reflects the quarterly composite high and low sales prices for one share of PepsiCo common stock as reported on the New York Stock Exchange.
|
OUR BUSINESS
|
|
Executive Overview
|
|
Our Operations
|
|
Our Business Risks
|
|
OUR CRITICAL ACCOUNTING POLICIES
|
|
Revenue Recognition
|
|
Goodwill and Other Intangible Assets
|
|
Income Tax Expense and Accruals
|
|
Pension and Retiree Medical Plans
|
|
OUR FINANCIAL RESULTS
|
|
Items Affecting Comparability
|
|
Results of Operations – Consolidated Review
|
|
Results of Operations – Division Review
|
|
Frito-Lay North America
|
|
Quaker Foods North America
|
|
North America Beverages
|
|
Latin America
|
|
Europe Sub-Saharan Africa
|
|
Asia, Middle East and North Africa
|
|
Our Liquidity and Capital Resources
|
•
|
In 2015, PepsiCo was the leading contributor to food and beverage retail sales in the United States in measured channels, according to Information Resources, Inc.
|
•
|
Since 2012, we have increased spending as a percent of net revenue on both advertising and marketing and research and development, illustrating our ability to manage costs and margins in the short run while reinvesting in our business to drive growth over the long term.
|
•
|
In 2015, excluding items affecting comparability, we achieved a net ROIC of 19.6%, reflecting our focus on disciplined capital allocation. For further information on this non-GAAP measure, please see “Net Return on Invested Capital.”
|
•
|
PepsiCo increased its annualized dividend for the 43
rd
consecutive year in 2015 and returned $9 billion to our shareholders through share repurchases and dividends. Since 2012, we have delivered $24 billion back to shareholders in the form of dividends and share repurchases.
|
1)
|
Frito-Lay North America (FLNA);
|
2)
|
Quaker Foods North America (QFNA);
|
3)
|
North America Beverages (NAB);
|
4)
|
Latin America, which includes all of our beverage, food and snack businesses in Latin America;
|
5)
|
Europe Sub-Saharan Africa (ESSA), which includes all of our beverage, food and snack businesses in Europe and Sub-Saharan Africa; and
|
6)
|
Asia, Middle East and North Africa (AMENA), which includes all of our beverage, food and snack businesses in Asia, Middle East and North Africa.
|
•
|
PepsiCo’s Board of Directors has oversight responsibility for PepsiCo’s integrated risk management framework. One of the Board’s primary responsibilities is overseeing and interacting with senior management with respect to key aspects of the Company’s business, including risk assessment and risk mitigation of the Company’s top risks. The Board receives updates on key risks throughout the year. In addition, the Board has tasked designated Committees of the Board with oversight of certain categories of risk management, and the Committees report to the Board regularly on these matters.
|
◦
|
The Audit Committee of the Board reviews and assesses the guidelines and policies governing PepsiCo’s risk management and oversight processes, and assists with the Board’s oversight of financial, compliance and employee safety risks facing PepsiCo; and
|
◦
|
The Compensation Committee of the Board reviews PepsiCo’s employee compensation policies and practices to assess whether such policies and practices could lead to unnecessary risk-taking behavior.
|
•
|
The PepsiCo Risk Committee (PRC), which is comprised of a cross-functional, geographically diverse, senior management group, including PepsiCo’s Chairman of the Board and Chief Executive Officer, meets regularly to identify, assess, prioritize and address our top strategic, financial, operating, business, compliance, safety, reputational and other risks. The PRC is also responsible for reporting progress on our risk mitigation efforts to the Board;
|
•
|
Division and key country risk committees, comprised of cross-functional senior management teams meet regularly to identify, assess, prioritize and address division and country-specific business risks;
|
•
|
PepsiCo’s Risk Management Office, which manages the overall risk management process, provides ongoing guidance, tools and analytical support to the PRC and the division and key country risk committees, identifies and assesses potential risks and facilitates ongoing communication between the parties, as well as with PepsiCo’s Board of Directors and the Audit Committee of the Board;
|
•
|
PepsiCo’s Corporate Audit Department evaluates the ongoing effectiveness of our key internal controls through periodic audit and review procedures; and
|
•
|
PepsiCo’s Compliance & Ethics Department leads and coordinates our compliance policies and practices.
|
•
|
commodity prices, affecting the cost of our raw materials and energy;
|
•
|
foreign exchange rates and currency restrictions; and
|
•
|
interest rates.
|
•
|
revenue recognition;
|
•
|
goodwill and other intangible assets;
|
•
|
income tax expense and accruals; and
|
•
|
pension and retiree medical plans.
|
•
|
the interest rate used to determine the present value of liabilities (discount rate);
|
•
|
certain employee-related demographic factors, such as turnover, retirement age and mortality;
|
•
|
the expected return on assets in our funded plans;
|
•
|
for pension expense, the rate of salary increases for plans where benefits are based on earnings; and
|
•
|
for retiree medical expense, health care cost trend rates.
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Pension
|
|
|
|
|
|
|||
Expense discount rate
|
4.4
|
%
|
|
4.1
|
%
|
|
5.0
|
%
|
Expected rate of return on plan assets
|
7.2
|
%
|
|
7.3
|
%
|
|
7.3
|
%
|
Expected rate of salary increases
|
3.2
|
%
|
|
3.5
|
%
|
|
3.7
|
%
|
Retiree medical
|
|
|
|
|
|
|||
Expense discount rate
|
4.2
|
%
|
|
3.8
|
%
|
|
4.3
|
%
|
Expected rate of return on plan assets
|
7.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
Current health care cost trend rate
|
6.0
|
%
|
|
6.2
|
%
|
|
6.4
|
%
|
Assumption
|
|
Amount
|
Discount rate
|
|
$47
|
Expected rate of return
|
|
$36
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Operating profit
|
|
|
|
|
|
|
|||||
Mark-to-market net gains/(losses)
|
$
|
11
|
|
|
$
|
(68
|
)
|
|
$
|
(72
|
)
|
Restructuring and impairment charges
|
$
|
(230
|
)
|
|
$
|
(418
|
)
|
|
$
|
(163
|
)
|
Pension-related settlement benefits/(charge)
|
$
|
67
|
|
|
$
|
(141
|
)
|
|
$
|
—
|
|
Charge related to the transaction with Tingyi
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Venezuela impairment charges
|
$
|
(1,359
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Venezuela remeasurement charges
|
$
|
—
|
|
|
$
|
(105
|
)
|
|
$
|
(111
|
)
|
Merger and integration charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
Net income attributable to PepsiCo
|
|
|
|
|
|
||||||
Mark-to-market net gains/(losses)
|
$
|
8
|
|
|
$
|
(44
|
)
|
|
$
|
(44
|
)
|
Restructuring and impairment charges
|
$
|
(184
|
)
|
|
$
|
(316
|
)
|
|
$
|
(129
|
)
|
Pension-related settlement benefits/(charge)
|
$
|
42
|
|
|
$
|
(88
|
)
|
|
$
|
—
|
|
Charge related to the transaction with Tingyi
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Venezuela impairment charges
|
$
|
(1,359
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Venezuela remeasurement charges
|
$
|
—
|
|
|
$
|
(105
|
)
|
|
$
|
(111
|
)
|
Merger and integration charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
Tax benefits
|
$
|
230
|
|
|
$
|
—
|
|
|
$
|
209
|
|
Net income attributable to PepsiCo per common share – diluted
|
|
|
|
|
|
||||||
Mark-to-market net gains/(losses)
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
Restructuring and impairment charges
|
$
|
(0.12
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.08
|
)
|
Pension-related settlement benefits/(charge)
|
$
|
0.03
|
|
|
$
|
(0.06
|
)
|
|
$
|
—
|
|
Charge related to the transaction with Tingyi
|
$
|
(0.05
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Venezuela impairment charges
|
$
|
(0.91
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Venezuela remeasurement charges
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
Merger and integration charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
Tax benefits
|
$
|
0.15
|
|
|
$
|
—
|
|
|
$
|
0.13
|
|
|
|
Charges
|
|
Cash
Expenditures |
|
||||
2013
|
|
$
|
53
|
|
|
$
|
—
|
|
|
2014
|
|
357
|
|
|
175
|
|
(b)
|
||
2015
|
|
169
|
|
|
165
|
|
(b)
|
||
2016 (expected)
|
|
132
|
|
|
150
|
|
|
||
2017 - 2019 (expected)
|
|
279
|
|
|
215
|
|
|
||
|
|
$
|
990
|
|
(a)
|
$
|
705
|
|
|
(a)
|
This total pre-tax charge will consist of approximately
$525 million
of severance and other employee-related costs, approximately
$120 million
for asset impairments (all non-cash) resulting from plant closures and related actions, and approximately
$345 million
for other costs associated with the implementation of our initiatives, including contract termination costs. This charge is expected to impact reportable segments approximately as follows: FLNA 12%, QFNA 2%, NAB 35%, Latin America 15%, ESSA 25%, AMENA 4% and Corporate 7%.
|
(b)
|
In 2015 and 2014, cash expenditures include $2 million and
$10 million
, respectively, reported on the Consolidated Statement of Cash Flows in pension and retiree medical plan contributions.
|
|
|
Charges
|
|
Cash
Expenditures |
|
||||
2011
|
|
$
|
383
|
|
|
$
|
30
|
|
|
2012
|
|
279
|
|
|
343
|
|
|
||
2013
|
|
110
|
|
|
133
|
|
|
||
2014
|
|
61
|
|
|
101
|
|
|
||
2015
|
|
61
|
|
|
49
|
|
(b)
|
||
2016 - 2017 (expected)
|
|
—
|
|
|
38
|
|
|
||
|
|
$
|
894
|
|
(a)
|
$
|
694
|
|
|
(a)
|
This total pre-tax charge consisted of
$560 million
of severance and other employee-related costs,
$91 million
for asset impairments (all non-cash) resulting from plant closures and related actions, and
$243 million
for other costs, including costs related to the termination of leases and other contracts. This charge impacted our reportable segments as follows: FLNA 14%, QFNA 3%, NAB 22%, Latin America 14%, ESSA 25%, AMENA 11% and Corporate 11%.
|
(b)
|
In 2015, cash expenditures include $4 million reported on the Consolidated Statement of Cash Flows in pension and retiree medical plan contributions.
|
|
|
|
|
|
|
|
Change
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||
Total net revenue
|
$
|
63,056
|
|
|
$
|
66,683
|
|
|
$
|
66,415
|
|
|
(5
|
)%
|
|
—
|
%
|
Operating profit/(loss)
|
|
|
|
|
|
|
|
|
|
||||||||
FLNA
|
$
|
4,304
|
|
|
$
|
4,054
|
|
|
$
|
3,877
|
|
|
6
|
%
|
|
5
|
%
|
QFNA
|
560
|
|
|
621
|
|
|
617
|
|
|
(10
|
)%
|
|
1
|
%
|
|||
NAB
|
2,785
|
|
|
2,421
|
|
|
2,580
|
|
|
15
|
%
|
|
(6
|
)%
|
|||
Latin America
|
(206
|
)
|
|
1,636
|
|
|
1,617
|
|
|
(113
|
)%
|
|
1
|
%
|
|||
ESSA
|
1,081
|
|
|
1,389
|
|
|
1,327
|
|
|
(22
|
)%
|
|
5
|
%
|
|||
AMENA
|
941
|
|
|
985
|
|
|
1,140
|
|
|
(4.5
|
)%
|
|
(14
|
)%
|
|||
Corporate Unallocated
|
|
|
|
|
|
|
|
|
|
||||||||
Mark-to-market net gains/(losses)
|
11
|
|
|
(68
|
)
|
|
(72
|
)
|
|
|
|
|
|||||
Restructuring and impairment charges
|
(13
|
)
|
|
(41
|
)
|
|
(11
|
)
|
|
|
|
|
|||||
Pension lump sum settlement charge
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
|
|
|
|||||
Venezuela remeasurement charges
|
—
|
|
|
(126
|
)
|
|
(124
|
)
|
|
|
|
|
|||||
Other
|
(1,110
|
)
|
|
(1,149
|
)
|
|
(1,246
|
)
|
|
|
|
|
|||||
|
$
|
(1,112
|
)
|
|
$
|
(1,525
|
)
|
|
$
|
(1,453
|
)
|
|
(27
|
)%
|
|
5
|
%
|
Total operating profit
|
$
|
8,353
|
|
|
$
|
9,581
|
|
|
$
|
9,705
|
|
|
(13
|
)%
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total operating profit margin
|
13.2
|
%
|
|
14.4
|
%
|
|
14.6
|
%
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||||||
Interest expense, net
|
|
$
|
(911
|
)
|
|
$
|
(824
|
)
|
|
$
|
(814
|
)
|
|
$
|
(87
|
)
|
|
$
|
(10
|
)
|
Annual tax rate
|
|
26.1
|
%
|
|
25.1
|
%
|
|
23.7
|
%
|
|
|
|
|
|||||||
Net income attributable to PepsiCo
|
|
$
|
5,452
|
|
|
$
|
6,513
|
|
|
$
|
6,740
|
|
|
(16
|
)%
|
|
(3
|
)%
|
||
Net income attributable to PepsiCo per common share – diluted
|
|
$
|
3.67
|
|
|
$
|
4.27
|
|
|
$
|
4.32
|
|
|
(14
|
)%
|
|
(1
|
)%
|
||
Mark-to-market net (gains)/losses
|
|
—
|
|
|
0.03
|
|
|
0.03
|
|
|
|
|
|
|||||||
Restructuring and impairment charges
|
|
0.12
|
|
|
0.21
|
|
|
0.08
|
|
|
|
|
|
|||||||
Pension-related settlement (benefits)/charge
|
|
(0.03
|
)
|
|
0.06
|
|
|
—
|
|
|
|
|
|
|||||||
Charge related to the transaction with Tingyi
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Venezuela impairment charges
|
|
0.91
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Venezuela remeasurement charges
|
|
—
|
|
|
0.07
|
|
|
0.07
|
|
|
|
|
|
|||||||
Merger and integration charges
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
|
|
|
|||||||
Tax benefits
|
|
(0.15
|
)
|
|
—
|
|
|
(0.13
|
)
|
|
|
|
|
|||||||
Net income attributable to PepsiCo per common share – diluted, excluding above items
(a)
|
|
$
|
4.57
|
|
|
$
|
4.63
|
|
(b)
|
$
|
4.37
|
|
(b)
|
(1
|
)%
|
|
6
|
%
|
||
Impact of foreign exchange translation
|
|
|
|
|
|
|
|
11
|
|
|
3
|
|
||||||||
Growth in net income attributable to PepsiCo per common share – diluted, excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
|
10
|
%
|
|
9
|
%
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
(a)
|
Excludes the impact of acquisitions and divestitures. In certain instances, volume growth varies from the amounts disclosed in the following divisional discussions due to nonconsolidated joint venture volume, and, for our beverage businesses, temporary timing differences between BCS and CSE, as well as the mix of beverage volume sold by our Company-owned and franchised-owned bottlers. Our net revenue excludes nonconsolidated joint venture volume, and, for our beverage businesses, is based on CSE.
|
(b)
|
Includes the year-over-year impact of discrete pricing actions, sales incentive activities and mix resulting from selling varying products in different package sizes and in different countries.
|
(c)
|
Represents the impact of the exclusion of the fourth quarter 2014 results of our Venezuelan businesses, which were deconsolidated effective as of the end of the third quarter of 2015.
|
(d)
|
Amounts may not sum due to rounding.
|
2015
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Total
|
|||||||
Reported Growth
|
2
|
%
|
|
(1
|
)%
|
|
2
|
%
|
|
(13
|
)%
|
|
(22
|
)%
|
|
(4
|
)%
|
|
(5
|
)%
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange translation
|
1
|
|
|
2
|
|
|
1
|
|
|
27
|
|
|
24
|
|
|
5
|
|
|
10
|
|
Acquisitions and divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Venezuela deconsolidation
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Organic Growth
(b)
|
3
|
%
|
|
1
|
%
|
|
3
|
%
|
|
20
|
%
|
|
2
|
%
|
|
4
|
%
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Total
|
|||||||
Reported Growth
|
3
|
%
|
|
(2
|
)%
|
|
—
|
%
|
|
1
|
%
|
|
(3
|
)%
|
|
3
|
%
|
|
—
|
%
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange translation
|
1
|
|
|
1
|
|
|
0.5
|
|
|
9
|
|
|
8
|
|
|
3
|
|
|
3
|
|
Acquisitions and divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
Organic Growth
(b)
|
3
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
10
|
%
|
|
5
|
%
|
|
7
|
%
|
|
4
|
%
|
(a)
|
Represents the impact of the exclusion of the fourth quarter 2014 results of our Venezuelan businesses, which were deconsolidated effective as of the end of the third quarter of 2015.
|
(b)
|
Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
2014
|
|
|||
Net revenue
|
$
|
14,782
|
|
|
$
|
14,502
|
|
|
$
|
14,126
|
|
|
2
|
|
3
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
1
|
|
||||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
|
|
3
|
|
3
|
(b)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating profit
|
$
|
4,304
|
|
|
$
|
4,054
|
|
|
$
|
3,877
|
|
|
6
|
|
5
|
|
Restructuring and impairment charges
|
26
|
|
|
48
|
|
|
19
|
|
|
|
|
|
|
|||
Operating profit excluding above item
(a)
|
$
|
4,330
|
|
|
$
|
4,102
|
|
|
$
|
3,896
|
|
|
5.5
|
|
5
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
0.5
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
|
|
7
|
(b)
|
6
|
(b)
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|||
Net revenue
|
$
|
2,543
|
|
|
$
|
2,568
|
|
|
$
|
2,612
|
|
|
(1
|
)
|
|
(2
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
2
|
|
|
1
|
|
||||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
|
|
1
|
|
|
(1
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
560
|
|
|
$
|
621
|
|
|
$
|
617
|
|
|
(10
|
)
|
|
1
|
|
Restructuring and impairment charges
|
3
|
|
|
14
|
|
|
4
|
|
|
|
|
|
|||||
Operating profit excluding above item
(a)
|
$
|
563
|
|
|
$
|
635
|
|
|
$
|
621
|
|
|
(11
|
)
|
|
2
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
|
1
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
|
|
(10
|
)
|
|
3
|
|
(a)
|
See “Non-GAAP Measures.”
|
|
|
|
|
|
|
|
% Change
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
2014
|
|
|
|||
Net revenue
|
$
|
20,618
|
|
|
$
|
20,171
|
|
|
$
|
20,083
|
|
|
2
|
|
—
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
0.5
|
|
|
||||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
|
|
3
|
|
1
|
|
(b)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
2,785
|
|
|
$
|
2,421
|
|
|
$
|
2,580
|
|
|
15
|
|
(6
|
)
|
|
Restructuring and impairment charges
|
33
|
|
|
179
|
|
|
30
|
|
|
|
|
|
|
||||
Pension-related settlement benefits
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||||
Operating profit excluding above items
(a)
|
$
|
2,751
|
|
|
$
|
2,600
|
|
|
$
|
2,610
|
|
|
6
|
|
—
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
1
|
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
7
|
|
—
|
|
(b)
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|||
Net revenue
|
$
|
8,228
|
|
|
$
|
9,425
|
|
|
$
|
9,335
|
|
|
(13
|
)
|
|
1
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
27
|
|
|
9
|
|
||||||
Net revenue growth, on a constant currency
basis
(a)
|
|
|
|
|
|
|
14
|
|
|
10
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating (loss)/profit
|
$
|
(206
|
)
|
|
$
|
1,636
|
|
|
$
|
1,617
|
|
|
(113
|
)
|
|
1
|
|
Restructuring and impairment charges
|
36
|
|
|
28
|
|
|
13
|
|
|
|
|
|
|
||||
Venezuela impairment charges
|
1,359
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||||
Venezuela remeasurement
|
—
|
|
|
(21
|
)
|
|
(13
|
)
|
|
|
|
|
|
||||
Operating profit excluding above items
(a)
|
$
|
1,189
|
|
|
$
|
1,643
|
|
|
$
|
1,617
|
|
|
(28
|
)
|
|
2
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
37
|
|
|
13
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
9
|
|
|
14
|
(b)
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
|||
Net revenue
|
$
|
10,510
|
|
|
$
|
13,399
|
|
|
$
|
13,828
|
|
|
(22
|
)
|
|
(3
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
24
|
|
|
8
|
|
|
||||||
Net revenue growth, on a constant currency
basis
(a)
|
|
|
|
|
|
|
2
|
|
|
5
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
1,081
|
|
|
$
|
1,389
|
|
|
$
|
1,327
|
|
|
(22
|
)
|
|
5
|
|
|
Restructuring and impairment charges
|
89
|
|
|
71
|
|
|
60
|
|
|
|
|
|
|
|||||
Merger and integration charges
|
—
|
|
|
—
|
|
|
10
|
|
|
|
|
|
|
|||||
Operating profit excluding above items
(a)
|
$
|
1,170
|
|
|
$
|
1,460
|
|
|
$
|
1,397
|
|
|
(20
|
)
|
|
4.5
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
22
|
|
|
1
|
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
2.5
|
|
(b)
|
6
|
|
(b)
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|||
Net revenue
|
$
|
6,375
|
|
|
$
|
6,618
|
|
|
$
|
6,431
|
|
|
(4
|
)
|
|
3
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
5
|
|
|
3
|
|
||||||
Net revenue growth, on a constant currency basis
(a)
|
|
|
|
|
|
|
1
|
|
|
6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
941
|
|
|
$
|
985
|
|
|
$
|
1,140
|
|
|
(4.5
|
)
|
|
(14
|
)
|
Restructuring and impairment charges
|
30
|
|
|
37
|
|
|
26
|
|
|
|
|
|
|||||
Charge related to the transaction with Tingyi
|
73
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||
Operating profit excluding above items
(a)
|
$
|
1,044
|
|
|
$
|
1,022
|
|
|
$
|
1,166
|
|
|
2
|
|
|
(12
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
3
|
|
|
2
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
5
|
|
|
(10
|
)
|
(a)
|
See “Non-GAAP Measures.”
