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)
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13-1584302
(I.R.S. Employer Identification No.)
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700 Anderson Hill Road, Purchase, New York
(Address of Principal Executive Offices)
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10577
(Zip Code)
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Title of each class
|
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Name of each exchange on which registered
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Common Stock, par value 1-2/3 cents per share
|
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The Nasdaq Stock Market LLC and Chicago Stock Exchange
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2.500% Senior Notes Due 2022
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New York Stock Exchange
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1.750% Senior Notes Due 2021
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New York Stock Exchange
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2.625% Senior Notes Due 2026
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New York Stock Exchange
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0.875% Senior Notes Due 2028
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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1)
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Frito-Lay North America (FLNA), which includes our branded food and snack businesses in the United States and Canada;
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2)
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Quaker Foods North America (QFNA), which includes our cereal, rice, pasta and other branded food businesses in the United States and Canada;
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3)
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North America Beverages (NAB), which includes our beverage businesses in the United States and Canada;
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4)
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Latin America, which includes all of our beverage, food and snack businesses in Latin America;
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5)
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Europe Sub-Saharan Africa (ESSA), which includes all of our beverage, food and snack businesses in Europe and Sub-Saharan Africa; and
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6)
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Asia, Middle East and North Africa (AMENA), which includes all of our beverage, food and snack businesses in Asia, Middle East and North Africa.
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Net Revenue
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|
% of Total Net Revenue
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|||||||||||||||||
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2017
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|
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2016
(a)
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|
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2015
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2017
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2016
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|
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2015
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|||
FLNA
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$
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15,798
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|
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$
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15,549
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|
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$
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14,782
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|
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25
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%
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25
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%
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23
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%
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QFNA
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2,503
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|
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2,564
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2,543
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4
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|
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4
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|
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4
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|||
NAB
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20,936
|
|
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21,312
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20,618
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|
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33
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|
|
34
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|
|
33
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|
|||
Latin America
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7,208
|
|
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6,820
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|
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8,228
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|
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11
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|
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11
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|
|
13
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|
|||
ESSA
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11,050
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|
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10,216
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|
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10,510
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|
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17
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|
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16
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|
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17
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|
|||
AMENA
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6,030
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|
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6,338
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6,375
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|
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10
|
|
|
10
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|
|
10
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|
|||
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$
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63,525
|
|
|
$
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62,799
|
|
|
$
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63,056
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(a)
|
Our fiscal 2016 results included an extra week of results (53
rd
reporting week). The 53
rd
reporting week
increased 2016 net revenue by $657 million, including $294 million in our FLNA segment, $43 million in our QFNA segment, $300 million in our NAB segment and $20 million in our ESSA segment.
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FLNA
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QFNA
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NAB
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Latin America
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ESSA
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AMENA
|
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Shared
(a)
|
Plants
(b)
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35
|
|
5
|
|
65
|
|
50
|
|
85
|
|
50
|
|
5
|
Other Facilities
(c)
|
1,680
|
|
3
|
|
440
|
|
585
|
|
340
|
|
345
|
|
40
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(a)
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Shared properties are in addition to the other properties reported by our six divisions identified in this table.
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(b)
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Includes manufacturing and processing plants as well as bottling and production plants.
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(c)
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Includes warehouses, distribution centers, storage facilities, offices, including division headquarters, research and development facilities and other facilities.
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•
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FLNA’s research and development facility in Plano, Texas, which is owned.
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•
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QFNA’s food plant in Cedar Rapids, Iowa, which is owned.
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•
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NAB’s research and development facility in Valhalla, New York, and a Tropicana plant in Bradenton, Florida, both of which are owned.
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•
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Latin America’s three snack plants in Mexico (one in Vallejo, one in Celaya and one in Monterrey) and one in Brazil (Sorocaba), all of which are owned.
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•
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ESSA’s snack plant in Leicester, United Kingdom, which is leased; its snack plant in Kashira, Russia, its fruit juice plant in Zeebrugge, Belgium, its beverage plant in Lebedyan, Russia and its dairy plant in Moscow, Russia, all of which are owned.
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•
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AMENA’s beverage plants in Tanta City, Egypt and Rayong, Thailand, and its snack plant in Sixth of October City, Egypt, all of which are owned; and its snack plant in Riyadh, Saudi Arabia, which is leased.
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•
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Two concentrate plants in Cork, Ireland, which are shared by our NAB, ESSA and AMENA divisions, both of which are owned.
|
•
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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.
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Name
|
Age
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Title
|
Albert P. Carey
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66
|
Chief Executive Officer, North America
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Sanjeev Chadha
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58
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Chairman, Asia, Middle East and North Africa
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Ruth Fattori
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65
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Executive Vice President, Human Resources and Chief Human Resources Officer, PepsiCo
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Marie T. Gallagher
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58
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Senior Vice President and Controller, PepsiCo
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Hugh F. Johnston
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56
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Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo
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Dr. Mehmood Khan
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59
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Vice Chairman, PepsiCo; Executive Vice President, PepsiCo Chief Scientific Officer, Global Research and Development
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Ramon Laguarta
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54
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President, PepsiCo
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Laxman Narasimhan
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50
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Chief Executive Officer, Latin America and Europe Sub-Saharan Africa
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Indra K. Nooyi
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62
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Chairman of the Board of Directors and Chief Executive Officer, PepsiCo
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Silviu Popovici
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50
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President, Europe Sub-Saharan Africa
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Vivek Sankaran
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55
|
President and Chief Operating Officer, Frito-Lay North America
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Mike Spanos
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53
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Chief Executive Officer, Asia, Middle East and North Africa
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Kirk Tanner
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49
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President and Chief Operating Officer, North America Beverages
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David Yawman
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49
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Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo
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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)
|
||||||
9/9/2017
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|
|
|
|
|
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$
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5,857
|
|
||||
|
|
|
|
|
|
|
|
||||||
9/10/2017 - 10/7/2017
|
1.5
|
|
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$
|
112.85
|
|
|
1.5
|
|
|
(167
|
)
|
|
|
|
|
|
|
|
|
5,690
|
|
|||||
10/8/2017 - 11/4/2017
|
1.3
|
|
|
$
|
111.00
|
|
|
1.3
|
|
|
(139
|
)
|
|
|
|
|
|
|
|
|
5,551
|
|
|||||
11/5/2017 - 12/2/2017
|
1.1
|
|
|
$
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114.32
|
|
|
1.1
|
|
|
(126
|
)
|
|
|
|
|
|
|
|
|
5,425
|
|
|||||
12/3/2017 - 12/30/2017
|
0.6
|
|
|
$
|
117.55
|
|
|
0.6
|
|
|
(72
|
)
|
|
Total
|
4.5
|
|
|
$
|
113.34
|
|
|
4.5
|
|
|
$
|
5,353
|
|
(a)
|
All shares were repurchased in open market transactions pursuant to publicly announced repurchase programs.
|
(b)
|
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. On February 13, 2018, we publicly announced a new repurchase program of up to $15 billion of our common stock, which will commence on July 1, 2018 and expire on June 30, 2021, and such shares are excluded from the above table. 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
|
|||
9/10/2017 - 10/7/2017
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|||
10/8/2017 - 11/4/2017
|
1,000
|
|
|
$
|
548.21
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|||
11/5/2017 - 12/2/2017
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|||
12/3/2017 - 12/30/2017
|
900
|
|
|
$
|
578.48
|
|
|
N/A
|
|
N/A
|
Total
|
1,900
|
|
|
$
|
562.55
|
|
|
N/A
|
|
N/A
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Net revenue
(a)
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
63,056
|
|
|
$
|
66,683
|
|
|
$
|
66,415
|
|
Operating profit
|
$
|
10,509
|
|
|
$
|
9,785
|
|
|
$
|
8,353
|
|
|
$
|
9,581
|
|
|
$
|
9,705
|
|
Provision for income taxes
(b)
|
$
|
4,694
|
|
|
$
|
2,174
|
|
|
$
|
1,941
|
|
|
$
|
2,199
|
|
|
$
|
2,104
|
|
Net income attributable to PepsiCo
(b)
|
$
|
4,857
|
|
|
$
|
6,329
|
|
|
$
|
5,452
|
|
|
$
|
6,513
|
|
|
$
|
6,740
|
|
Net income attributable to PepsiCo per common share – basic
(b)
|
$
|
3.40
|
|
|
$
|
4.39
|
|
|
$
|
3.71
|
|
|
$
|
4.31
|
|
|
$
|
4.37
|
|
Net income attributable to PepsiCo per common share – diluted
(b)
|
$
|
3.38
|
|
|
$
|
4.36
|
|
|
$
|
3.67
|
|
|
$
|
4.27
|
|
|
$
|
4.32
|
|
Cash dividends declared per common share
|
$
|
3.1675
|
|
|
$
|
2.96
|
|
|
$
|
2.7625
|
|
|
$
|
2.5325
|
|
|
$
|
2.24
|
|
Total assets
|
$
|
79,804
|
|
|
$
|
73,490
|
|
|
$
|
68,976
|
|
|
$
|
69,634
|
|
|
$
|
76,762
|
|
Long-term debt
|
$
|
33,796
|
|
|
$
|
30,053
|
|
|
$
|
29,213
|
|
|
$
|
23,821
|
|
|
$
|
24,333
|
|
(a)
|
Our fiscal 2016 results included an extra week of results. The 53
rd
reporting week
increased 2016 net revenue by $657 million, including $294 million in our FLNA segment, $43 million in our QFNA segment, $300 million in our NAB segment and $20 million in our ESSA segment.
|
(b)
|
Includes the provisional impact of the TCJ Act enacted in 2017. See Note 5 to our consolidated financial statements for additional information.
|
|
2017
|
||||||||||||||
|
Operating profit
|
|
Provision for income taxes
(c)
|
|
Net income attributable to PepsiCo
|
|
Net income attributable to PepsiCo per common share
–
diluted
|
||||||||
Mark-to-market net impact
(d)
|
$
|
15
|
|
|
$
|
(7
|
)
|
|
$
|
8
|
|
|
$
|
0.01
|
|
Restructuring and impairment charges
(e)
|
$
|
(295
|
)
|
|
$
|
71
|
|
|
$
|
(224
|
)
|
|
$
|
(0.16
|
)
|
Provisional net tax expense related to the TCJ Act
(f)
|
$
|
—
|
|
|
$
|
(2,451
|
)
|
|
$
|
(2,451
|
)
|
|
$
|
(1.70
|
)
|
Gain on sale of Britvic plc (Britvic) securities
(g)
|
$
|
95
|
|
|
$
|
(10
|
)
|
|
$
|
85
|
|
|
$
|
0.06
|
|
Gain on beverage refranchising
(h)
|
$
|
140
|
|
|
$
|
(33
|
)
|
|
$
|
107
|
|
|
$
|
0.07
|
|
Gain on sale of assets
(i)
|
$
|
87
|
|
|
$
|
(25
|
)
|
|
$
|
62
|
|
|
$
|
0.04
|
|
|
2016
|
||||||||||||||||||||||
|
Operating profit
|
|
Interest expense
|
|
Provision for income
taxes
(c)
|
|
Net income attributable to noncontrolling interests
|
|
Net income attributable to PepsiCo
|
|
Net income attributable to PepsiCo per common share – diluted
|
||||||||||||
Mark-to-market net impact
(d)
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
0.08
|
|
Restructuring and impairment charges
(e)
|
$
|
(160
|
)
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
3
|
|
|
$
|
(131
|
)
|
|
$
|
(0.09
|
)
|
Charge related to the transaction with Tingyi
(j)
|
$
|
(373
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(373
|
)
|
|
$
|
(0.26
|
)
|
Charge related to debt redemption
(k)
|
$
|
—
|
|
|
$
|
(233
|
)
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
(156
|
)
|
|
$
|
(0.11
|
)
|
Pension-related settlement charge
(l)
|
$
|
(242
|
)
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
(162
|
)
|
|
$
|
(0.11
|
)
|
53
rd
reporting week
(m)
|
$
|
126
|
|
|
$
|
(19
|
)
|
|
$
|
(44
|
)
|
|
$
|
(1
|
)
|
|
$
|
62
|
|
|
$
|
0.04
|
|
|
2015
|
||||||||||||||
|
Operating profit
|
|
Provision for income taxes
(c)
|
|
Net income attributable to PepsiCo
|
|
Net income attributable to PepsiCo per common share – diluted
|
||||||||
Mark-to-market net impact
(d)
|
$
|
11
|
|
|
$
|
(3
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
Restructuring and impairment charges
(e)
|
$
|
(230
|
)
|
|
$
|
46
|
|
|
$
|
(184
|
)
|
|
$
|
(0.12
|
)
|
Charge related to the transaction with Tingyi
(j)
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
(0.05
|
)
|
Pension-related settlement benefits
(l)
|
$
|
67
|
|
|
$
|
(25
|
)
|
|
$
|
42
|
|
|
$
|
0.03
|
|
Venezuela impairment charges
(n)
|
$
|
(1,359
|
)
|
|
$
|
—
|
|
|
$
|
(1,359
|
)
|
|
$
|
(0.91
|
)
|
Tax benefit
(o)
|
$
|
—
|
|
|
$
|
230
|
|
|
$
|
230
|
|
|
$
|
0.15
|
|
Müller Quaker Dairy (MQD) impairment
(p)
|
$
|
(76
|
)
|
|
$
|
28
|
|
|
$
|
(48
|
)
|
|
$
|
(0.03
|
)
|
Gain on beverage refranchising
(h)
|
$
|
39
|
|
|
$
|
(11
|
)
|
|
$
|
28
|
|
|
$
|
0.02
|
|
Other productivity initiatives
(q)
|
$
|
(90
|
)
|
|
$
|
24
|
|
|
$
|
(66
|
)
|
|
$
|
(0.04
|
)
|
Joint venture impairment charge
(r)
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
(0.02
|
)
|
|
2014
|
||||||||||||||||||
|
Operating profit
|
|
Provision for income
taxes
(c)
|
|
Net income attributable to noncontrolling interests
|
|
Net income attributable to PepsiCo
|
|
Net income attributable to PepsiCo per common share
–
diluted
|
||||||||||
Mark-to-market net impact
(d)
|
$
|
(68
|
)
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
(0.03
|
)
|
Restructuring and impairment charges
(e)
|
$
|
(418
|
)
|
|
$
|
99
|
|
|
$
|
3
|
|
|
$
|
(316
|
)
|
|
$
|
(0.21
|
)
|
Pension-related settlement charge
(l)
|
$
|
(141
|
)
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
(88
|
)
|
|
$
|
(0.06
|
)
|
Venezuela remeasurement charge
(s)
|
$
|
(105
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(105
|
)
|
|
$
|
(0.07
|
)
|
Gain on sale of assets
(i)
|
$
|
31
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
0.02
|
|
Other productivity initiatives
(q)
|
$
|
(67
|
)
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
(0.04
|
)
|
|
2013
|
||||||||||||||
|
Operating profit
|
|
Provision for income taxes
(c)
|
|
Net income attributable to PepsiCo
|
|
Net income attributable to PepsiCo per common share
–
diluted
|
||||||||
Mark-to-market net impact
(d)
|
$
|
(72
|
)
|
|
$
|
28
|
|
|
$
|
(44
|
)
|
|
$
|
(0.03
|
)
|
Restructuring and impairment charges
(e)
|
$
|
(163
|
)
|
|
$
|
34
|
|
|
$
|
(129
|
)
|
|
$
|
(0.08
|
)
|
Tax benefit
(o)
|
$
|
—
|
|
|
$
|
209
|
|
|
$
|
209
|
|
|
$
|
0.13
|
|
Venezuela remeasurement charge
(s)
|
$
|
(111
|
)
|
|
$
|
—
|
|
|
$
|
(111
|
)
|
|
$
|
(0.07
|
)
|
Merger and integration charges
(t)
|
$
|
(10
|
)
|
|
$
|
2
|
|
|
$
|
(8
|
)
|
|
$
|
(0.01
|
)
|
Gain on beverage refranchising
(h)
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
0.09
|
|
(c)
|
Provision for income taxes is the expected tax benefit/charge on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction and tax year and, in 2017, the impact of the TCJ Act is presented separately.
|
(d)
|
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses.
|
(e)
|
Expenses related to the 2014 Multi-Year Productivity Plan (2014 Productivity Plan) and 2012 Multi-Year Productivity Plan (2012 Productivity Plan). See Note 3 to our consolidated financial statements.
|
(f)
|
In 2017, provisional net tax expense associated with the enactment of the TCJ Act. See Note 5 to our consolidated financial statements.
|
(g)
|
In 2017, gain in the ESSA segment associated with the sale of our minority stake in Britvic.
|
(h)
|
In 2017, gain in the AMENA segment associated with refranchising our beverage business in Jordan. See Note 14 to our consolidated financial statements. In 2015 and 2013, gains in the AMENA segment associated with refranchising a portion of our beverage businesses in India and the refranchising of our beverage business in Vietnam, respectively.
|
(i)
|
In 2017, gains associated with the sale of assets in the following segments: $17 million in FLNA, $21 million in NAB, $21 million in AMENA and $28 million in corporate unallocated expenses.
In 2014, gain in the ESSA segment associated with the sale of agricultural assets in Russia.
|
(j)
|
In 2016, impairment charge in the AMENA segment to reduce the value of our 5% indirect equity interest in Tingyi-Asahi Beverages Holding Co. Ltd. (TAB) to its estimated fair value. In 2015, write-off in the AMENA segment of the value of a call option to increase our holding in TAB to 20%. See Note 9 to our consolidated financial statements.
|
(k)
|
In 2016,
interest expense primarily representing the premium paid in accordance with the “make-whole” redemption provisions to redeem all of our outstanding 7.900% senior notes due 2018 and 5.125% senior notes due 2019 for the principal amounts of $1.5 billion and $750 million, respectively. See Note 8 to our consolidated financial statements.
|
(l)
|
In 2016, pension settlement charge in corporate unallocated expenses related to the purchase of a group annuity contract. In 2015, benefits in the NAB segment associated with the settlement of pension-related liabilities from previous acquisitions. In 2014, lump sum settlement charges in corporate unallocated expenses related to payments for pension liabilities to certain former employees who had vested benefits.
|
(m)
|
Our fiscal 2016 results included the 53
rd
reporting week, the impact of which was fully offset by incremental investments in our business.
|
(n)
|
In 2015, charges in the Latin America segment related to the impairment of investments in our wholly-owned Venezuelan subsidiaries and beverage joint venture. Beginning in the fourth quarter of 2015, our financial results have not included the results of our Venezuelan businesses. See Note 1 to our consolidated financial statements.
|
(o)
|
In 2015, non-cash tax benefit 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 2013, non-cash tax benefit associated with our agreement with the IRS resolving all open matters related to the audits for taxable years 2003 through 2009, which reduced our reserve for uncertain tax positions for the tax years 2003 through 2012.
|
(p)
|
In 2015, impairment charges in the QFNA segment associated with our MQD joint venture investment, including a charge related to ceasing its operations.
|
(q)
|
In 2015 and 2014, expenses related to other productivity initiatives outside the scope of the 2014 and 2012 Productivity Plans.
|
(r)
|
In 2015, impairment charge in the AMENA segment associated with a joint venture in the Middle East.
|
(s)
|
In 2014, net charge related to our remeasurement of the bolivar for certain net monetary assets of our Venezuelan businesses. $126 million of this charge was in corporate unallocated expenses, with the balance (equity income of $21 million) in our Latin America segment. In 2013, net charge related to the devaluation of the bolivar for our Venezuelan businesses. $124 million of this charge was in corporate unallocated expenses, with the balance (equity income of $13 million) in our Latin America segment.
|
(t)
|
In 2013, merger and integration charges in the ESSA segment related to our acquisition of WBD.
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
||||||||||
Net revenue
(a)
|
$
|
12,049
|
|
|
$
|
15,710
|
|
|
$
|
16,240
|
|
|
$
|
19,526
|
|
|
$
|
11,862
|
|
|
$
|
15,395
|
|
|
$
|
16,027
|
|
|
$
|
19,515
|
|
||
Gross profit
|
$
|
6,763
|
|
|
$
|
8,654
|
|
|
$
|
8,874
|
|
|
$
|
10,449
|
|
|
$
|
6,711
|
|
|
$
|
8,565
|
|
|
$
|
8,743
|
|
|
$
|
10,571
|
|
||
Operating profit
|
$
|
1,933
|
|
|
$
|
2,990
|
|
|
$
|
2,993
|
|
|
$
|
2,593
|
|
|
$
|
1,619
|
|
|
$
|
2,964
|
|
|
$
|
2,821
|
|
|
$
|
2,381
|
|
||
Mark-to-market net impact
(b)
|
$
|
(14
|
)
|
|
$
|
(26
|
)
|
|
$
|
27
|
|
|
$
|
28
|
|
|
$
|
46
|
|
|
$
|
100
|
|
|
$
|
(39
|
)
|
|
$
|
60
|
|
||
Restructuring and impairment charges
(c)
|
$
|
(27
|
)
|
|
$
|
(34
|
)
|
|
$
|
(8
|
)
|
|
$
|
(226
|
)
|
|
$
|
(30
|
)
|
|
$
|
(49
|
)
|
|
$
|
(27
|
)
|
|
$
|
(54
|
)
|
||
Provisional net tax expense related to the TCJ Act
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(2,451
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Gain on sale of Britvic securities
(e)
|
—
|
|
—
|
|
$
|
95
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Gain on beverage refranchising
(f)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Gain on sale of assets
(g)
|
—
|
|
|
—
|
|
|
$
|
21
|
|
|
$
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Charge related to the transaction with Tingyi
(h)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(373
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Charge related to debt redemption
(i)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(233
|
)
|
|||||||||
Pension-related settlement charge
(j)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(242
|
)
|
|||||||||
53
rd
reporting week
(k)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
126
|
|
|||||||||
Provision for income taxes
(l)
|
$
|
392
|
|
|
$
|
656
|
|
|
$
|
620
|
|
|
$
|
3,026
|
|
|
$
|
442
|
|
|
$
|
718
|
|
|
$
|
600
|
|
|
$
|
414
|
|
||
Net income/(loss) attributable to PepsiCo
(l)
|
$
|
1,318
|
|
|
$
|
2,105
|
|
|
$
|
2,144
|
|
|
$
|
(710
|
)
|
|
$
|
931
|
|
|
$
|
2,005
|
|
|
$
|
1,992
|
|
|
$
|
1,401
|
|
||
Net income/(loss) attributable to PepsiCo per common share
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Basic
|
$
|
0.92
|
|
|
$
|
1.47
|
|
|
$
|
1.50
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.64
|
|
|
$
|
1.39
|
|
|
$
|
1.38
|
|
|
$
|
0.98
|
|
||
Diluted
|
$
|
0.91
|
|
|
$
|
1.46
|
|
|
$
|
1.49
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.64
|
|
|
$
|
1.38
|
|
|
$
|
1.37
|
|
|
$
|
0.97
|
|
||
Cash dividends declared per common share
|
$
|
0.7525
|
|
|
$
|
0.805
|
|
|
$
|
0.805
|
|
|
$
|
0.805
|
|
|
$
|
0.7025
|
|
|
$
|
0.7525
|
|
|
$
|
0.7525
|
|
|
$
|
0.7525
|
|
||
Stock price per share
(m)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
High
|
$
|
112.38
|
|
|
$
|
118.12
|
|
|
$
|
119.39
|
|
|
$
|
120.57
|
|
|
$
|
102.12
|
|
|
$
|
106.94
|
|
|
$
|
110.94
|
|
|
$
|
109.71
|
|
||
Low
|
$
|
101.06
|
|
|
$
|
111.34
|
|
|
$
|
112.25
|
|
|
$
|
106.19
|
|
|
$
|
93.25
|
|
|
$
|
100.00
|
|
|
$
|
101.30
|
|
|
$
|
98.50
|
|
(a)
|
Our fiscal 2016 results included a 53
rd
reporting week which
increased 2016 net revenue by $657 million, including $294 million in our FLNA segment, $43 million in our QFNA segment, $300 million in our NAB segment and $20 million in our ESSA segment.
|
(b)
|
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses.
|
(c)
|
Expenses related to the 2014 and 2012 Productivity Plans. See Note 3 to our consolidated financial statements.
|
(d)
|
In 2017, provisional net tax expense associated with the enactment of the TCJ Act. See Note 5 to our consolidated financial statements.
|
(e)
|
In 2017, gain in the ESSA segment associated with the sale of our minority stake in Britvic. See Note 9 to our consolidated financial statements.
|
(f)
|
In 2017, gain in the AMENA segment associated with refranchising our beverage business in Jordan. See Note 14 to our consolidated financial statements.
|
(g)
|
In 2017, gains associated with the sale of assets in the following segments: $17 million in FLNA, $21 million in NAB, $21 million in AMENA and $28 million in corporate unallocated expenses.
|
(h)
|
In 2016, impairment charge in the AMENA segment to reduce the value of our 5% indirect equity interest in TAB to its estimated fair value. See Note 9 to our consolidated financial statements.
|
(i)
|
In 2016, interest expense primarily representing the premium paid in accordance with the “make-whole” redemption provisions to redeem all of our outstanding 7.900% senior notes due 2018 and 5.125% senior notes due 2019 for the principal amounts of $1.5 billion and $750 million, respectively. See Note 8 to our consolidated financial statements.
|
(j)
|
In 2016, pension settlement charge in corporate unallocated expenses related to the purchase of a group annuity contract.
|
(k)
|
Our fiscal 2016 results included the 53
rd
reporting week, the impact of which was fully offset by incremental investments in our business.
|
(l)
|
Includes the provisional impact of the TCJ Act enacted in the fourth quarter of 2017. See Note 5 to our consolidated financial statements for additional information.
|
(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 from December 27, 2015 through December 19, 2017 and The Nasdaq Global Select Market from December 20, 2017 through December 30, 2017.
|
•
|
Utilizing the strength of our distribution system to offer consumers a wide array of choices, from “fun-for-you” to “better-for-you” to “good-for-you” products to meet consumers’ demand for more nutritious foods and beverages;
|
•
|
Continuing to strengthen our retail and foodservice relationships to sell our products faster, increase cash flow and engage consumers;
|
•
|
Minimizing our environmental footprint to streamline costs and mitigate our operational impact on the communities in which we operate;
|
•
|
Continuing to invest in our associates so that we have the best talent to position our company for continued growth; and
|
•
|
Continuing our investments in e-commerce and digital solutions to meet changing consumer consumption patterns and capture cost savings while streamlining our operations.
|
•
|
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 the Board’s oversight of financial, compliance and employee safety risks facing PepsiCo;
|
◦
|
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 Nominating and Corporate Governance Committee assists the Board in its oversight of the Company’s governance structure and other corporate governance matters, including succession planning; and
|
◦
|
The Public Policy and Sustainability Committee of the Board assists the Board in its oversight of PepsiCo’s policies, programs and related risks that concern key public policy and sustainability matters.
|
•
|
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 top strategic, financial, operating, 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.