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net cash provided by operating activities
|
$
|
10,580
|
|
|
$
|
10,506
|
|
|
$
|
9,688
|
|
Net cash used for investing activities
|
$
|
(3,569
|
)
|
|
$
|
(4,937
|
)
|
|
$
|
(2,625
|
)
|
Net cash used for financing activities
|
$
|
(3,828
|
)
|
|
$
|
(8,264
|
)
|
|
$
|
(3,789
|
)
|
|
|
|
|
|
|
|
% Change
|
|||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|||
Net cash provided by operating activities
|
$
|
10,580
|
|
|
$
|
10,506
|
|
|
$
|
9,688
|
|
|
1
|
|
|
8
|
Capital spending
|
(2,758
|
)
|
|
(2,859
|
)
|
|
(2,795
|
)
|
|
|
|
|
||||
Sales of property, plant and equipment
|
86
|
|
|
115
|
|
|
109
|
|
|
|
|
|
||||
Free cash flow
|
7,908
|
|
|
7,762
|
|
|
7,002
|
|
|
2
|
|
|
11
|
|||
Discretionary pension and retiree medical contributions (after-tax)
|
—
|
|
|
274
|
|
|
20
|
|
|
|
|
|
||||
Pension-related settlements (after-tax)
|
57
|
|
|
—
|
|
|
—
|
|
|
|
|
|
||||
Payments related to restructuring charges (after-tax)
|
163
|
|
|
215
|
|
|
105
|
|
|
|
|
|
||||
Net capital investments related to restructuring plan
|
—
|
|
|
8
|
|
|
8
|
|
|
|
|
|
||||
Net payments related to income tax settlements
|
—
|
|
|
—
|
|
|
984
|
|
|
|
|
|
||||
Net capital investments related to merger and integration
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
|
|
|
||||
Merger and integration payments (after-tax)
|
—
|
|
|
—
|
|
|
21
|
|
|
|
|
|
||||
Payments for restructuring and other charges related to the transaction with Tingyi (after-tax)
|
—
|
|
|
—
|
|
|
26
|
|
|
|
|
|
||||
Free cash flow excluding above items
|
$
|
8,128
|
|
|
$
|
8,259
|
|
|
$
|
8,162
|
|
|
(2
|
)
|
|
1
|
|
2015
|
|
|
Reported ROIC
|
13.1
|
|
%
|
Impact of:
|
|
|
|
Cash, cash equivalents and short-term investments
|
4.1
|
|
|
Interest income after tax
|
(0.1
|
)
|
|
Commodity mark-to-market net impact
|
—
|
|
|
Restructuring and impairment charges
|
0.2
|
|
|
Venezuela remeasurement charge
|
—
|
|
|
Tax benefits
|
(0.4
|
)
|
|
Restructuring and other charges related to the transaction with Tingyi
|
0.1
|
|
|
Pension-related settlement (benefits)/charge
|
(0.1
|
)
|
|
Venezuela impairment charges
|
2.7
|
|
|
Net ROIC, excluding items affecting comparability
|
19.6
|
|
%
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net Revenue
|
$
|
63,056
|
|
|
$
|
66,683
|
|
|
$
|
66,415
|
|
Cost of sales
|
28,384
|
|
|
30,884
|
|
|
31,243
|
|
|||
Gross profit
|
34,672
|
|
|
35,799
|
|
|
35,172
|
|
|||
Selling, general and administrative expenses
|
24,885
|
|
|
26,126
|
|
|
25,357
|
|
|||
Venezuela impairment charges
|
1,359
|
|
|
—
|
|
|
—
|
|
|||
Amortization of intangible assets
|
75
|
|
|
92
|
|
|
110
|
|
|||
Operating Profit
|
8,353
|
|
|
9,581
|
|
|
9,705
|
|
|||
Interest expense
|
(970
|
)
|
|
(909
|
)
|
|
(911
|
)
|
|||
Interest income and other
|
59
|
|
|
85
|
|
|
97
|
|
|||
Income before income taxes
|
7,442
|
|
|
8,757
|
|
|
8,891
|
|
|||
Provision for income taxes
|
1,941
|
|
|
2,199
|
|
|
2,104
|
|
|||
Net income
|
5,501
|
|
|
6,558
|
|
|
6,787
|
|
|||
Less: Net income attributable to noncontrolling interests
|
49
|
|
|
45
|
|
|
47
|
|
|||
Net Income Attributable to PepsiCo
|
$
|
5,452
|
|
|
$
|
6,513
|
|
|
$
|
6,740
|
|
Net Income Attributable to PepsiCo per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
3.71
|
|
|
$
|
4.31
|
|
|
$
|
4.37
|
|
Diluted
|
$
|
3.67
|
|
|
$
|
4.27
|
|
|
$
|
4.32
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
1,469
|
|
|
1,509
|
|
|
1,541
|
|
|||
Diluted
|
1,485
|
|
|
1,527
|
|
|
1,560
|
|
|||
Cash dividends declared per common share
|
$
|
2.7625
|
|
|
$
|
2.5325
|
|
|
$
|
2.24
|
|
|
2015
|
||||||||||
|
Pre-tax amounts
|
|
Tax amounts
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
$
|
5,501
|
|
||||
Other Comprehensive Loss
|
|
|
|
|
|
||||||
Currency translation:
|
|
|
|
|
|
||||||
Currency translation adjustment
|
$
|
(2,938
|
)
|
|
$
|
—
|
|
|
(2,938
|
)
|
|
Reclassification associated with Venezuelan entities
|
111
|
|
|
—
|
|
|
111
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
97
|
|
|
(47
|
)
|
|
50
|
|
|||
Net derivative losses
|
(95
|
)
|
|
48
|
|
|
(47
|
)
|
|||
Pension and retiree medical:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
246
|
|
|
(74
|
)
|
|
172
|
|
|||
Reclassification associated with Venezuelan entities
|
20
|
|
|
(4
|
)
|
|
16
|
|
|||
Remeasurement of net liabilities and translation
|
(88
|
)
|
|
71
|
|
|
(17
|
)
|
|||
Unrealized gains on securities
|
3
|
|
|
(2
|
)
|
|
1
|
|
|||
Total Other Comprehensive Loss
|
$
|
(2,644
|
)
|
|
$
|
(8
|
)
|
|
(2,652
|
)
|
|
Comprehensive income
|
|
|
|
|
2,849
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
(47
|
)
|
|||||
Comprehensive Income Attributable to PepsiCo
|
|
|
|
|
$
|
2,802
|
|
|
2014
|
||||||||||
|
Pre-tax amounts
|
|
Tax amounts
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
$
|
6,558
|
|
||||
Other Comprehensive Loss
|
|
|
|
|
|
||||||
Currency translation adjustment
|
$
|
(5,010
|
)
|
|
$
|
—
|
|
|
(5,010
|
)
|
|
Cash flow hedges:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
249
|
|
|
(95
|
)
|
|
154
|
|
|||
Net derivative losses
|
(88
|
)
|
|
44
|
|
|
(44
|
)
|
|||
Pension and retiree medical:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
369
|
|
|
(122
|
)
|
|
247
|
|
|||
Remeasurement of net liabilities and translation
|
(1,323
|
)
|
|
437
|
|
|
(886
|
)
|
|||
Unrealized losses on securities
|
(11
|
)
|
|
5
|
|
|
(6
|
)
|
|||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total Other Comprehensive Loss
|
$
|
(5,813
|
)
|
|
$
|
269
|
|
|
(5,544
|
)
|
|
Comprehensive income
|
|
|
|
|
1,014
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
(43
|
)
|
|||||
Comprehensive Income Attributable to PepsiCo
|
|
|
|
|
$
|
971
|
|
|
2013
|
||||||||||
|
Pre-tax amounts
|
|
Tax amounts
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
$
|
6,787
|
|
||||
Other Comprehensive Income
|
|
|
|
|
|
||||||
Currency translation adjustment
|
$
|
(1,303
|
)
|
|
$
|
—
|
|
|
(1,303
|
)
|
|
Cash flow hedges:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
45
|
|
|
(17
|
)
|
|
28
|
|
|||
Net derivative losses
|
(20
|
)
|
|
10
|
|
|
(10
|
)
|
|||
Pension and retiree medical:
|
|
|
|
|
|
||||||
Reclassification of net losses to net income
|
353
|
|
|
(123
|
)
|
|
230
|
|
|||
Remeasurement of net liabilities and translation
|
2,164
|
|
|
(764
|
)
|
|
1,400
|
|
|||
Unrealized gains on securities
|
57
|
|
|
(28
|
)
|
|
29
|
|
|||
Other
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||
Total Other Comprehensive Income
|
$
|
1,296
|
|
|
$
|
(938
|
)
|
|
358
|
|
|
Comprehensive income
|
|
|
|
|
7,145
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
(45
|
)
|
|||||
Comprehensive Income Attributable to PepsiCo
|
|
|
|
|
$
|
7,100
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
5,501
|
|
|
$
|
6,558
|
|
|
$
|
6,787
|
|
Depreciation and amortization
|
2,416
|
|
|
2,625
|
|
|
2,663
|
|
|||
Share-based compensation expense
|
295
|
|
|
297
|
|
|
303
|
|
|||
Merger and integration charges
|
—
|
|
|
—
|
|
|
10
|
|
|||
Cash payments for merger and integration charges
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Restructuring and impairment charges
|
230
|
|
|
418
|
|
|
163
|
|
|||
Cash payments for restructuring charges
|
(208
|
)
|
|
(266
|
)
|
|
(133
|
)
|
|||
Charge related to the transaction with Tingyi
|
73
|
|
|
—
|
|
|
—
|
|
|||
Cash payments for restructuring and other charges related to the transaction with Tingyi
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||
Venezuela impairment charges
|
1,359
|
|
|
—
|
|
|
—
|
|
|||
Venezuela remeasurement charges
|
—
|
|
|
105
|
|
|
111
|
|
|||
Excess tax benefits from share-based payment arrangements
|
(133
|
)
|
|
(114
|
)
|
|
(117
|
)
|
|||
Pension and retiree medical plan expenses
|
467
|
|
|
667
|
|
|
663
|
|
|||
Pension and retiree medical plan contributions
|
(205
|
)
|
|
(655
|
)
|
|
(262
|
)
|
|||
Deferred income taxes and other tax charges and credits
|
78
|
|
|
(19
|
)
|
|
(1,058
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(461
|
)
|
|
(343
|
)
|
|
(88
|
)
|
|||
Inventories
|
(244
|
)
|
|
(111
|
)
|
|
4
|
|
|||
Prepaid expenses and other current assets
|
(50
|
)
|
|
80
|
|
|
(51
|
)
|
|||
Accounts payable and other current liabilities
|
1,692
|
|
|
1,162
|
|
|
1,007
|
|
|||
Income taxes payable
|
55
|
|
|
371
|
|
|
86
|
|
|||
Other, net
|
(285
|
)
|
|
(269
|
)
|
|
(349
|
)
|
|||
Net Cash Provided by Operating Activities
|
10,580
|
|
|
10,506
|
|
|
9,688
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital spending
|
(2,758
|
)
|
|
(2,859
|
)
|
|
(2,795
|
)
|
|||
Sales of property, plant and equipment
|
86
|
|
|
115
|
|
|
109
|
|
|||
Acquisitions and investments in noncontrolled affiliates
|
(86
|
)
|
|
(88
|
)
|
|
(109
|
)
|
|||
Reduction of cash due to Venezuela deconsolidation
|
(568
|
)
|
|
—
|
|
|
—
|
|
|||
Divestitures
|
76
|
|
|
203
|
|
|
130
|
|
|||
Short-term investments, by original maturity
|
|
|
|
|
|
||||||
More than three months - purchases
|
(4,428
|
)
|
|
(6,305
|
)
|
|
—
|
|
|||
More than three months - maturities
|
4,111
|
|
|
3,891
|
|
|
—
|
|
|||
Three months or less, net
|
3
|
|
|
116
|
|
|
61
|
|
|||
Other investing, net
|
(5
|
)
|
|
(10
|
)
|
|
(21
|
)
|
|||
Net Cash Used for Investing Activities
|
(3,569
|
)
|
|
(4,937
|
)
|
|
(2,625
|
)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuances of long-term debt
|
$
|
8,702
|
|
|
$
|
3,855
|
|
|
$
|
4,195
|
|
Payments of long-term debt
|
(4,095
|
)
|
|
(2,189
|
)
|
|
(3,894
|
)
|
|||
Short-term borrowings, by original maturity
|
|
|
|
|
|
||||||
More than three months - proceeds
|
15
|
|
|
50
|
|
|
23
|
|
|||
More than three months - payments
|
(43
|
)
|
|
(10
|
)
|
|
(492
|
)
|
|||
Three months or less, net
|
53
|
|
|
(2,037
|
)
|
|
1,634
|
|
|||
Cash dividends paid
|
(4,040
|
)
|
|
(3,730
|
)
|
|
(3,434
|
)
|
|||
Share repurchases - common
|
(5,000
|
)
|
|
(5,012
|
)
|
|
(3,001
|
)
|
|||
Share repurchases - preferred
|
(5
|
)
|
|
(10
|
)
|
|
(7
|
)
|
|||
Proceeds from exercises of stock options
|
504
|
|
|
755
|
|
|
1,123
|
|
|||
Excess tax benefits from share-based payment arrangements
|
133
|
|
|
114
|
|
|
117
|
|
|||
Acquisition of noncontrolling interests
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Other financing
|
(52
|
)
|
|
(50
|
)
|
|
(33
|
)
|
|||
Net Cash Used for Financing Activities
|
(3,828
|
)
|
|
(8,264
|
)
|
|
(3,789
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(221
|
)
|
|
(546
|
)
|
|
(196
|
)
|
|||
Net Increase/(Decrease) in Cash and Cash Equivalents
|
2,962
|
|
|
(3,241
|
)
|
|
3,078
|
|
|||
Cash and Cash Equivalents, Beginning of Year
|
6,134
|
|
|
9,375
|
|
|
6,297
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
9,096
|
|
|
$
|
6,134
|
|
|
$
|
9,375
|
|
|
2015
|
|
|
2014
|
|
||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,096
|
|
|
$
|
6,134
|
|
Short-term investments
|
2,913
|
|
|
2,592
|
|
||
Accounts and notes receivable, net
|
6,437
|
|
|
6,651
|
|
||
Inventories
|
2,720
|
|
|
3,143
|
|
||
Prepaid expenses and other current assets
|
1,865
|
|
|
2,143
|
|
||
Total Current Assets
|
23,031
|
|
|
20,663
|
|
||
Property, Plant and Equipment, net
|
16,317
|
|
|
17,244
|
|
||
Amortizable Intangible Assets, net
|
1,270
|
|
|
1,449
|
|
||
Goodwill
|
14,177
|
|
|
14,965
|
|
||
Other nonamortizable intangible assets
|
11,811
|
|
|
12,639
|
|
||
Nonamortizable Intangible Assets
|
25,988
|
|
|
27,604
|
|
||
Investments in Noncontrolled Affiliates
|
2,311
|
|
|
2,689
|
|
||
Other Assets
|
750
|
|
|
860
|
|
||
Total Assets
|
$
|
69,667
|
|
|
$
|
70,509
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term obligations
|
$
|
4,071
|
|
|
$
|
5,076
|
|
Accounts payable and other current liabilities
|
13,507
|
|
|
13,016
|
|
||
Total Current Liabilities
|
17,578
|
|
|
18,092
|
|
||
Long-Term Debt Obligations
|
29,213
|
|
|
23,821
|
|
||
Other Liabilities
|
5,887
|
|
|
5,744
|
|
||
Deferred Income Taxes
|
4,959
|
|
|
5,304
|
|
||
Total Liabilities
|
57,637
|
|
|
52,961
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Preferred Stock, no par value
|
41
|
|
|
41
|
|
||
Repurchased Preferred Stock
|
(186
|
)
|
|
(181
|
)
|
||
PepsiCo Common Shareholders’ Equity
|
|
|
|
||||
Common stock, par value 1
2
/
3
¢ per share (authorized 3,600 shares, issued, net of repurchased
common stock at par value: 1,448 and 1,488 shares, respectively) |
24
|
|
|
25
|
|
||
Capital in excess of par value
|
4,076
|
|
|
4,115
|
|
||
Retained earnings
|
50,472
|
|
|
49,092
|
|
||
Accumulated other comprehensive loss
|
(13,319
|
)
|
|
(10,669
|
)
|
||
Repurchased common stock, in excess of par value (418 and 378 shares, respectively)
|
(29,185
|
)
|
|
(24,985
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
12,068
|
|
|
17,578
|
|
||
Noncontrolling interests
|
107
|
|
|
110
|
|
||
Total Equity
|
12,030
|
|
|
17,548
|
|
||
Total Liabilities and Equity
|
$
|
69,667
|
|
|
$
|
70,509
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|||
Preferred Stock
|
0.8
|
|
|
$
|
41
|
|
|
0.8
|
|
|
$
|
41
|
|
|
0.8
|
|
|
$
|
41
|
|
Repurchased Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
(0.7
|
)
|
|
(181
|
)
|
|
(0.6
|
)
|
|
(171
|
)
|
|
(0.6
|
)
|
|
(164
|
)
|
|||
Redemptions
|
—
|
|
|
(5
|
)
|
|
(0.1
|
)
|
|
(10
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Balance, end of year
|
(0.7
|
)
|
|
(186
|
)
|
|
(0.7
|
)
|
|
(181
|
)
|
|
(0.6
|
)
|
|
(171
|
)
|
|||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
1,488
|
|
|
25
|
|
|
1,529
|
|
|
25
|
|
|
1,544
|
|
|
26
|
|
|||
Repurchased common stock
|
(40
|
)
|
|
(1
|
)
|
|
(41
|
)
|
|
—
|
|
|
(15
|
)
|
|
(1
|
)
|
|||
Balance, end of year
|
1,448
|
|
|
24
|
|
|
1,488
|
|
|
25
|
|
|
1,529
|
|
|
25
|
|
|||
Capital in Excess of Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
4,115
|
|
|
|
|
4,095
|
|
|
|
|
4,178
|
|
||||||
Share-based compensation expense
|
|
|
299
|
|
|
|
|
294
|
|
|
|
|
303
|
|
||||||
Stock option exercises, RSUs, PSUs and PEPunits converted
(a)
|
|
|
(182
|
)
|
|
|
|
(200
|
)
|
|
|
|
(287
|
)
|
||||||
Withholding tax on RSUs, PSUs and PEPunits converted
|
|
|
(151
|
)
|
|
|
|
(91
|
)
|
|
|
|
(87
|
)
|
||||||
Other
|
|
|
(5
|
)
|
|
|
|
17
|
|
|
|
|
(12
|
)
|
||||||
Balance, end of year
|
|
|
4,076
|
|
|
|
|
4,115
|
|
|
|
|
4,095
|
|
||||||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
49,092
|
|
|
|
|
46,420
|
|
|
|
|
43,158
|
|
||||||
Net income attributable to PepsiCo
|
|
|
5,452
|
|
|
|
|
6,513
|
|
|
|
|
6,740
|
|
||||||
Cash dividends declared - common
|
|
|
(4,071
|
)
|
|
|
|
(3,840
|
)
|
|
|
|
(3,477
|
)
|
||||||
Cash dividends declared - preferred
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
||||||
Balance, end of year
|
|
|
50,472
|
|
|
|
|
49,092
|
|
|
|
|
46,420
|
|
||||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
(10,669
|
)
|
|
|
|
(5,127
|
)
|
|
|
|
(5,487
|
)
|
||||||
Other comprehensive (loss)/income attributable to PepsiCo
|
|
|
(2,650
|
)
|
|
|
|
(5,542
|
)
|
|
|
|
360
|
|
||||||
Balance, end of year
|
|
|
(13,319
|
)
|
|
|
|
(10,669
|
)
|
|
|
|
(5,127
|
)
|
||||||
Repurchased Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
(378
|
)
|
|
(24,985
|
)
|
|
(337
|
)
|
|
(21,004
|
)
|
|
(322
|
)
|
|
(19,458
|
)
|
|||
Share repurchases
|
(52
|
)
|
|
(4,999
|
)
|
|
(57
|
)
|
|
(5,012
|
)
|
|
(37
|
)
|
|
(3,000
|
)
|
|||
Stock option exercises, RSUs, PSUs and PEPunits converted
|
12
|
|
|
794
|
|
|
15
|
|
|
1,030
|
|
|
22
|
|
|
1,451
|
|
|||
Other
|
—
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||
Balance, end of year
|
(418
|
)
|
|
(29,185
|
)
|
|
(378
|
)
|
|
(24,985
|
)
|
|
(337
|
)
|
|
(21,004
|
)
|
|||
Total PepsiCo Common Shareholders’ Equity
|
|
|
12,068
|
|
|
|
|
17,578
|
|
|
|
|
24,409
|
|
||||||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
110
|
|
|
|
|
110
|
|
|
|
|
105
|
|
||||||
Net income attributable to noncontrolling interests
|
|
|
49
|
|
|
|
|
45
|
|
|
|
|
47
|
|
||||||
Distributions to noncontrolling interests
|
|
|
(48
|
)
|
|
|
|
(41
|
)
|
|
|
|
(34
|
)
|
||||||
Currency translation adjustment
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
||||||
Acquisitions and divestitures
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(6
|
)
|
||||||
Other, net
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
|
|
|
—
|
|
||||||
Balance, end of year
|
|
|
107
|
|
|
|
|
110
|
|
|
|
|
110
|
|
||||||
Total Equity
|
|
|
$
|
12,030
|
|
|
|
|
$
|
17,548
|
|
|
|
|
$
|
24,389
|
|
Quarter
|
|
U.S. and Canada
|
|
International
|
First Quarter
|
|
12 weeks
|
|
January, February
|
Second Quarter
|
|
12 weeks
|
|
March, April and May
|
Third Quarter
|
|
12 weeks
|
|
June, July and August
|
Fourth Quarter
|
|
16 weeks
|
|
September, October, November and December
|
•
|
share-based compensation expense;
|
•
|
pension and retiree medical expense; and
|
•
|
derivatives.