|
|
|
|
|
|
|
|
Change
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||
Net revenue
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
63,056
|
|
|
1
|
%
|
|
—
|
%
|
Operating profit
|
$
|
10,509
|
|
|
$
|
9,785
|
|
|
$
|
8,353
|
|
|
7
|
%
|
|
17
|
%
|
Operating profit margin
|
16.5
|
%
|
|
15.6
|
%
|
|
13.2
|
%
|
|
1.0
|
|
|
2.3
|
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
Net interest expense
|
|
$
|
(907
|
)
|
|
$
|
(1,232
|
)
|
|
$
|
(911
|
)
|
|
$
|
325
|
|
|
$
|
(321
|
)
|
Annual tax rate
(a)
|
|
48.9
|
%
|
|
25.4
|
%
|
|
26.1
|
%
|
|
|
|
|
|||||||
Net income attributable to PepsiCo
|
|
$
|
4,857
|
|
|
$
|
6,329
|
|
|
$
|
5,452
|
|
|
(23
|
)%
|
|
16
|
%
|
||
Net income attributable to PepsiCo per common share – diluted
|
|
$
|
3.38
|
|
|
$
|
4.36
|
|
|
$
|
3.67
|
|
|
(23
|
)%
|
|
19
|
%
|
||
Mark-to-market net impact
|
|
(0.01
|
)
|
|
(0.08
|
)
|
|
—
|
|
|
|
|
|
|||||||
Restructuring and impairment charges
|
|
0.16
|
|
|
0.09
|
|
|
0.12
|
|
|
|
|
|
|||||||
Provisional net tax expense related to the TCJ Act
(a)
|
|
1.70
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Charges related to the transaction with Tingyi
|
|
—
|
|
|
0.26
|
|
|
0.05
|
|
|
|
|
|
|||||||
Charge related to debt redemption
|
|
—
|
|
|
0.11
|
|
|
—
|
|
|
|
|
|
|||||||
Pension-related settlement charge/(benefits)
|
|
—
|
|
|
0.11
|
|
|
(0.03
|
)
|
|
|
|
|
|||||||
Venezuela impairment charges
|
|
—
|
|
|
—
|
|
|
0.91
|
|
|
|
|
|
|||||||
Tax benefit
|
|
—
|
|
|
—
|
|
|
(0.15
|
)
|
|
|
|
|
|||||||
Net income attributable to PepsiCo per common
share – diluted, excluding above items
(b)
|
|
$
|
5.23
|
|
|
$
|
4.85
|
|
|
$
|
4.57
|
|
|
8
|
%
|
|
6
|
%
|
||
Impact of foreign exchange translation
|
|
|
|
|
|
|
|
1
|
|
|
3
|
|
||||||||
Growth in net income attributable to PepsiCo per
common share – diluted, excluding above items, on
a constant currency basis
(b)
|
|
|
|
|
|
|
|
9
|
%
|
|
9
|
%
|
•
|
cost of sales, gross profit, selling, general and administrative expenses, interest expense, noncontrolling interests and provision for income taxes, each adjusted for items affecting comparability;
|
•
|
operating profit/loss, adjusted for items affecting comparability, and net income attributable to PepsiCo per common share – diluted, adjusted for items affecting comparability, and the corresponding constant currency growth rates;
|
•
|
organic revenue;
|
•
|
free cash flow; and
|
•
|
return on invested capital (ROIC) and net ROIC, excluding items affecting comparability.
|
|
2017
|
||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Provision for income taxes
(a)
|
|
Net income attributable to PepsiCo
|
||||||||||||
Reported, GAAP Measure
|
$
|
28,785
|
|
|
$
|
34,740
|
|
|
$
|
24,231
|
|
|
$
|
10,509
|
|
|
$
|
4,694
|
|
|
$
|
4,857
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mark-to-market net impact
|
8
|
|
|
(8
|
)
|
|
7
|
|
|
(15
|
)
|
|
(7
|
)
|
|
(8
|
)
|
||||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(295
|
)
|
|
295
|
|
|
71
|
|
|
224
|
|
||||||
Provisional net tax expense related to the TCJ Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,451
|
)
|
|
2,451
|
|
||||||
Core, Non-GAAP Measure
|
$
|
28,793
|
|
|
$
|
34,732
|
|
|
$
|
23,943
|
|
|
$
|
10,789
|
|
|
$
|
2,307
|
|
|
$
|
7,524
|
|
|
2016
|
||||||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Interest expense
|
|
Provision for income taxes
(a)
|
|
Net income attributable to noncontrolling interests
|
|
Net income attributable to PepsiCo
|
||||||||||||||||
Reported, GAAP Measure
|
$
|
28,209
|
|
|
$
|
34,590
|
|
|
$
|
24,805
|
|
|
$
|
9,785
|
|
|
$
|
1,342
|
|
|
$
|
2,174
|
|
|
$
|
50
|
|
|
$
|
6,329
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mark-to-market net impact
|
78
|
|
|
(78
|
)
|
|
89
|
|
|
(167
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(111
|
)
|
||||||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
160
|
|
|
—
|
|
|
26
|
|
|
3
|
|
|
131
|
|
||||||||
Charge related to the transaction with Tingyi
|
—
|
|
|
—
|
|
|
(373
|
)
|
|
373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
373
|
|
||||||||
Charge related to debt redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(233
|
)
|
|
77
|
|
|
—
|
|
|
156
|
|
||||||||
Pension-related settlement charge
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
242
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
162
|
|
||||||||
Core, Non-GAAP Measure
|
$
|
28,287
|
|
|
$
|
34,512
|
|
|
$
|
24,119
|
|
|
$
|
10,393
|
|
|
$
|
1,109
|
|
|
$
|
2,301
|
|
|
$
|
53
|
|
|
$
|
7,040
|
|
|
2015
|
||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Venezuela impairment charges
|
|
Operating profit
|
|
Provision for income taxes
(a)
|
|
Net income attributable to PepsiCo
|
||||||||||||||
Reported, GAAP Measure
|
$
|
28,731
|
|
|
$
|
34,325
|
|
|
$
|
24,613
|
|
|
$
|
1,359
|
|
|
$
|
8,353
|
|
|
$
|
1,941
|
|
|
$
|
5,452
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mark-to-market net impact
|
(18
|
)
|
|
18
|
|
|
29
|
|
|
—
|
|
|
(11
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|||||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(230
|
)
|
|
—
|
|
|
230
|
|
|
46
|
|
|
184
|
|
|||||||
Charge related to the transaction with Tingyi
|
—
|
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
|||||||
Pension-related settlement benefits
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
(67
|
)
|
|
(25
|
)
|
|
(42
|
)
|
|||||||
Venezuela impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,359
|
)
|
|
1,359
|
|
|
—
|
|
|
1,359
|
|
|||||||
Tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
(230
|
)
|
|||||||
Core, Non-GAAP Measure
|
$
|
28,713
|
|
|
$
|
34,343
|
|
|
$
|
24,406
|
|
|
$
|
—
|
|
|
$
|
9,937
|
|
|
$
|
2,189
|
|
|
$
|
6,788
|
|
(a)
|
Provision for income taxes is the expected tax benefit/charge on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction and tax year and, in 2017, the impact of the TCJ Act is presented separately.
|
|
|
Charges
|
|
Cash
Expenditures |
|
||||
2013
|
|
$
|
53
|
|
|
$
|
—
|
|
|
2014
|
|
357
|
|
|
175
|
|
(b)
|
||
2015
|
|
169
|
|
|
165
|
|
(b)
|
||
2016
|
|
160
|
|
|
95
|
|
|
||
2017
|
|
295
|
|
|
113
|
|
|
||
2018 (expected)
|
|
254
|
|
|
396
|
|
|
||
2019 (expected)
|
|
17
|
|
|
41
|
|
|
||
|
|
$
|
1,305
|
|
(a)
|
$
|
985
|
|
|
(a)
|
This total pre-tax charge is expected to consist of approximately
$795 million
of severance and other employee-related costs, approximately
$165 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 and Corporate approximately as follows: FLNA 14%, QFNA 3%, NAB 30%, Latin America 15%, ESSA 25%, AMENA 4% and Corporate 9%.
|
(b)
|
In 2015 and 2014, cash expenditures include
$2 million
and
$10 million
, respectively, reported on our cash flow statement in pension and retiree medical plan contributions.
|
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Total
|
||||||||||||||
Net Revenue, 2017
|
$
|
15,798
|
|
|
$
|
2,503
|
|
|
$
|
20,936
|
|
|
$
|
7,208
|
|
|
$
|
11,050
|
|
|
$
|
6,030
|
|
|
$
|
63,525
|
|
Net Revenue, 2016
|
$
|
15,549
|
|
|
$
|
2,564
|
|
|
$
|
21,312
|
|
|
$
|
6,820
|
|
|
$
|
10,216
|
|
|
$
|
6,338
|
|
|
$
|
62,799
|
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Volume
(a)
|
1
|
%
|
|
—
|
%
|
|
(2.5
|
)%
|
|
(2
|
)%
|
|
3
|
%
|
|
—
|
%
|
|
—
|
%
|
|||||||
Effective net pricing
(b)
|
2.5
|
|
|
(1
|
)
|
|
1
|
|
|
7
|
|
|
2
|
|
|
5
|
|
|
3
|
|
|||||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
(10
|
)
|
|
—
|
|
|||||||
Acquisitions and divestitures
|
—
|
|
|
—
|
|
|
1
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
53
rd
reporting week
(c)
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Reported growth
(e)
|
2
|
%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
6
|
%
|
|
8
|
%
|
|
(5
|
)%
|
|
1
|
%
|
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Total
|
||||||||||||||
Net Revenue, 2016
|
$
|
15,549
|
|
|
$
|
2,564
|
|
|
$
|
21,312
|
|
|
$
|
6,820
|
|
|
$
|
10,216
|
|
|
$
|
6,338
|
|
|
$
|
62,799
|
|
Net Revenue, 2015
|
$
|
14,782
|
|
|
$
|
2,543
|
|
|
$
|
20,618
|
|
|
$
|
8,228
|
|
|
$
|
10,510
|
|
|
$
|
6,375
|
|
|
$
|
63,056
|
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Volume
(a)
|
2
|
%
|
|
—
|
%
|
|
1
|
%
|
|
3
|
%
|
|
1.5
|
%
|
|
6
|
%
|
|
2
|
%
|
|||||||
Effective net pricing
(b)
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
7
|
|
|
2.5
|
|
|
(1
|
)
|
|
2
|
|
|||||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|||||||
Acquisitions and divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Venezuela deconsolidation
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
53
rd
reporting week
(c)
|
2
|
|
|
2
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Reported growth
(e)
|
5
|
%
|
|
1
|
%
|
|
3
|
%
|
|
(17
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
(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)
|
Our fiscal 2016 results included a 53
rd
reporting week which
increased 2016 net revenue by $657 million, including $294 million in our FLNA segment, $43 million in our QFNA segment, $300 million in our NAB segment and $20 million in our ESSA segment.
|
(d)
|
The impact of the exclusion of the 2015 results of our Venezuelan businesses, which were deconsolidated effective as of the end of the third quarter of 2015.
|
(e)
|
Amounts may not sum due to rounding.
|
2017
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Total
|
|||||||
Reported Growth
|
2
|
%
|
|
(2
|
)%
|
|
(2
|
)%
|
|
6
|
%
|
|
8
|
%
|
|
(5
|
)%
|
|
1
|
%
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
10
|
|
|
—
|
|
Acquisitions and divestitures
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
53
rd
reporting week
(a)
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Organic Growth
(c)
|
3
|
%
|
|
(1
|
)%
|
|
(2
|
)%
|
|
5
|
%
|
|
6
|
%
|
|
5
|
%
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Total
|
|||||||
Reported Growth
|
5
|
%
|
|
1
|
%
|
|
3
|
%
|
|
(17
|
)%
|
|
(3
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
% Impact of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange translation
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
7
|
|
|
5
|
|
|
3
|
|
Acquisitions and divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Venezuela deconsolidation
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
2
|
|
53
rd
reporting week
(a)
|
(2
|
)
|
|
(2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Organic Growth
(c)
|
3.5
|
%
|
|
—
|
%
|
|
2
|
%
|
|
9
|
%
|
|
4
|
%
|
|
5
|
%
|
|
4
|
%
|
(a)
|
Our fiscal 2016 results included a 53
rd
reporting week which
increased 2016 net revenue by $657 million, including $294 million in our FLNA segment, $43 million in our QFNA segment, $300 million in our NAB segment and $20 million in our ESSA segment.
Our 2017 organic revenue growth excludes the impact of the 53
rd
reporting week from our 2016 results.
|
(b)
|
The impact of the exclusion of the 2015 results of our Venezuelan businesses, which were deconsolidated effective as of the end of the third quarter of 2015.
|
(c)
|
Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
|||
Net revenue
|
$
|
15,798
|
|
|
$
|
15,549
|
|
|
$
|
14,782
|
|
|
2
|
|
|
5
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
2
|
|
|
(2
|
)
|
|
||||||
Organic revenue growth
(a)
|
|
|
|
|
|
|
3
|
|
(b)
|
3.5
|
|
(b)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
4,823
|
|
|
$
|
4,659
|
|
|
$
|
4,304
|
|
|
3.5
|
|
|
8
|
|
|
Restructuring and impairment charges
|
67
|
|
|
13
|
|
|
26
|
|
|
|
|
|
|
|||||
Operating profit excluding above item
(a)
|
$
|
4,890
|
|
|
$
|
4,672
|
|
|
$
|
4,330
|
|
|
5
|
|
|
8
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
|
|
4.5
|
|
(b)
|
8
|
|
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
|||
Net revenue
|
$
|
2,503
|
|
|
$
|
2,564
|
|
|
$
|
2,543
|
|
|
(2
|
)
|
|
1
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
2
|
|
|
(2
|
)
|
|
||||||
Organic revenue growth
(a)
|
|
|
|
|
|
|
(1
|
)
|
(b)
|
—
|
|
(b)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
642
|
|
|
$
|
653
|
|
|
$
|
560
|
|
|
(2
|
)
|
|
16
|
|
|
Restructuring and impairment charges
|
11
|
|
|
1
|
|
|
3
|
|
|
|
|
|
|
|||||
Operating profit excluding above item
(a)
|
$
|
653
|
|
|
$
|
654
|
|
|
$
|
563
|
|
|
—
|
|
|
16
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
|
|
—
|
|
|
16
|
|
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
|||
Net revenue
|
$
|
20,936
|
|
|
$
|
21,312
|
|
|
$
|
20,618
|
|
|
(2
|
)
|
|
3
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
1
|
|
|
(1.5
|
)
|
|
||||||
Organic revenue growth
(a)
|
|
|
|
|
|
|
(2
|
)
|
|
2
|
|
(b)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
2,707
|
|
|
$
|
2,959
|
|
|
$
|
2,785
|
|
|
(9
|
)
|
|
6
|
|
|
Restructuring and impairment charges
|
54
|
|
|
35
|
|
|
33
|
|
|
|
|
|
|
|||||
Pension-related settlement benefits
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
|
|
|
|
|||||
Operating profit excluding above items
(a)
|
$
|
2,761
|
|
|
$
|
2,994
|
|
|
$
|
2,751
|
|
|
(8
|
)
|
|
9
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
(8
|
)
|
|
9
|
|
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|||
Net revenue
|
$
|
7,208
|
|
|
$
|
6,820
|
|
|
$
|
8,228
|
|
|
6
|
|
|
(17
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
(1
|
)
|
|
11
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
0.5
|
|
|
1
|
|
||||||
Impact of Venezuela deconsolidation
|
|
|
|
|
|
|
—
|
|
|
14
|
|
||||||
Organic revenue growth
(a)
|
|
|
|
|
|
|
5
|
|
(b)
|
9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit/(loss)
|
$
|
908
|
|
|
$
|
887
|
|
|
$
|
(206
|
)
|
|
2
|
|
|
n/m
|
|
Restructuring and impairment charges
|
63
|
|
|
27
|
|
|
36
|
|
|
|
|
|
|||||
Venezuela impairment charges
|
—
|
|
|
—
|
|
|
1,359
|
|
|
|
|
|
|||||
Operating profit excluding above items
(a)
|
$
|
971
|
|
|
$
|
914
|
|
|
$
|
1,189
|
|
|
6
|
|
|
(23
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
|
14
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
7
|
|
|
(9
|
)
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|||
Net revenue
|
$
|
11,050
|
|
|
$
|
10,216
|
|
|
$
|
10,510
|
|
|
8
|
|
|
(3
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
(3
|
)
|
|
7
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Organic revenue growth
(a)
|
|
|
|
|
|
|
6
|
|
(b)
|
4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
1,354
|
|
|
$
|
1,108
|
|
|
$
|
1,081
|
|
|
22
|
|
|
2.5
|
|
Restructuring and impairment charges
|
53
|
|
|
60
|
|
|
89
|
|
|
|
|
|
|||||
Operating profit excluding above item
(a)
|
$
|
1,407
|
|
|
$
|
1,168
|
|
|
$
|
1,170
|
|
|
20
|
|
|
—
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
6
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(a)
|
|
|
|
|
|
|
20
|
|
|
6
|
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
|||
Net revenue
|
$
|
6,030
|
|
|
$
|
6,338
|
|
|
$
|
6,375
|
|
|
(5
|
)
|
|
(1
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
10
|
|
|
5
|
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Organic revenue growth
(a)
|
|
|
|
|
|
|
5
|
|
|
5
|
|
(b)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
1,073
|
|
|
$
|
619
|
|
|
$
|
941
|
|
|
73
|
|
|
(34
|
)
|
|
Restructuring and impairment charges
|
(3
|
)
|
|
14
|
|
|
30
|
|
|
|
|
|
|
|||||
Charges related to the transaction with Tingyi
|
—
|
|
|
373
|
|
|
73
|
|
|
|
|
|
|
|||||
Operating profit excluding above items
(a)
|
$
|
1,070
|
|
|
$
|
1,006
|
|
|
$
|
1,044
|
|
|
6
|
|
|
(4
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
8
|
|
|
2
|
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
15
|
|
(b)
|
(1.5
|
)
|
(b)
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
Does not sum due to rounding.
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net cash provided by operating activities
|
$
|
9,994
|
|
|
$
|
10,673
|
|
|
$
|
10,864
|
|
Net cash used for investing activities
|
$
|
(4,403
|
)
|
|
$
|
(7,148
|
)
|
|
$
|
(3,569
|
)
|
Net cash used for financing activities
|
$
|
(4,186
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
(4,112
|
)
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|||
Net cash provided by operating activities
|
$
|
9,994
|
|
|
$
|
10,673
|
|
|
$
|
10,864
|
|
|
(6
|
)
|
|
(2
|
)
|
Capital spending
|
(2,969
|
)
|
|
(3,040
|
)
|
|
(2,758
|
)
|
|
|
|
|
|||||
Sales of property, plant and equipment
|
180
|
|
|
99
|
|
|
86
|
|
|
|
|
|
|||||
Free cash flow
(a)
|
$
|
7,205
|
|
|
$
|
7,732
|
|
|
$
|
8,192
|
|
|
(7
|
)
|
|
(6
|
)
|
(a)
|
See “Non-GAAP Measures.” In addition, when evaluating free cash flow, we also consider the following items impacting comparability:
$6 million
and
$459 million
in discretionary pension contributions and associated net cash tax benefits of $1 million and $151 million in 2017 and 2016, respectively;
$113 million
,
$125 million
and
$214 million
of payments related to restructuring charges and associated net cash tax benefits of $30 million, $22 million and $51 million in 2017, 2016 and 2015, respectively; net cash received related to interest rate swaps of $5 million in 2016; net cash tax benefit related to debt redemption charge of $83 million in 2016; and $88 million in pension-related settlements and associated net cash tax benefits of $31 million in 2015. We will also consider payments related to the provisional transition tax liability of approximately $4 billion, which we currently expect to be paid over the period 2019 to 2026 under the provisions of the TCJ Act, as an item impacting comparability.
|
|
Payments Due by Period
(a)
|
||||||||||||||||||
|
Total
|
|
|
2018
|
|
|
2019 –
2020
|
|
|
2021 –
2022
|
|
|
2023 and
beyond
|
|
|||||
Long-term debt obligations
(b)
|
$
|
33,793
|
|
|
$
|
—
|
|
|
$
|
7,803
|
|
|
$
|
7,209
|
|
|
$
|
18,781
|
|
Interest on debt obligations
(c)
|
13,371
|
|
|
1,114
|
|
|
1,966
|
|
|
1,637
|
|
|
8,654
|
|
|||||
Operating leases
(d)
|
1,894
|
|
|
452
|
|
|
700
|
|
|
375
|
|
|
367
|
|
|||||
Purchasing commitments
(e)
|
2,910
|
|
|
1,076
|
|
|
1,394
|
|
|
342
|
|
|
98
|
|
|||||
Marketing commitments
(e)
|
1,886
|
|
|
410
|
|
|
794
|
|
|
480
|
|
|
202
|
|
|||||
|
$
|
53,854
|
|
|
$
|
3,052
|
|
|
$
|
12,657
|
|
|
$
|
10,043
|
|
|
$
|
28,102
|
|
(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. However, under the provisions of the TCJ Act, our provisional transition tax liability of approximately $4 billion, recorded in other liabilities on our balance sheet, must be paid over eight years. We expect to pay approximately $0.3 billion per year in 2019-2023, $0.6 billion in 2024, $0.9 billion in 2025 and $1.0 billion in 2026 and these amounts are excluded from the table above.
|
(b)
|
Excludes
$4,020 million
related to current maturities of debt,
$3 million
related to the fair value adjustments for debt acquired in acquisitions and interest rate swaps and payments of
$155 million
related to unamortized net discount.
|
(c)
|
Interest payments on floating-rate debt are estimated using interest rates effective as of
December 30, 2017
.
|
(d)
|
See Note 13 to our consolidated financial statements for additional information on operating leases.
|
(e)
|
Primarily reflects non-cancelable commitments as of
December 30, 2017
.
|
|
2017
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|||
Net income attributable to PepsiCo
|
$
|
4,857
|
|
(a)
|
|
$
|
6,329
|
|
|
$
|
5,452
|
|
(b)
|
|
Interest expense
|
1,151
|
|
|
|
1,342
|
|
|
970
|
|
|
|
|||
Tax on interest expense
|
(415
|
)
|
|
|
(483
|
)
|
|
(349
|
)
|
|
|
|||
|
$
|
5,593
|
|
|
|
$
|
7,188
|
|
|
$
|
6,073
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average debt obligations
(c)
|
$
|
38,707
|
|
|
|
$
|
35,308
|
|
|
$
|
31,169
|
|
|
|
Average common shareholders’ equity
(d)
|
12,004
|
|
|
|
11,943
|
|
|
15,147
|
|
|
|
|||
Average invested capital
|
$
|
50,711
|
|
|
|
$
|
47,251
|
|
|
$
|
46,316
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Return on invested capital
|
11.0
|
|
%
|
(a)
|
15.2
|
|
%
|
13.1
|
|
%
|
(b)
|
(a)
|
Includes the provisional impact of the TCJ Act enacted in 2017. See Note 5 to our consolidated financial statements for additional information.
|
(b)
|
Reflects the impact of the Venezuela impairment charges in 2015.
|
(c)
|
Average debt obligations includes a quarterly average of short-term and long-term debt obligations.
|
(d)
|
Average common shareholders’ equity includes a quarterly average of common stock, capital in excess of par value, retained earnings, accumulated other comprehensive loss and repurchased common stock.
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
ROIC
|
11.0
|
|
%
|
15.2
|
|
%
|
13.1
|
|
%
|
Impact of:
|
|
|
|
|
|
|
|||
Average cash, cash equivalents and short-term investments
|
7.6
|
|
|
6.0
|
|
|
4.1
|
|
|
Interest income
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
Tax on interest income
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
Commodity mark-to-market net impact
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
Restructuring and impairment charges
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|
Provisional net tax expense related to the TCJ Act
|
4.5
|
|
|
—
|
|
|
—
|
|
|
Charges related to the transaction with Tingyi
|
(0.1
|
)
|
|
0.6
|
|
|
0.1
|
|
|
Pension-related settlement charge/(benefits)
|
—
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
Venezuela impairment charges
|
(0.2
|
)
|
|
(0.5
|
)
|
|
2.7
|
|
|
Tax benefits
|
0.1
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
Net ROIC, excluding items affecting comparability
|
22.9
|
|
%
|
21.5
|
|
%
|
19.6
|
|
%
|
•
|
revenue recognition;
|
•
|
goodwill and other intangible assets;
|
•
|
income tax expense and accruals; and
|
•
|
pension and retiree medical plans.
|
•
|
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;
|
•
|
for retiree medical expense, health care cost trend rates; and
|
•
|
for pension and retiree medical expense, the spot rates along the yield curve used to determine the present value of liabilities and, beginning in 2016, to determine service and interest costs.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Pension
|
|
|
|
|
|
|||
Service cost discount rate
|
3.7
|
%
|
|
4.3
|
%
|
|
4.5
|
%
|
Interest cost discount rate
|
3.2
|
%
|
|
3.5
|
%
|
|
3.8
|
%
|
Expected rate of return on plan assets
(a)
|
6.9
|
%
|
|
7.2
|
%
|
|
7.2
|
%
|
Expected rate of salary increases
|
3.2
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
Retiree medical
|
|
|
|
|
|
|||
Service cost discount rate
|
3.6
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
Interest cost discount rate
|
3.0
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
Expected rate of return on plan assets
(a)
|
6.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
Current health care cost trend rate
|
5.8
|
%
|
|
5.9
|
%
|
|
6.0
|
%
|
(a)
|
Expected rate of return on plan assets in 2018 reflects a $1.4 billion contribution to Plan A in the United States that we intend to invest in fixed income securities, as well as our 2018 target investment allocations disclosed in Note 7 to our consolidated financial statements.