|
|
Net Revenue
|
|
Operating Profit/(Loss)
(a)
|
||||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
FLNA
|
$
|
14,782
|
|
|
$
|
14,502
|
|
|
$
|
14,126
|
|
|
$
|
4,304
|
|
|
$
|
4,054
|
|
|
$
|
3,877
|
|
QFNA
(b)
|
2,543
|
|
|
2,568
|
|
|
2,612
|
|
|
560
|
|
|
621
|
|
|
617
|
|
||||||
NAB
(c)
|
20,618
|
|
|
20,171
|
|
|
20,083
|
|
|
2,785
|
|
|
2,421
|
|
|
2,580
|
|
||||||
Latin America
(d)
|
8,228
|
|
|
9,425
|
|
|
9,335
|
|
|
(206
|
)
|
|
1,636
|
|
|
1,617
|
|
||||||
ESSA
|
10,510
|
|
|
13,399
|
|
|
13,828
|
|
|
1,081
|
|
|
1,389
|
|
|
1,327
|
|
||||||
AMENA
(e)
|
6,375
|
|
|
6,618
|
|
|
6,431
|
|
|
941
|
|
|
985
|
|
|
1,140
|
|
||||||
Total division
|
63,056
|
|
|
66,683
|
|
|
66,415
|
|
|
9,465
|
|
|
11,106
|
|
|
11,158
|
|
||||||
Corporate Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mark-to-market net gains/(losses)
|
|
|
|
|
|
|
11
|
|
|
(68
|
)
|
|
(72
|
)
|
|||||||||
Restructuring and impairment charges
|
|
|
|
|
|
|
(13
|
)
|
|
(41
|
)
|
|
(11
|
)
|
|||||||||
Pension lump sum settlement charge
|
|
|
|
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|||||||||
Venezuela remeasurement charges
|
|
|
|
|
|
|
—
|
|
|
(126
|
)
|
|
(124
|
)
|
|||||||||
Other
|
|
|
|
|
|
|
(1,110
|
)
|
|
(1,149
|
)
|
|
(1,246
|
)
|
|||||||||
|
$
|
63,056
|
|
|
$
|
66,683
|
|
|
$
|
66,415
|
|
|
$
|
8,353
|
|
|
$
|
9,581
|
|
|
$
|
9,705
|
|
(a)
|
For information on the impact of restructuring and impairment charges on our divisions, see Note 3 to our consolidated financial statements.
|
(b)
|
Operating profit for QFNA for the year ended
December 26, 2015
includes pre-tax impairment charges of $
76 million
associated with our MQD joint venture investment, including a fourth quarter charge related to ceasing its operations.
|
(c)
|
Operating profit for NAB for the year ended
December 26, 2015
includes pre-tax gains of $
67 million
associated with the settlements of pension-related liabilities from previous acquisitions.
|
(d)
|
Operating loss for Latin America for the year ended
December 26, 2015
includes a pre- and after-tax charge of
$1.4 billion
related to our change in accounting for our investments in our wholly-owned Venezuelan subsidiaries and beverage joint venture. See subsequent “Venezuela” discussion.
|
(e)
|
Operating profit for AMENA for the year ended
December 26, 2015
includes a pre-tax gain of
$39 million
associated with refranchising a portion of our beverage businesses in India, a pre- and after-tax charge of
$73 million
related to a write-off of the value of a call option to increase our holding in TAB to
20%
and a pre- and after-tax impairment charge of
$29 million
associated with a joint venture in the Middle East.
|
|
Total Assets
|
|
Capital Spending
|
||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||||
FLNA
|
$
|
5,375
|
|
|
$
|
5,307
|
|
|
$
|
608
|
|
|
$
|
519
|
|
|
$
|
423
|
|
QFNA
|
872
|
|
|
982
|
|
|
40
|
|
|
58
|
|
|
38
|
|
|||||
NAB
|
28,128
|
|
|
28,665
|
|
|
695
|
|
|
708
|
|
|
705
|
|
|||||
Latin America
(a)
|
4,284
|
|
|
6,283
|
|
|
368
|
|
|
379
|
|
|
395
|
|
|||||
ESSA
|
12,225
|
|
|
13,934
|
|
|
404
|
|
|
502
|
|
|
551
|
|
|||||
AMENA
|
5,901
|
|
|
5,855
|
|
|
441
|
|
|
517
|
|
|
530
|
|
|||||
Total division
|
56,785
|
|
|
61,026
|
|
|
2,556
|
|
|
2,683
|
|
|
2,642
|
|
|||||
Corporate
(b)
|
12,882
|
|
|
9,483
|
|
|
202
|
|
|
176
|
|
|
153
|
|
|||||
|
$
|
69,667
|
|
|
$
|
70,509
|
|
|
$
|
2,758
|
|
|
$
|
2,859
|
|
|
$
|
2,795
|
|
(a)
|
The change in total assets in
2015
reflects a decrease of
$1.7 billion
related to the Venezuela impairment charges.
|
(b)
|
Corporate assets consist principally of certain cash and cash equivalents, short-term investments, derivative instruments, property, plant and equipment and pension and tax assets. In 2015, the change in total Corporate assets was primarily due to the increase in cash and cash equivalents.
|
|
Amortization of
Intangible Assets |
|
Depreciation and
Other Amortization |
||||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
FLNA
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
427
|
|
|
$
|
424
|
|
|
$
|
430
|
|
QFNA
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
|
51
|
|
||||||
NAB
|
38
|
|
|
43
|
|
|
55
|
|
|
813
|
|
|
837
|
|
|
843
|
|
||||||
Latin America
|
7
|
|
|
10
|
|
|
11
|
|
|
238
|
|
|
273
|
|
|
273
|
|
||||||
ESSA
|
20
|
|
|
28
|
|
|
32
|
|
|
353
|
|
|
471
|
|
|
525
|
|
||||||
AMENA
|
3
|
|
|
4
|
|
|
5
|
|
|
293
|
|
|
313
|
|
|
283
|
|
||||||
Total division
|
75
|
|
|
92
|
|
|
110
|
|
|
2,175
|
|
|
2,369
|
|
|
2,405
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
164
|
|
|
148
|
|
||||||
|
$
|
75
|
|
|
$
|
92
|
|
|
$
|
110
|
|
|
$
|
2,341
|
|
|
$
|
2,533
|
|
|
$
|
2,553
|
|
|
Net Revenue
|
|
Long-Lived Assets
(a)
|
|
||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
|||||
U.S.
|
$
|
35,266
|
|
|
$
|
34,219
|
|
|
$
|
33,626
|
|
|
$
|
27,876
|
|
|
$
|
27,964
|
|
|
Mexico
|
3,687
|
|
|
4,113
|
|
|
4,347
|
|
|
994
|
|
|
1,126
|
|
|
|||||
Russia
(b)
|
2,797
|
|
|
4,414
|
|
|
4,908
|
|
|
3,614
|
|
|
4,520
|
|
|
|||||
Canada
|
2,677
|
|
|
3,022
|
|
|
3,195
|
|
|
2,386
|
|
|
2,815
|
|
|
|||||
United Kingdom
|
1,966
|
|
|
2,174
|
|
|
2,115
|
|
|
1,107
|
|
|
1,155
|
|
|
|||||
Brazil
|
1,289
|
|
|
1,790
|
|
|
1,835
|
|
|
649
|
|
|
928
|
|
|
|||||
All other countries
|
15,374
|
|
|
16,951
|
|
|
16,389
|
|
|
9,260
|
|
(c)
|
10,478
|
|
(c)
|
|||||
|
$
|
63,056
|
|
|
$
|
66,683
|
|
|
$
|
66,415
|
|
|
$
|
45,886
|
|
|
$
|
48,986
|
|
|
(a)
|
Long-lived assets represent property, plant and equipment, nonamortizable intangible assets, amortizable intangible assets and investments in noncontrolled affiliates. These assets are reported in the country where they are primarily used.
|
(b)
|
Change in net revenue and long-lived assets in 2015 primarily reflects the depreciation of the Russian ruble.
|
(c)
|
Included in all other countries as of
December 26, 2015
and
December 27, 2014
is
$538 million
and
$611 million
, respectively, related to our
5%
indirect equity interest in TAB.
|
•
|
media and personal service prepayments;
|
•
|
promotional materials in inventory; and
|
•
|
production costs of future media advertising.
|
•
|
Basis of Presentation
- See Note 1 - Basis of Presentation for a description of our policies regarding use of estimates, basis of presentation and consolidation.
|
•
|
Property, Plant and Equipment and Intangible Assets
– Note 4.
|
•
|
Income Taxes
– Note 5, and for additional unaudited information see, “Our Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Share-Based Compensation –
Note 6.
|
•
|
Pension, Retiree Medical and Savings Plans
– Note 7, and for additional unaudited information, see “Our Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Financial Instruments
– Note 10, and for additional unaudited information, see “Our Business Risks” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Inventories
– Note 14. Inventories are valued at the lower of cost or market. Cost is determined using the average; first-in, first-out (FIFO) or last-in, first-out (LIFO) methods.
|
•
|
Translation of Financial Statements of Foreign Subsidiaries
– Financial statements of foreign subsidiaries are translated into U.S. dollars using period-end exchange rates for assets and liabilities and weighted-average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive loss within common shareholders’ equity as currency translation adjustment.
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
2014 Productivity Plan
|
$
|
169
|
|
|
$
|
357
|
|
|
$
|
53
|
|
2012 Productivity Plan
|
61
|
|
|
61
|
|
|
110
|
|
|||
Total restructuring and impairment charges
|
230
|
|
|
418
|
|
|
163
|
|
|||
Other productivity initiatives
|
90
|
|
|
67
|
|
|
—
|
|
|||
Total restructuring and impairment charges and other productivity initiatives
|
$
|
320
|
|
|
$
|
485
|
|
|
$
|
163
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||||||||||
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
|
Severance and Other
Employee Costs |
|
Other Costs
|
|
Total
|
||||||||||||||||||||||
FLNA
(a)
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
$
|
26
|
|
|
$
|
25
|
|
|
$
|
10
|
|
|
$
|
11
|
|
|
$
|
46
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
11
|
|
QFNA
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
12
|
|
|
—
|
|
|
2
|
|
|
14
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||||||
NAB
|
10
|
|
|
4
|
|
|
17
|
|
|
31
|
|
|
60
|
|
|
56
|
|
|
56
|
|
|
172
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||||||||
Latin America
|
2
|
|
|
10
|
|
|
16
|
|
|
28
|
|
|
15
|
|
|
3
|
|
|
10
|
|
|
28
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||||||||
ESSA
|
26
|
|
|
11
|
|
|
25
|
|
|
62
|
|
|
24
|
|
|
4
|
|
|
14
|
|
|
42
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||||||||
AMENA
|
2
|
|
|
—
|
|
|
8
|
|
|
10
|
|
|
14
|
|
|
—
|
|
|
8
|
|
|
22
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||||
Corporate
(a)
|
1
|
|
|
—
|
|
|
8
|
|
|
9
|
|
|
(2
|
)
|
|
—
|
|
|
35
|
|
|
33
|
|
|
12
|
|
|
1
|
|
|
13
|
|
|||||||||||
|
$
|
59
|
|
|
$
|
24
|
|
|
$
|
86
|
|
|
$
|
169
|
|
|
$
|
148
|
|
|
$
|
73
|
|
|
$
|
136
|
|
|
$
|
357
|
|
|
$
|
52
|
|
|
$
|
1
|
|
|
$
|
53
|
|
(a)
|
Income amounts represent adjustments of previously recorded amounts.
|
|
Severance and Other
Employee Costs |
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
2013 restructuring charges
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
53
|
|
Non-cash charges and translation
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||
Liability as of December 28, 2013
|
30
|
|
|
—
|
|
|
1
|
|
|
31
|
|
||||
2014 restructuring charges
|
148
|
|
|
73
|
|
|
136
|
|
|
357
|
|
||||
Cash payments
|
(56
|
)
|
|
—
|
|
|
(109
|
)
|
|
(165
|
)
|
||||
Non-cash charges and translation
|
(33
|
)
|
|
(73
|
)
|
|
(4
|
)
|
|
(110
|
)
|
||||
Liability as of December 27, 2014
|
89
|
|
|
—
|
|
|
24
|
|
|
113
|
|
||||
2015 restructuring charges
|
59
|
|
|
24
|
|
|
86
|
|
|
169
|
|
||||
Cash payments
|
(76
|
)
|
|
—
|
|
|
(87
|
)
|
|
(163
|
)
|
||||
Non-cash charges and translation
|
(11
|
)
|
|
(24
|
)
|
|
(3
|
)
|
|
(38
|
)
|
||||
Liability as of December 26, 2015
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
81
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||||||||||||||||
|
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
||||||||||||||||||||||||
FLNA
(a)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
8
|
|
QFNA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||||||
NAB
(a)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
(3
|
)
|
|
1
|
|
|
9
|
|
|
7
|
|
|
8
|
|
|
—
|
|
|
13
|
|
|
21
|
|
||||||||||||
Latin America
(a)
|
|
6
|
|
|
1
|
|
|
1
|
|
|
8
|
|
|
19
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
7
|
|
||||||||||||
ESSA
|
|
15
|
|
|
—
|
|
|
12
|
|
|
27
|
|
|
6
|
|
|
5
|
|
|
18
|
|
|
29
|
|
|
36
|
|
|
2
|
|
|
12
|
|
|
50
|
|
||||||||||||
AMENA
|
|
15
|
|
|
3
|
|
|
2
|
|
|
20
|
|
|
12
|
|
|
—
|
|
|
3
|
|
|
15
|
|
|
21
|
|
|
2
|
|
|
2
|
|
|
25
|
|
||||||||||||
Corporate
(a)
|
|
3
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
(2
|
)
|
|
—
|
|
|
10
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||||||||
|
|
$
|
39
|
|
|
$
|
4
|
|
|
$
|
18
|
|
|
$
|
61
|
|
|
$
|
31
|
|
|
$
|
6
|
|
|
$
|
24
|
|
|
$
|
61
|
|
|
$
|
74
|
|
|
$
|
6
|
|
|
$
|
30
|
|
|
$
|
110
|
|
(a)
|
Income amounts represent adjustments of previously recorded amounts.
|
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
||||||||
Liability as of December 29, 2012
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
127
|
|
2013 restructuring charges
|
74
|
|
|
6
|
|
|
30
|
|
|
110
|
|
||||
Cash payments
|
(89
|
)
|
|
—
|
|
|
(44
|
)
|
|
(133
|
)
|
||||
Non-cash charges and translation
|
(8
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|
(19
|
)
|
||||
Liability as of December 28, 2013
|
68
|
|
|
—
|
|
|
17
|
|
|
85
|
|
||||
2014 restructuring charges
|
31
|
|
|
6
|
|
|
24
|
|
|
61
|
|
||||
Cash payments
|
(65
|
)
|
|
—
|
|
|
(36
|
)
|
|
(101
|
)
|
||||
Non-cash charges and translation
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Liability as of December 27, 2014
|
28
|
|
|
—
|
|
|
5
|
|
|
33
|
|
||||
2015 restructuring charges
|
39
|
|
|
4
|
|
|
18
|
|
|
61
|
|
||||
Cash payments
|
(24
|
)
|
|
—
|
|
|
(21
|
)
|
|
(45
|
)
|
||||
Non-cash charges and translation
|
(8
|
)
|
|
(4
|
)
|
|
1
|
|
|
(11
|
)
|
||||
Liability as of December 26, 2015
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
38
|
|
|
Average
Useful Life (Years) |
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Property, plant and equipment, net
|
|
|
|
|
|
|
|
||||||
Land
|
|
|
$
|
1,184
|
|
|
$
|
1,288
|
|
|
|
||
Buildings and improvements
|
15 – 44
|
|
8,061
|
|
|
8,114
|
|
|
|
||||
Machinery and equipment, including fleet and software
|
5 – 15
|
|
24,764
|
|
|
25,146
|
|
|
|
||||
Construction in progress
|
|
|
1,738
|
|
|
1,752
|
|
|
|
||||
|
|
|
35,747
|
|
|
36,300
|
|
|
|
||||
Accumulated depreciation
|
|
|
(19,430
|
)
|
|
(19,056
|
)
|
|
|
||||
|
|
|
$
|
16,317
|
|
|
$
|
17,244
|
|
|
|
||
Depreciation expense
|
|
|
$
|
2,248
|
|
|
$
|
2,441
|
|
|
$
|
2,472
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||
Amortizable intangible assets, net
|
Average
Useful Life (Years) |
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
|
||||||||||||||
Acquired franchise rights
|
56 – 60
|
|
$
|
820
|
|
|
$
|
(92
|
)
|
|
$
|
728
|
|
|
$
|
879
|
|
|
$
|
(89
|
)
|
|
$
|
790
|
|
|
|
||
Reacquired franchise rights
|
5 – 14
|
|
105
|
|
|
(99
|
)
|
|
6
|
|
|
107
|
|
|
(95
|
)
|
|
12
|
|
|
|
||||||||
Brands
|
20 – 40
|
|
1,298
|
|
|
(987
|
)
|
|
311
|
|
|
1,361
|
|
|
(1,004
|
)
|
|
357
|
|
|
|
||||||||
Other identifiable intangibles
|
10 – 24
|
|
526
|
|
|
(301
|
)
|
|
225
|
|
|
595
|
|
|
(305
|
)
|
|
290
|
|
|
|
||||||||
|
|
|
$
|
2,749
|
|
|
$
|
(1,479
|
)
|
|
$
|
1,270
|
|
|
$
|
2,942
|
|
|
$
|
(1,493
|
)
|
|
$
|
1,449
|
|
|
|
||
Amortization expense
|
|
|
|
|
|
|
$
|
75
|
|
|
|
|
|
|
$
|
92
|
|
|
$
|
110
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||
Five-year projected amortization
|
|
$
|
65
|
|
|
$
|
60
|
|
|
$
|
59
|
|
|
$
|
56
|
|
|
$
|
55
|
|
|
Balance,
Beginning 2014 |
|
Translation
and Other |
|
Balance,
End of 2014 |
|
Translation
and Other |
|
Balance,
End of 2015 |
||||||||||
FLNA
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
305
|
|
|
$
|
(14
|
)
|
|
$
|
291
|
|
|
$
|
(24
|
)
|
|
$
|
267
|
|
Brands
|
29
|
|
|
(2
|
)
|
|
27
|
|
|
(5
|
)
|
|
22
|
|
|||||
|
334
|
|
|
(16
|
)
|
|
318
|
|
|
(29
|
)
|
|
289
|
|
|||||
QFNA
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
NAB
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
9,894
|
|
|
(48
|
)
|
|
9,846
|
|
|
(92
|
)
|
|
9,754
|
|
|||||
Reacquired franchise rights
|
7,281
|
|
|
(88
|
)
|
|
7,193
|
|
|
(151
|
)
|
|
7,042
|
|
|||||
Acquired franchise rights
|
1,551
|
|
|
(13
|
)
|
|
1,538
|
|
|
(31
|
)
|
|
1,507
|
|
|||||
Brands
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
|||||
|
18,834
|
|
|
(149
|
)
|
|
18,685
|
|
|
(274
|
)
|
|
18,411
|
|
|||||
Latin America
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
709
|
|
|
(65
|
)
|
|
644
|
|
|
(123
|
)
|
|
521
|
|
|||||
Brands
|
244
|
|
|
(21
|
)
|
|
223
|
|
|
(86
|
)
|
|
137
|
|
|||||
|
953
|
|
|
(86
|
)
|
|
867
|
|
|
(209
|
)
|
|
658
|
|
|||||
ESSA
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
5,027
|
|
|
(1,488
|
)
|
|
3,539
|
|
|
(497
|
)
|
|
3,042
|
|
|||||
Reacquired franchise rights
|
760
|
|
|
(189
|
)
|
|
571
|
|
|
(83
|
)
|
|
488
|
|
|||||
Acquired franchise rights
|
230
|
|
|
(31
|
)
|
|
199
|
|
|
(9
|
)
|
|
190
|
|
|||||
Brands
|
4,071
|
|
|
(1,408
|
)
|
|
2,663
|
|
|
(451
|
)
|
|
2,212
|
|
|||||
|
10,088
|
|
|
(3,116
|
)
|
|
6,972
|
|
|
(1,040
|
)
|
|
5,932
|
|
|||||
AMENA
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
503
|
|
|
(33
|
)
|
|
470
|
|
|
(52
|
)
|
|
418
|
|
|||||
Brands
|
127
|
|
|
(10
|
)
|
|
117
|
|
|
(12
|
)
|
|
105
|
|
|||||
|
630
|
|
|
(43
|
)
|
|
587
|
|
|
(64
|
)
|
|
523
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total goodwill
|
16,613
|
|
|
(1,648
|
)
|
|
14,965
|
|
|
(788
|
)
|
|
14,177
|
|
|||||
Total reacquired franchise rights
|
8,041
|
|
|
(277
|
)
|
|
7,764
|
|
|
(234
|
)
|
|
7,530
|
|
|||||
Total acquired franchise rights
|
1,781
|
|
|
(44
|
)
|
|
1,737
|
|
|
(40
|
)
|
|
1,697
|
|
|||||
Total brands
|
4,579
|
|
|
(1,441
|
)
|
|
3,138
|
|
|
(554
|
)
|
|
2,584
|
|
|||||
|
$
|
31,014
|
|
|
$
|
(3,410
|
)
|
|
$
|
27,604
|
|
|
$
|
(1,616
|
)
|
|
$
|
25,988
|
|
(a)
|
The change in 2015 includes a reduction of
$41 million
of nonamortizable brands arising from the Venezuela deconsolidation.
|
(b)
|
The change in 2015 and 2014 primarily reflects the depreciation of the Russian ruble.
|
Deferred tax liabilities
|
2015
|
|
|
2014
|
|
||
Debt guarantee of wholly-owned subsidiary
|
$
|
842
|
|
|
$
|
842
|
|
Property, plant and equipment
|
2,023
|
|
|
2,174
|
|
||
Intangible assets other than nondeductible goodwill
|
3,920
|
|
|
4,068
|
|
||
Other
|
299
|
|
|
264
|
|
||
Gross deferred tax liabilities
|
7,084
|
|
|
7,348
|
|
||
Deferred tax assets
|
|
|
|
||||
Net carryforwards
|
1,279
|
|
|
1,329
|
|
||
Share-based compensation
|
240
|
|
|
265
|
|
||
Retiree medical benefits
|
343
|
|
|
388
|
|
||
Other employee-related benefits
|
547
|
|
|
646
|
|
||
Pension benefits
|
424
|
|
|
263
|
|
||
Deductible state tax and interest benefits
|
186
|
|
|
158
|
|
||
Other
|
933
|
|
|
1,100
|
|
||
Gross deferred tax assets
|
3,952
|
|
|
4,149
|
|
||
Valuation allowances
|
(1,136
|
)
|
|
(1,230
|
)
|
||
Deferred tax assets, net
|
2,816
|
|
|
2,919
|
|
||
Net deferred tax liabilities
|
$
|
4,268
|
|
|
$
|
4,429
|
|
|
2015
|
|
|
2014
|
|
||
Assets:
|
|
|
|
||||
Prepaid expenses and other current assets
|
$
|
691
|
|
|
$
|
875
|
|
Liabilities:
|
|
|
|
||||
Deferred income taxes
|
$
|
4,959
|
|
|
$
|
5,304
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Balance, beginning of year
|
$
|
1,230
|
|
|
$
|
1,360
|
|
|
$
|
1,233
|
|
(Benefit)/provision
|
(26
|
)
|
|
(25
|
)
|
|
111
|
|
|||
Other (deductions)/additions
|
(68
|
)
|
|
(105
|
)
|
|
16
|
|
|||
Balance, end of year
|
$
|
1,136
|
|
|
$
|
1,230
|
|
|
$
|
1,360
|
|
Jurisdiction
|
|
Years Open to Audit
|
|
Years Currently Under Audit
|
United States
|
|
2010-2014
|
|
None
|
Mexico
|
|
2010-2014
|
|
None
|
United Kingdom
|
|
2013-2014
|
|
None
|
Canada (Domestic)
|
|
2011-2014
|
|
2011-2013
|
Canada (International)
|
|
2008-2014
|
|
2008-2013
|
Russia
|
|
2012-2014
|
|
2012-2014
|
|
2015
|
|
|
2014
|
|
||
Balance, beginning of year
|
$
|
1,587
|
|
|
$
|
1,268
|
|
Additions for tax positions related to the current year
|
248
|
|
|
349
|
|
||
Additions for tax positions from prior years
|
122
|
|
|
215
|
|
||
Reductions for tax positions from prior years
|
(261
|
)
|
|
(81
|
)
|
||
Settlement payments
|
(78
|
)
|
|
(70
|
)
|
||
Statutes of limitations expiration
|
(34
|
)
|
|
(42
|
)
|
||
Translation and other
|
(37
|
)
|
|
(52
|
)
|
||
Balance, end of year
|
$
|
1,547
|
|
|
$
|
1,587
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Share-based compensation expense
|
$
|
295
|
|
|
$
|
297
|
|
|
$
|
303
|
|
Restructuring and impairment charges/(credits)
|
4
|
|
|
(3
|
)
|
|
—
|
|
|||
Total
|
$
|
299
|
|
|
$
|
294
|
|
|
$
|
303
|
|
Income tax benefits recognized in earnings related to share-based compensation
|
$
|
77
|
|
|
$
|
75
|
|
|
$
|
76
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Expected life
|
7 years
|
|
|
6 years
|
|
|
6 years
|
|
Risk-free interest rate
|
1.8
|
%
|
|
1.9
|
%
|
|
1.1
|
%
|
Expected volatility
|
15
|
%
|
|
16
|
%
|
|
17
|
%
|
Expected dividend yield
|
2.7
|
%
|
|
2.9
|
%
|
|
2.7
|
%
|
Our Stock Option Activity
|
Options
(a)
|
|
Weighted-Average Exercise
Price |
|
Weighted-Average Contractual
Life Remaining (years) |
|
Aggregate Intrinsic
Value (b) |
|||||
Outstanding at December 27, 2014
|
38,857
|
|
|
$
|
64.06
|
|
|
|
|
|
||
Granted
|
1,884
|
|
|
$
|
98.19
|
|
|
|
|
|
||
Exercised
|
(8,483
|
)
|
|
$
|
59.51
|
|
|
|
|
|
||
Forfeited/expired
|
(786
|
)
|
|
$
|
77.73
|
|
|
|
|
|
||
Outstanding at December 26, 2015
|
31,472
|
|
|
$
|
66.98
|
|
|
4.38
|
|
$
|
1,056,138
|
|
Exercisable at December 26, 2015
|
24,609
|
|
|
$
|
62.20
|
|
|
3.34
|
|
$
|
943,605
|
|
Expected to vest as of December 26, 2015
|
6,365
|
|
|
$
|
83.60
|
|
|
8.07
|
|
$
|
107,845
|
|
(a)
|
Options are in thousands and include options previously granted under the PBG plan. No additional options or shares were granted under the PBG plan after 2009.
|
(b)
|
In thousands.
|
Our RSU and PSU Activity
|
RSUs/PSUs
(a)
|
|
Weighted-Average
Grant-Date Fair Value |
|
Weighted-Average Contractual Life
Remaining (years) |
|
Aggregate
Intrinsic Value (a) |
|||||
Outstanding at December 27, 2014
|
11,228
|
|
|
$
|
74.49
|
|
|
|
|
|
||
Granted
(b)
|
2,759
|
|
|
$
|
99.17
|
|
|
|
|
|
||
Converted
|
(3,920
|
)
|
|
$
|
67.91
|
|
|
|
|
|
||
Forfeited
|
(1,000
|
)
|
|
$
|
82.10
|
|
|
|
|
|
||
Actual performance change
(c)
|
41
|
|
|
$
|
89.34
|
|
|
|
|
|
||
Outstanding at December 26, 2015
(d)
|
9,108
|
|
|
$
|
84.03
|
|
|
1.29
|
|
$
|
915,727
|
|
Expected to vest as of December 26, 2015
|
8,389
|
|
|
$
|
83.52
|
|
|
1.21
|
|
$
|
843,472
|
|
(a)
|
In thousands.
|
(b)
|
Grant activity for all PSUs are disclosed at target.
|
(c)
|
Reflects the net number of PSUs above and below target levels based on actual performance measured at the end of the performance period.
|
(d)
|
The outstanding PSUs for which the performance period has not ended as of December 26, 2015, at the threshold, target and maximum award levels were
zero
,
0.5 million
and
0.7 million
, respectively.
|
Our PEPunit Activity
|
PEPunits
(a)
|
|
Weighted-Average
Grant-Date Fair Value |
|
Weighted-Average
Contractual Life Remaining (years) |
|
Aggregate
Intrinsic Value (a) |
|||||
Outstanding at December 27, 2014
|
953
|
|
|
$
|
61.04
|
|
|
|
|
|
||
Granted
(b)
|
300
|
|
|
$
|
68.94
|
|
|
|
|
|
||
Converted
|
(395
|
)
|
|
$
|
64.36
|
|
|
|
|
|
||
Forfeited
|
(109
|
)
|
|
$
|
60.22
|
|
|
|
|
|
||
Actual performance change
(c)
|
72
|
|
|
$
|
64.81
|
|
|
|
|
|
||
Outstanding at December 26, 2015
(d)
|
821
|
|
|
$
|
62.77
|
|
|
1.19
|
|
$
|
82,546
|
|
Expected to vest as of December 26, 2015
|
763
|
|
|
$
|
62.95
|
|
|
1.19
|
|
$
|
76,751
|
|
(a)
|
In thousands.
|
(b)
|
Grant activity for all PEPunits are disclosed at target.
|
(c)
|
Reflects the net number of PEPunits above and below target levels based on actual performance measured at the end of the performance period.
|
(d)
|
The outstanding PEPunits for which the performance period has not ended as of December 26, 2015, at the threshold, target and maximum award levels were
zero
,
0.8 million
and
1.4 million
, respectively.
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Stock Options
|
|
|
|
|
|
||||||
Total number of options granted
(a)
|
1,884
|
|
|
3,416
|
|
|
2,868
|
|
|||
Weighted-average grant-date fair value of options granted
|
$
|
10.80
|
|
|
$
|
8.79
|
|
|
$
|
8.14
|
|
Total intrinsic value of options exercised
(a)
|
$
|
366,188
|
|
|
$
|
423,251
|
|
|
$
|
471,475
|
|
Total grant-date fair value of options vested
(a)
|
$
|
21,837
|
|
|
$
|
42,353
|
|
|
$
|
88,750
|
|
RSUs/PSUs
|
|
|
|
|
|
||||||
Total number of RSUs/PSUs granted
(a)
|
2,759
|
|
|
4,379
|
|
|
4,231
|
|
|||
Weighted-average grant-date fair value of RSUs/PSUs granted
|
$
|
99.17
|
|
|
$
|
80.39
|
|
|
$
|
76.30
|
|
Total intrinsic value of RSUs/PSUs converted
(a)
|
$
|
375,510
|
|
|
$
|
319,820
|
|
|
$
|
294,065
|
|
Total grant-date fair value of RSUs/PSUs vested
(a)
|
$
|
257,831
|
|
|
$
|
241,836
|
|
|
$
|
236,688
|
|
PEPunits
|
|
|
|
|
|
||||||
Total number of PEPunits granted
(a)
|
300
|
|
|
387
|
|
|
355
|
|
|||
Weighted-average grant-date fair value of PEPunits granted
|
$
|
68.94
|
|
|
$
|
50.95
|
|
|
$
|
68.48
|
|
Total intrinsic value of PEPunits converted
(a)
|
$
|
37,705
|
|
|
$
|
—
|
|
|
$
|
3,868
|
|
Total grant-date fair value of PEPunits vested
(a)
|
$
|
22,286
|
|
|
$
|
5,072
|
|
|
$
|
5,896
|
|
(a)
|
In thousands.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||||
Change in projected benefit liability
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liability at beginning of year
|
$
|
13,409
|
|
|
$
|
11,825
|
|
|
$
|
3,247
|
|
|
$
|
2,859
|
|
|
$
|
1,439
|
|
|
$
|
1,384
|
|
Service cost
|
435
|
|
|
393
|
|
|
99
|
|
|
98
|
|
|
35
|
|
|
36
|
|
||||||
Interest cost
|
546
|
|
|
580
|
|
|
115
|
|
|
131
|
|
|
52
|
|
|
58
|
|
||||||
Plan amendments
|
16
|
|
|
(122
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Experience (gain)/loss
|
(583
|
)
|
|
1,635
|
|
|
(221
|
)
|
|
512
|
|
|
(115
|
)
|
|
190
|
|
||||||
Benefit payments
|
(808
|
)
|
|
(349
|
)
|
|
(89
|
)
|
|
(86
|
)
|
|
(102
|
)
|
|
(101
|
)
|
||||||
Settlement/curtailment gain
|
—
|
|
|
(577
|
)
|
|
(19
|
)
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
18
|
|
|
24
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
3
|
|
||||||
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
(264
|
)
|
|
(245
|
)
|
|
(10
|
)
|
|
(6
|
)
|
||||||
Liability at end of year
|
$
|
13,033
|
|
|
$
|
13,409
|
|
|
$
|
2,872
|
|
|
$
|
3,247
|
|
|
$
|
1,300
|
|
|
$
|
1,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at beginning of year
|
$
|
12,224
|
|
|
$
|
11,462
|
|
|
$
|
3,002
|
|
|
$
|
2,777
|
|
|
$
|
415
|
|
|
$
|
406
|
|
Actual return on plan assets
|
(85
|
)
|
|
1,254
|
|
|
77
|
|
|
401
|
|
|
(2
|
)
|
|
46
|
|
||||||
Employer contributions/funding
|
66
|
|
|
434
|
|
|
96
|
|
|
157
|
|
|
43
|
|
|
64
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(808
|
)
|
|
(349
|
)
|
|
(89
|
)
|
|
(86
|
)
|
|
(102
|
)
|
|
(101
|
)
|
||||||
Settlement
|
—
|
|
|
(577
|
)
|
|
(16
|
)
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
||||||
Foreign currency adjustment
|
—
|
|
|
—
|
|
|
(249
|
)
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value at end of year
|
$
|
11,397
|
|
|
$
|
12,224
|
|
|
$
|
2,823
|
|
|
$
|
3,002
|
|
|
$
|
354
|
|
|
$
|
415
|
|
Funded status
|
$
|
(1,636
|
)
|
|
$
|
(1,185
|
)
|
|
$
|
(49
|
)
|
|
$
|
(245
|
)
|
|
$
|
(946
|
)
|
|
$
|
(1,024
|
)
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||||||||
Components of benefit expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
435
|
|
|
$
|
393
|
|
|
$
|
467
|
|
|
$
|
99
|
|
|
$
|
98
|
|
|
$
|
111
|
|
|
$
|
35
|
|
|
$
|
36
|
|
|
$
|
45
|
|
Interest cost
|
546
|
|
|
580
|
|
|
527
|
|
|
115
|
|
|
131
|
|
|
118
|
|
|
52
|
|
|
58
|
|
|
54
|
|
|||||||||
Expected return on plan assets
|
(850
|
)
|
|
(784
|
)
|
|
(823
|
)
|
|
(174
|
)
|
|
(176
|
)
|
|
(157
|
)
|
|
(27
|
)
|
|
(27
|
)
|
|
(27
|
)
|
|||||||||
Amortization of prior service (credit)/cost
|
(3
|
)
|
|
21
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(39
|
)
|
|
(28
|
)
|
|
(23
|
)
|
|||||||||
Amortization of net loss/(gain)
|
205
|
|
|
175
|
|
|
289
|
|
|
71
|
|
|
53
|
|
|
66
|
|
|
2
|
|
|
(4
|
)
|
|
1
|
|
|||||||||
|
333
|
|
|
385
|
|
|
478
|
|
|
111
|
|
|
106
|
|
|
139
|
|
|
23
|
|
|
35
|
|
|
50
|
|
|||||||||
Settlement/curtailment loss/(gain)
(a)
|
—
|
|
|
141
|
|
|
(4
|
)
|
|
3
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Special termination benefits
|
18
|
|
|
24
|
|
|
22
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
2
|
|
|||||||||
Total
|
$
|
351
|
|
|
$
|
550
|
|
|
$
|
496
|
|
|
$
|
115
|
|
|
$
|
113
|
|
|
$
|
146
|
|
|
$
|
24
|
|
|
$
|
38
|
|
|
$
|
52
|
|
(a)
|
U.S. includes a pension lump sum settlement charge of
$141 million
in 2014. See additional unaudited information in “Items Affecting Comparability” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Pension
|
|
Retiree Medical
|
||||||||
|
U.S.
|
|
International
|
|
|
||||||
Net loss
|
$
|
168
|
|
|
$
|
43
|
|
|
$
|
(2
|
)
|
Prior service credit
|
(1
|
)
|
|
—
|
|
|
(37
|
)
|
|||
Total
|
$
|
167
|
|
|
$
|
43
|
|
|
$
|
(39
|
)
|
|
Pension
|
|
Retiree Medical
|
|||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
|
|
|||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Weighted-average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liability discount rate
|
4.5
|
%
|
|
4.2
|
%
|
|
5.0
|
%
|
|
4.0
|
%
|
|
3.8
|
%
|
|
4.7
|
%
|
|
4.2
|
%
|
|
3.8
|
%
|
|
4.6
|
%
|
Expense discount rate
|
4.2
|
%
|
|
5.0
|
%
|
|
4.2
|
%
|
|
3.8
|
%
|
|
4.7
|
%
|
|
4.4
|
%
|
|
3.8
|
%
|
|
4.3
|
%
|
|
3.7
|
%
|
Expected return on plan assets
|
7.5
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|
6.5
|
%
|
|
6.6
|
%
|
|
6.6
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
Liability rate of salary increases
|
3.1
|
%
|
|
3.5
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
3.9
|
%
|
|
|
|
|
|
|
|||
Expense rate of salary increases
|
3.5
|
%
|
|
3.7
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
3.9
|
%
|
|
3.9
|
%
|
|
|
|
|
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021-25
|
|
||||||
Pension
|
$
|
755
|
|
|
$
|
780
|
|
|
$
|
835
|
|
|
$
|
880
|
|
|
$
|
930
|
|
|
$
|
5,335
|
|
Retiree medical
(a)
|
$
|
120
|
|
|
$
|
120
|
|
|
$
|
120
|
|
|
$
|
120
|
|
|
$
|
115
|
|
|
$
|
535
|
|
(a)
|
Expected future benefit payments for our retiree medical plans do not reflect any estimated subsidies expected to be received under the 2003 Medicare Act. Subsidies are expected to be approximately
$2
to
$3 million
for each of the years from
2016
through
2020
and approximately
$9 million
in total for 2021 through 2025.
|
|
2016
|
|
|
2015
|
|
Fixed income
|
40
|
%
|
|
40
|
%
|
U.S. equity
|
33
|
%
|
|
33
|
%
|
International equity
|
22
|
%
|
|
22
|
%
|
Real estate
|
5
|
%
|
|
5
|
%
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
Discretionary
(a)
|
$
|
—
|
|
|
$
|
407
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-discretionary
|
162
|
|
|
184
|
|
|
177
|
|
|
43
|
|
|
64
|
|
|
62
|
|
||||||
Total
|
$
|
162
|
|
|
$
|
591
|
|
|
$
|
200
|
|
|
$
|
43
|
|
|
$
|
64
|
|
|
$
|
62
|
|
(a)
|
Includes
$388 million
in 2014 pertaining to pension lump sum payments.
|
|
2015
|
|
2014
|
||||||||||||||||
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||||
U.S. plan assets
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. common stock
(b)
|
$
|
1,415
|
|
|
$
|
1,415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
966
|
|
U.S. commingled funds
(c) (d)
|
2,369
|
|
|
—
|
|
|
2,369
|
|
|
—
|
|
|
3,437
|
|
|||||
International common stock
(b)
|
1,203
|
|
|
1,203
|
|
|
—
|
|
|
—
|
|
|
1,488
|
|
|||||
International commingled fund
(e)
|
1,113
|
|
|
—
|
|
|
1,113
|
|
|
—
|
|
|
876
|
|
|||||
Preferred stock
(f)
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
22
|
|
|||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Government securities
(f)
|
1,181
|
|
|
—
|
|
|
1,181
|
|
|
—
|
|
|
1,279
|
|
|||||
Corporate bonds
(f) (g)
|
3,191
|
|
|
—
|
|
|
3,191
|
|
|
—
|
|
|
3,338
|
|
|||||
Mortgage-backed securities
(f)
|
207
|
|
|
—
|
|
|
207
|
|
|
—
|
|
|
274
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contracts with insurance companies
(h)
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|||||
Real estate commingled funds
(i)
|
735
|
|
|
—
|
|
|
—
|
|
|
735
|
|
|
629
|
|
|||||
Cash and cash equivalents
|
267
|
|
|
267
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|||||
Sub-total U.S. plan assets
|
11,697
|
|
|
$
|
2,885
|
|
|
$
|
8,070
|
|
|
$
|
742
|
|
|
12,582
|
|
||
Dividends and interest receivable
|
54
|
|
|
|
|
|
|
|
|
57
|
|
||||||||
Total U.S. plan assets
|
$
|
11,751
|
|
|
|
|
|
|
|
|
$
|
12,639
|
|
||||||
International plan assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. common stock
(b)
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
U.S. commingled funds
(c)
|
198
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
373
|
|
|||||
International common stock
(b)
|
148
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|||||
International commingled funds
(e)
|
1,142
|
|
|
—
|
|
|
1,142
|
|
|
—
|
|
|
918
|
|
|||||
Preferred stock
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Government securities
(f)
|
433
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
454
|
|
|||||
Corporate bonds
(f)
|
439
|
|
|
—
|
|
|
439
|
|
|
—
|
|
|
320
|
|
|||||
Fixed income commingled funds
(j)
|
308
|
|
|
—
|
|
|
308
|
|
|
—
|
|
|
517
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contracts with insurance companies
(h)
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
36
|
|
|||||
Currency commingled fund
(k)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||
Real estate commingled fund
(i)
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
92
|
|
|||||
Cash and cash equivalents
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Sub-total international plan assets
|
2,816
|
|
|
$
|
164
|
|
|
$
|
2,520
|
|
|
$
|
132
|
|
|
2,995
|
|
||
Dividends and interest receivable
|
7
|
|
|
|
|
|
|
|
|
7
|
|
||||||||
Total international plan assets
|
$
|
2,823
|
|
|
|
|
|
|
|
|
$
|
3,002
|
|
(a)
|
2015
and
2014
amounts include
$354 million
and $
415 million
, respectively, of retiree medical plan assets that are restricted for purposes of providing health benefits for U.S. retirees and their beneficiaries.
|
(b)
|
Based on quoted market prices in active markets.
|
(c)
|
Based on the fair value of the investments owned by these funds that track various U.S. large, mid-cap and small company indices.
|
(d)
|
Includes one large-cap fund that represents
18%
and
25%
of total U.S. plan assets for
2015
and
2014
, respectively.
|
(e)
|
Based on the fair value of the investments owned by these funds that track various non-U.S. equity indices.
|
(f)
|
Based on quoted bid prices for comparable securities in the marketplace and broker/dealer quotes in active markets.
|
(g)
|
Corporate bonds of U.S.-based companies represent
23%
of total U.S. plan assets for both
2015
and
2014
.
|
(h)
|
Based on the fair value of the contracts as determined by the insurance companies using inputs that are not observable.
|
(i)
|
Based on the appraised value of the investments owned by these funds as determined by independent third parties using inputs that are not observable.
|
(j)
|
Based on the fair value of the investments owned by these funds that track various government and corporate bond indices.
|
(k)
|
Based on the fair value of the investments owned by this fund that invests primarily in derivatives to hedge currency exposure.
|
|
Balance, Beginning 2014
|
|
Return on Assets Held at Year-End
|
|
Purchases and Sales, Net
|
|
Balance, End of 2014
|
|
Return on Assets Held at Year-End
|
|
Purchases and Sales, Net
|
|
Balance, End of 2015
|
||||||||||||||
Real estate commingled funds
|
$
|
635
|
|
|
$
|
68
|
|
|
$
|
18
|
|
|
$
|
721
|
|
|
$
|
99
|
|
|
$
|
15
|
|
|
$
|
835
|
|
Contracts with insurance companies
|
40
|
|
|
2
|
|
|
—
|
|
|
42
|
|
|
(3
|
)
|
|
—
|
|
|
39
|
|
|||||||
Total
|
$
|
675
|
|
|
$
|
70
|
|
|
$
|
18
|
|
|
$
|
763
|
|
|
$
|
96
|
|
|
$
|
15
|
|
|
$
|
874
|
|
|
2016
|
|
2015
|
||
Average increase assumed
|
6
|
%
|
|
6
|
%
|
Ultimate projected increase
(a)
|
5
|
%
|
|
5
|
%
|
Year of ultimate projected increase
(a)
|
2039
|
|
|
2025
|
|
(a)
|
During
2015
, we revised our retiree trend assumption to reflect our experience and future expectations for changes in the cost of medical coverage, including a longer grade down period to the ultimate rate.