|
Assumption
|
|
Amount
|
Discount rates used in the calculation of expense
|
|
$47
|
Expected rate of return
|
|
$42
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net Revenue
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
63,056
|
|
Cost of sales
|
28,785
|
|
|
28,209
|
|
|
28,731
|
|
|||
Gross profit
|
34,740
|
|
|
34,590
|
|
|
34,325
|
|
|||
Selling, general and administrative expenses
|
24,231
|
|
|
24,805
|
|
|
24,613
|
|
|||
Venezuela impairment charges
|
—
|
|
|
—
|
|
|
1,359
|
|
|||
Operating Profit
|
10,509
|
|
|
9,785
|
|
|
8,353
|
|
|||
Interest expense
|
(1,151
|
)
|
|
(1,342
|
)
|
|
(970
|
)
|
|||
Interest income and other
|
244
|
|
|
110
|
|
|
59
|
|
|||
Income before income taxes
|
9,602
|
|
|
8,553
|
|
|
7,442
|
|
|||
Provision for income taxes (See Note 5)
|
4,694
|
|
|
2,174
|
|
|
1,941
|
|
|||
Net income
|
4,908
|
|
|
6,379
|
|
|
5,501
|
|
|||
Less: Net income attributable to noncontrolling interests
|
51
|
|
|
50
|
|
|
49
|
|
|||
Net Income Attributable to PepsiCo
|
$
|
4,857
|
|
|
$
|
6,329
|
|
|
$
|
5,452
|
|
Net Income Attributable to PepsiCo per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
3.40
|
|
|
$
|
4.39
|
|
|
$
|
3.71
|
|
Diluted
|
$
|
3.38
|
|
|
$
|
4.36
|
|
|
$
|
3.67
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
1,425
|
|
|
1,439
|
|
|
1,469
|
|
|||
Diluted
|
1,438
|
|
|
1,452
|
|
|
1,485
|
|
|||
Cash dividends declared per common share
|
$
|
3.1675
|
|
|
$
|
2.96
|
|
|
$
|
2.7625
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Net income
|
$
|
4,908
|
|
|
$
|
6,379
|
|
|
$
|
5,501
|
|
Other comprehensive income/(loss), net of taxes:
|
|
|
|
|
|
||||||
Net currency translation adjustment
|
1,109
|
|
|
(302
|
)
|
|
(2,827
|
)
|
|||
Net change on cash flow hedges
|
(36
|
)
|
|
46
|
|
|
3
|
|
|||
Net pension and retiree medical adjustments
|
(159
|
)
|
|
(316
|
)
|
|
171
|
|
|||
Net change on securities
|
(68
|
)
|
|
(24
|
)
|
|
1
|
|
|||
Other
|
16
|
|
|
—
|
|
|
—
|
|
|||
|
862
|
|
|
(596
|
)
|
|
(2,652
|
)
|
|||
Comprehensive income
|
5,770
|
|
|
5,783
|
|
|
2,849
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(51
|
)
|
|
(54
|
)
|
|
(47
|
)
|
|||
Comprehensive Income Attributable to PepsiCo
|
$
|
5,719
|
|
|
$
|
5,729
|
|
|
$
|
2,802
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
4,908
|
|
|
$
|
6,379
|
|
|
$
|
5,501
|
|
Depreciation and amortization
|
2,369
|
|
|
2,368
|
|
|
2,416
|
|
|||
Share-based compensation expense
|
292
|
|
|
284
|
|
|
295
|
|
|||
Restructuring and impairment charges
|
295
|
|
|
160
|
|
|
230
|
|
|||
Cash payments for restructuring charges
|
(113
|
)
|
|
(125
|
)
|
|
(208
|
)
|
|||
Charges related to the transaction with Tingyi
|
—
|
|
|
373
|
|
|
73
|
|
|||
Venezuela impairment charges
|
—
|
|
|
—
|
|
|
1,359
|
|
|||
Pension and retiree medical plan expenses
|
221
|
|
|
501
|
|
|
467
|
|
|||
Pension and retiree medical plan contributions
|
(220
|
)
|
|
(695
|
)
|
|
(205
|
)
|
|||
Deferred income taxes and other tax charges and credits
|
619
|
|
|
452
|
|
|
78
|
|
|||
Provisional net tax expense related to the TCJ Act
|
2,451
|
|
|
—
|
|
|
—
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(202
|
)
|
|
(349
|
)
|
|
(461
|
)
|
|||
Inventories
|
(168
|
)
|
|
(75
|
)
|
|
(244
|
)
|
|||
Prepaid expenses and other current assets
|
20
|
|
|
10
|
|
|
(50
|
)
|
|||
Accounts payable and other current liabilities
|
201
|
|
|
997
|
|
|
1,692
|
|
|||
Income taxes payable
|
(338
|
)
|
|
329
|
|
|
55
|
|
|||
Other, net
|
(341
|
)
|
|
64
|
|
|
(134
|
)
|
|||
Net Cash Provided by Operating Activities
|
9,994
|
|
|
10,673
|
|
|
10,864
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital spending
|
(2,969
|
)
|
|
(3,040
|
)
|
|
(2,758
|
)
|
|||
Sales of property, plant and equipment
|
180
|
|
|
99
|
|
|
86
|
|
|||
Acquisitions and investments in noncontrolled affiliates
|
(61
|
)
|
|
(212
|
)
|
|
(86
|
)
|
|||
Reduction of cash due to Venezuela deconsolidation
|
—
|
|
|
—
|
|
|
(568
|
)
|
|||
Divestitures
|
267
|
|
|
85
|
|
|
76
|
|
|||
Short-term investments, by original maturity:
|
|
|
|
|
|
||||||
More than three months - purchases
|
(18,385
|
)
|
|
(12,504
|
)
|
|
(4,428
|
)
|
|||
More than three months - maturities
|
15,744
|
|
|
8,399
|
|
|
4,111
|
|
|||
More than three months - sales
|
790
|
|
|
—
|
|
|
—
|
|
|||
Three months or less, net
|
2
|
|
|
16
|
|
|
3
|
|
|||
Other investing, net
|
29
|
|
|
9
|
|
|
(5
|
)
|
|||
Net Cash Used for Investing Activities
|
(4,403
|
)
|
|
(7,148
|
)
|
|
(3,569
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuances of long-term debt
|
7,509
|
|
|
7,818
|
|
|
8,702
|
|
|||
Payments of long-term debt
|
(4,406
|
)
|
|
(3,105
|
)
|
|
(4,095
|
)
|
|||
Debt redemptions
|
—
|
|
|
(2,504
|
)
|
|
—
|
|
|||
Short-term borrowings, by original maturity:
|
|
|
|
|
|
||||||
More than three months - proceeds
|
91
|
|
|
59
|
|
|
15
|
|
|||
More than three months - payments
|
(128
|
)
|
|
(27
|
)
|
|
(43
|
)
|
|||
Three months or less, net
|
(1,016
|
)
|
|
1,505
|
|
|
53
|
|
|||
Cash dividends paid
|
(4,472
|
)
|
|
(4,227
|
)
|
|
(4,040
|
)
|
|||
Share repurchases - common
|
(2,000
|
)
|
|
(3,000
|
)
|
|
(5,000
|
)
|
|||
Share repurchases - preferred
|
(5
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|||
Proceeds from exercises of stock options
|
462
|
|
|
465
|
|
|
504
|
|
|||
Withholding tax payments on RSUs, PSUs and PEPunits converted
|
(145
|
)
|
|
(130
|
)
|
|
(151
|
)
|
|||
Other financing
|
(76
|
)
|
|
(58
|
)
|
|
(52
|
)
|
|||
Net Cash Used for Financing Activities
|
(4,186
|
)
|
|
(3,211
|
)
|
|
(4,112
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
47
|
|
|
(252
|
)
|
|
(221
|
)
|
|||
Net Increase in Cash and Cash Equivalents
|
1,452
|
|
|
62
|
|
|
2,962
|
|
|||
Cash and Cash Equivalents, Beginning of Year
|
9,158
|
|
|
9,096
|
|
|
6,134
|
|
|||
Cash and Cash Equivalents, End of Year
|
$
|
10,610
|
|
|
$
|
9,158
|
|
|
$
|
9,096
|
|
|
2017
|
|
|
2016
|
|
||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,610
|
|
|
$
|
9,158
|
|
Short-term investments
|
8,900
|
|
|
6,967
|
|
||
Accounts and notes receivable, net
|
7,024
|
|
|
6,694
|
|
||
Inventories
|
2,947
|
|
|
2,723
|
|
||
Prepaid expenses and other current assets
|
1,546
|
|
|
908
|
|
||
Total Current Assets
|
31,027
|
|
|
26,450
|
|
||
Property, Plant and Equipment, net
|
17,240
|
|
|
16,591
|
|
||
Amortizable Intangible Assets, net
|
1,268
|
|
|
1,237
|
|
||
Goodwill
|
14,744
|
|
|
14,430
|
|
||
Other nonamortizable intangible assets
|
12,570
|
|
|
12,196
|
|
||
Nonamortizable Intangible Assets
|
27,314
|
|
|
26,626
|
|
||
Investments in Noncontrolled Affiliates
|
2,042
|
|
|
1,950
|
|
||
Other Assets
|
913
|
|
|
636
|
|
||
Total Assets
|
$
|
79,804
|
|
|
$
|
73,490
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt obligations
|
$
|
5,485
|
|
|
$
|
6,892
|
|
Accounts payable and other current liabilities
|
15,017
|
|
|
14,243
|
|
||
Total Current Liabilities
|
20,502
|
|
|
21,135
|
|
||
Long-Term Debt Obligations
|
33,796
|
|
|
30,053
|
|
||
Other Liabilities
|
11,283
|
|
|
6,669
|
|
||
Deferred Income Taxes
|
3,242
|
|
|
4,434
|
|
||
Total Liabilities
|
68,823
|
|
|
62,291
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Preferred Stock, no par value
|
41
|
|
|
41
|
|
||
Repurchased Preferred Stock
|
(197
|
)
|
|
(192
|
)
|
||
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: 1,420 and 1,428 shares, respectively) |
24
|
|
|
24
|
|
||
Capital in excess of par value
|
3,996
|
|
|
4,091
|
|
||
Retained earnings
|
52,839
|
|
|
52,518
|
|
||
Accumulated other comprehensive loss
|
(13,057
|
)
|
|
(13,919
|
)
|
||
Repurchased common stock, in excess of par value (446 and 438 shares, respectively)
|
(32,757
|
)
|
|
(31,468
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
11,045
|
|
|
11,246
|
|
||
Noncontrolling interests
|
92
|
|
|
104
|
|
||
Total Equity
|
10,981
|
|
|
11,199
|
|
||
Total Liabilities and Equity
|
$
|
79,804
|
|
|
$
|
73,490
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
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
|
)
|
|
(192
|
)
|
|
(0.7
|
)
|
|
(186
|
)
|
|
(0.7
|
)
|
|
(181
|
)
|
|||
Redemptions
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Balance, end of year
|
(0.7
|
)
|
|
(197
|
)
|
|
(0.7
|
)
|
|
(192
|
)
|
|
(0.7
|
)
|
|
(186
|
)
|
|||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
1,428
|
|
|
24
|
|
|
1,448
|
|
|
24
|
|
|
1,488
|
|
|
25
|
|
|||
Change in repurchased common stock
|
(8
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(40
|
)
|
|
(1
|
)
|
|||
Balance, end of year
|
1,420
|
|
|
24
|
|
|
1,428
|
|
|
24
|
|
|
1,448
|
|
|
24
|
|
|||
Capital in Excess of Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
4,091
|
|
|
|
|
4,076
|
|
|
|
|
4,115
|
|
||||||
Share-based compensation expense
|
|
|
290
|
|
|
|
|
289
|
|
|
|
|
299
|
|
||||||
Stock option exercises, RSUs, PSUs and PEPunits converted
(a)
|
|
|
(236
|
)
|
|
|
|
(138
|
)
|
|
|
|
(182
|
)
|
||||||
Withholding tax on RSUs, PSUs and PEPunits converted
|
|
|
(145
|
)
|
|
|
|
(130
|
)
|
|
|
|
(151
|
)
|
||||||
Other
|
|
|
(4
|
)
|
|
|
|
(6
|
)
|
|
|
|
(5
|
)
|
||||||
Balance, end of year
|
|
|
3,996
|
|
|
|
|
4,091
|
|
|
|
|
4,076
|
|
||||||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
52,518
|
|
|
|
|
50,472
|
|
|
|
|
49,092
|
|
||||||
Net income attributable to PepsiCo
|
|
|
4,857
|
|
|
|
|
6,329
|
|
|
|
|
5,452
|
|
||||||
Cash dividends declared - common
|
|
|
(4,536
|
)
|
|
|
|
(4,282
|
)
|
|
|
|
(4,071
|
)
|
||||||
Cash dividends declared - preferred
|
|
|
—
|
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
||||||
Balance, end of year
|
|
|
52,839
|
|
|
|
|
52,518
|
|
|
|
|
50,472
|
|
||||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
(13,919
|
)
|
|
|
|
(13,319
|
)
|
|
|
|
(10,669
|
)
|
||||||
Other comprehensive income/(loss) attributable to PepsiCo
|
|
|
862
|
|
|
|
|
(600
|
)
|
|
|
|
(2,650
|
)
|
||||||
Balance, end of year
|
|
|
(13,057
|
)
|
|
|
|
(13,919
|
)
|
|
|
|
(13,319
|
)
|
||||||
Repurchased Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
(438
|
)
|
|
(31,468
|
)
|
|
(418
|
)
|
|
(29,185
|
)
|
|
(378
|
)
|
|
(24,985
|
)
|
|||
Share repurchases
|
(18
|
)
|
|
(2,000
|
)
|
|
(29
|
)
|
|
(3,000
|
)
|
|
(52
|
)
|
|
(4,999
|
)
|
|||
Stock option exercises, RSUs, PSUs and PEPunits converted
|
10
|
|
|
708
|
|
|
9
|
|
|
712
|
|
|
12
|
|
|
794
|
|
|||
Other
|
—
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Balance, end of year
|
(446
|
)
|
|
(32,757
|
)
|
|
(438
|
)
|
|
(31,468
|
)
|
|
(418
|
)
|
|
(29,185
|
)
|
|||
Total PepsiCo Common Shareholders’ Equity
|
|
|
11,045
|
|
|
|
|
11,246
|
|
|
|
|
12,068
|
|
||||||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
104
|
|
|
|
|
107
|
|
|
|
|
110
|
|
||||||
Net income attributable to noncontrolling interests
|
|
|
51
|
|
|
|
|
50
|
|
|
|
|
49
|
|
||||||
Distributions to noncontrolling interests
|
|
|
(62
|
)
|
|
|
|
(55
|
)
|
|
|
|
(48
|
)
|
||||||
Currency translation adjustment
|
|
|
—
|
|
|
|
|
4
|
|
|
|
|
(2
|
)
|
||||||
Other, net
|
|
|
(1
|
)
|
|
|
|
(2
|
)
|
|
|
|
(2
|
)
|
||||||
Balance, end of year
|
|
|
92
|
|
|
|
|
104
|
|
|
|
|
107
|
|
||||||
Total Equity
|
|
|
$
|
10,981
|
|
|
|
|
$
|
11,199
|
|
|
|
|
$
|
12,030
|
|
Quarter
|
|
United States 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 (17 weeks for 2016)
|
|
September, October, November and December
|
•
|
share-based compensation expense;
|
•
|
pension and retiree medical expense; and
|
•
|
derivatives.
|
|
Net Revenue
|
|
Operating Profit/(Loss)
(a)
|
||||||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||||
FLNA
|
$
|
15,798
|
|
|
$
|
15,549
|
|
|
$
|
14,782
|
|
|
$
|
4,823
|
|
|
$
|
4,659
|
|
|
$
|
4,304
|
|
QFNA
|
2,503
|
|
|
2,564
|
|
|
2,543
|
|
|
642
|
|
|
653
|
|
|
560
|
|
||||||
NAB
|
20,936
|
|
|
21,312
|
|
|
20,618
|
|
|
2,707
|
|
|
2,959
|
|
|
2,785
|
|
||||||
Latin America
|
7,208
|
|
|
6,820
|
|
|
8,228
|
|
|
908
|
|
|
887
|
|
|
(206
|
)
|
||||||
ESSA
|
11,050
|
|
|
10,216
|
|
|
10,510
|
|
|
1,354
|
|
|
1,108
|
|
|
1,081
|
|
||||||
AMENA
|
6,030
|
|
|
6,338
|
|
|
6,375
|
|
|
1,073
|
|
|
619
|
|
|
941
|
|
||||||
Total division
|
63,525
|
|
|
62,799
|
|
|
63,056
|
|
|
11,507
|
|
|
10,885
|
|
|
9,465
|
|
||||||
Corporate unallocated
|
—
|
|
|
—
|
|
|
—
|
|
|
(998
|
)
|
|
(1,100
|
)
|
|
(1,112
|
)
|
||||||
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
63,056
|
|
|
$
|
10,509
|
|
|
$
|
9,785
|
|
|
$
|
8,353
|
|
(a)
|
For further unaudited information on certain items that impacted our financial performance, see “Item 6. Selected Financial Data.”
|
|
Total Assets
|
|
Capital Spending
|
||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||||
FLNA
|
$
|
5,979
|
|
|
$
|
5,731
|
|
|
$
|
665
|
|
|
$
|
801
|
|
|
$
|
608
|
|
QFNA
|
804
|
|
|
811
|
|
|
44
|
|
|
41
|
|
|
40
|
|
|||||
NAB
|
28,592
|
|
|
28,172
|
|
|
904
|
|
|
769
|
|
|
695
|
|
|||||
Latin America
|
4,976
|
|
|
4,568
|
|
|
481
|
|
|
507
|
|
|
368
|
|
|||||
ESSA
|
13,556
|
|
|
12,302
|
|
|
481
|
|
|
439
|
|
|
404
|
|
|||||
AMENA
|
5,668
|
|
|
5,261
|
|
|
308
|
|
|
381
|
|
|
441
|
|
|||||
Total division
|
59,575
|
|
|
56,845
|
|
|
2,883
|
|
|
2,938
|
|
|
2,556
|
|
|||||
Corporate
(a)
|
20,229
|
|
|
16,645
|
|
|
86
|
|
|
102
|
|
|
202
|
|
|||||
|
$
|
79,804
|
|
|
$
|
73,490
|
|
|
$
|
2,969
|
|
|
$
|
3,040
|
|
|
$
|
2,758
|
|
(a)
|
Corporate assets consist principally of certain cash and cash equivalents, short-term investments, derivative instruments, property, plant and equipment and tax assets. In
2017
, the change in total Corporate assets was primarily due to an increase in short-term investments and cash and cash equivalents.
|
|
Amortization of
Intangible Assets |
|
Depreciation and
Other Amortization |
||||||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||||
FLNA
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
449
|
|
|
$
|
435
|
|
|
$
|
427
|
|
QFNA
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
50
|
|
|
51
|
|
||||||
NAB
|
31
|
|
|
37
|
|
|
38
|
|
|
780
|
|
|
809
|
|
|
813
|
|
||||||
Latin America
|
5
|
|
|
5
|
|
|
7
|
|
|
245
|
|
|
211
|
|
|
238
|
|
||||||
ESSA
|
22
|
|
|
18
|
|
|
20
|
|
|
329
|
|
|
321
|
|
|
353
|
|
||||||
AMENA
|
3
|
|
|
3
|
|
|
3
|
|
|
257
|
|
|
294
|
|
|
293
|
|
||||||
Total division
|
68
|
|
|
70
|
|
|
75
|
|
|
2,107
|
|
|
2,120
|
|
|
2,175
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
178
|
|
|
166
|
|
||||||
|
$
|
68
|
|
|
$
|
70
|
|
|
$
|
75
|
|
|
$
|
2,301
|
|
|
$
|
2,298
|
|
|
$
|
2,341
|
|
|
Net Revenue
|
|
Long-Lived Assets
(a)
|
||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|||||
United States
|
$
|
36,546
|
|
|
$
|
36,732
|
|
|
$
|
35,266
|
|
|
$
|
28,418
|
|
|
$
|
28,382
|
|
Mexico
|
3,650
|
|
|
3,431
|
|
|
3,687
|
|
|
1,205
|
|
|
998
|
|
|||||
Russia
(b)
|
3,232
|
|
|
2,648
|
|
|
2,797
|
|
|
4,708
|
|
|
4,373
|
|
|||||
Canada
|
2,691
|
|
|
2,692
|
|
|
2,677
|
|
|
2,739
|
|
|
2,499
|
|
|||||
United Kingdom
|
1,650
|
|
|
1,737
|
|
|
1,966
|
|
|
817
|
|
|
852
|
|
|||||
Brazil
|
1,427
|
|
|
1,305
|
|
|
1,289
|
|
|
777
|
|
|
796
|
|
|||||
All other countries
|
14,329
|
|
|
14,254
|
|
|
15,374
|
|
|
9,200
|
|
|
8,504
|
|
|||||
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
63,056
|
|
|
$
|
47,864
|
|
|
$
|
46,404
|
|
(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 2017 primarily reflects appreciation of the Russian ruble.
|
•
|
media and personal service prepayments;
|
•
|
promotional materials in inventory; and
|
•
|
production costs of future media advertising.
|
•
|
Basis of Presentation
– Note 1 - Basis of Presentation for a description of our policies regarding use of estimates, basis of presentation and consolidation.
|
•
|
Property, Plant and Equipment
– 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 9, and for additional unaudited information, see “Our Business Risks” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Inventories
– Note 13. Inventories are valued at the lower of cost or net realizable value. 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.
|
•
|
Income tax effects of vested or settled awards were recognized in the provision for income taxes on our income statement on a prospective basis. Previously, these tax effects were recorded on our equity statement in capital in excess of par value. For the year ended December 30, 2017, our excess tax benefits were
$115 million
, resulting in a
$0.08
increase to diluted net income attributable to PepsiCo per common share. For the years ended December 31, 2016 and December 26, 2015, our excess tax benefits recognized were
$110 million
and
$107 million
, respectively. If we had applied this standard in 2016 and 2015, there would have been a
$0.07
increase to diluted net income attributable to PepsiCo per common share for both years. The ongoing impact on our financial statements is dependent on the timing of when awards vest or are exercised, our tax rate and the intrinsic value when awards vest or are exercised.
|
•
|
Excess tax benefits are retrospectively presented within operating activities and withholding tax payments upon vesting of RSUs, PSUs and PEPunits are retrospectively presented within financing activities in the cash flow statement. The adoption resulted in an increase of
$295 million
,
$269 million
and
$284 million
in our operating cash flow with a corresponding decrease in our financing cash flow for the years ended December 30, 2017, December 31, 2016 and December 26, 2015, respectively.
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
2014 Productivity Plan
|
$
|
295
|
|
|
$
|
160
|
|
|
$
|
169
|
|
2012 Productivity Plan
|
—
|
|
|
—
|
|
|
61
|
|
|||
Total restructuring and impairment charges
|
295
|
|
|
160
|
|
|
230
|
|
|||
Other productivity initiatives
|
16
|
|
|
12
|
|
|
90
|
|
|||
Total restructuring and impairment charges and other productivity initiatives
|
$
|
311
|
|
|
$
|
172
|
|
|
$
|
320
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||||||||||||||||||||
|
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)
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
13
|
|
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
$
|
26
|
|
QFNA
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||||||
NAB
|
52
|
|
|
1
|
|
|
1
|
|
|
54
|
|
|
18
|
|
|
8
|
|
|
9
|
|
|
35
|
|
|
10
|
|
|
4
|
|
|
17
|
|
|
31
|
|
||||||||||||
Latin America
(a)
|
57
|
|
|
16
|
|
|
(10
|
)
|
|
63
|
|
|
29
|
|
|
—
|
|
|
(2
|
)
|
|
27
|
|
|
2
|
|
|
10
|
|
|
16
|
|
|
28
|
|
||||||||||||
ESSA
|
46
|
|
|
4
|
|
|
3
|
|
|
53
|
|
|
21
|
|
|
22
|
|
|
17
|
|
|
60
|
|
|
26
|
|
|
11
|
|
|
25
|
|
|
62
|
|
||||||||||||
AMENA
(b)
|
2
|
|
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
|
4
|
|
|
6
|
|
|
4
|
|
|
14
|
|
|
2
|
|
|
—
|
|
|
8
|
|
|
10
|
|
||||||||||||
Corporate
|
45
|
|
|
—
|
|
|
5
|
|
|
50
|
|
|
6
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
9
|
|
||||||||||||
|
$
|
280
|
|
|
$
|
21
|
|
|
$
|
(6
|
)
|
|
$
|
295
|
|
|
$
|
88
|
|
|
$
|
36
|
|
|
$
|
36
|
|
|
$
|
160
|
|
|
$
|
59
|
|
|
$
|
24
|
|
|
$
|
86
|
|
|
$
|
169
|
|
(a)
|
Income amounts represent adjustments for changes in estimates.
|
(b)
|
Income amount primarily reflects a gain on the sale of property, plant and equipment.
|
|
2014 Productivity Plan Costs to Date
|
||||||||||||||
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
FLNA
|
$
|
131
|
|
|
$
|
9
|
|
|
$
|
23
|
|
|
$
|
163
|
|
QFNA
|
26
|
|
|
—
|
|
|
6
|
|
|
32
|
|
||||
NAB
|
149
|
|
|
69
|
|
|
83
|
|
|
301
|
|
||||
Latin America
|
109
|
|
|
29
|
|
|
14
|
|
|
152
|
|
||||
ESSA
|
127
|
|
|
41
|
|
|
59
|
|
|
227
|
|
||||
AMENA
|
23
|
|
|
6
|
|
|
15
|
|
|
44
|
|
||||
Corporate
|
62
|
|
|
—
|
|
|
53
|
|
|
115
|
|
||||
|
$
|
627
|
|
|
$
|
154
|
|
|
$
|
253
|
|
|
$
|
1,034
|
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
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
|
|
||||
2016 restructuring charges
|
88
|
|
|
36
|
|
|
36
|
|
|
160
|
|
||||
Cash payments
|
(46
|
)
|
|
—
|
|
|
(49
|
)
|
|
(95
|
)
|
||||
Non-cash charges and translation
|
(15
|
)
|
|
(36
|
)
|
|
1
|
|
|
(50
|
)
|
||||
Liability as of December 31, 2016
|
88
|
|
|
—
|
|
|
8
|
|
|
96
|
|
||||
2017 restructuring charges
|
280
|
|
|
21
|
|
|
(6
|
)
|
|
295
|
|
||||
Cash payments
|
(91
|
)
|
|
—
|
|
|
(22
|
)
|
|
(113
|
)
|
||||
Non-cash charges and translation
|
(65
|
)
|
|
(21
|
)
|
|
34
|
|
|
(52
|
)
|
||||
Liability as of December 30, 2017
|
$
|
212
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
226
|
|
|
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
||||||||
FLNA
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
QFNA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
NAB
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Latin America
|
|
6
|
|
|
1
|
|
|
1
|
|
|
8
|
|
||||
ESSA
|
|
15
|
|
|
—
|
|
|
12
|
|
|
27
|
|
||||
AMENA
|
|
15
|
|
|
3
|
|
|
2
|
|
|
20
|
|
||||
Corporate
|
|
3
|
|
|
—
|
|
|
1
|
|
|
4
|
|
||||
|
|
$
|
39
|
|
|
$
|
4
|
|
|
$
|
18
|
|
|
$
|
61
|
|
|
2012 Productivity Plan Costs to Date
|
||||||||||||||
|
Severance and Other
Employee Costs |
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
FLNA
|
$
|
91
|
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
124
|
|
QFNA
|
18
|
|
|
—
|
|
|
10
|
|
|
28
|
|
||||
NAB
|
107
|
|
|
44
|
|
|
48
|
|
|
199
|
|
||||
Latin America
|
98
|
|
|
11
|
|
|
18
|
|
|
127
|
|
||||
ESSA
|
136
|
|
|
23
|
|
|
66
|
|
|
225
|
|
||||
AMENA
|
75
|
|
|
5
|
|
|
17
|
|
|
97
|
|
||||
Corporate
|
35
|
|
|
—
|
|
|
59
|
|
|
94
|
|
||||
|
$
|
560
|
|
|
$
|
91
|
|
|
$
|
243
|
|
|
$
|
894
|
|
|
Severance and Other
Employee Costs |
|
Asset Impairments
|
|
Other Costs
|
|
Total
|
||||||||
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
|
|
||||
Cash payments
|
(28
|
)
|
|
—
|
|
|
(2
|
)
|
|
(30
|
)
|
||||
Non-cash charges and translation
|
(7
|
)
|
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
||||
Liability as of December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Average
Useful Life (Years) |
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Property, plant and equipment, net
|
|
|
|
|
|
|
|
||||||
Land
|
|
|
$
|
1,148
|
|
|
$
|
1,153
|
|
|
|
||
Buildings and improvements
|
15 - 44
|
|
8,796
|
|
|
8,306
|
|
|
|
||||
Machinery and equipment, including fleet and software
|
5 - 15
|
|
27,018
|
|
|
25,277
|
|
|
|
||||
Construction in progress
|
|
|
2,144
|
|
|
2,082
|
|
|
|
||||
|
|
|
39,106
|
|
|
36,818
|
|
|
|
||||
Accumulated depreciation
|
|
|
(21,866
|
)
|
|
(20,227
|
)
|
|
|
||||
|
|
|
$
|
17,240
|
|
|
$
|
16,591
|
|
|
|
||
Depreciation expense
|
|
|
$
|
2,227
|
|
|
$
|
2,217
|
|
|
$
|
2,248
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
|
|||||||||||||||||||||
Amortizable intangible assets, net
|
Average
Useful Life (Years) |
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
|
||||||||||||||
Acquired franchise rights
|
56 – 60
|
|
$
|
858
|
|
|
$
|
(128
|
)
|
|
$
|
730
|
|
|
$
|
827
|
|
|
$
|
(108
|
)
|
|
$
|
719
|
|
|
|
||
Reacquired franchise rights
|
5 – 14
|
|
106
|
|
|
(104
|
)
|
|
2
|
|
|
106
|
|
|
(102
|
)
|
|
4
|
|
|
|
||||||||
Brands
|
20 – 40
|
|
1,322
|
|
|
(1,026
|
)
|
|
296
|
|
|
1,277
|
|
|
(977
|
)
|
|
300
|
|
|
|
||||||||
Other identifiable intangibles
|
10 – 24
|
|
521
|
|
|
(281
|
)
|
|
240
|
|
|
522
|
|
|
(308
|
)
|
|
214
|
|
|
|
||||||||
|
|
|
$
|
2,807
|
|
|
$
|
(1,539
|
)
|
|
$
|
1,268
|
|
|
$
|
2,732
|
|
|
$
|
(1,495
|
)
|
|
$
|
1,237
|
|
|
|
||
Amortization expense
|
|
|
|
|
|
|
$
|
68
|
|
|
|
|
|
|
$
|
70
|
|
|
$
|
75
|
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|||||
Five-year projected amortization
|
|
$
|
69
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
62
|
|
|
$
|
60
|
|
|
Balance,
Beginning 2016 |
|
Translation
and Other |
|
Balance,
End of 2016 |
|
Translation
and Other |
|
Balance,
End of 2017 |
||||||||||
FLNA
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
$
|
267
|
|
|
$
|
3
|
|
|
$
|
270
|
|
|
$
|
10
|
|
|
$
|
280
|
|
Brands
|
22
|
|
|
1
|
|
|
23
|
|
|
2
|
|
|
25
|
|
|||||
|
289
|
|
|
4
|
|
|
293
|
|
|
12
|
|
|
305
|
|
|||||
QFNA
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
175
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
|||||
NAB
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
(a)
|
9,754
|
|
|
89
|
|
|
9,843
|
|
|
11
|
|
|
9,854
|
|
|||||
Reacquired franchise rights
|
7,042
|
|
|
22
|
|
|
7,064
|
|
|
62
|
|
|
7,126
|
|
|||||
Acquired franchise rights
|
1,507
|
|
|
5
|
|
|
1,512
|
|
|
13
|
|
|
1,525
|
|
|||||
Brands
(a)
|
108
|
|
|
206
|
|
|
314
|
|
|
39
|
|
|
353
|
|
|||||
|
18,411
|
|
|
322
|
|
|
18,733
|
|
|
125
|
|
|
18,858
|
|
|||||
Latin America
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
521
|
|
|
32
|
|
|
553
|
|
|
2
|
|
|
555
|
|
|||||
Brands
|
137
|
|
|
13
|
|
|
150
|
|
|
(9
|
)
|
|
141
|
|
|||||
|
658
|
|
|
45
|
|
|
703
|
|
|
(7
|
)
|
|
696
|
|
|||||
ESSA
(b)
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
3,042
|
|
|
135
|
|
|
3,177
|
|
|
275
|
|
|
3,452
|
|
|||||
Reacquired franchise rights
|
488
|
|
|
—
|
|
|
488
|
|
|
61
|
|
|
549
|
|
|||||
Acquired franchise rights
|
190
|
|
|
(6
|
)
|
|
184
|
|
|
11
|
|
|
195
|
|
|||||
Brands
|
2,212
|
|
|
146
|
|
|
2,358
|
|
|
187
|
|
|
2,545
|
|
|||||
|
5,932
|
|
|
275
|
|
|
6,207
|
|
|
534
|
|
|
6,741
|
|
|||||
AMENA
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
418
|
|
|
(6
|
)
|
|
412
|
|
|
16
|
|
|
428
|
|
|||||
Brands
|
105
|
|
|
(2
|
)
|
|
103
|
|
|
8
|
|
|
111
|
|
|||||
|
523
|
|
|
(8
|
)
|
|
515
|
|
|
24
|
|
|
539
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total goodwill
|
14,177
|
|
|
253
|
|
|
14,430
|
|
|
314
|
|
|
14,744
|
|
|||||
Total reacquired franchise rights
|
7,530
|
|
|
22
|
|
|
7,552
|
|
|
123
|
|
|
7,675
|
|
|||||
Total acquired franchise rights
|
1,697
|
|
|
(1
|
)
|
|
1,696
|
|
|
24
|
|
|
1,720
|
|
|||||
Total brands
|
2,584
|
|
|
364
|
|
|
2,948
|
|
|
227
|
|
|
3,175
|
|
|||||
|
$
|
25,988
|
|
|
$
|
638
|
|
|
$
|
26,626
|
|
|
$
|
688
|
|
|
$
|
27,314
|
|
(a)
|
The change in 2016 is primarily related to our acquisition of KeVita, Inc.
|
(b)
|
The change in 2017 primarily reflects the currency appreciation of the Russian ruble and euro. The change in 2016 primarily reflects the currency appreciation of the Russian ruble.