|
|
1%
Increase |
|
1%
Decrease |
||||
2015 service and interest cost components
|
$
|
4
|
|
|
$
|
(3
|
)
|
2015 benefit liability
|
$
|
40
|
|
|
$
|
(36
|
)
|
|
2015
|
|
|
2014
|
|
||
Short-term debt obligations
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
3,109
|
|
|
$
|
4,096
|
|
Commercial paper (0.3% and 0.1%)
|
770
|
|
|
746
|
|
||
Other borrowings (10.0% and 17.7%)
|
192
|
|
|
234
|
|
||
|
$
|
4,071
|
|
|
$
|
5,076
|
|
Long-term debt obligations
|
|
|
|
||||
Notes due 2015 (1.4%)
|
$
|
—
|
|
|
$
|
4,093
|
|
Notes due 2016 (2.6% and 2.6%)
|
3,087
|
|
|
3,099
|
|
||
Notes due 2017 (1.2% and 1.6%)
|
4,392
|
|
|
2,004
|
|
||
Notes due 2018 (3.6% and 4.4%)
|
4,122
|
|
|
3,410
|
|
||
Notes due 2019 (3.7% and 3.7%)
|
1,627
|
|
|
1,631
|
|
||
Notes due 2020 (2.4% and 3.8%)
|
3,830
|
|
|
1,983
|
|
||
Notes due 2021-2046 (3.9% and 4.0%)
|
15,228
|
|
|
11,657
|
|
||
Other, due 2016-2021 (4.3% and 4.4%)
|
36
|
|
|
40
|
|
||
|
32,322
|
|
|
27,917
|
|
||
Less: current maturities of long-term debt obligations
|
(3,109
|
)
|
|
(4,096
|
)
|
||
Total
|
$
|
29,213
|
|
|
$
|
23,821
|
|
Interest Rate
|
|
|
Maturity Date
|
|
Amount
|
|
|
|
Floating rate
|
|
|
April 2018
|
|
$
|
250
|
|
|
1.250
|
%
|
|
April 2018
|
|
500
|
|
|
|
1.850
|
%
|
|
April 2020
|
|
750
|
|
|
|
2.750
|
%
|
|
April 2025
|
|
1,000
|
|
|
|
Floating rate
|
|
|
July 2017
|
|
600
|
|
|
|
1.125
|
%
|
|
July 2017
|
|
650
|
|
|
|
3.100
|
%
|
|
July 2022
|
|
800
|
|
|
|
3.500
|
%
|
|
July 2025
|
|
700
|
|
|
|
4.600
|
%
|
|
July 2045
|
|
500
|
|
|
|
Floating rate
|
|
|
October 2017
|
|
700
|
|
|
|
1.000
|
%
|
|
October 2017
|
|
450
|
|
|
|
2.150
|
%
|
|
October 2020
|
|
1,100
|
|
|
|
4.450
|
%
|
|
April 2046
|
|
750
|
|
|
|
|
|
|
|
$
|
8,750
|
|
(a)
|
(a)
|
Represents gross proceeds from issuances of long-term debt excluding debt issuance costs and discounts.
|
`
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
|
2016
|
|
|
2017 –
2018
|
|
|
2019 –
2020
|
|
|
2021 and
beyond
|
|
|||||
Long-term debt obligations
(b)
|
$
|
28,907
|
|
|
$
|
—
|
|
|
$
|
8,396
|
|
|
$
|
5,447
|
|
|
$
|
15,064
|
|
Interest on debt obligations
(c)
|
10,431
|
|
|
987
|
|
|
1,770
|
|
|
1,325
|
|
|
6,349
|
|
|||||
Operating leases
|
1,860
|
|
|
387
|
|
|
660
|
|
|
380
|
|
|
433
|
|
|||||
Purchasing commitments
(d)
|
1,767
|
|
|
635
|
|
|
798
|
|
|
220
|
|
|
114
|
|
|||||
Marketing commitments
(d)
|
2,251
|
|
|
428
|
|
|
773
|
|
|
627
|
|
|
423
|
|
|||||
|
$
|
45,216
|
|
|
$
|
2,437
|
|
|
$
|
12,397
|
|
|
$
|
7,999
|
|
|
$
|
22,383
|
|
(a)
|
Based on year-end foreign exchange rates. Reserves for uncertain tax positions are excluded from the table above as we are unable to reasonably predict the ultimate amount or timing of any such settlements.
|
(b)
|
Excludes
$3,109 million
related to current maturities of debt,
$306 million
related to the fair value adjustments for debt acquired in acquisitions and interest rate swaps and
$162 million
related to unamortized discount.
|
(c)
|
Interest payments on floating-rate debt are estimated using interest rates effective as of
December 26, 2015
.
|
(d)
|
Primarily reflects non-cancelable commitments as of
December 26, 2015
.
|
•
|
commodity prices, affecting the cost of our raw materials and energy;
|
•
|
foreign exchange rates and currency restrictions; and
|
•
|
interest rates.
|
|
2015
|
|
2014
|
||||||||||||
|
Assets
(a)
|
|
Liabilities
(a)
|
|
Assets
(a)
|
|
Liabilities
(a)
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Equity securities
(b)
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
124
|
|
|
$
|
—
|
|
Debt securities
(c)
|
7,231
|
|
|
—
|
|
|
3,167
|
|
|
—
|
|
||||
|
$
|
7,358
|
|
|
$
|
—
|
|
|
$
|
3,291
|
|
|
$
|
—
|
|
Short-term investments
(d)
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
197
|
|
|
$
|
—
|
|
Prepaid forward contracts
(e)
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Deferred compensation
(f)
|
$
|
—
|
|
|
$
|
474
|
|
|
$
|
—
|
|
|
$
|
504
|
|
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Interest rate
(g)
|
$
|
129
|
|
|
$
|
12
|
|
|
$
|
140
|
|
|
$
|
—
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
(h)
|
$
|
76
|
|
|
$
|
6
|
|
|
$
|
76
|
|
|
$
|
12
|
|
Interest rate
(g)
|
—
|
|
|
311
|
|
|
1
|
|
|
117
|
|
||||
Commodity
(i)
|
—
|
|
|
7
|
|
|
3
|
|
|
10
|
|
||||
|
$
|
76
|
|
|
$
|
324
|
|
|
$
|
80
|
|
|
$
|
139
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
(h)
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
13
|
|
Interest rate
(g)
|
44
|
|
|
56
|
|
|
57
|
|
|
75
|
|
||||
Commodity
(i)
|
12
|
|
|
141
|
|
|
18
|
|
|
166
|
|
||||
|
$
|
64
|
|
|
$
|
207
|
|
|
$
|
87
|
|
|
$
|
254
|
|
Total derivatives at fair value
(j)
|
$
|
269
|
|
|
$
|
543
|
|
|
$
|
307
|
|
|
$
|
393
|
|
Total
|
$
|
7,847
|
|
|
$
|
1,017
|
|
|
$
|
3,821
|
|
|
$
|
897
|
|
(a)
|
Unless otherwise noted, financial assets are classified on our Consolidated Balance Sheet within prepaid expenses and other current assets and other assets. Financial liabilities are classified on our Consolidated Balance Sheet within accounts payable and other current liabilities and other liabilities. Unless specifically indicated, all financial assets and liabilities are categorized as Level 2 assets or liabilities.
|
(b)
|
Based on the price of common stock. Categorized as a Level 1 asset. These equity securities are classified as investments in noncontrolled affiliates.
|
(c)
|
Based on quoted broker prices or other significant inputs derived from or corroborated by observable market data. As of
December 26, 2015
,
$4.5 billion
and
$2.7 billion
of debt securities were classified as cash equivalents and short-term investments, respectively. As of
December 27, 2014
,
$0.8 billion
and
$2.4 billion
of debt securities were classified as cash equivalents and short-term investments, respectively. All of the Company’s available-for-sale debt securities have maturities of one year or less.
|
(d)
|
Based on the price of index funds. Categorized as a Level 1 asset. These investments are classified as short-term investments and are used to manage a portion of market risk arising from our deferred compensation liability.
|
(e)
|
Based primarily on the price of our common stock.
|
(f)
|
Based on the fair value of investments corresponding to employees’ investment elections.
|
(g)
|
Based on LIBOR forward rates. As of
December 26, 2015
and
December 27, 2014
, amounts related to non-designated instruments are presented on a net basis on our Consolidated Balance Sheet.
|
(h)
|
Based on recently reported market transactions of spot and forward rates.
|
(i)
|
Based on recently reported market transactions, primarily swap arrangements.
|
(j)
|
Unless otherwise noted, derivative assets and liabilities are presented on a gross basis on our Consolidated Balance Sheet. Amounts subject to enforceable master netting arrangements or similar agreements which are not offset on the Consolidated Balance Sheet as of
December 26, 2015
and
December 27, 2014
were immaterial. Collateral received against any of our asset positions was immaterial.
|
|
Fair Value/Non-
designated Hedges
|
|
Cash Flow Hedges
|
||||||||||||||||||||
|
Losses/(Gains)
Recognized in
Income Statement
(a)
|
|
Losses/(Gains)
Recognized in
Accumulated Other
Comprehensive Loss
|
|
Losses/(Gains)
Reclassified from
Accumulated Other
Comprehensive Loss
into Income
Statement
(b)
|
||||||||||||||||||
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
|||||||
Foreign exchange
|
$
|
(14
|
)
|
|
$
|
2
|
|
|
$
|
(112
|
)
|
|
$
|
(70
|
)
|
|
$
|
(97
|
)
|
|
$
|
(16
|
)
|
Interest rate
|
17
|
|
|
21
|
|
|
195
|
|
|
135
|
|
|
174
|
|
|
233
|
|
||||||
Commodity
|
218
|
|
|
170
|
|
|
12
|
|
|
23
|
|
|
20
|
|
|
32
|
|
||||||
Total
|
$
|
221
|
|
|
$
|
193
|
|
|
$
|
95
|
|
|
$
|
88
|
|
|
$
|
97
|
|
|
$
|
249
|
|
(a)
|
Foreign exchange derivative gains/losses are primarily included in selling, general and administrative expenses. Interest rate derivative gains/losses are primarily from fair value hedges and are included in interest expense. These gains/losses are substantially offset by increases/decreases in the value of the underlying debt, which are also included in interest expense. Commodity derivative gains/losses are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
(b)
|
Foreign exchange derivative gains/losses are primarily included in cost of sales. Interest rate derivative gains/losses are included in interest expense. Commodity derivative gains/losses are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Income
|
|
Shares
(a)
|
|
Income
|
|
Shares
(a)
|
|
Income
|
|
Shares
(a)
|
|||||||||
Net income attributable to PepsiCo
|
$
|
5,452
|
|
|
|
|
$
|
6,513
|
|
|
|
|
$
|
6,740
|
|
|
|
|||
Preferred shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Dividends
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
||||||
Redemption premium
|
(5
|
)
|
|
|
|
(9
|
)
|
|
|
|
(7
|
)
|
|
|
||||||
Net income available for PepsiCo
common shareholders
|
$
|
5,446
|
|
|
1,469
|
|
|
$
|
6,503
|
|
|
1,509
|
|
|
$
|
6,732
|
|
|
1,541
|
|
Basic net income attributable to
PepsiCo per common share
|
$
|
3.71
|
|
|
|
|
$
|
4.31
|
|
|
|
|
$
|
4.37
|
|
|
|
|||
Net income available for PepsiCo
common shareholders
|
$
|
5,446
|
|
|
1,469
|
|
|
$
|
6,503
|
|
|
1,509
|
|
|
$
|
6,732
|
|
|
1,541
|
|
Dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock options, RSUs, PSUs, PEPunits and Other
|
—
|
|
|
15
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
18
|
|
|||
ESOP convertible preferred stock
|
6
|
|
|
1
|
|
|
10
|
|
|
1
|
|
|
8
|
|
|
1
|
|
|||
Diluted
|
$
|
5,452
|
|
|
1,485
|
|
|
$
|
6,513
|
|
|
1,527
|
|
|
$
|
6,740
|
|
|
1,560
|
|
Diluted net income attributable to
PepsiCo per common share
|
$
|
3.67
|
|
|
|
|
$
|
4.27
|
|
|
|
|
$
|
4.32
|
|
|
|
(a)
|
Weighted-average common shares outstanding (in millions).
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Currency translation adjustment
(a) (b)
|
$
|
(11,080
|
)
|
|
$
|
(8,255
|
)
|
|
$
|
(3,247
|
)
|
Cash flow hedges, net of tax
|
37
|
|
|
34
|
|
|
(76
|
)
|
|||
Unamortized pension and retiree medical, net of tax
(c)
|
(2,329
|
)
|
|
(2,500
|
)
|
|
(1,861
|
)
|
|||
Unrealized gain on securities, net of tax
|
88
|
|
|
87
|
|
|
93
|
|
|||
Other
|
(35
|
)
|
|
(35
|
)
|
|
(36
|
)
|
|||
Accumulated other comprehensive loss attributable to PepsiCo
|
$
|
(13,319
|
)
|
|
$
|
(10,669
|
)
|
|
$
|
(5,127
|
)
|
(a)
|
The change from 2013 to 2014 primarily reflects depreciation of the Russian ruble.
|
(b)
|
The change from 2014 to 2015 primarily reflects the depreciation of the Russian ruble, Brazilian real and the Canadian dollar.
|
(c)
|
Net of taxes of
$1,253 million
in
2015
,
$1,260 million
in
2014
and
$945 million
in
2013
.
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Consolidated Statement of Income
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
||||||
Currency Translation:
|
|
|
|
|
|
|
|
||||||
Venezuelan entities
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Venezuela impairment charges
|
|
|
|
|
|
|
|
|
||||||
(Gains)/Losses on cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net revenue
|
Foreign exchange contracts
|
(94
|
)
|
|
(16
|
)
|
|
—
|
|
|
Cost of sales
|
|||
Interest rate derivatives
|
174
|
|
|
233
|
|
|
3
|
|
|
Interest expense
|
|||
Commodity contracts
|
9
|
|
|
31
|
|
|
44
|
|
|
Cost of sales
|
|||
Commodity contracts
|
11
|
|
|
1
|
|
|
(2
|
)
|
|
Selling, general and administrative expenses
|
|||
Net losses before tax
|
97
|
|
|
249
|
|
|
45
|
|
|
|
|||
Tax amounts
|
(47
|
)
|
|
(95
|
)
|
|
(17
|
)
|
|
|
|||
Net losses after tax
|
$
|
50
|
|
|
$
|
154
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension and retiree medical items:
|
|
|
|
|
|
|
|
||||||
Amortization of net prior service credit
(a)
|
$
|
(41
|
)
|
|
$
|
(6
|
)
|
|
$
|
(2
|
)
|
|
|
Amortization of net losses
(a)
|
281
|
|
|
226
|
|
|
357
|
|
|
|
|||
Settlement/curtailment
(a)
|
6
|
|
|
149
|
|
|
(2
|
)
|
|
|
|||
Net losses before tax
|
246
|
|
|
369
|
|
|
353
|
|
|
|
|||
Tax amounts
|
(74
|
)
|
|
(122
|
)
|
|
(123
|
)
|
|
|
|||
Net losses after tax
|
$
|
172
|
|
|
$
|
247
|
|
|
$
|
230
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Venezuelan entities
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Venezuela impairment charges
|
Tax amount
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
|
|||
Net losses after tax
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net losses reclassified for the year, net of tax
|
$
|
349
|
|
|
$
|
401
|
|
|
$
|
258
|
|
|
|
(a)
|
These items are included in the components of net periodic benefit cost for pension and retiree medical plans (see Note 7 for additional details).
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Accounts and notes receivable
|
|
|
|
|
|
||||||
Trade receivables
|
$
|
5,497
|
|
|
$
|
5,817
|
|
|
|
||
Other receivables
|
1,070
|
|
|
971
|
|
|
|
||||
|
6,567
|
|
|
6,788
|
|
|
|
||||
Allowance, beginning of year
|
137
|
|
|
145
|
|
|
$
|
157
|
|
||
Net amounts charged to expense
|
43
|
|
|
38
|
|
|
29
|
|
|||
Deductions
(a)
|
(27
|
)
|
|
(27
|
)
|
|
(34
|
)
|
|||
Other
(b)
|
(23
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|||
Allowance, end of year
|
130
|
|
|
137
|
|
|
$
|
145
|
|
||
Net receivables
|
$
|
6,437
|
|
|
$
|
6,651
|
|
|
|
||
|
|
|
|
|
|
||||||
Inventories
(c)
|
|
|
|
|
|
||||||
Raw materials
|
$
|
1,312
|
|
|
$
|
1,593
|
|
|
|
||
Work-in-process
|
161
|
|
|
173
|
|
|
|
||||
Finished goods
|
1,247
|
|
|
1,377
|
|
|
|
||||
|
$
|
2,720
|
|
|
$
|
3,143
|
|
|
|
(a)
|
Includes accounts written off.
|
(b)
|
Includes adjustments related primarily to currency translation and other adjustments.
|
(c)
|
Approximately
4%
and
3%
of the inventory cost in 2015 and 2014, respectively, were computed using the LIFO method. The differences between LIFO and FIFO methods of valuing these inventories were not material.
|
|
2015
|
|
|
2014
|
|
||
Other assets
|
|
|
|
||||
Noncurrent notes and accounts receivable
|
$
|
140
|
|
|
$
|
93
|
|
Deferred marketplace spending
|
159
|
|
|
179
|
|
||
Pension plans
(a)
|
60
|
|
|
141
|
|
||
Other
|
391
|
|
|
447
|
|
||
|
$
|
750
|
|
|
$
|
860
|
|
Accounts payable and other current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
5,546
|
|
|
$
|
5,127
|
|
Accrued marketplace spending
|
2,319
|
|
|
2,222
|
|
||
Accrued compensation and benefits
|
1,759
|
|
|
1,746
|
|
||
Dividends payable
|
1,041
|
|
|
1,009
|
|
||
Other current liabilities
|
2,842
|
|
|
2,912
|
|
||
|
$
|
13,507
|
|
|
$
|
13,016
|
|
(a)
|
See Note 7 for additional information regarding our pension plans.
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Other supplemental information
|
|
|
|
|
|
||||||
Rent expense
|
$
|
696
|
|
|
$
|
707
|
|
|
$
|
639
|
|
Interest paid
|
$
|
952
|
|
|
$
|
925
|
|
|
$
|
1,007
|
|
Income taxes paid, net of refunds
|
$
|
1,808
|
|
|
$
|
1,847
|
|
|
$
|
3,076
|
|
|
|
|
/s/ MARIE T. GALLAGHER
|
|
Marie T. Gallagher
|
|
Senior Vice President and Controller
|
|
|
|
/s/ HUGH F. JOHNSTON
|
|
Hugh F. Johnston
|
|
Vice Chairman, Executive Vice President and
Chief Financial Officer
|
|
|
|
/s/ INDRA K. NOOYI
|
|
Indra K. Nooyi
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
(a)1.
|
Financial Statements
|
|
The following consolidated financial statements of PepsiCo, Inc. and its affiliates are included herein by reference to the pages indicated on the index appearing in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”:
|
|
Consolidated Statement of Income – Fiscal years ended December 26, 2015, December 27, 2014 and December 28, 2013
|
|
Consolidated Statement of Comprehensive Income – Fiscal years ended December 26, 2015, December 27, 2014 and December 28, 2013
|
|
Consolidated Statement of Cash Flows – Fiscal years ended December 26, 2015, December 27, 2014 and December 28, 2013
|
|
Consolidated Balance Sheet – December 26, 2015 and December 27, 2014
|
|
Consolidated Statement of Equity – Fiscal years ended December 26, 2015, December 27, 2014 and December 28, 2013
|
|
Notes to Consolidated Financial Statements, and
|
|
Report of Independent Registered Public Accounting Firm.
|
(a)2.
|
Financial Statement Schedules
|
|
These schedules are omitted because they are not required or because the information is set forth in the financial statements or the notes thereto.
|
(a)3.
|
Exhibits
|
|
See Index to Exhibits.
|
|
|
|
|
PepsiCo, Inc.
|
|
|
|
|
|
By:
|
/s/ Indra K. Nooyi
|
|
|
Indra K. Nooyi
|
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
|
|
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Indra K. Nooyi
|
Chairman of the Board of Directors and
|
February 11, 2016
|
Indra K. Nooyi
|
Chief Executive Officer
|
|
/s/ Hugh F. Johnston
|
Vice Chairman, Executive Vice President
|
February 11, 2016
|
Hugh F. Johnston
|
and Chief Financial Officer
|
|
/s/ Marie T. Gallagher
|
Senior Vice President and Controller
|
February 11, 2016
|
Marie T. Gallagher
|
(Principal Accounting Officer)
|
|
/s/ Shona L. Brown
|
Director
|
February 11, 2016
|
Shona L. Brown
|
|
|
/s/ George W. Buckley
|
Director
|
February 11, 2016
|
George W. Buckley
|
|
|
/s/ Ian M. Cook
|
Director
|
February 11, 2016
|
Ian M. Cook
|
|
|
/s/ Dina Dublon
|
Director
|
February 11, 2016
|
Dina Dublon
|
|
|
/s/ Rona A. Fairhead
|
Director
|
February 11, 2016
|
Rona A. Fairhead
|
|
|
/s/ Richard W. Fisher
|
Director
|
February 11, 2016
|
Richard W. Fisher
|
|
|
/s/ Alberto Ibargüen
|
Director
|
February 11, 2016
|
Alberto Ibargüen
|
|
|
/s/ William R. Johnson
|
Director
|
February 11, 2016
|
William R. Johnson
|
|
|
/s/ David C. Page
|
Director
|
February 11, 2016
|
David C. Page
|
|
|
/s/ Robert C. Pohlad
|
Director
|
February 11, 2016
|
Robert C. Pohlad
|
|
|
/s/ Lloyd G. Trotter
|
Director
|
February 11, 2016
|
Lloyd G. Trotter
|
|
|
/s/ Daniel Vasella
|
Director
|
February 11, 2016
|
Daniel Vasella
|
|
|
/s/ Alberto Weisser
|
Director
|
February 11, 2016
|
Alberto Weisser
|
|
|
3.1
|
Articles of Incorporation of PepsiCo, Inc., as amended and restated, effective as of May 9, 2011, which are incorporated herein by reference to Exhibit 3.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2011.
|
3.2
|
By-laws of PepsiCo, Inc., as amended and restated, effective as of January 11, 2016, which are incorporated herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2016.
|
4.1
|
PepsiCo, Inc. agrees to furnish to the SEC, upon request, a copy of any instrument defining the rights of holders of long-term debt of PepsiCo, Inc. and all of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the Securities and Exchange Commission.
|
4.2
|
Indenture dated May 21, 2007 between PepsiCo, Inc. and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Registration Statement on Form S-3ASR (Registration No. 333-154314) filed with the Securities and Exchange Commission on October 15, 2008.
|
4.3
|
Form of 5.00% Senior Note due 2018, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2008.
|
4.4
|
Form of 7.90% Senior Note due 2018, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2008.
|
4.5
|
Form of 4.50% Senior Note due 2020, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2010.
|
4.6
|
Form of 5.50% Senior Note due 2040, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 13, 2010.
|
4.7
|
Form of 3.125% Senior Note due 2020, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2010.
|
4.8
|
Form of 4.875% Senior Note due 2040, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2010.
|
4.9
|
Form of 0.950% Senior Notes due 2017, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2014.
|
4.10
|
Form of 3.600% Senior Notes due 2024, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2014.
|
4.11
|
Form of 1.750% Senior Notes due 2021, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2014.
|
4.12
|
Form of 2.625% Senior Notes due 2026, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2014.
|
4.13
|
Form of 4.250% Senior Notes due 2044, which is incorporated herein by reference to Exhibit 4.1 of PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2014.
|
4.14
|
Form of Floating Rate Notes due 2018, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2015.
|
4.15
|
Form of 1.250% Senior Notes due 2018, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2015.
|
4.16
|
Form of 1.850% Senior Notes due 2020, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2015.
|
4.17
|
Form of 2.750% Senior Notes due 2025, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2015.
|
4.18
|
Form of Floating Rate Notes due 2017, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.
|
4.19
|
Form of 1.125% Senior Notes due 2017, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.
|
4.20
|
Form of 3.100% Senior Notes due 2022, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.
|
4.21
|
Form of 3.500% Senior Notes due 2025, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.
|
4.22
|
Form of 4.600% Senior Notes due 2045, which is incorporated herein by reference to Exhibit 4.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2015.
|
4.23
|
Form of Floating Rate Notes due 2017, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2015.
|
4.24
|
Form of 1.000% Senior Notes due 2017, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2015.
|
4.25
|
Form of 2.150% Senior Notes due 2020, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2015.
|
4.26
|
Form of 4.450% Senior Notes due 2046, which is incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 14, 2015.
|
4.27
|
Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 4.50% Senior Note due 2020, 5.50% Senior Note due 2040, 3.125% Senior Note due 2020 and 4.875% Senior Note due 2040, which are incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the 24 weeks ended June 12, 2010.
|
4.28
|
Form of 2.500% Senior Note due 2016, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011.
|
4.29
|
Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the 2.500% Senior Note due 2016, the 3.000% Senior Note due 2021, the 2.750% Senior Note due 2022, the 4.000% Senior Note due 2042, the 1.250% Senior Note due 2017, the 3.600% Senior Note due 2042 and the 2.500% Senior Note due 2022, which are incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2011.
|
4.30
|
Form of 3.000% Senior Note due 2021, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 2011.
|
4.31
|
Form of 2.750% Senior Note due 2022, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2012.
|
4.32
|
Form of 4.000% Senior Note due 2042, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2012.
|
4.33
|
Form of 1.250% Senior Note due 2017, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2012.
|
4.34
|
Form of 3.600% Senior Note due 2042, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2012.
|
4.35
|
Form of 2.500% Senior Note due 2022, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2012.
|
4.36
|
Indenture dated as of October 24, 2008 among PepsiCo, Inc., Bottling Group, LLC and The Bank of New York Mellon, as Trustee, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2008.
|
4.37
|
Form of Floating Rate Note due 2016, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013.
|
4.38
|
Form of 0.700% Senior Note due 2016, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013.
|
4.39
|
Form of 2.750% Senior Note due 2023, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013.
|
4.40
|
Board of Directors Resolutions Authorizing PepsiCo, Inc.’s Officers to Establish the Terms of the Floating Rate Note due 2016, the 0.700% Senior Note due 2016, the 2.750% Senior Note due 2023, the 2.250% Senior Notes due 2019, the 0.950% Senior Notes due 2017, the 3.600% Senior Notes due 2024, the 1.750% Senior Notes due 2021, the 2.625% Senior Notes due 2026, the 4.250% Senior Notes due 2044, the Floating Rate Notes due 2018, 1.250% Senior Notes due 2018, the 1.850% Senior Notes due 2020, the 2.750% Senior Notes due 2025, the Floating Rate Notes due 2017, the 1.125% Senior Notes due 2017, the 3.100% Senior Notes due 2022, the 3.500% Senior Notes due 2025, the 4.600% Senior Notes due 2045, the Floating Rate Notes due 2017, the 1.000% Senior Notes due 2017, the 2.150% Senior Notes due 2020 and the 4.450% Senior Notes due 2046, which are incorporated herein by reference to Exhibit 4.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2013.
|
4.41
|
Form of 2.250% Senior Notes due 2019, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2013.
|
4.42
|
First Supplemental Indenture, dated as of February 26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., The Pepsi Bottling Group, Inc., Bottling Group, LLC and The Bank of New York Mellon to the Indenture dated March 8, 1999 between The Pepsi Bottling Group, Inc., Bottling Group, LLC and The Chase Manhattan Bank, which is incorporated herein by reference to Exhibit 4.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2010.
|
4.43
|
Indenture, dated as of March 8, 1999, by and among The Pepsi Bottling Group, Inc., as obligor, Bottling Group, LLC, as guarantor, and The Chase Manhattan Bank, as trustee, relating to $1,000,000,000 7% Series B Senior Note due 2029, which is incorporated herein by reference to Exhibit 10.14 to The Pepsi Bottling Group, Inc.’s Registration Statement on Form S-1 (Registration No. 333-70291).
|
4.44
|
Second Supplemental Indenture, dated as of February 26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., PepsiAmericas, Inc. and The Bank New York Mellon Trust Company, N.A. to the Indenture dated as of January 15, 1993 between Whitman Corporation and The First National Bank of Chicago, as trustee, which is incorporated herein by reference to Exhibit 4.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2010.
|
4.45
|
First Supplemental Indenture, dated as of May 20, 1999, including the Indenture dated as of January 15, 1993, between Whitman Corporation and The First National Bank of Chicago, as trustee, which is incorporated herein by reference to Exhibit 4.3 to Post-Effective Amendment No. 1 to PepsiAmericas, Inc.’s Registration Statement on Form S-8 (Registration No. 333-64292) filed with the Securities and Exchange Commission on December 29, 2005.
|
4.46
|
Form of PepsiAmericas, Inc. 7.29% Note due 2026, which is incorporated herein by reference to Exhibit 4.7 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.
|
4.47
|
Form of PepsiAmericas, Inc. 7.44% Note due 2026, which is incorporated herein by reference to Exhibit 4.8 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.
|
4.48
|
First Supplemental Indenture, dated as of February 26, 2010, among Pepsi-Cola Metropolitan Bottling Company, Inc., PepsiAmericas, Inc. and Wells Fargo Bank, National Association to the Indenture dated as of August 15, 2003 between PepsiAmericas, Inc. and Wells Fargo Bank Minnesota, National Association, as trustee, which is incorporated herein by reference to Exhibit 4.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2010.
|
4.49
|
Indenture dated as of August 15, 2003 between PepsiAmericas, Inc. and Wells Fargo Bank Minnesota, National Association, as trustee, which is incorporated herein by reference to Exhibit 4 to PepsiAmericas, Inc.’s Registration Statement on Form S-3 (Registration No. 333-108164) filed with the Securities and Exchange Commission on August 22, 2003.
|
4.50
|
Form of PepsiAmericas, Inc. 5.00% Note due 2017, which is incorporated herein by reference to Exhibit 4.16 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.
|
4.51
|
Form of PepsiAmericas, Inc. 5.50% Note due 2035, which is incorporated herein by reference to Exhibit 4.17 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.
|
4.52
|
Indenture, dated as of October 1, 2003, by and between Bottling Group, LLC, as obligor, and JPMorgan Chase Bank, as trustee, which is incorporated herein by reference to Exhibit 4.1 to Bottling Group, LLC’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2003.
|
10.13
|
Form of Stock Option Retention Award Agreement, which is incorporated herein by reference to Exhibit 99.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2006.*
|
10.14
|
PepsiCo Executive Income Deferral Program (Plan Document for the 409A Program), amended and restated effective as of January 1, 2005, which is incorporated herein by reference to Exhibit 10.2 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 6, 2008.*
|
10.15
|
PepsiCo Director Deferral Program, amended and restated effective as of January 1, 2005 with revisions through September 19, 2012, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 8, 2012.*
|
10.16
|
Amendments to the PepsiCo, Inc. 2003 Long-Term Incentive Plans, the PepsiCo, Inc. 1994 Long-Term Incentive Plan, the PepsiCo, Inc. 1995 Stock Option Incentive Plan, the PepsiCo SharePower Stock Option Plan, the PepsiCo, Inc. 1987 Incentive Plan effective as of December 31, 2005, which are incorporated herein by reference to Exhibit 10.31 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.*
|
10.17
|
Amendments to the PepsiCo, Inc. 2003 Long-Term Incentive Plan, the PepsiCo SharePower Stock Option Plan, the PepsiCo, Inc. 1995 Stock Option Incentive Plan, the Quaker Long-Term Incentive Plan of 1999, the Quaker Long-Term Incentive Plan of 1990 and the PepsiCo, Inc. Director Stock Plan, effective as of November 17, 2006, which are incorporated herein by reference to Exhibit 10.31 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006.*
|
10.18
|
Form of Non-Employee Director Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.2 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 9, 2006.*
|
10.19
|
Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2007.*
|
10.20
|
Form of Performance-Based Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2007.*
|
10.21
|
Amendment to the PepsiCo, Inc. 1994 Long-Term Incentive Plan, the PepsiCo, Inc. 1995 Stock Option Incentive Plan, the PepsiCo SharePower Stock Option Plan and the PepsiCo, Inc. 1987 Incentive Plan, effective as of February 2, 2007, which is incorporated herein by reference to Exhibit 10.41 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2006.*
|
10.22
|
Form of Pro Rata Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2007.*
|
10.23
|
Form of Stock Option Retention Award Agreement, which is incorporated herein by reference to Exhibit 10.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2007.*
|
10.24
|
PepsiCo, Inc. 2007 Long-Term Incentive Plan, as amended and restated March 12, 2010, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2010.*
|
10.25
|
Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2008.*
|
10.26
|
Form of Performance-Based Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2008.*
|
10.27
|
Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009.*
|
|
|
10.28
|
Form of Performance-Based Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009.*
|
10.29
|
Form of Pro Rata Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.3 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009.*
|
10.30
|
Form of Stock Option Retention Award Agreement, which is incorporated herein by reference to Exhibit 10.4 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009.*
|
10.31
|
Form of Restricted Stock Unit Retention Award Agreement, which is incorporated herein by reference to Exhibit 10.5 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009.*
|
10.32
|
PepsiCo Pension Equalization Plan (Plan Document for the 409A Plan), January 1, 2005 Restatement, As Amended Through December 31, 2008, which is incorporated herein by reference to Exhibit 10.46 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2008.*
|
10.33
|
Form of Aircraft Time Sharing Agreement, which is incorporated herein by reference to Exhibit 10 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 21, 2009.*
|
10.34
|
PepsiCo Pension Equalization Plan (Plan Document for the Pre-Section 409A Program), January 1, 2005 Restatement, As Amended Through December 31, 2008, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 13, 2009.*
|
10.35
|
PBG 2004 Long Term Incentive Plan, which is incorporated herein by reference to Exhibit 99.1 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).*
|
10.36
|
PBG Long Term Incentive Plan, which is incorporated herein by reference to Exhibit 99.3 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).*
|
10.37
|
PBG Stock Incentive Plan, which is incorporated herein by reference to Exhibit 99.6 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).*
|
10.38
|
Amendments to PBG 2002 Long Term Incentive Plan, PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan and PBG Stock Incentive Plan (effective February 8, 2007), which are incorporated herein by reference to Exhibit 99.7 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).*
|
10.39
|
Amendments to PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, The Pepsi Bottling Group, Inc. Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, PBG Directors’ Stock Plan and PBG Stock Incentive Plan (effective February 19, 2010), which are incorporated herein by reference to Exhibit 99.8 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).*
|
10.40
|
PepsiAmericas, Inc. 2000 Stock Incentive Plan (including Amendments No. 1, No. 2 and No. 3 thereto), which is incorporated herein by reference to Exhibit 99.9 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).*
|
10.41
|
Amendment No. 4 to PepsiAmericas, Inc. 2000 Stock Incentive Plan (effective February 18, 2010), which is incorporated herein by reference to Exhibit 99.10 to PepsiCo, Inc.’s Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on February 26, 2010 (Registration No. 333-165107).*
|
10.42
|
Amendment to the PepsiCo Executive Income Deferral Program Document for the 409A Program, adopted February 18, 2010, which is incorporated herein by reference to Exhibit 10.11 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.*
|
10.43
|
Amendment to the PepsiCo Pension Equalization Plan Document for the 409A Program, adopted February 18, 2010, which is incorporated herein by reference to Exhibit 10.12 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.*
|
10.44
|
Specified Employee Amendments to Arrangements Subject to Section 409A of the Internal Revenue Code, adopted February 18, 2010 and March 29, 2010, which is incorporated herein by reference to Exhibit 10.13 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 20, 2010.*
|
10.45
|
Form of Performance-Based Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 16, 2010.*
|
10.46
|
Amendment to the PepsiCo Executive Income Deferral Program Document for the 409A Program, adopted June 28, 2010, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 4, 2010.*
|
10.47
|
Amendment to the PepsiCo Pension Equalization Plan (Plan Document for the 409A Program and Plan Document for the Pre-409A Document), effective as of January 1, 2011, which is incorporated herein by reference to Exhibit 10.63 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2010.*
|
10.48
|
PBG Pension Equalization Plan (Plan Document for the 409A Program), as amended, which is incorporated herein by reference to Exhibit 10.65 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2010.*
|
10.49
|
PBG Pension Equalization Plan (Plan Document for the Pre-409A Program), as amended, which is incorporated herein by reference to Exhibit 10.66 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2010.*
|
10.50
|
PBG Executive Income Deferral Program (Plan Document for the 409A Program), as amended, which is incorporated herein by reference to Exhibit 10.67 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2010.*
|
10.51
|
PBG Executive Income Deferral Program (Plan Document for the Pre-409A Program), as amended, which is incorporated herein by reference to Exhibit 10.68 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 25, 2010.*
|
10.52
|
Amendment to the PBG Pension Equalization Plan (Plan Document for the 409A Program and Plan Document for the Pre-409A Program), effective as of January 1, 2011, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 3, 2011.*
|
10.53
|
The PepsiCo International Retirement Plan Defined Benefit Program, as amended and restated effective as of January 1, 2010, which is incorporated herein by reference to Exhibit 10.68 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.*
|
10.54
|
Amendment to the PepsiCo International Retirement Plan Defined Benefit Program, effective as of January 1, 2011, which is incorporated herein by reference to Exhibit 10.69 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.*
|
10.55
|
PepsiCo Automatic Retirement Contribution Equalization Plan, effective as of January 1, 2011, which is incorporated herein by reference to Exhibit 10.70 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.*
|
10.56
|
Amendment to the PepsiCo Pension Equalization Plan (both the Plan Document for the 409A Program and Plan Document for the Pre-409A Program) and the PBG Pension Equalization Plan (both the Plan Document for the 409A Program and Plan Document for the Pre-409A Program), generally, effective January 1, 2011 and merging the PBG Pension Equalization Plan into the PepsiCo Pension Equalization Plan as of the end of the day on December 31, 2011, which is incorporated herein by reference to Exhibit 10.71 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.*
|
10.57
|
Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 24, 2012.*
|
10.58
|
Amendment to the PepsiCo Pension Equalization Plan (both the Plan Document for the 409A Program and Plan Document for the Pre-409A Program), effective as of December 1, 2012, which is incorporated herein by reference to Exhibit 10.75 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012.*
|
10.59
|
Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2013.*
|
10.60
|
Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2013.*
|
10.61
|
Amendment to the PepsiCo Pension Equalization Plan (both the Plan Document for the 409A Program and Plan Document for the Pre-409A Program), generally effective as of January 1, 2013, which is incorporated herein by reference to Exhibit 10.77 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013.*
|
10.62
|
PepsiCo, Inc. 2007 Long-Term Incentive Plan, as amended and restated March 13, 2014, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2014.*
|
10.63
|
PepsiCo, Inc. Executive Incentive Compensation Plan, as amended and restated effective February 7, 2014, which is incorporated herein by reference to Exhibit B to PepsiCo, Inc.’s Proxy Statement for its 2014 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 21, 2014.*
|
10.64
|
Amendment to the PepsiCo Pension Equalization Plan (the Plan Document for the 409A Program), effective as of October 1, 2014, which is incorporated herein by reference to Exhibit 10.77 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.*
|
10.65
|
Amendment to the PepsiCo Pension Equalization Plan (both the Plan Document for the 409A Program and the Plan Document for the Pre-409A Program), effective as of January 1, 2014 unless otherwise noted therein, which is incorporated herein by reference to Exhibit 10.79 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.*
|
10.66
|
Amendment to the PepsiCo International Retirement Plan Defined Benefit Program, effective as of January 1, 2015, which is incorporated herein by reference to Exhibit 10.78 to PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014.*
|
10.67
|
The PepsiCo International Retirement Plan Defined Contribution Program, as amended, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 21, 2015.*
|
10.68
|
Five-Year Credit Agreement, dated as of June 8, 2015, among PepsiCo, Inc., as borrower, the lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2015.
|
10.69
|
Amendment to the PepsiCo International Retirement Plan Defined Benefit Program and the PepsiCo International Retirement Plan Defined Contribution Program, effective as of January 1, 2016.*
|
10.70
|
Form of Annual Long-Term Incentive Award Agreement, which is incorporated herein by reference to Exhibit 10.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2016.*
|
12
|
Computation of Ratio of Earnings to Fixed Charges.
|
21
|
Subsidiaries of PepsiCo, Inc.
|
23
|
Consent of KPMG LLP.
|
24
|
Power of Attorney.
|
31
|
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
The following materials from PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 26, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statement of Income, (ii) the Consolidated Statement of Comprehensive Income, (iii) the Consolidated Statement of Cash Flows, (iv) the Consolidated Balance Sheet, (v) the Consolidated Statement of Equity and (vi) Notes to Consolidated Financial Statements.
|
*
|
Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of this report.
|
1.
|
A new sentence is added to the fifth paragraph of Article I – History and General Information to read as follows:
|
2.
|
Section 2.01(i) is deleted and amended in its entirety to read as follows:
|
|
|
|
|
PEPSICO, INC.
|
|
|
|
|
|
By:
|
/s/ Cynthia M. Trudell
|
|
|
Cynthia M. Trudell
|
|
|
Executive Vice President, Human Resources
Chief Human Resources Officer
|
|
|
|
|
Date: December 21, 2015
|
|
|
APPROVED:
|
|
|
|
By:
|
/s/ Stacy DeWalt Grindal
|
|
Stacy DeWalt Grindal
|
|
Senior Legal Director
Employee Benefits Counsel
|
|
|
Date: December 2, 2015
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
(a)
|
|
$
|
7,442
|
|
|
$
|
8,757
|
|
|
$
|
8,891
|
|
|
$
|
8,304
|
|
|
$
|
8,834
|
|
Unconsolidated affiliates’ interests, net
|
|
(71
|
)
|
|
(115
|
)
|
|
(25
|
)
|
|
(34
|
)
|
|
(30
|
)
|
|||||
Amortization of capitalized interest
|
|
6
|
|
|
6
|
|
|
5
|
|
|
2
|
|
|
3
|
|
|||||
Interest expense
(b)
|
|
970
|
|
|
909
|
|
|
911
|
|
|
899
|
|
|
856
|
|
|||||
Interest portion of rent expense
(c)
|
|
232
|
|
|
236
|
|
|
213
|
|
|
194
|
|
|
196
|
|
|||||
Earnings available for fixed charges
|
|
$
|
8,579
|
|
|
$
|
9,793
|
|
|
$
|
9,995
|
|
|
$
|
9,365
|
|
|
$
|
9,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
(a)
|
|
$
|
970
|
|
|
$
|
909
|
|
|
$
|
911
|
|
|
$
|
899
|
|
|
$
|
856
|
|
Capitalized interest
|
|
8
|
|
|
9
|
|
|
7
|
|
|
5
|
|
|
10
|
|
|||||
Interest portion of rent expense
(c)
|
|
232
|
|
|
236
|
|
|
213
|
|
|
194
|
|
|
196
|
|
|||||
Total fixed charges
|
|
$
|
1,210
|
|
|
$
|
1,154
|
|
|
$
|
1,131
|
|
|
$
|
1,098
|
|
|
$
|
1,062
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
(d)
|
|
7.09
|
|
|
8.49
|
|
|
8.84
|
|
|
8.53
|
|
|
9.29
|
|
(a)
|
Income before income taxes for 2015 includes a pre-tax charge of $1.4 billion related to our change in accounting for our investments in our wholly-owned Venezuelan subsidiaries and our beverage joint venture.