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
United States
|
|
$
|
3,452
|
|
|
$
|
2,630
|
|
|
$
|
2,879
|
|
Foreign
|
|
6,150
|
|
|
5,923
|
|
|
4,563
|
|
|||
|
|
$
|
9,602
|
|
|
$
|
8,553
|
|
|
$
|
7,442
|
|
|
||||||||||||
The provision for income taxes consisted of the following:
|
||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||
Current:
|
U.S. Federal
|
$
|
4,925
|
|
|
$
|
1,219
|
|
|
$
|
1,143
|
|
|
Foreign
|
724
|
|
|
824
|
|
|
773
|
|
|||
|
State
|
136
|
|
|
77
|
|
|
65
|
|
|||
|
|
5,785
|
|
|
2,120
|
|
|
1,981
|
|
|||
Deferred:
|
U.S. Federal
|
(1,159
|
)
|
|
109
|
|
|
(14
|
)
|
|||
|
Foreign
|
(9
|
)
|
|
(33
|
)
|
|
(32
|
)
|
|||
|
State
|
77
|
|
|
(22
|
)
|
|
6
|
|
|||
|
|
(1,091
|
)
|
|
54
|
|
|
(40
|
)
|
|||
|
|
$
|
4,694
|
|
|
$
|
2,174
|
|
|
$
|
1,941
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
U.S. Federal statutory tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State income tax, net of U.S. Federal tax benefit
|
0.9
|
|
|
0.4
|
|
|
0.6
|
|
|
Lower taxes on foreign results
|
(9.4
|
)
|
|
(8.0
|
)
|
|
(10.5
|
)
|
|
Impact of Venezuela impairment charges
|
—
|
|
|
—
|
|
|
6.4
|
|
|
Provisional one-time mandatory transition tax - TCJ Act
|
41.4
|
|
|
—
|
|
|
—
|
|
|
Provisional remeasurement of deferred taxes - TCJ Act
|
(15.9
|
)
|
|
—
|
|
|
—
|
|
|
Tax settlements
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
Other, net
|
(3.1
|
)
|
|
(2.0
|
)
|
|
(2.3
|
)
|
|
Annual tax rate
|
48.9
|
%
|
|
25.4
|
%
|
|
26.1
|
%
|
|
2017
|
|
|
2016
|
|
||
Debt guarantee of wholly-owned subsidiary
|
$
|
578
|
|
|
$
|
839
|
|
Property, plant and equipment
|
1,397
|
|
|
1,967
|
|
||
Intangible assets other than nondeductible goodwill
|
3,169
|
|
|
4,124
|
|
||
Other
|
50
|
|
|
245
|
|
||
Gross deferred tax liabilities
|
5,194
|
|
|
7,175
|
|
||
Deferred tax assets
|
|
|
|
||||
Net carryforwards
|
1,400
|
|
|
1,255
|
|
||
Share-based compensation
|
107
|
|
|
219
|
|
||
Retiree medical benefits
|
198
|
|
|
316
|
|
||
Other employee-related benefits
|
338
|
|
|
614
|
|
||
Pension benefits
|
22
|
|
|
419
|
|
||
Deductible state tax and interest benefits
|
157
|
|
|
189
|
|
||
Other
|
893
|
|
|
839
|
|
||
Gross deferred tax assets
|
3,115
|
|
|
3,851
|
|
||
Valuation allowances
|
(1,163
|
)
|
|
(1,110
|
)
|
||
Deferred tax assets, net
|
1,952
|
|
|
2,741
|
|
||
Net deferred tax liabilities
|
$
|
3,242
|
|
|
$
|
4,434
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Balance, beginning of year
|
$
|
1,110
|
|
|
$
|
1,136
|
|
|
$
|
1,230
|
|
Provision/(benefit)
|
33
|
|
|
13
|
|
|
(26
|
)
|
|||
Other additions/(deductions)
|
20
|
|
|
(39
|
)
|
|
(68
|
)
|
|||
Balance, end of year
|
$
|
1,163
|
|
|
$
|
1,110
|
|
|
$
|
1,136
|
|
Jurisdiction
|
|
Years Open to Audit
|
|
Years Currently Under Audit
|
United States
|
|
2012-2016
|
|
2012-2013
|
Mexico
|
|
2014-2016
|
|
2014
|
United Kingdom
|
|
2014-2016
|
|
None
|
Canada (Domestic)
|
|
2013-2016
|
|
2013-2014
|
Canada (International)
|
|
2010-2016
|
|
2010-2014
|
Russia
|
|
2012-2016
|
|
2012-2016
|
|
2017
|
|
|
2016
|
|
||
Balance, beginning of year
|
$
|
1,885
|
|
|
$
|
1,547
|
|
Additions for tax positions related to the current year
|
309
|
|
|
349
|
|
||
Additions for tax positions from prior years
|
86
|
|
|
139
|
|
||
Reductions for tax positions from prior years
|
(51
|
)
|
|
(70
|
)
|
||
Settlement payments
|
(4
|
)
|
|
(26
|
)
|
||
Statutes of limitations expiration
|
(33
|
)
|
|
(27
|
)
|
||
Translation and other
|
20
|
|
|
(27
|
)
|
||
Balance, end of year
|
$
|
2,212
|
|
|
$
|
1,885
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Share-based compensation expense - equity awards
|
$
|
292
|
|
|
$
|
284
|
|
|
$
|
295
|
|
Share-based compensation expense - liability awards
|
13
|
|
|
5
|
|
|
—
|
|
|||
Restructuring and impairment (credits)/charges
|
(2
|
)
|
|
5
|
|
|
4
|
|
|||
Total
|
$
|
303
|
|
|
$
|
294
|
|
|
$
|
299
|
|
Income tax benefits recognized in earnings related to share-based compensation
|
$
|
89
|
|
(a)
|
$
|
91
|
|
|
$
|
77
|
|
(a)
|
Reflects tax rates effective for the 2017 tax year.
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Expected life
|
5 years
|
|
|
6 years
|
|
|
7 years
|
|
Risk-free interest rate
|
2.0
|
%
|
|
1.4
|
%
|
|
1.8
|
%
|
Expected volatility
|
11
|
%
|
|
12
|
%
|
|
15
|
%
|
Expected dividend yield
|
2.7
|
%
|
|
2.7
|
%
|
|
2.7
|
%
|
|
Options
(a)
|
|
Weighted-Average Exercise
Price
|
|
Weighted-Average Contractual
Life Remaining
(years)
|
|
Aggregate Intrinsic
Value
(b)
|
|||||
Outstanding at December 31, 2016
|
25,190
|
|
|
$
|
69.88
|
|
|
|
|
|
||
Granted
|
1,481
|
|
|
$
|
110.15
|
|
|
|
|
|
||
Exercised
|
(7,136
|
)
|
|
$
|
65.31
|
|
|
|
|
|
||
Forfeited/expired
|
(522
|
)
|
|
$
|
88.36
|
|
|
|
|
|
||
Outstanding at December 30, 2017
|
19,013
|
|
|
$
|
74.23
|
|
|
4.22
|
|
$
|
868,750
|
|
Exercisable at December 30, 2017
|
14,589
|
|
|
$
|
65.60
|
|
|
3.02
|
|
$
|
792,560
|
|
Expected to vest as of December 30, 2017
|
3,994
|
|
|
$
|
102.50
|
|
|
8.15
|
|
$
|
69,578
|
|
(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.
|
|
RSUs/PSUs
(a)
|
|
Weighted-Average
Grant-Date Fair Value
|
|
Weighted-Average Contractual Life
Remaining (years)
|
|
Aggregate
Intrinsic
Value
(a)
|
|||||
Outstanding at December 31, 2016
|
8,237
|
|
|
$
|
91.81
|
|
|
|
|
|
||
Granted
(b)
|
2,824
|
|
|
$
|
109.92
|
|
|
|
|
|
||
Converted
|
(3,226
|
)
|
|
$
|
82.56
|
|
|
|
|
|
||
Forfeited
|
(608
|
)
|
|
$
|
100.17
|
|
|
|
|
|
||
Actual performance change
(c)
|
66
|
|
|
$
|
100.33
|
|
|
|
|
|
||
Outstanding at December 30, 2017
(d)
|
7,293
|
|
|
$
|
102.30
|
|
|
1.33
|
|
$
|
874,517
|
|
Expected to vest as of December 30, 2017
|
6,695
|
|
|
$
|
102.00
|
|
|
1.26
|
|
$
|
802,826
|
|
(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 30, 2017
, at the threshold, target and maximum award levels were
zero
,
0.9 million
and
1.5 million
, respectively.
|
|
PEPunits
(a)
|
|
Weighted-Average
Grant-Date Fair Value
|
|
Weighted-Average
Contractual Life Remaining
(years)
|
|
Aggregate
Intrinsic
Value
(a)
|
|||||
Outstanding at December 31, 2016
|
533
|
|
|
$
|
59.86
|
|
|
|
|
|
||
Converted
|
(363
|
)
|
|
$
|
49.11
|
|
|
|
|
|
||
Forfeited
|
(13
|
)
|
|
$
|
68.94
|
|
|
|
|
|
||
Actual performance change
(b)
|
91
|
|
|
$
|
50.74
|
|
|
|
|
|
||
Outstanding at December 30, 2017
(c)
|
248
|
|
|
$
|
68.94
|
|
|
0.17
|
|
$
|
29,734
|
|
Expected to vest as of December 30, 2017
|
234
|
|
|
$
|
68.94
|
|
|
0.17
|
|
$
|
28,034
|
|
(a)
|
In thousands.
|
(b)
|
Reflects the net number of PEPunits above and below target levels based on actual performance measured at the end of the performance period.
|
(c)
|
The outstanding PEPunits for which the performance period has not ended as of
December 30, 2017
, at the threshold, target and maximum award levels were
zero
,
0.2 million
and
0.4 million
, respectively.
|
|
Long-Term Cash
Award
(a)
|
|
Balance Sheet Date Fair Value
(a)
|
|
Contractual Life Remaining
(years) |
||||
Outstanding at December 31, 2016
|
$
|
15,670
|
|
|
|
|
|
||
Granted
(b)
|
19,060
|
|
|
|
|
|
|||
Forfeited
|
(1,530
|
)
|
|
|
|
|
|||
Outstanding at December 30, 2017
(c)
|
$
|
33,200
|
|
|
$
|
32,592
|
|
|
1.73
|
Expected to vest as of December 30, 2017
|
$
|
29,590
|
|
|
$
|
29,092
|
|
|
1.71
|
(a)
|
In thousands.
|
(b)
|
Grant activity for all long-term cash awards are disclosed at target.
|
(c)
|
The outstanding long-term cash awards for which the performance period has not ended as of December 30, 2017, at the threshold, target and maximum award levels were
zero
,
$33.2
million and
$66.4
million, respectively.
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Stock Options
|
|
|
|
|
|
||||||
Total number of options granted
(a)
|
1,481
|
|
|
1,743
|
|
|
1,884
|
|
|||
Weighted-average grant-date fair value of options granted
|
$
|
8.25
|
|
|
$
|
6.94
|
|
|
$
|
10.80
|
|
Total intrinsic value of options exercised
(a)
|
$
|
327,860
|
|
|
$
|
290,131
|
|
|
$
|
366,188
|
|
Total grant-date fair value of options vested
(a)
|
$
|
23,122
|
|
|
$
|
18,840
|
|
|
$
|
21,837
|
|
RSUs/PSUs
|
|
|
|
|
|
||||||
Total number of RSUs/PSUs granted
(a)
|
2,824
|
|
|
3,054
|
|
|
2,759
|
|
|||
Weighted-average grant-date fair value of RSUs/PSUs granted
|
$
|
109.92
|
|
|
$
|
99.06
|
|
|
$
|
99.17
|
|
Total intrinsic value of RSUs/PSUs converted
(a)
|
$
|
380,269
|
|
|
$
|
359,401
|
|
|
$
|
375,510
|
|
Total grant-date fair value of RSUs/PSUs vested
(a)
|
$
|
264,923
|
|
|
$
|
257,648
|
|
|
$
|
257,831
|
|
PEPunits
|
|
|
|
|
|
||||||
Total number of PEPunits granted
(a)
|
—
|
|
|
—
|
|
|
300
|
|
|||
Weighted-average grant-date fair value of PEPunits granted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68.94
|
|
Total intrinsic value of PEPunits converted
(a)
|
$
|
39,782
|
|
|
$
|
38,558
|
|
|
$
|
37,705
|
|
Total grant-date fair value of PEPunits vested
(a)
|
$
|
18,833
|
|
|
$
|
16,572
|
|
|
$
|
22,286
|
|
(a)
|
In thousands.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
||||||
Change in projected benefit liability
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liability at beginning of year
|
$
|
13,192
|
|
|
$
|
13,033
|
|
|
$
|
3,124
|
|
|
$
|
2,872
|
|
|
$
|
1,208
|
|
|
$
|
1,300
|
|
Service cost
|
401
|
|
|
393
|
|
|
91
|
|
|
80
|
|
|
28
|
|
|
31
|
|
||||||
Interest cost
|
468
|
|
|
484
|
|
|
89
|
|
|
94
|
|
|
36
|
|
|
41
|
|
||||||
Plan amendments
|
10
|
|
|
18
|
|
|
2
|
|
|
—
|
|
|
(5
|
)
|
|
(15
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Experience loss/(gain)
|
1,529
|
|
|
614
|
|
|
5
|
|
|
560
|
|
|
21
|
|
|
(51
|
)
|
||||||
Benefit payments
|
(825
|
)
|
|
(347
|
)
|
|
(104
|
)
|
|
(83
|
)
|
|
(107
|
)
|
|
(100
|
)
|
||||||
Settlement/curtailment
|
(58
|
)
|
|
(1,014
|
)
|
|
(22
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
60
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||||
Other, including foreign currency adjustment
|
—
|
|
|
—
|
|
|
303
|
|
|
(383
|
)
|
|
4
|
|
|
1
|
|
||||||
Liability at end of year
|
$
|
14,777
|
|
|
$
|
13,192
|
|
|
$
|
3,490
|
|
|
$
|
3,124
|
|
|
$
|
1,187
|
|
|
$
|
1,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at beginning of year
|
$
|
11,458
|
|
|
$
|
11,397
|
|
|
$
|
2,894
|
|
|
$
|
2,823
|
|
|
$
|
320
|
|
|
$
|
354
|
|
Actual return on plan assets
|
1,935
|
|
|
880
|
|
|
288
|
|
|
409
|
|
|
52
|
|
|
30
|
|
||||||
Employer contributions/funding
|
60
|
|
|
541
|
|
|
104
|
|
|
118
|
|
|
56
|
|
|
36
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(825
|
)
|
|
(347
|
)
|
|
(104
|
)
|
|
(83
|
)
|
|
(107
|
)
|
|
(100
|
)
|
||||||
Settlement
|
(46
|
)
|
|
(1,013
|
)
|
|
(18
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, including foreign currency adjustment
|
—
|
|
|
—
|
|
|
294
|
|
|
(353
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value at end of year
|
$
|
12,582
|
|
|
$
|
11,458
|
|
|
$
|
3,460
|
|
|
$
|
2,894
|
|
|
$
|
321
|
|
|
$
|
320
|
|
Funded status
|
$
|
(2,195
|
)
|
|
$
|
(1,734
|
)
|
|
$
|
(30
|
)
|
|
$
|
(230
|
)
|
|
$
|
(866
|
)
|
|
$
|
(888
|
)
|
•
|
Service cost is the value of benefits earned by employees for working during the year.
|
•
|
Interest cost is the accrued interest on the projected benefit obligation due to the passage of time.
|
•
|
Expected return on plan assets is the long-term return we expect to earn on plan investments for our funded plans that will be used to settle future benefit obligations.
|
•
|
Amortization of prior service cost/(credit) represents the recognition in the income statement of benefit changes resulting from plan amendments.
|
•
|
Amortization of net loss/(gain) represents the recognition in the income statement of changes in the amount of plan assets and the projected benefit obligation based on changes in assumptions and actual experience.
|
•
|
Settlement/curtailment loss/(gain) represents the result of actions that effectively eliminate all or a portion of related projected benefit obligations. Settlements are triggered when payouts to settle the projected benefit obligation of a plan due to lump sums or other events exceed the annual service and interest cost. Settlements are recognized when actions are irrevocable and we are relieved of the primary responsibility and risk for projected benefit obligations. Curtailments are due to events such as plant closures or the sale of a business resulting in a reduction of future service or benefits. Curtailment losses are recognized when an event is probable and estimable, while curtailment gains are recognized when an event has occurred (when the related employees terminate or an amendment is adopted).
|
•
|
Special termination benefits are the additional benefits offered to employees upon departure due to actions such as restructuring.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||||||||
Components of benefit expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
401
|
|
|
$
|
393
|
|
|
$
|
435
|
|
|
$
|
91
|
|
|
$
|
80
|
|
|
$
|
99
|
|
|
$
|
28
|
|
|
$
|
31
|
|
|
$
|
35
|
|
Interest cost
|
468
|
|
|
484
|
|
|
546
|
|
|
89
|
|
|
94
|
|
|
115
|
|
|
36
|
|
|
41
|
|
|
52
|
|
|||||||||
Expected return on plan assets
|
(849
|
)
|
|
(834
|
)
|
|
(850
|
)
|
|
(176
|
)
|
|
(163
|
)
|
|
(174
|
)
|
|
(22
|
)
|
|
(24
|
)
|
|
(27
|
)
|
|||||||||
Amortization of prior service cost/(credit)
|
1
|
|
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(38
|
)
|
|
(39
|
)
|
|||||||||
Amortization of net loss/(gain)
|
123
|
|
|
168
|
|
|
205
|
|
|
53
|
|
|
40
|
|
|
71
|
|
|
(12
|
)
|
|
(1
|
)
|
|
2
|
|
|||||||||
|
144
|
|
|
210
|
|
|
333
|
|
|
57
|
|
|
51
|
|
|
111
|
|
|
5
|
|
|
9
|
|
|
23
|
|
|||||||||
Settlement/curtailment loss/(gain)
(a)
|
8
|
|
|
245
|
|
|
—
|
|
|
11
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||||||||
Special termination benefits
|
60
|
|
|
11
|
|
|
18
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|||||||||
Total
|
$
|
212
|
|
|
$
|
466
|
|
|
$
|
351
|
|
|
$
|
68
|
|
|
$
|
61
|
|
|
$
|
115
|
|
|
$
|
7
|
|
|
$
|
(4
|
)
|
|
$
|
24
|
|
(a)
|
U.S. includes a settlement charge of $
242 million
related to the group annuity contract purchase in 2016. 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/(gain)
|
$
|
179
|
|
|
$
|
46
|
|
|
$
|
(10
|
)
|
Prior service cost/(credit)
|
3
|
|
|
—
|
|
|
(20
|
)
|
|||
Total
|
$
|
182
|
|
|
$
|
46
|
|
|
$
|
(30
|
)
|
|
Pension
|
|
Retiree Medical
|
|||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
|
|
|||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
Weighted-average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liability discount rate
|
3.7
|
%
|
|
4.4
|
%
|
|
4.5
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|
4.0
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
Expense discount rate
(a)
|
n/a
|
|
|
n/a
|
|
|
4.2
|
%
|
|
n/a
|
|
|
n/a
|
|
|
3.8
|
%
|
|
n/a
|
|
|
n/a
|
|
|
3.8
|
%
|
Service cost discount rate
(a)
|
4.5
|
%
|
|
4.6
|
%
|
|
n/a
|
|
|
3.6
|
%
|
|
4.1
|
%
|
|
n/a
|
|
|
4.0
|
%
|
|
4.3
|
%
|
|
n/a
|
|
Interest cost discount rate
(a)
|
3.7
|
%
|
|
3.8
|
%
|
|
n/a
|
|
|
2.8
|
%
|
|
3.5
|
%
|
|
n/a
|
|
|
3.2
|
%
|
|
3.3
|
%
|
|
n/a
|
|
Expected return on plan assets
|
7.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
6.0
|
%
|
|
6.2
|
%
|
|
6.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
Liability rate of salary increases
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
|
|
|
|
|
|||
Expense rate of salary increases
|
3.1
|
%
|
|
3.1
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
|
|
|
|
|
(a)
|
Effective as of the beginning of 2016, we prospectively changed the method we use to estimate the service and interest cost components of pension and retiree medical expense. See additional unaudited information in “Our Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023 - 27
|
|
||||||
Pension
|
$
|
890
|
|
|
$
|
985
|
|
|
$
|
825
|
|
|
$
|
875
|
|
|
$
|
925
|
|
|
$
|
5,210
|
|
Retiree medical
(a)
|
$
|
120
|
|
|
$
|
120
|
|
|
$
|
110
|
|
|
$
|
110
|
|
|
$
|
105
|
|
|
$
|
455
|
|
(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 million
for each of the years from
2018
through
2022
and approximately
$6 million
in total for 2023 through 2027.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||||
Discretionary
(a)
|
$
|
6
|
|
|
$
|
459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-discretionary
|
158
|
|
|
200
|
|
|
162
|
|
|
56
|
|
|
36
|
|
|
43
|
|
||||||
Total
|
$
|
164
|
|
|
$
|
659
|
|
|
$
|
162
|
|
|
$
|
56
|
|
|
$
|
36
|
|
|
$
|
43
|
|
(a)
|
Includes $
452 million
in 2016 relating to the funding of the group annuity contract purchase from an unrelated insurance company.
|
|
2018
|
|
|
2017
|
|
Fixed income
|
47
|
%
|
|
40
|
%
|
U.S. equity
|
29
|
%
|
|
33
|
%
|
International equity
|
20
|
%
|
|
22
|
%
|
Real estate
|
4
|
%
|
|
5
|
%
|
|
2017
|
|
2016
|
||||||||||||||||
|
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, including preferred stock
(b)
|
$
|
6,904
|
|
|
$
|
6,896
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
6,489
|
|
Government securities
(c)
|
1,365
|
|
|
—
|
|
|
1,365
|
|
|
—
|
|
|
1,173
|
|
|||||
Corporate bonds
(c)
|
3,429
|
|
|
—
|
|
|
3,429
|
|
|
—
|
|
|
3,012
|
|
|||||
Mortgage-backed securities
(c)
|
217
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
187
|
|
|||||
Contracts with insurance companies
(d)
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
7
|
|
|||||
Cash and cash equivalents
|
236
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|||||
Sub-total U.S. plan assets
|
12,159
|
|
|
$
|
7,132
|
|
|
$
|
5,019
|
|
|
$
|
8
|
|
|
11,064
|
|
||
Real estate commingled funds measured at net asset value
(e)
|
675
|
|
|
|
|
|
|
|
|
651
|
|
||||||||
Dividends and interest receivable, net of payables
|
69
|
|
|
|
|
|
|
|
|
63
|
|
||||||||
Total U.S. plan assets
|
$
|
12,903
|
|
|
|
|
|
|
|
|
$
|
11,778
|
|
||||||
International plan assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
(b)
|
$
|
1,928
|
|
|
$
|
1,895
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
1,556
|
|
Government securities
(c)
|
492
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
432
|
|
|||||
Corporate bonds
(c)
|
493
|
|
|
—
|
|
|
493
|
|
|
—
|
|
|
453
|
|
|||||
Fixed income commingled funds
(f)
|
383
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|||||
Contracts with insurance companies
(d)
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
35
|
|
|||||
Cash and cash equivalents
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Sub-total international plan assets
|
3,351
|
|
|
$
|
2,297
|
|
|
$
|
1,018
|
|
|
$
|
36
|
|
|
2,804
|
|
||
Real estate commingled funds measured at net asset value
(e)
|
102
|
|
|
|
|
|
|
|
|
84
|
|
||||||||
Dividends and interest receivable
|
7
|
|
|
|
|
|
|
|
|
6
|
|
||||||||
Total international plan assets
|
$
|
3,460
|
|
|
|
|
|
|
|
|
$
|
2,894
|
|
(a)
|
2017
and
2016
amounts include
$321 million
and $
320 million
, respectively, of retiree medical plan assets that are restricted for purposes of providing health benefits for U.S. retirees and their beneficiaries.
|
(b)
|
The equity securities portfolio was invested in U.S. and international common stock and commingled funds, and the preferred stock portfolio in the U.S. was invested in domestic and international corporate preferred stock investments. The common stock is based on quoted prices in active markets. The U.S. commingled funds are based on fair values of the investments owned by these funds that are benchmarked against various U.S. large, mid-cap and small company indices, and includes one large-cap fund that represents
19%
of total U.S. plan assets for
2017
and
2016
. The international commingled funds are based on the fair values of the investments owned by these funds that track various non-U.S. equity indices. The preferred stock investments are based on quoted bid prices for comparable securities in the marketplace and broker/dealer quotes in active markets.
|
(c)
|
These investments are based on quoted bid prices for comparable securities in the marketplace and broker/dealer quotes in active markets. Corporate bonds of U.S.-based companies represent
23%
and
22%
of total U.S. plan assets for
2017
and
2016
, respectively.
|
(d)
|
Based on the fair value of the contracts as determined by the insurance companies using inputs that are not observable. The changes in Level 3 amounts were not significant in the years ended December 30, 2017 and December 31, 2016.
|
(e)
|
The real estate commingled funds include investments in limited partnerships. These funds are based on the net asset value of the appraised value of investments owned by these funds as determined by independent third parties using inputs that are not observable. The majority of the funds are redeemable quarterly subject to availability of cash and have notice periods ranging from
45
to
90
days.
|
(f)
|
Based on the fair value of the investments owned by these funds that track various government and corporate bond indices.