|
(b)
|
Excludes interest related to our reserves for income taxes as such interest is included in provision for income taxes and includes net amortization of debt premium/discount.
|
(c)
|
One-third of rent expense is the portion deemed representative of the interest factor.
|
(d)
|
Based on unrounded amounts.
|
NAME OF ENTITY
|
JURISDICTION
|
Abbeyflex Limited
|
Cyprus
|
Abechuko Inversiones, S.L.
|
Spain
|
Alikate Inversiones, S.L.
|
Spain
|
Alimentos del Istmo, S.A.
|
Panama
|
Alimentos Quaker Oats y Compania Limitada
|
Guatemala
|
Alimesa S.A.
|
Argentina
|
Anderson Hill Insurance Limited
|
Bermuda
|
Aquafina Inversiones, S.L.
|
Spain
|
Aradhana Drinks and Beverages Private Limited
|
India
|
BAESA Capital Corporation Ltd.
|
Cayman Islands
|
Barrett Investments S. à r.l.
|
Luxembourg
|
Beaman Bottling Company
|
United States, Delaware
|
Beech Limited
|
Cayman Islands
|
Beimiguel Inversiones, S.L.
|
Spain
|
Bell Taco Funding Syndicate
|
Australia
|
Bendler Investments S. à r.l.
|
Luxembourg
|
Beverage Services Limited
|
Bermuda
|
Beverages, Foods & Service Industries, Inc.
|
United States, Delaware
|
Bishkeksut, OJSC
|
Kyrgyzstan
|
Blaue NC, S. de R.L. de C.V.
|
Mexico
|
Blind Brook Global Holdings Partnership
|
Canada
|
Blind Brook Global Holdings S. à r.l.
|
Luxembourg
|
Bluebird Foods Limited
|
New Zealand
|
Bolsherechensk Molkombinat, JSC
|
Russia
|
Boquitas Fiestas S.R.L.
|
Honduras
|
Boquitas Fiestas, LLC
|
United States, Delaware
|
Bottling Group Financing, LLC
|
United States, Delaware
|
Bottling Group Holdings, Inc.
|
United States, Delaware
|
Bottling Group, LLC
|
United States, Delaware
|
Brading Holding S. à r.l.
|
Luxembourg
|
BUG de Mexico, S.A. de C.V.
|
Mexico
|
C & I Leasing, Inc.
|
United States, Maryland
|
Canguro Rojo Inversiones, S.L.
|
Spain
|
Caroni Investments, LLC
|
United States, Delaware
|
CEME Holdings, LLC
|
United States, Delaware
|
Centro-Mediterranea de Bebidas Carbonicas PepsiCo, S.L.
|
Spain
|
China Concentrate Holdings (Hong Kong) Limited
|
Hong Kong
|
Chipiga, S. de R.L. de C.V
|
Mexico
|
Chipsy for Food Industries S.A.E.
|
Egypt
|
Chipsy International for Food Industries S.A.E.
|
Egypt
|
Cipa Industrial de Produtos Alimentares Ltda.
|
Brazil
|
Cipa Nordeste Industrial de Produtos Alimentares Ltda.
|
Brazil
|
CMC Investment Company
|
Bermuda
|
Cocina Autentica, Inc.
|
United States, Delaware
|
NAME OF ENTITY
|
JURISDICTION
|
Comercializadora Nacional SAS Ltda.
|
Colombia
|
Comercializadora PepsiCo Mexico, S de R.L. de C.V.
|
Mexico
|
Compania de Bebidas PepsiCo, S.L.
|
Spain
|
Concentrate Manufacturing (Singapore) Pte. Ltd.
|
Singapore
|
Confiteria Alegro, S. de R.L. de C.V.
|
Mexico
|
Copper Beech International, LLC
|
United States, Delaware
|
Corina Snacks Limited
|
Cyprus
|
Corporativo Internacional Mexicano, S. de R.L. de C.V.
|
Mexico
|
Daughter Company Wimm-Bill-Dann
|
Ukraine
|
Davlyn Realty Corporation
|
United States, Delaware
|
Defosto Holdings Limited
|
Cyprus
|
Desarrollo Inmobiliario Gamesa, S. de R.L. de C.V.
|
Mexico
|
Devon Holdings S. à r.l.
|
Luxembourg
|
Dilexis S.A.
|
Argentina
|
Dominion Investments S. à r.l.
|
Luxembourg
|
Donon Holdings Limited
|
Cyprus
|
Dorset Properties Limited
|
Cyprus
|
Duo Juice Company
|
United States, Delaware
|
Duo Juice Company B.V.
|
Netherlands
|
Dutch Snacks Holding, S.A. de C.V.
|
Mexico
|
Duyvis Production B.V.
|
Netherlands
|
Echo Bay Holdings, Inc.
|
United States, Delaware
|
Egmont Holdings Luxembourg S. à r.l.
|
Luxembourg
|
Elaboradora Argentina de Cereales S.R.L.
|
Argentina
|
Enfolg Inversiones, S.L.
|
Spain
|
Enter Logistica, LLC
|
Russia
|
Environ at Inverrary Partnership
|
United States, Florida
|
Environ of Inverrary, Inc.
|
United States, Florida
|
EPIC Enterprises, Inc.
|
United States, Massachusetts
|
Eridanus Investments S. à r.l.
|
Luxembourg
|
Essentuksky plant of mineral waters on KMV Ltd.
|
Russia
|
Evercrisp Snack Productos de Chile S.A.
|
Chile
|
Fabrica de Productos Alimenticios Rene y Cia S.C.A.
|
Guatemala
|
Fabrica de Productos Rene LLC
|
United States, Delaware
|
Fabrica PepsiCo Mexicali, S. de R.L. de C.V.
|
Mexico
|
Far East Bottlers (Hong Kong) Limited
|
Hong Kong
|
Fester Industria Alimenticia Ltda.
|
Brazil
|
FL Transportation, Inc.
|
United States, Delaware
|
FLI Andean, LLC
|
United States, Delaware
|
FLI Colombia, LLC
|
United States, Delaware
|
FLI Snacks Andean GP, LLC
|
United States, Delaware
|
Food Production, CJSC
|
Russia
|
Forest Akers Nederland B.V.
|
Netherlands
|
Fovarosi Asvanyviz es Uditoipari Zartkoruen Mukodo Reszvenytarsasag
|
Hungary
|
Frito Lay (Hungary) Trading and Manufacturing Limited Liability Company
|
Hungary
|
Frito Lay de Guatemala y Compania Limitada
|
Guatemala
|
Frito Lay Gida Sanayi Ve Ticaret Anonim Sirketi
|
Turkey
|
Frito Lay Sp. zo.o.
|
Poland
|
Frito-Lay Australia Holdings Pty Limited
|
Australia
|
NAME OF ENTITY
|
JURISDICTION
|
Integrated Beverage Services (Bangladesh) Limited
|
Bangladesh
|
Integrated Foods & Beverages Pvt. Ltd.
|
Bangladesh
|
International Bottlers Management Co. LLC
|
United States, Delaware
|
International Bottlers-Almaty Limited Liability Partnership
|
Kazakhstan
|
International KAS Aktiengesellschaft
|
Liechtenstein
|
International Refreshment (Thailand) Co., Ltd.
|
Thailand
|
International Refreshments Co. Ltd.
|
Saudi Arabia
|
Inversiones Borneo S.R.L.
|
Peru
|
Inversiones PFI Chile Limitada
|
Chile
|
IZZE Beverage Co.
|
United States, Delaware
|
Jatabe Inversiones, S.L.
|
Spain
|
Jordan Ice & Aerated Water Ltd.
|
Jordan
|
Jugodesalud Inversiones, S.L.
|
Spain
|
Jungla Mar del Sur, S.A.
|
Costa Rica
|
Karasukskoe Moloko, Doughter CJSC
|
Russia
|
KAS Anorthosis S.C.A.
|
Luxembourg
|
KAS S.L.
|
Spain
|
KRJ Holdings, S. de R.L. de C.V.
|
Mexico
|
Kungur Molkombinat, JSC
|
Russia
|
Lacenix Cia. Ltda.
|
Ecuador
|
Large Investments S. à r.l.
|
Luxembourg
|
Larragana Holdings 1, LLC
|
United States, Delaware
|
Larragana Holdings 2, LLC
|
United States, Delaware
|
Larragana Holdings 3, LLC
|
United States, Delaware
|
Larragana Holdings 4, LLC
|
United States, Delaware
|
Larragana Holdings 5, LLC
|
United States, Delaware
|
Larragana Holdings 6, LLC
|
United States, Delaware
|
Larragana Holdings 7, LLC
|
United States, Delaware
|
Larragana S.L.
|
Spain
|
Latin American Holdings Ltd.
|
Cayman Islands
|
Latin American Snack Foods ApS
|
Denmark
|
Latin Foods International, LLC
|
United States, Delaware
|
Latvian Snacks SIA
|
Latvia
|
Lebedyansky Holdings, LLC
|
Russia
|
Lebedyansky, LLC
|
Russia
|
Limited Liability Company "PepsiCo Foods Ukraine"
|
Ukraine
|
Limited Liability Company "Sandora"
|
Ukraine
|
Linkbay Limited
|
Cyprus
|
Lithuanian Snacks UAB
|
Lithuania
|
Lorencito Inversiones, S.L.
|
Spain
|
Luxembourg SCS Holdings, LLC
|
United States, Delaware
|
Maizoro, S. de R.L. de C.V.
|
Mexico
|
Manurga Inversiones, S.L.
|
Spain
|
Marbo d.o.o. Laktasi
|
Bosnia and Herzegovina
|
Marbo Product d.o.o. Beograd
|
Serbia
|
Marbo Produkt d.o.o.
|
Croatia
|
Matudis - Comercio de Produtos Alimentares, Limitada
|
Portugal
|
Matutano-Sociedade de Produtos Alimentares, Unipessoal, Lda.
|
Portugal
|
Mid-America Improvement Corporation
|
United States, Illinois
|
NAME OF ENTITY
|
JURISDICTION
|
Miglioni Inversiones, S.L.
|
Spain
|
Mountainview Insurance Company, Inc.
|
United States, Vermont
|
Nadamas Inversiones, S.L.
|
Spain
|
Naked Juice Co.
|
United States, Pennsylvania
|
Naked Juice Co. of Glendora, Inc.
|
United States, California
|
NCJV, LLC
|
United States, Delaware
|
New Bern Transport Corporation
|
United States, Delaware
|
New Century Beverage Company
|
United States, California
|
Noble Leasing LLC
|
United States, Delaware
|
Northeast Hot-Fill Co-op, Inc.
|
United States, Delaware
|
Office at Solyanka LLC
|
Russia
|
Onbiso Inversiones, S.L.
|
Spain
|
One World Enterprises, LLC
|
United States, Delaware
|
One World Investors, Inc.
|
United States, Delaware
|
P.B.I. Fruit Juice Company BVBA
|
Belgium
|
P-A Barbados Bottling Company, LLC
|
United States, Delaware
|
P-A Bottlers (Barbados) SRL
|
Barbados
|
P-Americas, LLC
|
United States, Delaware
|
Panafota Holdings
|
Ireland
|
Papas Chips S.A.
|
Uruguay
|
PAS Beverages Ltd.
|
Bermuda
|
PAS International Ltd.
|
Bermuda
|
PAS Luxembourg, S. à r.l.
|
Luxembourg
|
PAS Netherlands B.V.
|
Netherlands
|
PBG Beverages Ireland
|
Ireland
|
PBG Canada Holdings II, Inc.
|
United States, Delaware
|
PBG Canada Holdings, Inc.
|
United States, Delaware
|
PBG Cyprus Holdings Limited
|
Cyprus
|
PBG International Holdings Luxembourg Jayhawk S.C.S.
|
Luxembourg
|
PBG International Holdings Partnership
|
Bermuda
|
PBG Investment (Luxembourg) S. à r.l.
|
Luxembourg
|
PBG Investment Partnership
|
Canada
|
PBG Midwest Holdings S. à r.l.
|
Luxembourg
|
PBG Mohegan Holdings Limited
|
Gibraltar
|
PBG Soda Can Holdings, S. à r.l.
|
Luxembourg
|
PCBL, LLC
|
United States, Delaware
|
PCNA Manufacturing, Inc.
|
United States, Delaware
|
PCTI Puerto Rico, Inc.
|
Puerto Rico
|
Pei N.V.
|
Curacao
|
Pep Trade LLC
|
Egypt
|
Pepsi B.V.
|
Netherlands
|
Pepsi Bottling Group Global Finance, LLC
|
United States, Delaware
|
Pepsi Bottling Group GmbH
|
Germany
|
Pepsi Bottling Group Hoosiers B.V.
|
Netherlands
|
Pepsi Bottling Holdings, Inc.
|
United States, Delaware
|
Pepsi Bugshan Investments S.A.E.
|
Egypt
|
Pepsi Cola Colombia Ltda
|
Colombia
|
Pepsi Cola Egypt S.A.E.
|
Egypt
|
Pepsi Cola Servis Ve Dagitim Ltd.
|
Turkey
|
NAME OF ENTITY
|
JURISDICTION
|
Pepsi Cola Trading Ireland
|
Ireland
|
Pepsi Lipton (Guangzhou) Beverage Company Limited
|
China
|
Pepsi Logistics Company, Inc.
|
United States, Delaware
|
Pepsi Northwest Beverages LLC
|
United States, Delaware
|
Pepsi Overseas (Investments) Partnership
|
Canada
|
Pepsi Promotions, Inc.
|
United States, Delaware
|
Pepsi S.R.L.
|
Italy
|
PepsiAmericas Nemzetkozi Szolgaltato Korlatolt Felelossegu Tarsasag
|
Hungary
|
PepsiCo (China) Limited
|
China
|
PepsiCo (Gibraltar) Limited
|
Gibraltar
|
PepsiCo (Ireland)
|
Ireland
|
PepsiCo (Malaysia) Sdn. Bhd.
|
Malaysia
|
PepsiCo Alimentos Colombia Ltda.
|
Colombia
|
PepsiCo Alimentos de Bolivia S.R.L.
|
Bolivia
|
PepsiCo Alimentos Ecuador Cia. Ltda.
|
Ecuador
|
PepsiCo Alimentos Peru S.R.L.
|
Peru
|
PepsiCo Alimentos Z.F., Ltda.
|
Colombia
|
PepsiCo Amacoco Bebidas Do Brasil Ltda.
|
Brazil
|
PepsiCo Antilles Holdings N.V.
|
Curacao
|
PepsiCo ANZ Holdings Pty Ltd
|
Australia
|
PepsiCo Armenia LLC
|
Armenia
|
PepsiCo Asia Research & Development Center Company Limited
|
China
|
PepsiCo Australia Financing Pty Ltd
|
Australia
|
PepsiCo Australia Holdings Pty Limited
|
Australia
|
PepsiCo Australia International
|
Australia
|
PepsiCo Azerbaijan Limited Liability Company
|
Azerbaijan
|
PepsiCo BeLux BVBA
|
Belgium
|
PepsiCo Beverage Singapore Pty Ltd
|
Australia
|
PepsiCo Beverages (Hong Kong) Limited
|
Hong Kong
|
PepsiCo Beverages Bermuda Limited
|
Bermuda
|
PepsiCo Beverages International Limited
|
Nigeria
|
PepsiCo Beverages Italia Societa' A Responsabilita' Limitata
|
Italy
|
PepsiCo Beverages Switzerland GmbH
|
Switzerland
|
PepsiCo Canada (Holdings) ULC
|
Canada
|
PepsiCo Canada Finance, LLC
|
United States, Delaware
|
PepsiCo Canada Investment ULC
|
Canada
|
PepsiCo Canada ULC
|
Canada
|
PepsiCo Captive Holdings, Inc.
|
United States, Delaware
|
PepsiCo Caribbean, Inc.
|
Puerto Rico
|
PepsiCo Consulting Polska Sp. z.o.o.
|
Poland
|
PepsiCo CZ s.r.o.
|
Czech Republic
|
PepsiCo Dairy Beverages (Shanghai) Limited
|
China
|
PepsiCo Dairy Management (Hong Kong) Limited
|
Hong Kong
|
PepsiCo de Argentina S.R.L.
|
Argentina
|
PepsiCo De Bolivia S.R.L.
|
Bolivia
|
PepsiCo de Mexico S. de R.L. de C.V.
|
Mexico
|
PepsiCo Del Paraguay S.R.L.
|
Paraguay
|
PepsiCo Deutschland GmbH
|
Germany
|
PepsiCo do Brasil Ltda.
|
Brazil
|
NAME OF ENTITY
|
JURISDICTION
|
PepsiCo Eesti AS
|
Estonia
|
PepsiCo Euro Bermuda Limited
|
Bermuda
|
PepsiCo Euro Finance Antilles B.V.
|
Curacao
|
PepsiCo Europe Support Center, S.L.
|
Spain
|
PepsiCo Finance (Antilles A) N.V.
|
United States, Delaware
|
PepsiCo Finance (Antilles A) N.V.
|
Curacao
|
PepsiCo Finance (Antilles B) N.V.
|
Curacao
|
PepsiCo Finance (South Africa) (Proprietary) Limited
|
South Africa
|
PepsiCo Finance Europe Limited
|
United Kingdom
|
PepsiCo Financial Shared Services, Inc.
|
United States, Delaware
|
PepsiCo Financiera Y Promocion De Empresas, S.L.
|
Spain
|
PepsiCo Food & Beverage Holdings Hong Kong Limited
|
Hong Kong
|
PepsiCo Foods (China) Company Limited
|
China
|
PepsiCo Foods (Private) Limited
|
Pakistan
|
PepsiCo Foods and Beverages International Limited
|
United Kingdom
|
PepsiCo Foods Group Pty Ltd
|
Australia
|
PepsiCo Foods Taiwan Co., Ltd.
|
Taiwan
|
PepsiCo Foods Vietnam Company
|
Vietnam
|
PepsiCo Foods, A.I.E.
|
Spain
|
PepsiCo France SNC
|
France
|
PepsiCo Global Investments B.V.
|
Netherlands
|
PepsiCo Global Investments S. à r.l.
|
Luxembourg
|
PepsiCo Global Mobility, LLC
|
United States, Delaware
|
PepsiCo Global Real Estate, Inc.
|
United States, Delaware
|
PepsiCo Group Finance International B.V.
|
Netherlands
|
PepsiCo Group Holdings International B.V.
|
Netherlands
|
PepsiCo Group Spotswood Holdings S.C.S.
|
Luxembourg
|
PepsiCo Group, Societe Cooperative
|
Luxembourg
|
PepsiCo Gulf International FZE
|
United Arab Emirates
|
PepsiCo Holding de Espana S.L.
|
Spain
|
PepsiCo Holdings
|
United Kingdom
|
PepsiCo Holdings Hong Kong Limited
|
Hong Kong
|
PepsiCo Holdings Luxembourg S. à r.l.
|
Luxembourg
|
PepsiCo Holdings, LLC
|
Russia
|
PepsiCo Hong Kong, LLC
|
United States, Delaware
|
PepsiCo Iberia Servicios Centrales, S.L.
|
Spain
|
PepsiCo India Holdings Private Limited
|
India
|
PepsiCo Internacional México, S. de R. L. de C. V.
|
Mexico
|
PepsiCo International Limited
|
United Kingdom
|
PepsiCo International Pte Ltd.
|
Singapore
|
PepsiCo Investments (Europe) I B.V.
|
Netherlands
|
PepsiCo Investments Ltd.
|
Mauritius
|
PepsiCo Investments Luxembourg S. à r.L.
|
Luxembourg
|
PepsiCo Ireland Food & Beverages
|
Ireland
|
PepsiCo Japan Co., Ltd.
|
Japan
|
PepsiCo Light B.V.
|
Netherlands
|
PepsiCo Logistyka sp. z.o.o.
|
Poland
|
PepsiCo Management Services SAS
|
France
|
PepsiCo Manufacturing, A.I.E.
|
Spain
|
NAME OF ENTITY
|
JURISDICTION
|
PepsiCo Max B.V.
|
Netherlands
|
PepsiCo Mexico R&D Biscuits, S.C.
|
Mexico
|
PepsiCo Mexico R&D Savory, S.C.
|
Mexico
|
PepsiCo Nederland B.V.
|
Netherlands
|
PepsiCo Nordic Denmark ApS
|
Denmark
|
PepsiCo Nordic Finland Oy
|
Finland
|
PepsiCo Nordic Norway AS
|
Norway
|
PepsiCo NZ Finance Antilles B.V.
|
Curacao
|
PepsiCo One B.V.
|
Netherlands
|
PepsiCo Overseas Corporation
|
United States, Delaware
|
PepsiCo Pacific Trading Company, Limited
|
Hong Kong
|
PepsiCo Panimex Inc
|
Mauritius
|
PepsiCo Products B.V.
|
Netherlands
|
PepsiCo Products FLLC
|
Belarus
|
PepsiCo Puerto Rico, Inc.
|
United States, Delaware
|
PepsiCo Sales, Inc.
|
United States, Delaware
|
PepsiCo Sales, LLC
|
United States, Delaware
|
PepsiCo Services Asia Ltd.
|
Thailand
|
PepsiCo Services, LLC
|
United States, Delaware
|
PepsiCo Sterling Finance Antilles B.V.
|
Curacao
|
PepsiCo Trading (Guangzhou) Company
|
China
|
PepsiCo Twist B.V.
|
Netherlands
|
PepsiCo UK Pension Plan Trustee Limited
|
United Kingdom
|
PepsiCo Ventas Andalucia, S.L.
|
Spain
|
PepsiCo Wave Holdings LLC
|
United States, Delaware
|
PepsiCo World Trading Company, Inc.
|
United States, Delaware
|
PepsiCo-IVI EPE
|
Greece
|
Pepsi-Cola (Bermuda) Limited
|
Bermuda
|
Pepsi-Cola (Thai) Trading Co., Ltd.
|
Thailand
|
Pepsi-Cola Advertising and Marketing, Inc.
|
United States, Delaware
|
Pepsi-Cola Beverages (Thailand) Co., Ltd.
|
Thailand
|
Pepsi-Cola Bottlers Holding C.V.
|
Netherlands
|
Pepsi-Cola Bottling Company of Ft. Lauderdale-Palm Beach, LLC
|
United States, Florida
|
Pepsi-Cola Bottling Company Of St. Louis, Inc.
|
United States, Missouri
|
Pepsi-Cola Bottling Finance B.V.
|
Netherlands
|
Pepsi-Cola Bottling Global B.V.
|
Netherlands
|
Pepsi-Cola Company
|
United States, Delaware
|
Pepsi-Cola de Honduras S.R.L.
|
Honduras
|
Pepsi-Cola Ecuador Cia. Ltda.
|
Ecuador
|
Pepsi-Cola Far East Trade Development Co., Inc.
|
Philippines
|
Pepsi-Cola Finance, LLC
|
United States, Delaware
|
Pepsi-Cola General Bottlers Poland SP, z.o.o.
|
Poland
|
Pepsi-Cola Industrial da Amazonia Ltda.
|
Brazil
|
PepsiCola Interamericana de Guatemala S.A.
|
Guatemala
|
Pepsi-Cola International (Cyprus) Limited
|
Cyprus
|
Pepsi-Cola International (PVT) Limited
|
Pakistan
|
Pepsi-Cola International Limited
|
Bermuda
|
Pepsi-Cola International Limited (U.S.A.)
|
United States, Delaware
|
Pepsi-Cola International, Cork
|
Ireland
|
NAME OF ENTITY
|
JURISDICTION
|
Pepsi-Cola Kft.
|
Hungary
|
Pepsi-Cola Korea Co., Limited
|
Korea, Republic Of
|
Pepsi-Cola Maghreb
|
Morocco
|
Pepsi-Cola Management and Administrative Services, Inc.
|
United States, Delaware
|
Pepsi-Cola Manufacturing (Ireland)
|
Ireland
|
Pepsi-Cola Manufacturing (Mediterranean) Limited
|
Bermuda
|
Pepsi-Cola Manufacturing Company Of Uruguay S.R.L.
|
Uruguay
|
Pepsi-Cola Manufacturing International, Limited
|
Bermuda
|
Pepsi-Cola Marketing Corp. Of P.R., Inc.
|
Puerto Rico
|
Pepsi-Cola Mediterranean, Ltd.
|
United States, Wyoming
|
Pepsi-Cola Metropolitan Bottling Company, Inc.
|
United States, New Jersey
|
Pepsi-Cola Mexicana Holdings LLC
|
United States, Delaware
|
Pepsi-Cola Mexicana, S. de R.L. de C.V.
|
Mexico
|
Pepsi-Cola National Marketing, LLC
|
United States, Delaware
|
Pepsi-Cola of Corvallis, Inc.
|
United States, Oregon
|
Pepsi-Cola Operating Company Of Chesapeake And Indianapolis
|
United States, Delaware
|
Pepsi-Cola Panamericana S.R.L.
|
Peru
|
Pepsi-Cola Panamericana, LLC.
|
United States, Delaware
|
Pepsi-Cola Sales and Distribution, Inc.
|
United States, Delaware
|
Pepsi-Cola SR, s.r.o.
|
Slovakia
|
Pepsi-Cola Technical Operations, Inc.
|
United States, Delaware
|
Pepsi-Cola Ukraine LLC
|
Ukraine
|
Pet Iberia S.L.
|
Spain
|
Pete & Johnny Limited
|
United Kingdom
|
Pine International Limited
|
Cayman Islands
|
Pine International, LLC
|
United States, Delaware
|
Pinstripe Leasing, LLC
|
United States, Delaware
|
PlayCo, Inc.
|
United States, Delaware
|
PR Beverages Bermuda Holding Ltd.
|
Bermuda
|
PR Beverages Cyprus (Russia) Holding Limited
|
Cyprus
|
PR Beverages Cyprus Holding Limited
|
Cyprus
|
PRB Luxembourg International S. à r.l.
|
Luxembourg
|
PRB Luxembourg S. à r.l.
|
Luxembourg
|
Prestwick LLC
|
United States, Delaware
|
Prev PepsiCo Sociedade Previdenciaria
|
Brazil
|
Productos S.A.S. C.V.
|
Netherlands
|
Productos SAS Management B.V.
|
Netherlands
|
PRS, Inc.
|
United States, Delaware
|
PSAS Inversiones LLC
|
United States, Delaware
|
PSE Logistica S.R.L.
|
Argentina
|
PT Quaker Indonesia
|
Indonesia
|
Punch N.V.
|
Curacao
|
Punica Getranke GmbH
|
Germany
|
Q O Puerto Rico, Inc.
|
Puerto Rico
|
QBU Marketing Services, S. de R.L. de C.V.
|
Mexico
|
QBU Trading Company, S. de R.L. de C.V.
|
Mexico
|
QFL OHQ Sdn. Bhd.
|
Malaysia
|
QTG Development, Inc.
|
United States, Delaware
|
QTG Services, Inc.
|
United States, Delaware
|
NAME OF ENTITY
|
JURISDICTION
|
Quadrant - Amroq Beverages S.R.L.
|
Romania
|
Quaker Beverages Italia S.p.A
|
Italy
|
Quaker Development B.V.
|
Netherlands
|
Quaker European Beverages, LLC
|
United States, Delaware
|
Quaker European Investments B.V.
|
Netherlands
|
Quaker Foods
|
United Kingdom
|
Quaker Global Investments B.V.
|
Netherlands
|
Quaker Holdings (UK) Limited
|
United Kingdom
|
Quaker Manufacturing, LLC
|
United States, Delaware
|
Quaker Oats Asia, Inc.
|
United States, Delaware
|
Quaker Oats Australia Pty Ltd
|
Australia
|
Quaker Oats B.V.
|
Netherlands
|
Quaker Oats Capital Corporation
|
United States, Delaware
|
Quaker Oats Europe LLC
|
United States, Delaware
|
Quaker Oats Europe, Inc.
|
United States, Delaware
|
Quaker Oats Limited
|
United Kingdom
|
Quaker Peru S.R.L.
|
Peru
|
Quaker Sales & Distribution, Inc.
|
United States, Delaware
|
Ramenskoe Moloko Co. Ltd.
|
Russia
|
Rare Fare Foods, LLC
|
United States, Delaware
|
Rare Fare Holdings, Inc.
|
United States, Delaware
|
Rasines Inversiones, S.L.
|
Spain
|
Rebujito Inversiones, S.L.
|
Spain
|
Rolling Frito-Lay Sales, LP
|
United States, Delaware
|
Ronkas Inversiones, S.L.
|
Spain
|
S & T of Mississippi, Inc.
|
United States, Mississippi
|
Sabritas de Costa Rica, S. de R.L.
|
Costa Rica
|
Sabritas Snacks America Latina de Nicaragua y Cia, Ltda
|
Nicaragua
|
Sabritas y Cia. S en C de C.V.
|
El Salvador
|
Sabritas, LLC
|
United States, Delaware
|
Sabritas, S. de R.L. de C.V.
|
Mexico
|
Sakata Rice Snacks Australia Pty Ltd
|
Australia
|
Sandora Holdings B.V.
|
Netherlands
|
Saudi Snack Foods Company Limited
|
Saudi Arabia
|
SE “Sundance”
|
Ukraine
|
Seepoint Holdings Ltd.
|
Cyprus
|
Servicios Chipiga, S. de R.L. de C.V.
|
Mexico
|
Servicios Gamesa Puerto Rico, L.L.C.
|
Puerto Rico
|
Servicios GBF, Sociedad de Responsabilidad Limitada
|
Honduras
|
Servicios GFLG y Compania Limitada
|
Guatemala
|
Servicios Harinera Monterrey, S.A. de C.V.
|
Mexico
|
Servicios SYC, S. de R.L. de C.V.
|
El Salvador
|
Seven-Up Asia, Inc.
|
United States, Missouri
|
Seven-Up Light B.V.
|
Netherlands
|
Seven-Up Nederland B.V.
|
Netherlands
|
Shanghai PepsiCo Snack Company Limited
|
China
|
Shanghai YuHo Agricultural Development Co., Ltd
|
China
|
Shoebill, LLC
|
United States, Delaware
|
SIH International LLC
|
United States, Delaware
|
NAME OF ENTITY
|
JURISDICTION
|
Simba (Proprietary) Limited
|
South Africa
|
Smartfoods, Inc.
|
United States, Delaware
|
Smiths Crisps Limited
|
United Kingdom
|
Snack Food Investments GmbH
|
Switzerland
|
Snack Food Investments II GmbH
|
Switzerland
|
Snack Food Investments Limited
|
Bermuda
|
Snack Food-Beverage Asia Products Limited
|
Hong Kong
|
Snacks America Latina S.R.L.
|
Peru
|
Snacks Guatemala, Ltd.
|
Bermuda
|
South Beach Beverage Company, Inc.
|
United States, Delaware
|
South Properties, Inc.
|
United States, Illinois
|
Sportmex Internacional, S.A. de C.V.
|
Mexico
|
Spruce Limited
|
Cayman Islands
|
Stacy's Pita Chip Company, Incorporated
|
United States, Massachusetts
|
Star Foods Bulgaria EOOD
|
Bulgaria
|
Star Foods E.M. S.R.L.
|
Romania
|
Stepplan Inversiones, S.L.
|
Spain
|
Stokely-Van Camp, Inc.
|
United States, Indiana
|
SVC Logistics, Inc.
|
United States, Delaware
|
SVC Manufacturing, Inc.
|
United States, Delaware
|
SVE Russia Holdings GmbH
|
Germany
|
Tanglewood Finance S. à r.l.
|
Luxembourg
|
Tasman Finance S. à r.l.
|
Luxembourg
|
Tasty Foods S.A.
|
Greece
|
TFL Holdings, LLC
|
United States, Delaware
|
The Concentrate Manufacturing Company Of Ireland
|
Ireland
|
The Gatorade Company
|
United States, Delaware
|
The Gatorade Company of Australia Pty Limited
|
Australia
|
The Original Pretzel Company Pty Limited
|
Australia
|
The Pepsi Bottling Group (Canada) ULC
|
Canada
|
The Quaker Oats Company
|
United States, New Jersey
|
The Radical Fruit Company of New York
|
Ireland
|
The Smith's Snackfood Company Pty Limited
|
Australia
|
Tobago Snack Holdings, LLC
|
United States, Delaware
|
Tropicana Alvalle S.L.
|
Spain
|
Tropicana Beverages Greater China Limited
|
Hong Kong
|
Tropicana Beverages Limited
|
Hong Kong
|
Tropicana Europe N.V.
|
Belgium
|
Tropicana Manufacturing Company, Inc.
|
United States, Delaware
|
Tropicana Products Sales, Inc.
|
United States, Delaware
|
Tropicana Products, Inc.
|
United States, Delaware
|
Tropicana Services, Inc.
|
United States, Florida
|
Tropicana Transportation Corp.
|
United States, Delaware
|
Tropicana United Kingdom Limited
|
United Kingdom
|
Troya-Ultra LLC
|
Russia
|
United Foods Companies Restaurantes S.A.
|
Brazil
|
Veurne Snack Foods BVBA
|
Belgium
|
Vitamin Brands Ltd.
|
United Kingdom
|
Walkers Crisps Limited
|
United Kingdom
|
NAME OF ENTITY
|
JURISDICTION
|
Walkers Group Limited
|
United Kingdom
|
Walkers Snack Foods Limited
|
United Kingdom
|
Walkers Snack Services Limited
|
United Kingdom
|
Walkers Snacks (Distribution) Limited
|
United Kingdom
|
Walkers Snacks Limited
|
United Kingdom
|
Wesellsoda Inversiones, S.L.
|
Spain
|
Whitman Corporation
|
United States, Delaware
|
Whitman Insurance Co. Ltd.
|
United States, Vermont
|
Wimm-Bill-Dann Beverages JSC
|
Russia
|
Wimm-Bill-Dann Brands Co. Ltd.
|
Russia
|
Wimm-Bill-Dann Central Asia-Almaty, LLP
|
Kazakhstan
|
Wimm-Bill-Dann Finance Co. Ltd.
|
Russia
|
Wimm Bill Dann Finance Cyprus Ltd.
|
Cyprus
|
Wimm-Bill-Dann Foods LLC
|
Russia
|
Wimm-Bill-Dann Georgia Ltd.
|
Georgia
|
Wimm-Bill-Dann JSC
|
Russia
|
Wimm-Bill-Dann Netherlands B.V.
|
Netherlands
|
Wimm-Bill-Dann Ukraine, OJSC
|
Ukraine
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-197640
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-177307
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-154314
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-133735
|
•
|
PepsiAmericas, Inc. 2000 Stock Incentive Plan, 333-165176
|
•
|
PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan and PBG Stock Incentive Plan, 333-165177
|
•
|
The PepsiCo 401(k) Plan for Hourly Employees, 333-76204 and 333-150868
|
•
|
The PepsiCo 401(k) Plan for Salaried Employees, 333-76196 and 333-150867
|
•
|
PepsiCo, Inc. 2007 Long-Term Incentive Plan, 333-142811 and 333-166740
|
•
|
PepsiCo, Inc. 2003 Long-Term Incentive Plan, 333-109509
|
•
|
PepsiCo SharePower Stock Option Plan, 33-29037, 33-35602, 33-42058, 33-51496, 33-54731, 33-66150 and 333-109513
|
•
|
Director Stock Plan, 33-22970 and 333-110030
|
•
|
1979 Incentive Plan and the 1987 Incentive Plan, 33-19539
|
•
|
1994 Long-Term Incentive Plan, 33-54733
|
•
|
PepsiCo, Inc. 1995 Stock Option Incentive Plan, 33-61731, 333-09363 and 333-109514
|
•
|
1979 Incentive Plan, 2-65410
|
•
|
PepsiCo, Inc. Long Term Savings Program, 2-82645, 33-51514 and 33-60965
|
•
|
PepsiCo 401(k) Plan, 333-89265
|
•
|
Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates and the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates (Teamster Local Union #173), 333-65992
|
•
|
The Quaker Long Term Incentive Plan of 1990, The Quaker Long Term Incentive Plan of 1999 and The Quaker Oats Company Stock Option Plan for Outside Directors, 333-66632
|
•
|
The Quaker 401(k) Plan for Salaried Employees and The Quaker 401(k) Plan for Hourly Employees, 333-66634
|
•
|
The PepsiCo Share Award Plan, 333-87526
|
•
|
PBG 401(k) Savings Program, PBG 401(k) Program, PepsiAmericas, Inc. Salaried 401(k) Plan and PepsiAmericas, Inc. Hourly 401(k) Plan, 333-165106
|
•
|
PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, PBG Directors’ Stock Plan, PBG Stock Incentive Plan and PepsiAmericas, Inc. 2000 Stock Incentive Plan, 333-165107
|
(i)
|
Automatic Shelf Registration Statement No. 333-133735 relating to the offer and sale of PepsiCo Common Stock, Debt Securities, Warrants and Units, the Automatic Shelf Registration Statement No. 333-154314 relating to the offer and sale of PepsiCo Common Stock, Debt Securities, Guarantees of Debt Securities, Warrants and Units, the Automatic Shelf Registration Statement No. 333-177307 relating to the offer and sale of PepsiCo Common Stock, Debt Securities, Warrants and Units and the Automatic Shelf Registration Statement No. 333-197640 relating to the offer and sale of PepsiCo Common Stock, Debt Securities, Warrants and Units;
|
(ii)
|
Registration Statements No. 33-53232, 33-64243 and 333-102035 relating to the offer and sale of PepsiCo’s Debt Securities, Warrants and Guarantees;
|
(iii)
|
Registration Statements No. 33-4635, 33-21607, 33-30372, 33-31844, 33-37271, 33-37978, 33-47314, 33-47527, 333-53436 and 333-56302 all relating to the primary and/or secondary offer and sale of PepsiCo Common Stock issued or exchanged in connection with acquisition transactions;
|
(iv)
|
Registration Statements No. 33-29037, 33-35602, 33-42058, 33-51496, 33-54731, 33-42121, 33-50685, 33-66150 and 333-109513 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo SharePower Stock Option Plan;
|
(v)
|
Registration Statements No. 2-82645, 33-51514, 33-60965 and 333-89265 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo Long-Term Savings Program or the PepsiCo 401(k) Plan; Registration Statement No. 333-65992 relating to the offer and sale of PepsiCo Common Stock under the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates (Teamster Local Union #173), the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates; Registration Statement No. 333-66634 relating to the offer and sale of PepsiCo Common Stock under The Quaker 401(k) Plan for Salaried Employees and The Quaker 401(k) Plan for Hourly Employees; Registration Statements Numbers 333-76196 and 333-150867 each relating to the offer and sale of PepsiCo Common Stock under The PepsiCo 401(k) Plan for Salaried Employees; and Registration Statements Numbers 333-76204 and 333-150868 each relating to the offer and sale of PepsiCo Common Stock under The PepsiCo 401(k) Plan for Hourly Employees;
|
(vi)
|
Registration Statements No. 33-61731, 333-09363 and 333-109514 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo, Inc. 1995 Stock Option Incentive Plan; Registration Statement No. 33-54733 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo, Inc. 1994 Long-Term Incentive Plan and resales of such shares by executive officers of PepsiCo; Registration Statement No. 33-19539 relating to the offer and
|
(vii)
|
Registration Statements No. 33-22970 and 333-110030 relating to the offer and sale of PepsiCo Common Stock under PepsiCo’s Director Stock Plan and resales of such shares by Directors of PepsiCo;
|
(viii)
|
Registration Statement No. 333-162261 relating to the issuance of shares of PepsiCo Common Stock to stockholders of The Pepsi Bottling Group, Inc. pursuant to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PBG and Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”);
|
(ix)
|
Registration Statement No. 333-162260 relating to the issuance of shares of PepsiCo Common Stock to stockholders of PAS pursuant to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PAS and Metro;
|
(x)
|
Schedule 13E-3 relating to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PBG and Metro;
|
(xi)
|
Schedule 13E-3 relating to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PAS and Metro;
|
(xii)
|
Registration Statement No. 333-87526 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo Share Award Plan;
|
(xiii)
|
Registration Statement No. 333-165106 relating to the offer and sale of PepsiCo Common Stock under the PBG 401(k) Savings Program, the PBG 401(k) Program, the PepsiAmericas, Inc. Salaried 401(k) Plan and the PepsiAmericas, Inc. Hourly 401(k) Plan;
|
(xiv)
|
Registration Statement No. 333-165107 relating to the offer and sale of PepsiCo Common Stock under the PBG 2004 Long Term Incentive Plan, the PBG 2002 Long Term Incentive Plan, the PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, the PBG Directors’ Stock Plan, the PBG Stock Incentive Plan and the PepsiAmericas, Inc. 2000 Stock Incentive Plan;
|
(xv)
|
Registration Statement No. 333-165176 relating to the offer and sale of PepsiCo Common Stock under the PepsiAmericas, Inc. 2000 Stock Incentive Plan;
|
(xvi)
|
Registration Statement No. 333-165177 relating to the offer and sale of PepsiCo Common Stock under the PBG 2004 Long Term Incentive Plan, the PBG 2002 Long Term Incentive Plan, the PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan and the PBG Stock Incentive Plan; and
|
(xvii)
|
all other applications, reports, registrations, information, documents and instruments filed or required to be filed by PepsiCo with the Securities and Exchange Commission (the “SEC”), including, but not limited to the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or any amendment or supplement thereto, any stock exchanges or any governmental official or agency in connection with the listing, registration or approval of PepsiCo Common Stock, PepsiCo debt securities or warrants, other securities or PepsiCo guarantees of its subsidiaries’ or third party debt securities or warrants, or the offer and sale thereof, or in order to meet PepsiCo’s reporting requirements to such entities or persons;
|
/s/ Indra K. Nooyi
Indra K. Nooyi
|
Chairman of the Board of Directors and Chief Executive Officer
|
February 11, 2016
|
|
|
|
/s/ Hugh F. Johnston
Hugh F. Johnston
|
Vice Chairman,
Executive Vice President and Chief Financial Officer
|
February 11, 2016
|
|
|
|
/s/ Marie T. Gallagher
Marie T. Gallagher
|
Senior Vice President and Controller (Principal Accounting Officer)
|
February 11, 2016
|
|
|
|
/s/ Shona L. Brown
Shona L. Brown
|
Director
|
February 11, 2016
|
|
|
|
/s/ George W. Buckley
George W. Buckley
|
Director
|
February 11, 2016
|
|
|
|
/s/ Ian M. Cook
Ian M. Cook
|
Director
|
February 11, 2016
|
|
|
|
/s/ Dina Dublon
Dina Dublon
|
Director
|
February 11, 2016
|
|
|
|
/s/ Rona A. Fairhead
Rona A. Fairhead
|
Director
|
February 11, 2016
|
|
|
|
/s/ Richard W. Fisher
Richard W. Fisher
|
Director
|
February 11, 2016
|
|
|
|
/s/ Alberto Ibargüen
Alberto Ibargüen
|
Director
|
February 11, 2016
|
|
|
|
/s/ William R. Johnson
William R. Johnson
|
Director
|
February 11, 2016
|
|
|
|
/s/ David C. Page
David C. Page
|
Director
|
February 11, 2016
|
|
|
|
/s/ Robert C. Pohlad
Robert C. Pohlad
|
Director
|
February 11, 2016
|
|
|
|
/s/ Lloyd G. Trotter
Lloyd G. Trotter
|
Director
|
February 11, 2016
|
|
|
|
/s/ Daniel Vasella
Daniel Vasella
|
Director
|
February 11, 2016
|
|
|
|
/s/ Alberto Weisser
Alberto Weisser
|
Director
|
February 11, 2016
|
1.
|
I have reviewed this annual report on Form 10-K of PepsiCo, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 11, 2016
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/s/ Indra K. Nooyi
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|
Indra K. Nooyi
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|
Chairman of the Board of Directors and
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of PepsiCo, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 11, 2016
|
/s/ Hugh F. Johnston
|
|
Hugh F. Johnston
|
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
Date: February 11, 2016
|
/s/ Indra K. Nooyi
|
|
Indra K. Nooyi
|
|
Chairman of the Board of Directors and
|
|
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
Date: February 11, 2016
|
/s/ Hugh F. Johnston
|
|
Hugh F. Johnston
|
|
Chief Financial Officer
|