|
|
2018
|
|
2017
|
||
Average increase assumed
|
6
|
%
|
|
6
|
%
|
Ultimate projected increase
|
5
|
%
|
|
5
|
%
|
Year of ultimate projected increase
|
2039
|
|
|
2039
|
|
|
1% Increase
|
|
1% Decrease
|
||||
2017 service and interest cost components
|
$
|
3
|
|
|
$
|
(3
|
)
|
2017 benefit liability
|
$
|
39
|
|
|
$
|
(34
|
)
|
|
2017
(a)
|
|
|
2016
(a)
|
|
||
Short-term debt obligations
(b)
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
4,020
|
|
|
$
|
4,401
|
|
Commercial paper (1.3% and 0.6%)
|
1,385
|
|
|
2,257
|
|
||
Other borrowings (4.7% and 4.4%)
|
80
|
|
|
234
|
|
||
|
$
|
5,485
|
|
|
$
|
6,892
|
|
Long-term debt obligations
(b)
|
|
|
|
||||
Notes due 2017 (1.4%)
|
$
|
—
|
|
|
$
|
4,398
|
|
Notes due 2018 (2.4% and 2.3%)
|
4,016
|
|
|
2,561
|
|
||
Notes due 2019 (2.1% and 1.7%)
|
3,933
|
|
|
2,837
|
|
||
Notes due 2020 (3.1% and 2.6%)
|
3,792
|
|
|
3,816
|
|
||
Notes due 2021 (2.4% and 2.4%)
|
3,300
|
|
|
2,249
|
|
||
Notes due 2022 (2.6% and 2.8%)
|
3,853
|
|
|
2,655
|
|
||
Notes due 2023-2047 (3.7% and 3.8%)
|
18,891
|
|
|
15,903
|
|
||
Other, due 2017-2026 (1.3% and 1.4%)
|
31
|
|
|
35
|
|
||
|
37,816
|
|
|
34,454
|
|
||
Less: current maturities of long-term debt obligations
|
(4,020
|
)
|
|
(4,401
|
)
|
||
Total
|
$
|
33,796
|
|
|
$
|
30,053
|
|
(a)
|
Amounts are shown net of unamortized net discounts of
$155 million
and
$142 million
for 2017 and 2016, respectively.
|
(b)
|
The interest rates presented reflect weighted-average rates at year-end. Certain of our fixed rate indebtedness have been swapped to floating rates through the use of interest rate derivative instruments. See Note 9 for additional information regarding our interest rate derivative instruments.
|
Interest Rate
|
|
|
Maturity Date
|
|
Amount
(a)
|
|
|
|
Floating rate
|
|
|
May 2019
|
|
$
|
350
|
|
|
Floating rate
|
|
|
May 2022
|
|
$
|
400
|
|
|
1.550
|
%
|
|
May 2019
|
|
$
|
750
|
|
|
2.250
|
%
|
|
May 2022
|
|
$
|
750
|
|
|
4.000
|
%
|
|
May 2047
|
|
$
|
750
|
|
|
2.150
|
%
|
|
May 2024
|
|
C$
|
750
|
|
(b)
|
Floating rate
|
|
|
October 2018
|
|
$
|
1,500
|
|
|
2.000
|
%
|
|
April 2021
|
|
$
|
1,000
|
|
|
3.000
|
%
|
|
October 2027
|
|
$
|
1,500
|
|
|
(a)
|
Represents gross proceeds from issuances of long-term debt excluding debt issuance costs, discounts and premiums.
|
(b)
|
These notes, issued in Canadian dollars, were designated as a net investment hedge to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries.
|
•
|
commodity prices, affecting the cost of our raw materials and energy;
|
•
|
foreign exchange rates and currency restrictions; and
|
•
|
interest rates.
|
|
|
|
2017
|
|
2016
|
||||||||||||
|
Fair Value Hierarchy Levels
(a)
|
|
Assets
(a)
|
|
Liabilities
(a)
|
|
Assets
(a)
|
|
Liabilities
(a)
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
(b)
|
1
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
—
|
|
Debt securities
(c)
|
2
|
|
14,510
|
|
|
—
|
|
|
11,369
|
|
|
—
|
|
||||
|
|
|
$
|
14,510
|
|
|
$
|
—
|
|
|
$
|
11,451
|
|
|
$
|
—
|
|
Short-term investments
(d)
|
1
|
|
$
|
228
|
|
|
$
|
—
|
|
|
$
|
193
|
|
|
$
|
—
|
|
Prepaid forward contracts
(e)
|
2
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
Deferred compensation
(f)
|
2
|
|
$
|
—
|
|
|
$
|
503
|
|
|
$
|
—
|
|
|
$
|
472
|
|
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
(g)
|
2
|
|
$
|
24
|
|
|
$
|
130
|
|
|
$
|
66
|
|
|
$
|
71
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
(h)
|
2
|
|
$
|
15
|
|
|
$
|
31
|
|
|
$
|
51
|
|
|
$
|
8
|
|
Interest rate
(h)
|
2
|
|
—
|
|
|
213
|
|
|
—
|
|
|
408
|
|
||||
Commodity
(i)
|
1
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||
Commodity
(j)
|
2
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
|
|
|
$
|
17
|
|
|
$
|
246
|
|
|
$
|
53
|
|
|
$
|
417
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
(h)
|
2
|
|
$
|
10
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
15
|
|
Commodity
(i)
|
1
|
|
—
|
|
|
19
|
|
|
1
|
|
|
1
|
|
||||
Commodity
(j)
|
2
|
|
85
|
|
|
12
|
|
|
60
|
|
|
25
|
|
||||
|
|
|
$
|
95
|
|
|
$
|
34
|
|
|
$
|
63
|
|
|
$
|
41
|
|
Total derivatives at fair value
(k)
|
|
|
$
|
136
|
|
|
$
|
410
|
|
|
$
|
182
|
|
|
$
|
529
|
|
Total
|
|
|
$
|
14,901
|
|
|
$
|
913
|
|
|
$
|
11,851
|
|
|
$
|
1,001
|
|
(a)
|
Fair value hierarchy levels are defined in Note 7. Unless otherwise noted, financial assets are classified on our balance sheet within prepaid expenses and other current assets and other assets. Financial liabilities are classified on our balance sheet within accounts payable and other current liabilities and other liabilities.
|
(b)
|
Based on the price of common stock. These equity securities were 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 30, 2017
,
$5.8 billion
and
$8.7 billion
of debt securities were classified as cash equivalents and short-term investments, respectively. As of
December 31, 2016
,
$4.6 billion
and
$6.8 billion
of debt securities were classified as cash equivalents and short-term investments, respectively. All of our available-for-sale debt securities have maturities of one year or less.
|
(d)
|
Based on the price of index funds. 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.
|
(h)
|
Based on recently reported market transactions of spot and forward rates.
|
(i)
|
Based on quoted contract prices on futures exchange markets.
|
(j)
|
Based on recently reported market transactions of swap arrangements.
|
(k)
|
Unless otherwise noted, derivative assets and liabilities are presented on a gross basis on our balance sheet. Amounts subject to enforceable master netting arrangements or similar agreements which are not offset on the balance sheet as of
December 30, 2017
and
December 31, 2016
were not material. Collateral received against any of our asset positions was not material.
|
|
Fair Value/Non-
designated Hedges
|
|
Cash Flow and Net Investment 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)
|
||||||||||||||||||
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|||||||
Foreign exchange
|
$
|
(15
|
)
|
|
$
|
74
|
|
|
$
|
62
|
|
|
$
|
(24
|
)
|
|
$
|
10
|
|
|
$
|
(44
|
)
|
Interest rate
|
101
|
|
|
105
|
|
|
(195
|
)
|
|
97
|
|
|
(184
|
)
|
|
187
|
|
||||||
Commodity
|
(48
|
)
|
|
(52
|
)
|
|
3
|
|
|
1
|
|
|
3
|
|
|
7
|
|
||||||
Net investment
|
—
|
|
|
—
|
|
|
157
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
38
|
|
|
$
|
127
|
|
|
$
|
27
|
|
|
$
|
35
|
|
|
$
|
(171
|
)
|
|
$
|
150
|
|
(a)
|
Foreign exchange derivative losses/gains are primarily included in selling, general and administrative expenses. Interest rate derivative losses/gains are primarily from fair value hedges and are included in interest expense. These losses/gains are substantially offset by decreases/increases in the value of the underlying debt, which are also included in interest expense. Commodity derivative losses/gains are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
(b)
|
Foreign exchange derivative losses/gains are primarily included in cost of sales. Interest rate derivative losses/gains are included in interest expense. Commodity derivative losses/gains are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Income
|
|
Shares
(a)
|
|
Income
|
|
Shares
(a)
|
|
Income
|
|
Shares
(a)
|
|||||||||
Net income attributable to PepsiCo
|
$
|
4,857
|
|
|
|
|
$
|
6,329
|
|
|
|
|
$
|
5,452
|
|
|
|
|||
Preferred shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Dividends
|
—
|
|
|
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
||||||
Redemption premium
|
(4
|
)
|
|
|
|
(5
|
)
|
|
|
|
(5
|
)
|
|
|
||||||
Net income available for PepsiCo
common shareholders
|
$
|
4,853
|
|
|
1,425
|
|
|
$
|
6,323
|
|
|
1,439
|
|
|
$
|
5,446
|
|
|
1,469
|
|
Basic net income attributable to
PepsiCo per common share
|
$
|
3.40
|
|
|
|
|
$
|
4.39
|
|
|
|
|
$
|
3.71
|
|
|
|
|||
Net income available for PepsiCo
common shareholders
|
$
|
4,853
|
|
|
1,425
|
|
|
$
|
6,323
|
|
|
1,439
|
|
|
$
|
5,446
|
|
|
1,469
|
|
Dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock options, RSUs, PSUs, PEPunits and Other
|
—
|
|
|
12
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
15
|
|
|||
ESOP convertible preferred stock
|
4
|
|
|
1
|
|
|
5
|
|
|
1
|
|
|
6
|
|
|
1
|
|
|||
Diluted
|
$
|
4,857
|
|
|
1,438
|
|
|
$
|
6,329
|
|
|
1,452
|
|
|
$
|
5,452
|
|
|
1,485
|
|
Diluted net income attributable to
PepsiCo per common share
|
$
|
3.38
|
|
|
|
|
$
|
4.36
|
|
|
|
|
$
|
3.67
|
|
|
|
(a)
|
Weighted-average common shares outstanding (in millions).
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Out-of-the-money options
(a)
|
0.4
|
|
|
0.7
|
|
|
1.5
|
|
|||
Average exercise price per option
|
$
|
110.12
|
|
|
$
|
99.98
|
|
|
$
|
99.25
|
|
(a)
|
In millions.
|
|
Currency Translation Adjustment
|
|
Cash Flow Hedges
|
|
Pension and Retiree Medical
|
|
Available-For-Sale Securities
|
|
Other
|
|
Accumulated Other Comprehensive Loss Attributable to PepsiCo
|
||||||||||||
Balance as of December 27, 2014
(a)
|
$
|
(8,255
|
)
|
|
$
|
34
|
|
|
$
|
(2,500
|
)
|
|
$
|
87
|
|
|
$
|
(35
|
)
|
|
$
|
(10,669
|
)
|
Other comprehensive (loss)/income before reclassifications
(b)
|
(2,936
|
)
|
|
(95
|
)
|
|
(88
|
)
|
|
3
|
|
|
—
|
|
|
(3,116
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
111
|
|
|
97
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
474
|
|
||||||
Net current year other comprehensive (loss)/income
|
(2,825
|
)
|
|
2
|
|
|
178
|
|
|
3
|
|
|
—
|
|
|
(2,642
|
)
|
||||||
Tax amounts
|
—
|
|
|
1
|
|
|
(7
|
)
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Balance as of December 26, 2015
(a)
|
(11,080
|
)
|
|
37
|
|
|
(2,329
|
)
|
|
88
|
|
|
(35
|
)
|
|
(13,319
|
)
|
||||||
Other comprehensive (loss)/income before reclassifications
|
(313
|
)
|
|
(74
|
)
|
|
(750
|
)
|
|
(43
|
)
|
|
—
|
|
|
(1,180
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
150
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|
557
|
|
||||||
Net current year other comprehensive (loss)/income
|
(313
|
)
|
|
76
|
|
|
(343
|
)
|
|
(43
|
)
|
|
—
|
|
|
(623
|
)
|
||||||
Tax amounts
|
7
|
|
|
(30
|
)
|
|
27
|
|
|
19
|
|
|
—
|
|
|
23
|
|
||||||
Balance as of December 31, 2016
(a)
|
(11,386
|
)
|
|
83
|
|
|
(2,645
|
)
|
|
64
|
|
|
(35
|
)
|
|
(13,919
|
)
|
||||||
Other comprehensive (loss)/income before reclassifications
(c)
|
1,049
|
|
|
130
|
|
|
(375
|
)
|
|
25
|
|
|
—
|
|
|
829
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(171
|
)
|
|
158
|
|
|
(99
|
)
|
|
—
|
|
|
(112
|
)
|
||||||
Net current year other comprehensive (loss)/income
|
1,049
|
|
|
(41
|
)
|
|
(217
|
)
|
|
(74
|
)
|
|
—
|
|
|
717
|
|
||||||
Tax amounts
|
60
|
|
|
5
|
|
|
58
|
|
|
6
|
|
|
16
|
|
|
145
|
|
||||||
Balance as of December 30, 2017
(a)
|
$
|
(10,277
|
)
|
|
$
|
47
|
|
|
$
|
(2,804
|
)
|
|
$
|
(4
|
)
|
|
$
|
(19
|
)
|
|
$
|
(13,057
|
)
|
(a)
|
Pension and retiree medical amounts are net of taxes of
$1,260 million
in 2014,
$1,253 million
in 2015,
$1,280 million
in 2016 and $
1,338 million
in 2017.
|
(b)
|
Currency translation adjustment primarily reflects the depreciation of the Russian ruble, Brazilian real and Canadian dollar.
|
(c)
|
Currency translation adjustment primarily reflects the appreciation of the euro, Russian ruble, Pound sterling and Canadian dollar.
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Income Statement
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
||||||
Currency translation:
|
|
|
|
|
|
|
|
||||||
Venezuelan entities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111
|
|
|
Venezuela impairment charges
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
Net revenue
|
Foreign exchange contracts
|
10
|
|
|
(46
|
)
|
|
(94
|
)
|
|
Cost of sales
|
|||
Interest rate derivatives
|
(184
|
)
|
|
187
|
|
|
174
|
|
|
Interest expense
|
|||
Commodity contracts
|
4
|
|
|
3
|
|
|
9
|
|
|
Cost of sales
|
|||
Commodity contracts
|
(1
|
)
|
|
4
|
|
|
11
|
|
|
Selling, general and administrative expenses
|
|||
Net (gains)/losses before tax
|
(171
|
)
|
|
150
|
|
|
97
|
|
|
|
|||
Tax amounts
|
64
|
|
|
(63
|
)
|
|
(47
|
)
|
|
|
|||
Net (gains)/losses after tax
|
$
|
(107
|
)
|
|
$
|
87
|
|
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension and retiree medical items:
|
|
|
|
|
|
|
|
||||||
Amortization of net prior service credit
(a)
|
$
|
(24
|
)
|
|
$
|
(39
|
)
|
|
$
|
(41
|
)
|
|
|
Amortization of net losses
(a)
|
167
|
|
|
209
|
|
|
281
|
|
|
|
|||
Settlement/curtailment
(a)
|
15
|
|
|
237
|
|
|
6
|
|
|
|
|||
Net losses before tax
|
158
|
|
|
407
|
|
|
246
|
|
|
|
|||
Tax amounts
|
(44
|
)
|
|
(144
|
)
|
|
(74
|
)
|
|
|
|||
Net losses after tax
|
$
|
114
|
|
|
$
|
263
|
|
|
$
|
172
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Venezuelan entities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
Venezuela impairment charges
|
Tax amount
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
|
|||
Net losses after tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||
Sale of Britvic securities
|
$
|
(99
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
Tax amount
|
10
|
|
|
—
|
|
|
—
|
|
|
|
|||
Net gain after tax
|
$
|
(89
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net (gains)/losses reclassified for the year, net of tax
|
$
|
(82
|
)
|
|
$
|
350
|
|
|
$
|
349
|
|
|
|
(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).
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Accounts and notes receivable
|
|
|
|
|
|
||||||
Trade receivables
|
$
|
5,956
|
|
|
$
|
5,709
|
|
|
|
||
Other receivables
|
1,197
|
|
|
1,119
|
|
|
|
||||
|
7,153
|
|
|
6,828
|
|
|
|
||||
Allowance, beginning of year
|
134
|
|
|
130
|
|
|
$
|
137
|
|
||
Net amounts charged to expense
|
26
|
|
|
37
|
|
|
43
|
|
|||
Deductions
(a)
|
(35
|
)
|
|
(30
|
)
|
|
(27
|
)
|
|||
Other
(b)
|
4
|
|
|
(3
|
)
|
|
(23
|
)
|
|||
Allowance, end of year
|
129
|
|
|
134
|
|
|
$
|
130
|
|
||
Net receivables
|
$
|
7,024
|
|
|
$
|
6,694
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inventories
(c)
|
|
|
|
|
|
||||||
Raw materials and packaging
|
$
|
1,344
|
|
|
$
|
1,315
|
|
|
|
||
Work-in-process
|
167
|
|
|
150
|
|
|
|
||||
Finished goods
|
1,436
|
|
|
1,258
|
|
|
|
||||
|
$
|
2,947
|
|
|
$
|
2,723
|
|
|
|
||
|
|
|
|
|
|
||||||
Other assets
|
|
|
|
|
|
||||||
Noncurrent notes and accounts receivable
|
$
|
59
|
|
|
$
|
105
|
|
|
|
||
Deferred marketplace spending
|
134
|
|
|
140
|
|
|
|
||||
Pension plans
(d)
|
374
|
|
|
53
|
|
|
|
||||
Other
|
346
|
|
|
338
|
|
|
|
||||
|
$
|
913
|
|
|
$
|
636
|
|
|
|
||
|
|
|
|
|
|
||||||
Accounts payable and other current liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
6,727
|
|
|
$
|
6,158
|
|
|
|
||
Accrued marketplace spending
|
2,390
|
|
|
2,444
|
|
|
|
||||
Accrued compensation and benefits
|
1,785
|
|
|
1,770
|
|
|
|
||||
Dividends payable
|
1,161
|
|
|
1,097
|
|
|
|
||||
Other current liabilities
|
2,954
|
|
|
2,774
|
|
|
|
||||
|
$
|
15,017
|
|
|
$
|
14,243
|
|
|
|
(a)
|
Includes accounts written off.
|
(b)
|
Includes adjustments related primarily to currency translation and other adjustments.
|
(c)
|
Approximately
5%
of the inventory cost in 2017 and 2016 were computed using the LIFO method. The differences between LIFO and FIFO methods of valuing these inventories were not material.
|
(d)
|
See Note 7 for additional information regarding our pension plans.
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Interest paid
(a)
|
$
|
1,123
|
|
|
$
|
1,102
|
|
|
$
|
952
|
|
Income taxes paid, net of refunds
|
$
|
1,962
|
|
|
$
|
1,393
|
|
|
$
|
1,808
|
|
(a)
|
In 2016, interest paid excludes the premium paid in accordance with the “make-whole” provisions of the debt redemption discussed in Note 8.
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Rent expense
|
$
|
742
|
|
|
$
|
701
|
|
|
$
|
696
|
|
|
|
Operating Lease Payments
|
|
|
2018
|
|
$
|
452
|
|
2019
|
|
403
|
|
|
2020
|
|
297
|
|
|
2021
|
|
215
|
|
|
2022
|
|
160
|
|
|
2023 and beyond
|
|
367
|
|
|
Total minimum operating lease payments
|
|
$
|
1,894
|
|
|
|
|
/s/ MARIE T. GALLAGHER
|
|
Marie T. Gallagher
|
|
Senior Vice President and Controller
(Principal Accounting Officer)
|
|
|
|
/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 30, 2017, December 31, 2016 and December 26, 2015
|
|
Consolidated Statement of Comprehensive Income – Fiscal years ended December 30, 2017, December 31, 2016 and December 26, 2015
|
|
Consolidated Statement of Cash Flows – Fiscal years ended December 30, 2017, December 31, 2016 and December 26, 2015
|
|
Consolidated Balance Sheet – December 30, 2017 and December 31, 2016
|
|
Consolidated Statement of Equity – Fiscal years ended December 30, 2017, December 31, 2016 and December 26, 2015
|
|
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.
|
3.1
|
|
3.2
|
|
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
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
4.12
|
|
4.13
|
|
4.14
|
|
4.15
|
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
4.22
|
|
4.23
|
|
4.24
|
|
4.25
|
|
4.26
|
|
4.27
|
|
4.28
|
4.29
|
|
4.30
|
|
4.31
|
|
4.32
|
|
4.33
|
|
4.34
|
|
4.35
|
|
4.36
|
|
4.37
|
|
4.38
|
|
4.39
|
|
4.40
|
|
4.41
|
|
4.42
|
|
4.43
|
|
4.44
|
|
4.45
|
4.46
|
|
4.47
|
|
4.48
|
|
4.49
|
|
4.50
|
|
4.51
|
|
4.52
|
|
4.53
|
|
4.54
|
|
4.55
|
|
4.56
|
|
4.57
|
4.58
|
|
4.59
|
|
4.60
|
|
4.61
|
|
4.62
|
|
4.63
|
|
4.64
|
|
4.65
|
4.66
|
|
4.67
|
|
4.68
|
|
4.69
|
|
4.70
|
|
4.71
|
|
4.72
|
|
4.73
|
|
4.74
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28
|
|
10.29
|
|
10.30
|
|
10.31
|
|
10.32
|
|
10.33
|
|
10.34
|
|
10.35
|
|
10.36
|
10.37
|
|
10.38
|
|
10.39
|
|
10.40
|
|
10.41
|
|
10.42
|
|
10.43
|
|
10.44
|
|
10.45
|
|
10.46
|
|
10.47
|
|
12
|
|
21
|
|
23
|
|
24
|
|
31
|
|
32
|
|
101
|
The following materials from PepsiCo, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017 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.
|
|
|
|
|
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 13, 2018
|
Indra K. Nooyi
|
Chief Executive Officer
|
|
/s/ Hugh F. Johnston
|
Vice Chairman, Executive Vice President
|
February 13, 2018
|
Hugh F. Johnston
|
and Chief Financial Officer
|
|
/s/ Marie T. Gallagher
|
Senior Vice President and Controller
|
February 13, 2018
|
Marie T. Gallagher
|
(Principal Accounting Officer)
|
|
/s/ Shona L. Brown
|
Director
|
February 13, 2018
|
Shona L. Brown
|
|
|
/s/ George W. Buckley
|
Director
|
February 13, 2018
|
George W. Buckley
|
|
|
/s/ Cesar Conde
|
Director
|
February 13, 2018
|
Cesar Conde
|
|
|
/s/ Ian M. Cook
|
Director
|
February 13, 2018
|
Ian M. Cook
|
|
|
/s/ Dina Dublon
|
Director
|
February 13, 2018
|
Dina Dublon
|
|
|
/s/ Richard W. Fisher
|
Director
|
February 13, 2018
|
Richard W. Fisher
|
|
|
/s/ William R. Johnson
|
Director
|
February 13, 2018
|
William R. Johnson
|
|
|
/s/ David C. Page
|
Director
|
February 13, 2018
|
David C. Page
|
|
|
/s/ Robert C. Pohlad
|
Director
|
February 13, 2018
|
Robert C. Pohlad
|
|
|
/s/ Daniel Vasella
|
Director
|
February 13, 2018
|
Daniel Vasella
|
|
|
/s/ Darren Walker
|
Director
|
February 13, 2018
|
Darren Walker
|
|
|
/s/ Alberto Weisser
|
Director
|
February 13, 2018
|
Alberto Weisser
|
|
|
ARTICLE I: INTRODUCTION AND ESTABLISHMENT
|
1
|
|
|
ARTICLE II: DEFINITIONS
|
3
|
|
|
2.1
|
Account
|
3
|
|
2.2
|
Base Compensation
|
3
|
|
2.3
|
Beneficiary
|
3
|
|
2.4
|
Bonus Compensation
|
3
|
|
2.5
|
Code
|
4
|
|
2.6
|
Company
|
4
|
|
2.7
|
Deferral Subaccount
|
4
|
|
2.8
|
Disability
|
4
|
|
2.9
|
Effective Date
|
4
|
|
2.10
|
Election Form
|
4
|
|
2.11
|
Employee
|
4
|
|
2.12
|
Employer
|
4
|
|
2.13
|
ERISA
|
4
|
|
2.14
|
Fair Market Value
|
4
|
|
2.15
|
Participant
|
5
|
|
2.16
|
Performance Unit Payout
|
5
|
|
2.17
|
Plan
|
5
|
|
2.18
|
Plan Administrator
|
5
|
|
2.19
|
Plan Year
|
5
|
|
2.20
|
Retirement
|
5
|
|
2.21
|
Risk of Forfeiture Subaccount
|
5
|
|
2.22
|
Section 409A
|
6
|
|
2.23
|
Stock Option Gains
|
6
|
|
2.24
|
Termination of Employment
|
6
|
|
2.25
|
Valuation Date
|
6
|
|
ARTICLE III: PARTICIPATION
|
7
|
|
|
3.1
|
Eligibility to Participate
|
7
|
|
3.2
|
Deferral Election
|
7
|
|
3.3
|
Time and Manner of Deferral Election
|
8
|
|
3.4
|
Period of Deferral
|
9
|
|
ARTICLE IV: INTERESTS OF PARTICIPANTS
|
11
|
|
|
4.1
|
Accounting for Participants’ Interests
|
11
|
|
4.2
|
Vesting of a Participant’s Account
|
14
|
|
4.3
|
Risk of Forfeiture Subaccounts
|
14
|
|
4.4
|
Distribution of a Participant’s Account
|
16
|
|
4.5
|
Acceleration of Payment in Certain Cases
|
18
|
|
ARTICLE V: PLAN ADMINISTRATION
|
19
|
|
|
5.1
|
Plan Administrator
|
19
|
|
5.2
|
Action
|
19
|
|
5.3
|
Rights and Duties
|
19
|
|
5.4
|
Compensation, Indemnity and Liability
|
20
|
|
5.5
|
Taxes
|
20
|
|
5.6
|
Section 16 Compliance
|
21
|
|
ARTICLE VI: CLAIMS PROCEDURE
|
23
|
|
|
6.1
|
Claims for Benefits
|
23
|
|
6.2
|
Appeals
|
23
|
|
6.3
|
Special Procedures for Disability Determinations
|
23
|
|
ARTICLE VII: AMENDMENT AND TERMINATION
|
24
|
|
|
7.1
|
Amendments
|
24
|
|
7.2
|
Termination of Plan
|
24
|
|
ARTICLE VIII: MISCELLANEOUS
|
25
|
|
|
8.1
|
Limitation on Participant's Rights
|
25
|
|
8.2
|
Unfunded Obligation of Individual Employer
|
25
|
|
8.3
|
Other Plans
|
25
|
|
8.4
|
Receipt or Release
|
25
|
|
8.5
|
Governing Law and Compliance
|
25
|
|
8.6
|
Adoption of Plan by Related Employers
|
26
|
|
8.7
|
Gender, Tense, Headings and Examples
|
26
|
|
8.8
|
Successors and Assigns; Nonalienation of Benefits
|
26
|
|
8.9
|
Facility of Payment
|
26
|
|
8.10
|
Separate Plans
|
27
|
|
APPENDIX
|
|
||
Appendix A: Spinoff of Tricon
|
29
|
|
|
Appendix B: Initial Public Offering of PBG
|
33
|
|
ARTICLE I
: INTRODUCTION
|
1
|
|
|
ARTICLE II
: DEFINITIONS
|
2
|
|
|
2.1
|
Account
|
2
|
|
2.2
|
Base Compensation
|
2
|
|
2.3
|
Beneficiary
|
2
|
|
2.4
|
Bonus Compensation
|
3
|
|
2.5
|
Code
|
3
|
|
2.6
|
Company
|
3
|
|
2.7
|
Deferral Subaccount
|
3
|
|
2.8
|
Disability
|
3
|
|
2.9
|
Distribution Date
|
3
|
|
2.10
|
Election Form
|
3
|
|
2.11
|
Employer
|
3
|
|
2.12
|
ERISA
|
4
|
|
2.13
|
Executive
|
4
|
|
2.14
|
Fair Market Value
|
4
|
|
2.15
|
Misconduct
|
4
|
|
2.16
|
Participant
|
4
|
|
2.17
|
PBG
|
5
|
|
2.18
|
Performance Unit Payout
|
5
|
|
2.19
|
Plan
|
5
|
|
2.20
|
Plan Administrator
|
5
|
|
2.21
|
Plan Year
|
5
|
|
2.22
|
Prior Plan
|
5
|
|
2.23
|
Retirement
|
5
|
|
2.24
|
Risk of Forfeiture Subaccount
|
6
|
|
2.25
|
Start Date
|
6
|
|
2.26
|
Stock Option Gains
|
6
|
|
2.27
|
Termination of Employment
|
6
|
|
2.28
|
Valuation Date
|
7
|
|
ARTICLE III
: PARTICIPATION
|
8
|
|
|
3.1
|
Eligibility to Participate
|
8
|
|
3.2
|
Deferral Election
|
9
|
|
3.3
|
Time and Manner of Deferral Election
|
9
|
|
3.4
|
Period of Deferral
|
11
|
|
ARTICLE IV
: INTERESTS OF PARTICIPANTS
|
13
|
|
|
4.1
|
Accounting for Participants’ Interests
|
13
|
|
4.2
|
Vesting of a Participant’s Account
|
18
|
|
4.3
|
Risk of Forfeiture Subaccounts
|
18
|
|
4.4
|
Distribution of a Participant’s Account
|
20
|
|
4.5
|
Acceleration of Payment in Certain Cases
|
23
|
|
4.6
|
Conversion of Deferral Subaccounts by Certain Participants
|
24
|
|
ARTICLE V
: PLAN ADMINISTRATION
|
26
|
|
|
5.1
|
Plan Administrator
|
26
|
|
5.2
|
Action
|
26
|
|
5.3
|
Powers of the Plan Administrator
|
26
|
|
5.4
|
Compensation, Indemnity and Liability
|
27
|
|
5.5
|
Taxes
|
27
|
|
5.6
|
Section 16 Compliance
|
28
|
|
ARTICLE VI
: CLAIMS PROCEDURE
|
29
|
|
|
6.1
|
Claims for Benefits
|
29
|
|
6.2
|
Appeals
|
29
|
|
ARTICLE VII
: AMENDMENT AND TERMINATION
|
30
|
|
|
7.1
|
Amendments
|
30
|
|
7.2
|
Termination of Plan
|
30
|
|
ARTICLE VIII
: MISCELLANEOUS
|
31
|
|
|
8.1
|
Limitation on Participant's Rights
|
31
|
|
8.2
|
Unfunded Obligation of Individual Employer
|
31
|
|
8.3
|
Other Plans
|
31
|
|
8.4
|
Receipt or Release
|
31
|
|
8.5
|
Governing Law
|
31
|
|
8.6
|
Adoption of Plan by Related Employers
|
32
|
|
8.7
|
Gender, Tense and Examples
|
32
|
|
8.8
|
Successors and Assigns; Nonalienation of Benefits
|
32
|
|
8.9
|
Facility of Payment
|
32
|
|
8.10
|
Separate Plans
|
33
|
|
APPENDIX
|
35
|
|
|
Appendix A: INITIAL PUBLIC OFFERING OF PBG
|
36
|
|
|
Appendix B: SUPPLEMENTAL EXECUTIVE INCENTIVE COMPENSATION AWARDS
|
40
|
|
|
|
Page No.
|
|
ARTICLE I
|
Foreword
|
1
|
|
ARTICLE II
|
Definitions and Construction
|
3
|
|
2.1
|
Definitions
|
3
|
|
|
Accrued Benefit
|
3
|
|
|
Actuarial Equivalent
|
3
|
|
|
Annuity
|
5
|
|
|
Annuity Starting Date
|
5
|
|
|
Cashout Limit
|
5
|
|
|
Code
|
5
|
|
|
Company
|
5
|
|
|
Covered Compensation
|
5
|
|
|
Credited Service
|
5
|
|
|
Disability Retirement Pension
|
6
|
|
|
Early 409A Retirement Pension
|
6
|
|
|
Elapsed Time Service
|
6
|
|
|
Eligible Domestic Partner
|
6
|
|
|
Eligible Spouse
|
9
|
|
|
Employee
|
9
|
|
|
Employer
|
9
|
|
|
ERISA
|
9
|
|
|
FICA Amount
|
10
|
|
|
409A Program
|
10
|
|
|
Guiding Principles Regarding Benefit Plan Committee Appointments
|
10
|
|
|
Highest Average Monthly Earnings
|
10
|
|
|
Key Employee
|
10
|
|
|
Late 409A Retirement Pension
|
15
|
|
|
Late Retirement Date
|
15
|
|
|
Normal 409A Retirement Pension
|
15
|
|
|
Normal Retirement Age
|
15
|
|
|
Normal Retirement Date
|
15
|
|
|
Participant
|
15
|
|
|
Pension
|
15
|
|
|
PepsiCo Administration Committee or PAC
|
16
|
|
|
PepsiCo Organization
|
16
|
|
|
Plan
|
16
|
|
|
Plan Administrator
|
17
|
|
|
Plan Year
|
17
|
|
|
Pre-409A Program
|
17
|
|
|
Pre-Retirement Domestic Partner’s Pension
|
17
|
|
|
Pre-Retirement Spouse’s Pension
|
17
|
|
|
Primary Social Security Amount
|
17
|
|
|
Prohibited Misconduct
|
19
|
|
|
Qualified Joint and Survivor Annuity
|
22
|
|
|
Retirement
|
22
|
|
|
Retirement Date
|
22
|
|
|
Retirement Pension
|
22
|
|
|
Salaried Plan
|
22
|
|
|
Section 409A
|
23
|
|
|
Separation from Service
|
23
|
|
|
Service
|
25
|
|
|
Single Life Annuity
|
25
|
|
|
Single Lump Sum
|
25
|
|
|
Social Security Act
|
25
|
|
|
Taxable Wage Base
|
25
|
|
|
Vested Pension
|
26
|
|
2.2
|
Construction
|
26
|
|
ARTICLE III
|
Participation and Service
|
28
|
|
3.1
|
Participation
|
28
|
|
3.2
|
Service
|
28
|
|
3.3
|
Credited Service
|
29
|
|
ARTICLE IV
|
Requirements for Benefits
|
30
|
|
4.1
|
Normal 409A Retirement Pension
|
30
|
|
4.2
|
Early 409A Retirement Pension
|
30
|
|
4.3
|
409A Vested Pension
|
30
|
|
4.4
|
Late 409A Retirement Pension
|
30
|
|
4.5
|
409A Disability Pension
|
31
|
|
4.6
|
Pre-Retirement Spouse’s 409A Pension
|
31
|
|
4.7
|
Vesting
|
33
|
|
4.8
|
Time of Payment
|
33
|
|
4.9
|
Cashout Distributions
|
34
|
|
4.10
|
Reemployment of Certain Participants
|
37
|
|
4.11
|
Forfeiture of Benefits
|
37
|
|
4.12
|
Pre-Retirement Domestic Partner’s 409A Pension
|
38
|
|
ARTICLE V
|
Amount of Retirement Pension
|
40
|
|
5.1
|
Participant’s 409A Pension
|
40
|
|
5.2
|
PEP Guarantee
|
41
|
|
5.3
|
Amount of Pre-Retirement Spouse’s 409A Pension
|
47
|
|
5.4
|
Certain Adjustments
|
50
|
|
5.5
|
Excludable Employment
|
52
|
|
5.6
|
Pre-409A Pension
|
52
|
|
5.7
|
Offset
|
52
|
|
5.8
|
Amount of Pre-Retirement Domestic Partner’s Pension
|
53
|
|
ARTICLE VI
|
Distribution of Benefits
|
57
|
|
6.1
|
Form and Timing of Distributions
|
57
|
|
6.2
|
Available Forms of Payment
|
60
|
|
6.3
|
Procedures for Elections
|
63
|
|
6.4
|
Special Rules for Survivor Options
|
65
|
|
6.5
|
Designation of Beneficiary
|
67
|
|
6.6
|
Required Delay for Key Employees
|
67
|
|
6.7
|
Payment of FICA and Related Income Taxes
|
69
|
|
ARTICLE VII
|
Administration
|
71
|
|
7.1
|
Authority to Administer Plan
|
71
|
|
7.2
|
Facility of Payment
|
71
|
|
7.3
|
Claims Procedure
|
72
|
|
7.4
|
Effect of Specific References
|
74
|
|
7.5
|
Claimant Must Exhaust the Plan’s Claims Procedures Before Filing in Court
|
74
|
|
7.6
|
Limitations on Actions
|
77
|
|
7.7
|
Restriction on Venue
|
77
|
|
ARTICLE VIII
|
Miscellaneous
|
78
|
|
8.1
|
Nonguarantee of Employment
|
78
|
|
8.2
|
Nonalienation of Benefits
|
78
|
|
8.3
|
Unfunded Plan
|
78
|
|
8.4
|
Action by the Company
|
79
|
|
8.5
|
Indemnification
|
79
|
|
8.6
|
Compliance with Section 409A
|
79
|
|
8.7
|
Section 457A
|
80
|
|
8.8
|
Authorized Transfers
|
81
|
|
ARTICLE IX
|
Amendment and Termination
|
82
|
|
9.1
|
Continuation of the Plan
|
82
|
|
9.2
|
Amendments
|
82
|
|
9.3
|
Termination
|
82
|
|
9.4
|
Change in Control
|
83
|
|
ARTICLE X
|
ERISA Plan Structure
|
84
|
|
ARTICLE XI
|
Applicable Law
|
87
|
|
ARTICLE XII
|
Signature
|
88
|
|
APPENDIX
|
89
|
|
|
|
APPENDIX ARTICLE A - Transition Provisions
|
90
|
|
|
APPENDIX ARTICLE B - Computation of Earnings and Service During Certain Severance Windows
|
105
|
|
|
APPENDIX ARTICLE C - International and PIRP Transfer Participants
|
108
|
|
|
APPENDIX ARTICLE D - Band 4 or Higher Rehired Yum Participants
|
116
|
|
|
APPENDIX ARTICLE E - Time and Form of Payment for Benefits Paid During Severance Windows
|
117
|
|
|
APPENDIX ARTICLE F - U.K. Supplementary Appendix Participants with U.S. Service
|
123
|
|
|
APPENDIX ARTICLE G - Delay Election For Certain Pre-2018 Terminees
|
128
|
|
|
APPENDIX ARTICLE PBG
|
130
|
|
|
ARTICLE I TO APPENDIX PBG - HISTORY AND PURPOSE
|
130
|
|
|
ARTICLE II TO APPENDIX PBG - DEFINITIONS AND CONSTRUCTION
|
132
|
|
|
ARTICLE III TO APPENDIX PBG - PARTICIPATION
|
144
|
|
|
ARTICLE IV TO APPENDIX PBG - AMOUNT OF RETIREMENT PENSION
|
144
|
|
|
ARTICLE V TO APPENDIX PBG - DEATH BENEFITS
|
156
|
|
|
ARTICLE VI TO APPENDIX PBG - DISTRIBUTIONS
|
156
|
|
|
APPENDIX TO ARTICLE PBG
|
162
|
|
ARTICLE PAC
|
Guiding Principles Regarding Benefit Plan Fiduciary Committee Appointments
|
167
|
|
Date
|
Mortality Table Factors
|
Interest Rate
Factor
|
January 1, 2009
to Present |
GAR 94
|
5%
|
Attained Age
|
Annual Charge
|
|
|
Up to 35
|
.0%
|
35 – 39
|
.075%
|
40 – 44
|
.1%
|
45 – 49
|
.175%
|
50 – 54
|
.3%
|
55 – 59
|
.5%
|
60 – 64
|
.5%
|
|
|
Attained Age
|
Annual Charge
|
|
|
Up to 35
|
.0%
|
35 – 39
|
.075%
|
40 – 44
|
.1%
|
45 – 49
|
.175%
|
50 – 54
|
.3%
|
55 – 59
|
.5%
|
60 – 64
|
.5%
|
|
|
(a)
|
Have Separated from Service before January 1, 2018,
|
|
|
Page
|
|
ARTICLE I – INTRODUCTION
|
1
|
|
|
ARTICLE II – DEFINITIONS
|
3
|
|
|
2.01
|
ACCOUNT:
|
3
|
|
2.02
|
ACT:
|
3
|
|
2.03
|
BENEFICIARY:
|
3
|
|
2.04
|
CODE:
|
3
|
|
2.05
|
COMPANY:
|
3
|
|
2.06
|
COMPENSATION YEAR:
|
3
|
|
2.07
|
DEFERRAL SUBACCOUNT:
|
4
|
|
2.08
|
DIRECTOR:
|
4
|
|
2.09
|
DIRECTOR COMPENSATION:
|
4
|
|
2.10
|
DISABILITY:
|
5
|
|
2.11
|
DISTRIBUTION VALUATION DATE:
|
5
|
|
2.12
|
ELECTION FORM:
|
5
|
|
2.13
|
ELIGIBLE DIRECTOR:
|
6
|
|
2.14
|
ERISA:
|
6
|
|
2.15
|
FAIR MARKET VALUE:
|
6
|
|
2.16
|
409A PROGRAM:
|
6
|
|
2.17
|
KEY EMPLOYEE:
|
6
|
|
2.18
|
MANDATORY DEFERRAL:
|
7
|
|
2.19
|
PARTICIPANT:
|
7
|
|
2.20
|
PEPSICO ORGANIZATION:
|
7
|
|
2.21
|
PLAN:
|
7
|
|
2.22
|
PLAN ADMINISTRATOR:
|
8
|
|
2.23
|
PLAN YEAR:
|
8
|
|
2.24
|
PRE-409A PROGRAM:
|
8
|
|
2.25
|
RECORDKEEPER:
|
8
|
|
2.26
|
RETAINER COMPENSATION:
|
8
|
|
2.27
|
SECOND LOOK ELECTION:
|
8
|
|
2.28
|
SECTION 409A:
|
8
|
|
2.29
|
SEPARATION FROM SERVICE:
|
9
|
|
2.30
|
SPECIFIC PAYMENT DATE:
|
9
|
|
2.31
|
UNFORESEEABLE EMERGENCY:
|
9
|
|
2.32
|
VALUATION DATE:
|
9
|
|
ARTICLE III – ELIGIBILITY AND PARTICIPATION
|
11
|
|
|
3.01
|
ELIGIBILITY TO PARTICIPATE:
|
11
|
|
3.02
|
TERMINATION OF ELIGIBILITY TO DEFER:
|
11
|
|
3.03
|
TERMINATION OF PARTICIPATION:
|
11
|
|
ARTICLE IV – DEFERRAL OF COMPENSATION
|
12
|
|
|
4.01
|
DEFERRAL ELECTION:
|
12
|
|
4.02
|
TIME AND MANNER OF DEFERRAL ELECTION:
|
13
|
|
4.03
|
PERIOD OF DEFERRAL; FORM OF PAYMENT:
|
15
|
|
4.04
|
SECOND LOOK ELECTION:
|
16
|
|
4.05
|
MANDATORY DEFERRALS:
|
18
|
|
ARTICLE V – INTERESTS OF PARTICIPANTS
|
20
|
|
|
5.01
|
ACCOUNTING FOR PARTICIPANTS’ INTERESTS:
|
20
|
|
5.02
|
PHANTOM INVESTMENT OF ACCOUNT:
|
20
|
|
5.03
|
VESTING OF A PARTICIPANT’S ACCOUNT:
|
23
|
|
5.04
|
PROHIBITED MISCONDUCT:
|
23
|
|
ARTICLE VI – DISTRIBUTIONS
|
24
|
|
|
6.01
|
GENERAL:
|
24
|
|
6.02
|
DISTRIBUTIONS BASED ON A SPECIFIC PAYMENT DATE:
|
25
|
|
6.03
|
DISTRIBUTIONS ON ACCOUNT OF A SEPARATION FROM SERVICE:
|
25
|
|
6.04
|
DISTRIBUTIONS ON ACCOUNT OF DEATH:
|
27
|
|
6.05
|
DISTRIBUTIONS ON ACCOUNT OF DISABILITY:
|
28
|
|
6.06
|
DISTRIBUTIONS ON ACCOUNT OF UNFORESEEABLE EMERGENCY:
|
29
|
|
6.07
|
DISTRIBUTIONS OF MANDATORY DEFERRALS:
|
29
|
|
6.08
|
VALUATION:
|
30
|
|
6.09
|
IMPACT OF SECTION 16 OF THE ACT ON DISTRIBUTIONS:
|
30
|
|
6.10
|
ACTUAL PAYMENT DATE:
|
30
|
|
ARTICLE VII – PLAN ADMINISTRATION
|
31
|
|
|
7.01
|
PLAN ADMINISTRATOR:
|
31
|
|
7.02
|
ACTION:
|
31
|
|
7.03
|
POWERS OF THE PLAN ADMINISTRATOR:
|
31
|
|
7.04
|
COMPENSATION, INDEMNITY AND LIABILITY:
|
32
|
|
7.05
|
WITHHOLDING:
|
32
|
|
7.06
|
SECTION 16 COMPLIANCE:
|
33
|
|
7.07
|
CONFORMANCE WITH SECTION 409A:
|
34
|
|
ARTICLE VIII – CLAIMS PROCEDURE
|
35
|
|
|
8.01
|
CLAIMS FOR BENEFITS:
|
35
|
|
8.02
|
APPEALS OF DENIED CLAIMS:
|
35
|
|
8.03
|
SPECIAL CLAIMS PROCEDURES FOR DISABILITY DETERMINATIONS:
|
35
|
|
ARTICLE IX – AMENDMENT AND TERMINATION
|
36
|
|
|
9.01
|
AMENDMENT OF PLAN:
|
36
|
|
9.02
|
TERMINATION OF PLAN:
|
36
|
|
ARTICLE X – MISCELLANEOUS
|
37
|
|
|
10.01
|
LIMITATION ON PARTICIPANT'S RIGHTS:
|
37
|
|
10.02
|
UNFUNDED OBLIGATION OF THE COMPANY:
|
37
|
|
10.03
|
OTHER PLANS:
|
37
|
|
10.04
|
RECEIPT OR RELEASE:
|
37
|
|
10.05
|
GOVERNING LAW:
|
37
|
|
10.06
|
GENDER, TENSE AND EXAMPLES:
|
38
|
|
10.07
|
SUCCESSORS AND ASSIGNS; NONALIENATION OF BENEFITS:
|
38
|
|
10.08
|
FACILITY OF PAYMENT:
|
38
|
|
ARTICLE XI – AUTHENTICATION
|
39
|
|
|
ARTICLE XII – SIGNATURE
|
40
|
|
|
APPENDIX
|
Appendix
|
|
|
APPENDIX ARTICLE A – TRANSITION PROVISIONS
|
A-1
|
|
I.
|
Cancellation Elections:
|
II.
|
Modifications to Article IV:
|
III.
|
Modifications to Article VI:
|
A
|
For this purpose,
Sections 6.01(a)-(f)
read as follows:
|
(a)
|
Section 6.02 (Distributions Based on a Specific Payment Date) applies when a Participant has elected to defer until a Specific Payment Date and the Specific Payment Date is reached before the Participant’s (i) Separation from Service (other than for Retirement), (ii) Disability, or (iii) death. However, if such a Participant Separates from Service (other than for Retirement or death) prior to the Specific Payment Date (or prior to processing of the first installment payment due in connection with the Specific Payment Date), Section 6.03 shall apply. If such a Participant dies prior to the Specific Payment Date, Section 6.04 shall apply to the extent it would result in an earlier distribution of all or part of a Participant’s Account. If such a Participant becomes Disabled prior to the Specific Payment Date, Section 6.06 shall apply to the extent it would result in an earlier distribution of all or part of a Participant’s Account.
|
(b)
|
Section 6.03 (Distributions on Account of a Separation from Service) applies (i) when a Participant has elected to defer until a Separation from Service and then the Participant Separates from Service (other than for Retirement or death), or (ii) when applicable under Subsection (a) above).
|
(c)
|
Section 6.04 (Distributions on Account of Death) applies when the Participant dies. If a Participant is entitled to receive or is receiving a distribution under Section 6.02, 6.03 or 6.05 (see below) at the time of his or her death, Section 6.04 shall take precedence over those sections to the extent Section 6.04 would result in an earlier distribution of all or part of a Participant’s Account.
|
(d)
|
Section 6.05 (Distributions on Account of Retirement) applies when a Participant has elected to defer until a Separation from Service and then the Participant Separates from Service on account of his or her Retirement. Subsections (c) and (e) of this Section provide for when Section 6.04 or Section 6.06 take precedence over Section 6.05.
|
(e)
|
Section 6.06 (Distributions on Account of Disability) applies when the Participant becomes Disabled. If a Participant who becomes Disabled dies, Section 6.04 shall take precedence over Section 6.06 to the extent it would result in an earlier distribution of all or part of a Participant’s Account. If a Participant is entitled to receive or is receiving a distribution under Section 6.02, 6.03 or 6.05 at the time of his Disability, Section 6.06 shall take precedence over those sections to the extent Section 6.06 would result in an earlier distribution of all or part of a Participant’s Account.
|
(f)
|
Section 6.07 (Distributions on Account of Unforeseeable Emergency) applies when the Participant incurs an Unforeseeable Emergency prior to when a Participant’s Account is distributed under Sections 6.02 through 6.06. In this case, the provisions of Section 6.07 shall take precedence over Sections 6.02 through 6.06 to the extent Section 6.07 would result in an earlier distribution of all or part of the Participant’s Account.
|
B
|
For this purpose,
Section 6.02
reads as follows:
|
(a)
|
If the Participant has not made a valid Second Look Election that includes installment payments, the Deferral Subaccount shall be valued as of the Distribution Valuation Date that corresponds to the Participant’s Specific Payment Date, and the resulting amount shall be paid in a single lump sum.
|
(b)
|
If the Participant has made a valid Second Look Election that includes installment payments, the first installment payment shall be paid (based on the schedule elected in the Participant’s Second Look Election) on the Specific Payment Date. Thereafter, installment payments shall continue in accordance with the schedule elected by the Participant, except as provided in Sections 6.03, 6.04, 6.06 and 6.07 (relating to distributions on account of a Separation from Service, death, Disability and Unforeseeable Emergency). The amount of each installment shall be determined under Section 6.08. Notwithstanding the preceding provisions of this Subsection, if before the date the first installment distribution is processed for payment the Participant Separates from Service other than for Retirement) or the Participant would be entitled to a distribution in accordance with Sections 6.03, 6.04 or 6.06 (relating to a distribution on account of Separation from Service, death or Disability), the Participant’s Deferral Subaccounts that would otherwise be distributed based on such Specific Payment Date shall instead be distributed in accordance with Section 6.04 or 6.05 (relating to distributions on account of death or Disability), whichever applies, but only to the extent it would result in an earlier distribution of the Participant’s Subaccounts in the case of Section 6.04 or 6.06.
|
C
|
For this purpose,
Section 6.03
reads as follows:
|
(a)
|
Subject to subsections (b) and (c), a Participant’s total Account balance, shall be distributed in a single lump sum payment on the first day of the first Plan Year after the date of the Participant’ s Separation from Service.
|
(b)
|
If the Participant incurs a Separation from Service after making a valid Second Look Election (and before the first payment has been processed in accordance with such Second Look Election), each Deferral Subaccount to which the Second Look Election applies shall be distributed in a single lump sum payment on the
|
(c)
|
If the Participant is classified as a Key Employee at the time of the Participant’s Separation from Service (or at such other time for determining Key Employee status as may apply under Section 409A), then such Participant’s Account shall not be paid, as a result of the Participant’s Separation from Service, earlier than the date that is at least 6 months after the Participant’s Separation from Service.
|
D
|
For this purpose, a new
Section 6.05
reads as follows:
|
(a)
|
If the Participant’s Retirement is prior to the Specific Payment Date that is applicable to a Deferral Subaccount, the Participant’s deferral election pursuant to Sections 4.03 or 4.04 (
i.e.,
time and form of payment) shall continue to be given effect, and the Deferral Subaccounts shall be distributed based upon the provisions of Section 6.02.
|
(b)
|
If the Participant has selected payment of his or her deferral on account of Separation from Service, distribution of the related Deferral Subaccount shall commence on the first day of the first Plan Year after the date of the Participant’s Separation from Service. Such distribution shall be made in a single lump sum payment under Section 4.03. However, if the Participant is classified as a Key Employee at the time of the Participant’s Retirement (or at such other time for determining Key Employee status as may apply under Section 409A), then such Participant’s Account shall not be paid, as a result of the Participant’s Retirement, earlier than the date that is at least 6 months after the Participant’s Retirement.
|
(c)
|
If the Participant is receiving installment payments for one or more Deferral Subaccounts in accordance with Section 6.02 at the time of his or her Retirement, such installment payments shall continue to be paid based upon the Participant’s Second Look Election (but subject to acceleration under Sections 6.04, 6.06 and
|
(1)
|
Any reference in a Stock Provision to determining one or more prices for PepsiCo Stock on the NYSE, including prices reported on the composite tape for securities listed on the NYSE, shall instead be a reference to one or more prices for PepsiCo Stock on the principal exchange on which PepsiCo Stock is traded as of the time in question.
|
(2)
|
Any reference in a Stock Provision to determining a trading day based on the trading days of the NYSE shall instead be a reference that determines a trading day based on the trading days of the principal exchange on which PepsiCo Stock is traded as of the time in question.
|
(3)
|
Any definition of “fair market value” related to PepsiCo Stock shall be revised to read as follows:
|
•
|
Terms that are defined in Part I of this document shall have the same defined meanings when they are used in Part II of this document.
|
•
|
Whenever an example is provided in this document or the text uses the term “including” followed by a specific item or items, or there is a passage having similar effect, such passages of the document shall be construed as if the phrase “without limitation” followed such example or term (or otherwise applied to such passage in a manner that avoids limits on its breadth of application).
|
1.
|
Purposes.
|
2.
|
Definitions.
|
(a)
|
“Award” means a grant of Options, Stock Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance Shares, Performance Units, Stock Awards, or any or all of them (but a Stock Award may not be granted to employees or officers).
|
(b)
|
“Board” means the Board of Directors of PepsiCo.
|
(c)
|
“Cause” has the meaning set forth in Section 11(b)(ii).
|
(d)
|
“Change in Control” has the meaning set forth in Section 11(b)(i).
|
(e)
|
“Change-in-Control Treatment” has the meaning set forth in Section 11(a)(ii).
|
(f)
|
“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall also be a reference to any successor section of the Code (or a successor code).
|
(g)
|
“Committee” means, with respect to any matter relating to Section 8 of the Plan, the Board, and with respect to all other matters under the Plan, the Compensation Committee of the Board. The Compensation Committee shall be appointed by the Board and shall consist of two or more independent, non-employee members of the Board. In the judgment of the Board, the Compensation Committee shall be qualified to administer the Plan as contemplated by (a) Rule 16b-3 of the
|
(h)
|
“Common Stock” means the common stock, par value 1-2/3 cents per share, of PepsiCo.
|
(i)
|
“Company” means PepsiCo, its subsidiaries, divisions and affiliated businesses.
|
(j)
|
“Covered Employee” means any PepsiCo employee for whom PepsiCo is subject to the deductibility limitation imposed by Code Section 162(m).
|
(k)
|
“Director Deferral Program” means the PepsiCo Director Deferral Program, as amended from time to time, and any successor program.
|
(l)
|
“Eligible Person” means any of the following individuals who is designated by the Committee as eligible to receive Awards, subject to the conditions set forth in the Plan: (i) any employee of the Company (including any officer of the Company and any Employee Director) provided that the term employee does not include any individual who is not, as of the grant date of an Award, classified by the Company as an employee on its corporate books and records even if that individual is later reclassified (by the Company, any court, any governmental agency or otherwise) as an employee as of the grant date; (ii) any consultant or advisor of the Company; and (iii) any Non-Employee Director who is eligible to receive an Award in accordance with Section 8 hereof.
|
(m)
|
“Employee Director” means a member of the Board who is also an employee of the Company.
|
(n)
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
|
(o)
|
“Fair Market Value” on any date means the average of the high and low market prices at which a share of Common Stock shall have been sold on such date, or the immediately preceding trading day if such date was not a trading day, as reported on the principal exchange on which the Common Stock is traded as of the time in question and, in the case of an ISO, means fair market value as determined by the Committee in accordance with Code Section 422 and, in the
|
(p)
|
“Full-Value Award” means any Restricted Shares, Restricted Stock Units, Performance Shares, Performance Units or Stock Awards.
|
(q)
|
“Good Reason” has the meaning set forth in Section 11(b)(iii).
|
(r)
|
“ISO” means an Option satisfying the requirements of Code Section 422 and designated as an ISO by the Committee.
|
(s)
|
“Non-Employee Director” means a member of the Board who is not an employee of the Company.
|
(t)
|
“NQSO” or “Non-Qualified Stock Option” means an Option that does not satisfy the requirements of Code Section 422 or that is not designated as an ISO by the Committee.
|
(u)
|
“Option Exercise Price” means the purchase price per share of Common Stock covered by an Option granted pursuant to the Plan.
|
(v)
|
“Options” means the right to purchase shares of Common Stock at a specified price for a specified period of time.
|
(w)
|
“Participant” means an Eligible Person who has received an Award under the Plan.
|
(x)
|
“Payment Shares” has the meaning set forth in Section 8(b).
|
(y)
|
“PepsiCo” means PepsiCo, Inc., a North Carolina corporation, and its successors and assigns.
|
(z)
|
“Performance Awards” means an Award of Options, Performance Shares, Performance Units, Restricted Shares, Restricted Stock Units or SARs conditioned on the achievement of Performance Goals during a Performance Period.
|
(aa)
|
“Performance-Based Exception” means the performance-based exception to the deductibility limitations of Code Section 162(m), as set forth in Code Section 162(m)(4)(C).
|
(bb)
|
“Performance Goals” means the goals established by the Committee under Section 7(d).
|
(cc)
|
“Performance Measures” means the criteria set out in Section 7(d) that may be used by the Committee as the basis for a Performance Goal.
|
(dd)
|
“Performance Period” means the period established by the Committee during which the achievement of Performance Goals is assessed in order to determine whether and to what extent an Award that is conditioned on attaining Performance Goals has been earned.
|
(ee)
|
“Performance Shares” means an Award of shares of Common Stock awarded to a Participant based on the achievement of Performance Goals during a Performance Period.
|
(ff)
|
“Performance Units” means an Award denominated in shares of Common Stock, cash or a combination thereof, as determined by the Committee, awarded to a Participant based on the achievement of Performance Goals during a Performance Period.
|
(gg)
|
“Plan” means this PepsiCo, Inc. Long-Term Incentive Plan, as amended and restated from time to time.
|
(hh)
|
“Prior Plans” means the PepsiCo, Inc. 2003 Long-Term Incentive Plan, the PepsiCo, Inc. 1994 Long-Term Incentive Plan, the PepsiCo, Inc. 1995 Stock Option Incentive Plan, the PepsiCo SharePower Stock Option Plan, the Director Stock Plan, the PepsiCo 1987 Incentive Plan, 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, PepsiAmericas, Inc. 2000 Stock Incentive Plan, Quaker Long Term Incentive Plan of 1990, Quaker Long Term Incentive Plan of 1999 and Quaker Stock Compensation Plan for Outside Directors, each as amended and restated from time to time.
|
(ii)
|
“Restricted Shares” means shares of Common Stock that are subject to such restrictions and such other terms and conditions as the Committee may establish.
|
(jj)
|
“Restricted Stock Units” means the right, as described in Section 7(c), to receive an amount, payable in either cash, shares of Common Stock or a combination thereof, equal to the value of a specified number of shares of Common Stock, subject to such terms and conditions as the Committee may establish.
|
(kk)
|
“Restriction Period” means, with respect to Options, SARs, Performance Shares, Performance Units, Restricted Shares, Restricted Stock Units or Stock Awards, the period during which any risk of forfeiture or other restrictions set by the Committee remain in effect. Such restrictions remain in effect until such time as they have lapsed under the terms and conditions of the Options, SARs, Performance Shares, Performance Units, Restricted Shares or Restricted Stock Units or as otherwise determined by the Committee.
|
(ll)
|
“Stock Appreciation Rights” or “SARs” means the right to receive a payment equal to the excess of the Fair Market Value of a share of Common Stock on the date the Stock Appreciation Rights are exercised over the exercise price per share of Common Stock established for those Stock Appreciation Rights at the time of grant, multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Rights are exercised.
|
(mm)
|
“Stock Award” means an Award of shares of Common Stock, including Payment Shares, that are subject to such terms, conditions and restrictions (if any) as determined by the Committee in accordance with Section 7(e).
|
3.
|
Administration of the Plan.
|
(a)
|
Authority of Committee.
The Plan shall be administered by the Committee, which shall have all the powers vested in it by the terms of the Plan, such powers to include the authority (within the limitations described in the Plan):
|
•
|
to select the persons to be granted Awards under the Plan;
|
•
|
to determine the type, size and terms of Awards to be made to each Participant;
|
•
|
to determine the time when Awards are to be granted and any conditions that must be satisfied before an Award is granted;
|
•
|
to establish objectives and conditions for earning Awards;
|
•
|
to determine whether an Award shall be evidenced by an agreement and, if so, to determine the terms and conditions of such agreement (which shall not be inconsistent with the Plan) and who must sign such agreement;
|
•
|
to determine whether the conditions for earning an Award have been met and whether an Award will be paid at the end of an applicable Performance Period;
|
•
|
except as otherwise provided in Sections 7(a)(v), 7(b)(iv), 7(d) and 13(b), to modify the terms of Awards made under the Plan;
|
•
|
to determine if, when and under what conditions payment of all or any part of an Award may be deferred;
|
•
|
to determine whether the amount or payment of an Award should be reduced or eliminated;
|
•
|
to determine the guidelines and/or procedures for the payment or exercise of Awards; and
|
•
|
to determine whether an Award should qualify, regardless of its amount, as deductible in its entirety for federal income tax purposes, including whether any Awards granted to Covered Employees or any other employee should comply with the Performance-Based Exception.
|
(b)
|
Interpretation of Plan.
The Committee shall have full power and authority to administer and interpret the Plan and to adopt or establish such rules, regulations, agreements, guidelines, procedures and instruments, which are not contrary to the terms of the Plan and which, in its opinion, may be necessary or advisable for the administration and operation of the Plan. The Committee’s interpretations of the Plan, and all actions taken and determinations made by the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding on all parties concerned, including PepsiCo, its shareholders and all Eligible Persons and Participants.
|
(c)
|
Delegation of Authority.
To the extent not prohibited by law, the Committee
|
(i)
|
may delegate its authority hereunder to one or more of its members or other persons (except that no such delegation shall be permitted with respect to Awards to Eligible Persons who are subject to Section 16 of the Exchange Act and Awards intended to comply with the Performance-Based Exception) and (ii) may grant authority to employees or designate employees of the Company to execute documents on behalf of the Committee or to otherwise assist the Committee in the administration and operation of the Plan.
|
4.
|
Eligibility.
|
(a)
|
General.
Subject to the terms and conditions of the Plan, the Committee may, from time to time, select from all Eligible Persons those to whom Awards shall be granted under Section 7 and shall determine the nature and amount of each Award. Non-Employee Directors shall be eligible to receive Awards only pursuant to Section 8.
|
(b)
|
International Participants.
Notwithstanding any provision of the Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with provisions of the laws in countries outside the United States in which the Company operates or has employees, the Committee, in its sole discretion, shall have the power and authority to (i) determine which Eligible Persons (if any) employed by the Company outside the United States should participate in the Plan, (ii) modify the terms and conditions of any Awards made to such Eligible Persons, and (iii) establish sub-plans, modified Option exercise procedures and other Award terms, conditions and procedures to the extent such actions may be necessary or advisable to comply with provisions of the laws in such countries outside the United States in order to assure the lawfulness, validity and effectiveness of Awards granted under the Plan and to the extent such actions are consistent with the Committee’s authority to amend the Plan absent shareholder approval pursuant to Sections 13(b), 7(a)(v) and 7(b)(iv).
|
5.
|
Shares of Common Stock Subject to the Plan.
|
(a)
|
Authorized Number of Shares
. Unless otherwise authorized by PepsiCo’s shareholders and subject to the provisions of this Section 5 and Section 10, the maximum aggregate number of shares of Common Stock available for issuance under the Plan as of May 5, 2010 shall be the total of (i) 195 million shares plus (ii) the total number of shares of Common Stock underlying awards under the Prior Plans that are cancelled or expire after May 2, 2007 without delivery of shares.
|
(b)
|
Share Counting.
The following rules shall apply in determining the number of shares of Common Stock remaining available for grant under the Plan:
|
(i)
|
Any shares of Common Stock subject to (A) Options or SARs, whether granted before or after May 5, 2010 or (B) Full-Value Awards granted before May 5, 2010 shall be counted against the maximum share limitation of Section 5(a) as one (1) share of Common Stock for every share of Common Stock subject thereto. Any shares of Common Stock subject to Full-Value Awards granted on or after May 5, 2010 shall be counted
|
(ii)
|
(A) To the extent that any Award of Options or SARs, whether granted before, on or after May 5, 2010, is forfeited, cancelled, settled in cash rather than shares (pursuant to the terms of an Award that permits but does not require cash settlement), returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or otherwise terminates without an issuance of shares of Common Stock being made thereunder, the maximum share limitation of Section 5(a) shall be credited with one (1) share of Common Stock for each share of Common Stock subject to such Award of Options or SARs, and such number of credited shares of Common Stock may again be made subject to Awards under the Plan, subject to the foregoing maximum share limitation.
|
(A)
|
To the extent that any Full-Value Award granted on or after May 5, 2010 is forfeited, cancelled, settled in cash rather than shares (pursuant to the terms of an Award that permits but does not require cash settlement), returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or otherwise terminates without an issuance of shares of Common Stock being made thereunder, the maximum share limitation of Section 5(a) shall be credited with three (3) shares of Common Stock for each share of Common Stock subject to such Full-Value Award and such number of credited shares of Common Stock may again be made subject to Awards under the Plan, subject to the foregoing maximum share limitation.
|
(B)
|
To the extent that any Full-Value Award granted before May 5, 2010 is forfeited, cancelled, settled in cash rather than shares (pursuant to the terms of an Award that permits but does not require cash settlement), returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or otherwise terminates without an issuance of shares of Common Stock being made thereunder, the maximum share limitation of
|
(iii)
|
Any shares of Common Stock that are tendered by a Participant or withheld as full or partial payment of withholding or other taxes or as payment for the exercise or conversion price of an Award under the Plan shall not be added back to the number of shares of Common Stock available for issuance under the Plan. Upon exercise of a stock-settled Stock Appreciation Right, the number of shares subject to the Award that are then being exercised shall be counted against the maximum aggregate number of shares of Common Stock that may be issued under the Plan as provided above, on the basis of one share for every share subject thereto, regardless of the actual number of shares used to settle the Stock Appreciation Right upon exercise.
|
(iv)
|
Any shares of Common Stock underlying Awards granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who become employees of the Company as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company shall not, unless required by law or regulation, count against the reserve of available shares of Common Stock under the Plan.
|
(v)
|
Any shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of shares available for future grant of Awards.
|
(c)
|
Share Limitation.
No more than five percent (5%) of the shares of Common Stock authorized under Section 5(a) may be issued in connection with the following Awards whether granted before or after May 5, 2010:
|
(i)
|
Restricted Shares or Restricted Stock Units having a time-based Restriction Period less than three years (but in no event less than one year), subject to (A) pro rata vesting prior to the expiration of any Restriction Period and (B) acceleration due to the Participant’s death, total disability or retirement;
|
(ii)
|
Restricted Shares or Restricted Stock Units having a time-based Restriction Period that is actually accelerated due to a Participant’s transfer to an affiliated business; or
|
(iii)
|
Stock Awards having a Restriction Period of less than three (3) years (not including transfers to satisfy required tax withholding or intra-family transfers permitted by the Committee), subject to acceleration due to the Participant’s death or total disability,
|
(d)
|
Shares to be Delivered.
The source of shares of Common Stock to be delivered by the Company under the Plan shall be determined by the Company and may consist in whole or in part of authorized but unissued shares or repurchased shares.
|
6.
|
Award Limitations.
|
7.
|
Awards to Eligible Persons.
|
(a)
|
Options
.
|
(i)
|
Grants
. Subject to the terms and conditions of the Plan, Options may be granted to Eligible Persons. Options may consist of ISOs or NQSOs, as the Committee shall determine. Options may be granted alone or in tandem with SARs. With respect to Options granted in tandem with SARs,
|
(ii)
|
Option Exercise Price
. The Option Exercise Price shall be equal to or, at the Committee’s discretion, greater than the Fair Market Value on the date the Option is granted, unless the Option was granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who became employees of the Company as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company (in which case the assumption or substitution shall be accomplished in a manner that permits the Option to be exempt from Code Section 409A).
|
(iii)
|
Term
. The term of Options shall be determined by the Committee in its sole discretion, but in no event shall the term exceed ten (10) years from the date of grant; provided, however, that Awards of NQSOs and SARs covering up to five (5) million shares of Common Stock, in the aggregate, may be issued with a term of up to fifteen (15) years.
|
(iv)
|
ISO Limits
. ISOs may be granted only to Eligible Persons who are employees of PepsiCo or of any parent or subsidiary corporation (within the meaning of Code Section 424) on the date of grant, and may only be granted to an employee who, at the time the Option is granted, does not own stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of PepsiCo or of any parent or subsidiary corporation (within the meaning of Code Section 424). The aggregate Fair Market Value of all shares of Common Stock with respect to which ISOs are exercisable by a Participant for the first time during any calendar year (under all plans of the Company) shall not exceed $100,000 or such other amount as may subsequently be specified by the Code and/or applicable regulations. The aggregate Fair Market Value of such shares shall be determined at the time the Option is granted. ISOs shall contain such other provisions as the Committee shall deem advisable but shall in all events be consistent with and contain or be deemed to contain all provisions required in order to qualify as incentive stock options under Code Section 422. No more than 195 million of the shares of Common Stock authorized for issuance under the Plan may be issued in the form of ISOs.
|
(v)
|
No Repricing
. Subject to the anti-dilution adjustment provisions set forth in Section 10 and the change in control provisions set forth in Section 11, without the approval of PepsiCo’s shareholders, (A) the Option Exercise Price for any outstanding Option granted under the Plan may not be decreased after the date of grant, (B) no outstanding Option granted under the Plan may be surrendered to the Company as consideration for the grant of a new Option with a lower Option Exercise Price, (C) no outstanding Option granted under the Plan with an Option Exercise Price above the then-current Fair Market Value may be cancelled in exchange for a payment in cash or other securities and (D) no other modifications to any outstanding Option may be made that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the principal exchange on which PepsiCo Common Stock is traded as of the time in question.
|
(vi)
|
Form of Payment
. The Option Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rules or regulations adopted by the Committee:
|
(A)
|
to the extent permitted by applicable law, pursuant to cashless exercise procedures that are, from time to time, approved by the Committee;
|
(B)
|
through the tender of shares of Common Stock owned by the Participant (or by delivering a certification or attestation of ownership of such shares) valued at their Fair Market Value on the date of exercise;
|
(C)
|
in cash or its equivalent; or
|
(D)
|
by any combination of (A), (B), and (C) above.
|
(vii)
|
No Dividend Equivalents
. No dividends or dividend equivalents may be paid on Options. Except as otherwise provided herein, a Participant shall have no rights as a holder of Common Stock with respect to shares of Common Stock covered by an Option unless and until such shares of Common Stock have been registered to the Participant as the owner.
|
(viii)
|
Minimum Vesting Period.
With respect to any Options granted on or after March 13, 2014, any time-based Restriction Period shall be for a minimum of three years (subject to (A) pro rata vesting prior to the
|
(ix)
|
No Automatic Grants.
No Option granted under the Plan shall contain any provision entitling the Participant to the automatic grant of additional Options in connection with any exercise of the original Option.
|
(b)
|
Stock Appreciation Rights.
|
(i)
|
Grants
. Subject to the terms and provisions of the Plan, SARs may be granted to Eligible Persons. SARs may be granted alone or in tandem with Options. With respect to SARs granted in tandem with Options, the exercise of either such Options or such SARs will result in the simultaneous cancellation of the same number of tandem SARs or Options, as the case may be.
|
(ii)
|
Exercise Price.
The exercise price per share of Common Stock covered by a SAR granted pursuant to the Plan shall be equal to or, at the Committee’s discretion, greater than Fair Market Value on the date the SAR is granted, unless the SAR was granted through the assumption of, or in substitution for, outstanding awards previously granted to individuals who became employees of the Company as a result of a merger, consolidation, acquisition or other corporate transaction involving the Company (in which case the assumption or substitution shall be accomplished in a manner that permits the SAR to be exempt from Code Section 409A).
|
(iii)
|
Term.
The term of a SAR shall be determined by the Committee in its sole discretion, but, in no event shall the term exceed ten (10) years from the date of grant, provided, however, that Awards of NQSOs and SARs covering up to five (5) million shares of Common Stock, in the aggregate, may be issued with a term of up to fifteen (15) years.
|
(iv)
|
No Repricing
. Except for anti-dilution adjustments made pursuant to Section 10 and the change in control provisions set forth in Section 11, without the approval of PepsiCo’s shareholders, (A) the exercise price for any outstanding SAR granted under the Plan may not be decreased after the date of grant, (B) no outstanding SAR granted under the Plan may be surrendered to the Company as consideration for the grant of a new SAR with a lower exercise price, (C) no outstanding SAR granted under the Plan with an exercise price above the then-current Fair Market Value may
|
(v)
|
Form of Payment
. The Committee may authorize payment of a SAR in the form of cash, Common Stock valued at its Fair Market Value on the date of the exercise, a combination thereof, or by any other method as the Committee may determine.
|
(vi)
|
No Dividend Equivalents
. No dividends or dividend equivalents may be paid on SARs.
|
(vii)
|
Minimum Vesting Period.
With respect to any SARs granted on or after March 13, 2014, any time-based Restriction Period shall be for a minimum of three years (subject to (A) pro rata vesting prior to the expiration of any Restriction Period and (B) acceleration due to the Participant’s death, total disability or retirement, in each case as specified in the applicable Award agreement).
|
(c)
|
Restricted Shares / Restricted Stock Units.
|
(i)
|
Grants
. Subject to the terms and provisions of the Plan, Restricted Shares or Restricted Stock Units may be granted to Eligible Persons.
|
(ii)
|
Restrictions.
The Committee shall impose such terms, conditions and/or restrictions on any Restricted Shares or Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation: a requirement that Participants pay a stipulated purchase price for each Restricted Share or each Restricted Stock Unit; forfeiture conditions; transfer restrictions; restrictions based upon the achievement of specific performance goals (Company-wide, divisional, and/or individual); time-based restrictions on vesting; and/or restrictions under applicable federal or state securities laws. Except in the case of Awards covered by Section 5(c), any time-based Restriction Period shall be for a minimum of three years (subject to (A) pro rata vesting prior to the expiration of any Restriction Period and (B) acceleration due to the Participant’s death, total disability or retirement, in each case as specified in the applicable Award agreement). To the extent the Restricted Shares or Restricted Stock Units are intended to be deductible under Code Section
|
(iii)
|
Payment of Restricted Stock Units
. Restricted Stock Units that become payable in accordance with their terms and conditions shall be settled in cash, shares of Common Stock, or a combination of cash and shares, as determined by the Committee. Any person who holds Restricted Stock Units shall have no ownership interest in the shares of Common Stock to which the Restricted Stock Units relate unless and until payment with respect to such Restricted Stock Units is actually made in shares of Common Stock. The payment date shall be as soon as practicable after the earliest of (A) any vesting date that can be pre-determined at grant under the terms of an Award agreement, and (B) the occurrence date of an applicable vesting event (e.g., death, total disability, approved transfer or retirement) specified in the applicable Award agreement.
|
(iv)
|
Transfer Restrictions.
During the Restriction Period, Restricted Shares may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. In order to enforce the limitations imposed upon the Restricted Shares, the Committee may (A) cause a legend or legends to be placed on any certificates evidencing such Restricted Shares, and/or (B) cause “stop transfer” instructions to be issued, as it deems necessary or appropriate. Restricted Stock Units may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged, or otherwise encumbered at any time.
|
(v)
|
Dividend and Voting Rights
. Unless otherwise determined by the Committee, during the Restriction Period, Participants who hold Restricted Shares shall have the right to receive dividends in cash or other property or other distribution or rights in respect of such shares and shall have the right to vote such shares as the record owners thereof; provided that, unless otherwise determined by the Committee, any dividends or other property payable to a Participant during the Restriction Period shall be distributed to the Participant only if and when the restrictions imposed on the applicable Restricted Shares lapse. Unless otherwise determined by the Committee, during the Restriction Period, Participants who hold Restricted Stock Units shall be credited with dividend equivalents in respect of such Restricted Stock Units; provided that, unless otherwise determined by the Committee, such dividend equivalents shall be
|
(vi)
|
Ownership of Restricted Shares
. Restricted Shares issued under the Plan shall be registered in the name of the Participant on the books and records of the Company or its designee (or by one or more physical certificates or the electronic equivalent thereof if certificates are issued with respect to such Restricted Shares) subject to the applicable restrictions imposed by the Plan. If a Restricted Share is forfeited in accordance with the restrictions that apply to such Restricted Shares, such interest or certificate, as the case may be, shall be cancelled. At the end of the Restriction Period that applies to Restricted Shares, the number of shares to which the Participant is then entitled shall be delivered to the Participant free and clear of the restrictions, either in certificated or uncertificated form. No shares of Common Stock shall be registered in the name of the Participant with respect to a Restricted Stock Unit unless and until such unit is paid in shares of Common Stock.
|
(d)
|
Performance Awards.
|
(i)
|
Grants
. Subject to the provisions of the Plan, Performance Awards may be granted to Eligible Persons. Performance Awards may be granted either alone or in addition to other Awards made under the Plan.
|
(ii)
|
Performance Goals
. Unless otherwise determined by the Committee, Performance Awards shall be conditioned on the achievement of Performance Goals (which shall be based on one or more Performance Measures, as determined by the Committee) over a Performance Period. The Performance Period shall be one year, unless otherwise determined by the Committee, provided that the Restriction Period for Performance Awards (not including Options, SARs or Awards covered by Section 5(c)) shall be for a minimum of three years, subject to (A) pro rata vesting prior to the expiration of any Restriction Period and (B) acceleration due to the Participant’s death or total disability, in each case as specified in the applicable Award agreement.
|
(iii)
|
Performance Measures
. The Performance Measure(s) to be used for purposes of Performance Awards may be described in terms of objectives that are related to the individual Participant or objectives that are Companywide or related to a subsidiary, division, department, region,
|
(iv)
|
Negative Discretion
. Notwithstanding the achievement of any Performance Goal established under the Plan, the Committee has the discretion to reduce, but not increase, some or all of a Performance Award that would otherwise be paid to a Participant.
|
(v)
|
Extraordinary Events.
At, or at any time after, the time an Award is granted, and to the extent permitted under Code Section 162(m) and the regulations thereunder without adversely affecting the treatment of the Award under the Performance-Based Exception, the Committee, in its sole discretion, may provide for the manner in which performance will be measured against the Performance Goals (or may adjust the Performance Goals) to reflect the impact of specific corporate transactions, accounting or tax law changes, asset write-downs, significant litigation or claim adjustment, foreign exchange gains and losses, disposal of a segment of a business, discontinued operations, refinancing or repurchase of bank loans or debt securities, unbudgeted capital expenditures and other unusual or infrequently occurring events.
|
(vi)
|
Performance-Based Exception
. With respect to any Award that is intended to satisfy the conditions for the Performance-Based Exception under Code Section 162(m): (A) the Committee shall interpret the Plan and this Section 7(d) in light of Code Section 162(m) and the regulations thereunder; (B) the Committee shall not amend the Award in any way that
|
(e)
|
Stock Awards.
|
(i)
|
Grants.
Subject to the provisions of the Plan, Stock Awards consisting of shares of Common Stock may be granted pursuant to this Section 7(e) only to Eligible Persons who are Non-Employee Directors, consultants or advisors to the Company and may not be granted to employees of the Company (including Employee Directors). Stock Awards may be granted either alone or in addition to other Awards made under the Plan.
|
(ii)
|
Terms and Conditions
. The shares of Common Stock subject to a Stock Award shall be immediately vested at the time of grant and nonforfeitable at all times but shall be subject to such other terms and conditions, including restrictions on transferability, as determined by the Committee in its discretion subject to Section 5(c) and the other provisions of the Plan. The shares of Common Stock subject to a Stock Award shall be registered in the name of the Participant.
|
8.
|
Awards to Non-Employee Directors.
|
(a)
|
Awards
. Non-Employee Directors are eligible to receive any type of Award under the Plan, subject to the terms applicable to such Awards under Section 7 for each such category of Award and subject to the limitations set forth in Section 8(c). The Committee retains the discretion to change the amount and terms of the Payment Shares described in Section 8(b) and/or the types of Awards to Non-Employee Directors; provided that any change to the amount of such Non-Employee Director Awards is subject to the limitation in Section 8(c).
|
(b)
|
Payment Shares
. A current or former Non-Employee Director’s interest in phantom shares of Common Stock under the Director Deferral Program, which results from mandatory deferrals of annual Non-Employee Director equity grants and an elective or mandatory deferral of Non-Employee Director cash payments, shall be paid in shares of Common Stock (“Payment Shares”) pursuant to the Plan while the Plan remains in effect, to the extent the Director Deferral Program provides for the stock settlement of such phantom shares. The number of Payment Shares a current or former Non-Employee Director is entitled to receive shall be equal to the number of the Non-Employee Director’s phantom shares of Common
|
(c)
|
Limitations.
The maximum amount of Awards denominated in shares of Common Stock that can be granted to any Non-Employee Director during a single calendar year shall not exceed $500,000 in the aggregate plus an additional $250,000 for one-time Awards in the calendar year in which a Non-Employee Director initially becomes a member of the Board. The maximum amount of any cash retainers, even if electively deferred and paid in shares of Common Stock, that can be granted to any Non-Employee Director during a single calendar year shall not exceed $500,000 in the aggregate. With respect to an Award that is denominated in shares of Common Stock, the value shall be computed based on the grant date fair value in accordance with applicable financial accounting rules.
|
9.
|
Deferred Payments.
|
10.
|
Dilution and Other Adjustments.
|
11.
|
Change in Control.
|
(a)
|
Impact of Event
. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control, the following provisions of this Section 11 shall apply except to the extent an Award agreement provides for a different treatment (in which case the Award agreement shall govern and this Section 11 shall not be applicable):
|
(i)
|
If and to the extent that outstanding Awards under the Plan (A) are assumed by the successor corporation (or affiliate thereto) or continued or (B) are replaced with equity awards that preserve the existing value of the Awards at the time of the Change in Control and provide for subsequent payout in accordance with a vesting schedule and Performance Goals, as applicable, that are the same or more favorable to the Participants than the vesting schedule and Performance Goals applicable to the Awards, then all such Awards or such substitutes thereof shall remain outstanding and be governed by their respective terms and the provisions of the Plan subject to Section 11(a)(iv) below.
|
(ii)
|
If and to the extent that outstanding Awards under the Plan are not assumed, continued or replaced in accordance with Section 11(a)(i) above, then upon the Change in Control the following treatment (referred to as “Change-in-Control Treatment”) shall apply to such Awards: (A) outstanding Options and SARs shall immediately vest and become exercisable; (B) the restrictions and other conditions applicable to outstanding Restricted Shares, Restricted Stock Units and Stock Awards, including vesting requirements, shall immediately lapse; such Awards shall be free of all restrictions and fully vested; and, with respect to Restricted Stock Units, shall be payable immediately in accordance with their terms or, if later, as of the earliest permissible date under Code Section 409A; and (C) outstanding Performance Awards granted under the Plan shall immediately vest and shall become immediately payable in accordance with their terms as if the Performance Goals have been achieved at the target performance level.
|
(iii)
|
If and to the extent that outstanding Awards under the Plan are not assumed, continued or replaced in accordance with Section 11(a)(i) above,
|
(iv)
|
If and to the extent that (A) outstanding Awards are assumed, continued or replaced in accordance with Section 11(a)(i) above and (B) a Participant’s employment with, or performance of services for, the Company is terminated by the Company for any reasons other than Cause or by such Participant for Good Reason, in each case, within the two-year period commencing on the Change in Control, then, as of the date of such Participant’s termination, the Change-in-Control Treatment set forth in Section 11(a)(ii) above shall apply to all assumed or replaced Awards of such Participant then outstanding.
|
(v)
|
Outstanding Options or SARs that are assumed, continued or replaced in accordance with Section 11(a)(i) may be exercised by the Participant in accordance with the applicable terms and conditions of such Award as set forth in the applicable Award agreement or elsewhere; provided, however, that Options or SARs that become exercisable in accordance with Section 11(a)(iv) may be exercised until the expiration of the original full term of such Option or SAR notwithstanding the other original terms and conditions of such Award.
|
(b)
|
Definitions.
|
(i)
|
For purposes of this Section 11, “Change in Control” means the occurrence of any of the following events:
|
(A)
|
acquisition of 20% or more of the outstanding voting securities of PepsiCo by another entity or group; excluding, however, the following (1) any acquisition by PepsiCo or (2) any acquisition by
|
(B)
|
during any consecutive two-year period, persons who constitute the Board at the beginning of the period cease to constitute at least 50% of the Board (unless the election of each new Board member was approved by a majority of directors who began the two-year period);
|
(C)
|
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting shares of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
|
(D)
|
PepsiCo shareholders approve a plan of complete liquidation of PepsiCo or the sale or disposition of all or substantially all of PepsiCo’s assets; or
|
(E)
|
any other event, circumstance, offer or proposal occurs or is made, which is intended to effect a change in the control of PepsiCo, and which results in the occurrence of one or more of the events set forth in clauses (A) through (D) of this Section 11(b)(i).
|
(ii)
|
For purposes of this Section 11, “Cause” means with respect to any Participant, unless otherwise provided in the applicable Award agreement, (A) the Participant’s willful misconduct that materially injures the Company; (B) the Participant’s conviction of a felony or a plea of nolo contendere by Participant with respect to a felony; or (C) the Participant’s continued failure to substantially perform his or her duties with the Company (other than by reason of the Participant’s disability) after written demand by the Company that identifies the manner in which the Company believes that the Participant has not performed his or her duties. A termination for Cause must be communicated to the Participant by written notice that specifies the event or events claimed to provide a basis for termination for Cause.
|
(iii)
|
For purposes of this Section 11, “Good Reason” means with respect to any Participant, unless otherwise provided in the applicable Award agreement, without the Participant’s written consent, (A) the Company’s requiring a material change in the Participant’s principal place of employment as it existed immediately prior to the Change in Control, except for reasonably required travel on the Company’s business that is not materially greater than such travel requirements prior to the Change in Control (for this purpose, a change of 35 or fewer miles shall not be considered a material change in the Participant’s principal place of employment); (B) a material reduction in the Participant’s compensation (within the meaning of Treasury Regulation § 1.409A-1(n)(2)(ii)(A)(1)) as in effect immediately prior to the Change in Control; or (C) a material reduction in the Participant’s job responsibilities, authority or duties with the Company as in effect immediately prior to the Change in Control. A termination for Good Reason must be communicated by the Participant to the Company by written notice that specifies the event or events claimed to provide a basis for termination for Good Reason; provided that the Participant’s written notice must be tendered within ninety (90) days of the occurrence of such event or events and provided further that the Company shall have failed to remedy such act or omission within thirty (30) days following its receipt of such notice. A Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder if the Participant actually terminates employment within fourteen (14) days after the Company’s failure to timely remedy or, if earlier, prior to the second anniversary of the Change in Control.
|
12.
|
Miscellaneous Provisions.
|
(a)
|
Misconduct.
|
(i)
|
Except as otherwise provided in agreements covering Awards hereunder, a Participant shall forfeit all rights in his or her outstanding Awards under the Plan, and all such outstanding Awards shall automatically terminate and lapse, if the Committee determines that such Participant has (A) made unauthorized use or disclosure of confidential information or trade secrets of the Company, (B) breached any contract with or violated any obligation to the Company, including without limitation, a violation of any Company code of conduct, (C) engaged in unlawful trading in the securities of PepsiCo or of another company based on information gained as a result of
|
(ii)
|
In addition, to the extent provided in the applicable Award agreement, in the event any accounting adjustment is required to be made to the Company’s financial results and the Committee determines that an Executive Officer’s gross negligence or misconduct caused or contributed to the need for the accounting adjustment, the Committee may, to the extent determined appropriate by the Committee in its sole discretion to reflect the impact of the accounting adjustment on the Company’s financial results, (A) require such Executive Officer to reimburse the Company for all or a portion of any Award previously paid to such Executive Officer, (B) cause the cancellation of all or a portion of any outstanding Awards held by such Executive Officer or payable to such Executive Officer, and/or (C) require such Executive Officer to reimburse the Company for all or a portion of the gains from the exercise of the Executive Officer’s Options or settlement of any of the Executive Officer’s other Awards realized during the twelve (12)-month period following the first issuance or filing of the financial results required to be adjusted. For purposes of this Section 12(a)(ii), “Executive Officer” means an executive officer of the Company for purposes of Section 16 of the Exchange Act.
|
(iii)
|
The remedies set forth in this Section 12(a) are in addition to any other remedies available under applicable law in the event of misconduct described above.
|
(b)
|
Rights as Shareholder
. Except as otherwise provided herein, a Participant shall have no rights as a holder of Common Stock with respect to Awards hereunder, unless and until the shares of Common Stock have been registered to the Participant as the owner.
|
(c)
|
No Loans.
No loans from the Company to Participants shall be permitted in connection with the Plan.
|
(d)
|
Assignment or Transfer
. Except as otherwise provided under the Plan, no Award under the Plan or any rights or interests therein shall be transferable other than by will or the laws of descent and distribution. The Committee may, in its discretion, provide that an Award (other than an ISO) is transferable without the payment of any consideration to a Participant’s family member, whether directly or by means of a trust or otherwise, subject to such terms and conditions as the Committee may impose. For this purpose, “family member” has the meaning given to such term in the General Instructions to the Form S-8 registration statement under the Securities Act of 1933. All Awards under the Plan shall be exercisable, during the Participant’s lifetime, only by the Participant or a person who is a permitted transferee pursuant to this Section 12(d). Once awarded, the shares of Common Stock (other than Restricted Shares) received by Participants may be freely transferred, assigned, pledged or otherwise subjected to lien, subject to: (i) the transfer restrictions in Sections 7(e)(ii) and 8(c)(i) above; and (ii) the restrictions imposed by the Securities Act of 1933, Section 16 of the Exchange Act and PepsiCo’s Insider Trading Policy, each as amended from time to time.
|
(e)
|
Withholding Taxes.
PepsiCo shall have the right to deduct from all Awards paid in cash to a Participant any taxes required by law to be withheld with respect to such Awards. All statutory minimum applicable withholding taxes arising with respect to Awards paid in shares of Common Stock to a Participant shall be satisfied by PepsiCo retaining shares of Common Stock having a Fair Market Value on the date the tax is to be determined that is equal to the amount of such statutory minimum applicable withholding tax (rounded, if necessary, to the next highest whole number of shares of Common Stock); provided, however, that, subject to any restrictions or limitations that the Committee deems appropriate, a Participant may elect to satisfy such statutory minimum applicable withholding tax through cash or cash proceeds; and, provided, further, however, that to the extent that PepsiCo is able to retain shares of Common Stock having a Fair Market Value that exceeds the statutory minimum applicable withholding tax without financial accounting implications, PepsiCo may retain such number of shares of Common Stock (up to the number of shares having a Fair Market Value equal to the relevant tax liability calculated using the maximum individual statutory rate of tax) as the Company shall determine in its sole discretion to satisfy the tax liability associated with any Award.
|
(f)
|
Currency and Other Restrictions
. The obligations of the Company to make delivery of Awards in cash or Common Stock shall be subject to currency or other restrictions imposed by any governmental authority or regulatory body having jurisdiction over such Awards.
|
(g)
|
No Rights to Awards
. Neither the Plan nor any action taken hereunder shall be construed as giving any person any right to be retained in the employ or service of the Company, and the Plan shall not interfere with or limit in any way the right of the Company to terminate any person’s employment or service at any time. Except as set forth herein, no employee or other person shall have any claim or right to be granted an Award under the Plan. By accepting an Award, the Participant acknowledges and agrees that (i) the Award will be exclusively governed by the terms of the Plan, including the right reserved by the Company to amend or cancel the Plan at any time without the Company incurring liability to the Participant (except, to the extent the terms of the Award so provide, for Awards already granted under the Plan), (ii) Awards are not a constituent part of salary and the Participant is not entitled, under the terms and conditions of employment, or by accepting or being granted Awards under the Plan to require Awards to be granted to him or her in the future under the Plan or any other plan, (iii) the value of Awards received under the Plan shall be excluded from the calculation of termination indemnities or other severance payments or benefits, and (iv) the Participant shall seek all necessary approval under, make all required notifications under, and comply with all laws, rules and regulations applicable to the ownership of Options and shares of Common Stock and the exercise of Options, including, without limitation, currency and exchange laws, rules and regulations.
|
(h)
|
Beneficiary Designation
. To the extent allowed by the Committee, each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named on a contingent or successive basis) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Unless the Committee determines otherwise, each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.
|
(i)
|
Costs and Expenses
. The cost and expenses of administering the Plan shall be borne by PepsiCo and not charged to any Award or to any Participant.
|
(j)
|
Fractional Shares
. Fractional shares of Common Stock shall not be issued or transferred under an Award, but the Committee may direct that cash be paid in lieu of fractional shares or may round off fractional shares, in its discretion.
|
(k)
|
Funding of Plan
. The Plan shall be unfunded and any benefits under the Plan shall represent an unsecured promise to pay by the Company. PepsiCo shall not be required to establish or fund any special or separate account or to make any other segregation of assets to assure the payment of any Award under the Plan and the existence of any such account or other segregation of assets shall be consistent with the “unfunded” status of the Plan.
|
(l)
|
Indemnification
. Provisions for the indemnification of officers and directors of the Company in connection with the administration of the Plan shall be as set forth in PepsiCo’s Certificate of Incorporation and Bylaws as in effect from time to time.
|
(m)
|
Successors
. All obligations of PepsiCo under the Plan with respect to Awards granted hereunder shall be binding on any successor to PepsiCo, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of PepsiCo.
|
(n)
|
Compliance with Code Section 409A
. The Plan is intended to satisfy the requirements of Code Section 409A and any regulations or guidance that may be adopted thereunder from time to time, including any transition relief available under applicable guidance related to Code Section 409A. Accordingly, to ensure the exemption from Code Section 409A of potentially exempt Awards and the compliance with Code Section 409A of other Awards, any payment that under the terms of the Plan or an agreement is to be made as soon as practicable relative to a date shall be made not later than 60 days after such date, and the Participant may not determine the time of payment. Pursuant to Section 13(b), the Plan may be amended or interpreted by the Committee as it determines necessary or appropriate in accordance with Code Section 409A and to avoid a plan failure under Code Section 409A(a)(1). If a Participant is a “specified employee” as defined in Code Section 409A at the time of the Participant’s separation from service with the Company, then solely to the extent necessary to avoid the imposition of any additional tax under Code Section 409A, the commencement of any payments or benefits under an Award shall be deferred until the date that is six months following the Participant’s separation from service (or such other period as required to comply with Code Section 409A).
|
13.
|
Effective Date, Governing Law, Amendments and Termination.
|
(a)
|
Effective Date
. The Plan in its original form became effective on May 2, 2007, the date on which it was initially approved by PepsiCo’s shareholders, and was subsequently amended by the Board on September 13, 2007 and September 12, 2008. The Plan was subsequently amended and restated by the Board on March 12, 2010, became effective in its amended form upon its approval by PepsiCo’s shareholders on May 5, 2010, and was subsequently amended by the Committee on March 13, 2014. The Plan was amended and restated by the Board on March 3, 2016, subject to the approval by a majority of PepsiCo’s shareholders present and entitled to vote thereon at the May 4, 2016 Annual Meeting of Shareholders of the Company. This amendment and restatement of the Plan that was approved on May 4, 2016 applies to Awards made after May 4, 2016 and, except to the extent it would adversely affect the rights of Participants with respect to Awards made prior to such date (or be a “material modification” of such Awards within the meaning of Code Section 409A), shall also apply to Awards outstanding as of May 4, 2016. This amendment and restatement was subsequently amended and restated effective December 20, 2017, pursuant to the direction of the Committee, by the Committee’s authorized delegate, PepsiCo’s Executive Vice President and Chief Human Resources Officer.
|
(b)
|
Amendments.
The Committee or the Board may at any time terminate or from time to time amend the Plan in whole or in part, but no such action shall adversely affect any rights or obligations with respect to any Awards granted prior to the date of such termination or amendment without the consent of the affected Participant except to the extent that the Committee reasonably determines that such termination or amendment is necessary or appropriate to comply with applicable law (including the provisions of Code Section 409A and the regulations thereunder pertaining to the deferral of compensation) or the rules and regulations of any stock exchange on which Common Stock is listed or quoted. Notwithstanding the foregoing, unless PepsiCo’s shareholders shall have first approved the amendment, no amendment of the Plan shall be effective if the amendment would (i) increase the maximum number of shares of Common Stock that may be delivered under the Plan or to any one individual (except to the extent such amendment is made pursuant to Section 10 hereof), (ii) extend the maximum period during which Awards may be granted under the Plan, (iii) add to the types of awards that can be made under the Plan, (iv) change the Performance Measures pursuant to which Performance Awards are earned, (v) modify the requirements as to eligibility for participation in the Plan, (vi) decrease the grant or exercise price of any Option or SAR to less than the Fair Market Value on the date of grant
|
(c)
|
Governing Law
. Except as otherwise provided in agreements covering Awards hereunder, all questions pertaining to the construction, interpretation, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of North Carolina without giving effect to conflict of laws principles.
|
(d)
|
Termination
. No Awards shall be made under the Plan after May 4, 2026.
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
(a)
|
|
$
|
9,602
|
|
|
$
|
8,553
|
|
|
$
|
7,442
|
|
|
$
|
8,757
|
|
|
$
|
8,891
|
|
Unconsolidated affiliates’ interests, net
|
|
(45
|
)
|
|
(99
|
)
|
|
(71
|
)
|
|
(115
|
)
|
|
(25
|
)
|
|||||
Amortization of capitalized interest
|
|
6
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
5
|
|
|||||
Interest expense
(b)
|
|
1,151
|
|
|
1,109
|
|
|
970
|
|
|
909
|
|
|
911
|
|
|||||
Interest portion of rent expense
(c)
|
|
247
|
|
|
234
|
|
|
232
|
|
|
236
|
|
|
213
|
|
|||||
Earnings available for fixed charges
|
|
$
|
10,961
|
|
|
$
|
9,803
|
|
|
$
|
8,579
|
|
|
$
|
9,793
|
|
|
$
|
9,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
(b)
|
|
$
|
1,151
|
|
|
$
|
1,109
|
|
|
$
|
970
|
|
|
$
|
909
|
|
|
$
|
911
|
|
Capitalized interest
|
|
13
|
|
|
9
|
|
|
8
|
|
|
9
|
|
|
7
|
|
|||||
Interest portion of rent expense
(c)
|
|
247
|
|
|
234
|
|
|
232
|
|
|
236
|
|
|
213
|
|
|||||
Total fixed charges
|
|
$
|
1,411
|
|
|
$
|
1,352
|
|
|
$
|
1,210
|
|
|
$
|
1,154
|
|
|
$
|
1,131
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
(d)
|
|
7.77
|
|
|
7.25
|
|
|
7.09
|
|
|
8.49
|
|
|
8.84
|
|
(a)
|
Income before income taxes for the year ended December 26, 2015 included a pre-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.
|
(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. In the year ended December 31, 2016 pre-tax charges related to the debt redemption of $233 million were excluded from interest expense.
|
(c)
|
One-third of rent expense is the portion deemed representative of the interest factor.
|
(d)
|
Based on unrounded amounts.
|
NAME OF ENTITY
|
JURISDICTION
|
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
|
Amavale Agricola Ltda.
|
Brazil
|
Anderson Hill Insurance Limited
|
Bermuda
|
Aquafina Inversiones, S.L.
|
Spain
|
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
|
Bolsherechensky 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, LLC
|
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
|
Comercializadora Nacional SAS Ltda.
|
Colombia
|
NAME OF ENTITY
|
JURISDICTION
|
Comercializadora PepsiCo Mexico, S de R.L. de C.V.
|
Mexico
|
Compania de Bebidas PepsiCo, S.L.
|
Spain
|
Concentrate Holding Uruguay Pte. Ltd.
|
Singapore
|
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
|
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
|
Dominion Investments S.à r.l
|
Luxembourg
|
Donon Holdings Limited
|
Cyprus
|
Drinkfinity USA, Inc.
|
United States, Delaware
|
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
|
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
|
Frito-Lay Dip Company, Inc.
|
United States, Delaware
|
Frito-Lay Dominicana, S.A.
|
Dominican Republic
|
Frito-Lay Global Investments B.V.
|
Netherlands
|
NAME OF ENTITY
|
JURISDICTION
|
Frito-Lay Investments B.V.
|
Netherlands
|
Frito-Lay Manufacturing LLC
|
Russia
|
Frito-Lay Netherlands Holding B.V.
|
Netherlands
|
Frito-Lay North America, Inc.
|
United States, Delaware
|
Frito-Lay Poland Sp.z.o.o.
|
Poland
|
Frito-Lay Sales, Inc.
|
United States, Delaware
|
Frito-Lay Trading Company (Europe) GmbH
|
Switzerland
|
Frito-Lay Trading Company (Poland) GmbH
|
Switzerland
|
Frito-Lay Trading Company GmbH
|
Switzerland
|
Frito-Lay Trinidad Unlimited
|
Trinidad And Tobago
|
Frito-Lay, Inc.
|
United States, Delaware
|
Fruko Mesrubat Sanayi Limited Sirketi
|
Turkey
|
Fundacion Frito Lay de Guatemala
|
Guatemala
|
Fundacion Frito Lay Dominicana
|
Dominican Republic
|
Fundacion PepsiCo
|
Peru
|
Fundacion PepsiCo de Argentina
|
Argentina
|
Fundacion PepsiCo Mexico, A.C.
|
Mexico
|
Gambrinus Investments Limited
|
Cayman Islands
|
Gamesa LLC
|
United States, Delaware
|
Gamesa, S. de R.L. de C.V.
|
Mexico
|
Gas Natural de Merida, S. A. de C. V.
|
Mexico
|
Gatika Inversiones, S.L.
|
Spain
|
Gatorade Puerto Rico Company
|
United States, Delaware
|
GB Czech, LLC
|
United States, Delaware
|
GB International, Inc.
|
United States, Delaware
|
GB Russia LLC
|
United States, Delaware
|
GB Slovak, LLC
|
United States, Delaware
|
General Bottlers of Hungary, Inc.
|
United States, Delaware
|
Golden Grain Company
|
United States, California
|
Goveh S.R.L.
|
Peru
|
Grayhawk Leasing, LLC
|
United States, Delaware
|
Green Hemlock International, LLC
|
United States, Delaware
|
Greip Inversiones, S.L.
|
Spain
|
Grupo Frito Lay y Compania Limitada
|
Guatemala
|
Grupo Gamesa, S. de R.L. de C.V.
|
Mexico
|
Grupo Sabritas, S. de R.L. de C.V.
|
Mexico
|
Gulkevichskiy Maslozavod, JSC
|
Russia
|
Heathland, LP
|
United States, Delaware
|
Helioscope Limited
|
Cyprus
|
Hillbrook, Inc.
|
United States, Vermont
|
Hillwood Bottling, LLC
|
United States, Delaware
|
Holding Company "Opolie" JSC
|
Russia
|
Homefinding Company of Texas
|
United States, Texas
|
Hudson Valley Insurance Company
|
United States, New York
|
IC Equities, Inc.
|
United States, Delaware
|
Inmobiliaria Interamericana, S.A. De C.V.
|
Mexico
|
Integrated Beverage Services (Bangladesh) Limited
|
Bangladesh
|
Integrated Foods & Beverages Pvt. Ltd.
|
Bangladesh
|
International Bottlers Management Co. LLC
|
United States, Delaware
|
NAME OF ENTITY
|
JURISDICTION
|
International Bottlers-Almaty Limited Liability Partnership
|
Kazakhstan
|
International KAS Aktiengesellschaft
|
Liechtenstein
|
International Refreshment (Thailand) Co., Ltd.
|
Thailand
|
Inversiones Borneo S.R.L.
|
Peru
|
Inversiones PFI Chile Limitada
|
Chile
|
Inviting Foods Holdings, Inc.
|
United States, Delaware
|
Inviting Foods LLC
|
United States, Delaware
|
IZZE Beverage Co.
|
United States, Delaware
|
Jatabe Inversiones, S.L.
|
Spain
|
Jugodesalud Inversiones, S.L.
|
Spain
|
Jungla Mar del Sur, S.A.
|
Costa Rica
|
KAS Anorthosis S.à r.l
|
Luxembourg
|
KAS S.L.
|
Spain
|
KeVita, Inc.
|
United States, California
|
KRJ Holdings, S. de R.L. de C.V.
|
Mexico
|
Kungursky Molkombinat, JSC
|
Russia
|
Lacenix Cia. Ltda.
|
Ecuador
|
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 "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
|
Matudis - Comercio de Produtos Alimentares, Limitada
|
Portugal
|
Matutano - Sociedade de Produtos Alimentares, Lda.
|
Portugal
|
Mid-America Improvement Corporation
|
United States, Illinois
|
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
|
NAME OF ENTITY
|
JURISDICTION
|
New Bern Transport Corporation
|
United States, Delaware
|
New Century Beverage Company, LLC
|
United States, Delaware
|
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 Unlimited Company
|
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 Unlimited Company
|
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 Beverages Holdings, Inc.
|
United States, Delaware
|
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 Limited Sirketi
|
Turkey
|
Pepsi Cola Trading Ireland
|
Ireland
|
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
|
NAME OF ENTITY
|
JURISDICTION
|
PepsiAmericas Nemzetkozi Szolgaltato Korlatolt Felelossegu Tarsasag
|
Hungary
|
PepsiCo (China) Limited
|
China
|
PepsiCo (Gibraltar) Limited
|
Gibraltar
|
PepsiCo (Ireland) Unlimited Company
|
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 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 Austria Services GmbH
|
Austria
|
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 Indústria e Comércio de Alimentos Ltda.
|
Brazil
|
PepsiCo do Brasil Ltda.
|
Brazil
|
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.
|
Curacao
|
PepsiCo Finance (Antilles A) N.V.
|
United States, Delaware
|
NAME OF ENTITY
|
JURISDICTION
|
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 Food & Beverage Holdings Hong Kong Limited
|
Hong Kong
|
PepsiCo Foods (China) Company Limited
|
China
|
PepsiCo Foods (Private) Limited
|
Pakistan
|
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 Global Trading Solutions Unlimited Company
|
Ireland
|
PepsiCo Golden Holdings, Inc.
|
United States, Delaware
|
PepsiCo Group Finance International B.V.
|
Netherlands
|
PepsiCo Group Finance International S.à r.l.
|
Luxembourg
|
PepsiCo Group Holdings International B.V.
|
Netherlands
|
PepsiCo Group Holdings International S.à r.l.
|
Luxembourg
|
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 India Sales 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 Unlimited Company
|
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
|
PepsiCo Max B.V.
|
Netherlands
|
PepsiCo Mexico R&D Biscuits, S.C.
|
Mexico
|
PepsiCo Mexico R&D Savory, S.C.
|
Mexico
|
NAME OF ENTITY
|
JURISDICTION
|
PepsiCo Nederland B.V.
|
Netherlands
|
PepsiCo Nordic Denmark ApS
|
Denmark
|
PepsiCo Nordic Finland Oy
|
Finland
|
PepsiCo Nordic Norway AS
|
Norway
|
PepsiCo Nutrition Trading DMCC
|
United Arab Emirates
|
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 Twist B.V.
|
Netherlands
|
PepsiCo UK Pension Plan Trustee Limited
|
United Kingdom
|
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 (Private) Limited
|
Pakistan
|
Pepsi-Cola International Limited
|
Bermuda
|
Pepsi-Cola International Limited (U.S.A.)
|
United States, Delaware
|
Pepsi-Cola International, Cork
|
Ireland
|
Pepsi-Cola Kft.
|
Hungary
|
Pepsi-Cola Korea Co., Ltd.
|
Korea, Republic Of
|
Pepsi-Cola Maghreb
|
Morocco
|
Pepsi-Cola Management and Administrative Services, Inc.
|
United States, Delaware
|
Pepsi-Cola Manufacturing (Ireland) Unlimited Company
|
Ireland
|
Pepsi-Cola Manufacturing (Mediterranean) Limited
|
Bermuda
|
NAME OF ENTITY
|
JURISDICTION
|
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 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
|
Portfolio Concentrate Solutions Unlimited Company
|
Ireland
|
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
|
Quadrant - Amroq Beverages S.R.L.
|
Romania
|
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
|
NAME OF ENTITY
|
JURISDICTION
|
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 Sales & Distribution, Inc.
|
United States, Delaware
|
Raptas Finance S.à r.l.
|
Luxembourg
|
Rare Fare Foods, LLC
|
United States, Delaware
|
Rare Fare Holdings, Inc.
|
United States, Delaware
|
Rasines Inversiones, S.L.
|
Spain
|
Real Estate Holdings, LLC
|
Puerto Rico
|
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 Gamesa Puerto Rico, L.L.C.
|
Puerto Rico
|
Servicios GBF, Sociedad de Responsabilidad Limitada
|
Honduras
|
Servicios GFLG y Compania Limitada
|
Guatemala
|
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
|
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
|
NAME OF ENTITY
|
JURISDICTION
|
South Beach Beverage Company, Inc.
|
United States, Delaware
|
South Properties, Inc.
|
United States, Illinois
|
Spruce Limited
|
Cayman Islands
|
Stacy's Pita Chip Company, Incorporated
|
United States, Massachusetts
|
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
|
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 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
|
VentureCo (Israel) Ltd
|
Israel
|
Veurne Snack Foods BVBA
|
Belgium
|
Vitamin Brands Ltd.
|
United Kingdom
|
Walkers Crisps Limited
|
United Kingdom
|
Walkers Group Limited
|
United Kingdom
|
Walkers Snack Foods 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 Foods LLC
|
Russia
|
NAME OF ENTITY
|
JURISDICTION
|
Wimm-Bill-Dann Georgia Ltd.
|
Georgia
|
Wimm-Bill-Dann JSC
|
Russia
|
Wimm-Bill-Dann Ukraine, PJSC
|
Ukraine
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-216082
|
•
|
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 (Teamster Local Union #173) and the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates, 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, the Automatic Shelf Registration Statement No. 333-197640 relating to the offer and sale of PepsiCo Common Stock, Debt Securities, Warrants and Units, and the Automatic Shelf Registration Statement No. 333-216082 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;
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(v)
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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;
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(vi)
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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
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(vii)
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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;
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(viii)
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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”);
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(ix)
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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;
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(x)
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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;
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(xi)
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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;
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(xii)
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Registration Statement No. 333-87526 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo Share Award Plan;
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(xiii)
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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;
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(xiv)
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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;
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(xv)
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Registration Statement No. 333-165176 relating to the offer and sale of PepsiCo Common Stock under the PepsiAmericas, Inc. 2000 Stock Incentive Plan;
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(xvi)
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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
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(xvii)
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the Annual Report on Form 10-K for the fiscal year ended December 30, 2017 and 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;
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PepsiCo, Inc.
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February 13, 2018
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By:
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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
Chief Executive Officer
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/s/ Indra K. Nooyi
Indra K. Nooyi
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Chairman of the Board of Directors and Chief Executive Officer
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February 13, 2018
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/s/ Hugh F. Johnston
Hugh F. Johnston
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Vice Chairman,
Executive Vice President and Chief Financial Officer
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February 13, 2018
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/s/ Marie T. Gallagher
Marie T. Gallagher
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Senior Vice President and Controller (Principal Accounting Officer)
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February 13, 2018
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/s/ Shona L. Brown
Shona L. Brown
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Director
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February 13, 2018
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/s/ George W. Buckley
George W. Buckley
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Director
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February 13, 2018
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/s/ Cesar Conde
Cesar Conde
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Director
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February 13, 2018
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/s/ Ian M. Cook
Ian M. Cook
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Director
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February 13, 2018
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/s/ Dina Dublon
Dina Dublon
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Director
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February 13, 2018
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/s/ Richard W. Fisher
Richard W. Fisher
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Director
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February 13, 2018
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/s/ William R. Johnson
William R. Johnson
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Director
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February 13, 2018
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/s/ David C. Page
David C. Page
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Director
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February 13, 2018
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/s/ Robert C. Pohlad
Robert C. Pohlad
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Director
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February 13, 2018
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/s/ Daniel Vasella
Daniel Vasella
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Director
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February 13, 2018
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/s/ Darren Walker
Darren Walker
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Director
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February 13, 2018
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/s/ Alberto Weisser
Alberto Weisser
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Director
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February 13, 2018
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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.
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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.
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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)
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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)
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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 13, 2018
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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.
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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.
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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)
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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)
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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 13, 2018
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/s/ Hugh F. Johnston
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Hugh F. Johnston
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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Date: February 13, 2018
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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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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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Date: February 13, 2018
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/s/ Hugh F. Johnston
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Hugh F. Johnston
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Chief Financial Officer
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