ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
North Carolina
(State or Other Jurisdiction of Incorporation or Organization)
|
|
13-1584302
(I.R.S. Employer Identification No.)
|
700 Anderson Hill Road, Purchase, New York
(Address of Principal Executive Offices)
|
|
10577
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value 1-2/3 cents per share
|
|
The Nasdaq Stock Market LLC
|
2.500% Senior Notes Due 2022
|
|
The Nasdaq Stock Market LLC
|
1.750% Senior Notes Due 2021
|
|
The Nasdaq Stock Market LLC
|
2.625% Senior Notes Due 2026
|
|
The Nasdaq Stock Market LLC
|
0.875% Senior Notes Due 2028
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
||
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
||
|
|
Emerging growth company
¨
|
PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
1)
|
Frito-Lay North America (FLNA), which includes our branded food and snack businesses in the United States and Canada;
|
2)
|
Quaker Foods North America (QFNA), which includes our cereal, rice, pasta and other branded food businesses in the United States and Canada;
|
3)
|
North America Beverages (NAB), which includes our beverage businesses in the United States and Canada;
|
4)
|
Latin America, which includes all of our beverage, food and snack businesses in Latin America;
|
5)
|
Europe Sub-Saharan Africa (ESSA), which includes all of our beverage, food and snack businesses in Europe and Sub-Saharan Africa; and
|
6)
|
Asia, Middle East and North Africa (AMENA), which includes all of our beverage, food and snack
|
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Shared
(a)
|
Plants
(b)
|
35
|
|
5
|
|
65
|
|
45
|
|
85
|
|
45
|
|
5
|
Other Facilities
(c)
|
1,660
|
|
4
|
|
440
|
|
575
|
|
350
|
|
335
|
|
45
|
(a)
|
Shared properties are in addition to the other properties reported by our six divisions identified in this table.
|
(b)
|
Includes manufacturing and processing plants as well as bottling and production plants.
|
(c)
|
Includes warehouses, distribution centers, storage facilities, offices, including division headquarters, research and development facilities and other facilities.
|
•
|
FLNA’s research and development facility in Plano, Texas, which is owned.
|
•
|
QFNA’s food plant in Cedar Rapids, Iowa, which is owned.
|
•
|
NAB’s research and development facility in Valhalla, New York, and a Tropicana plant in Bradenton, Florida, both of which are owned.
|
•
|
Latin America’s three snack plants in Mexico (one in Vallejo, one in Celaya and one in Obregón) and one in Brazil (Sorocaba), all of which are owned.
|
•
|
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.
|
•
|
AMENA’s two beverage plants in Egypt (one in Tanta City and one in Sixth of October City) and its snack plant in Wuhan, China, all of which are owned; and its snack plant in Riyadh, Saudi Arabia, which is leased.
|
•
|
Two concentrate plants in Cork, Ireland, which are shared by our NAB, ESSA and AMENA segments, both of which are owned; and one in Singapore, which is shared by our NAB and AMENA segments, which is leased.
|
•
|
Shared service centers in Winston-Salem, North Carolina, and Plano, Texas, which are primarily shared by our FLNA, QFNA and NAB segments, both of which are leased.
|
Name
|
Age
|
Title
|
Marie T. Gallagher
|
59
|
Senior Vice President and Controller, PepsiCo
|
Hugh F. Johnston
|
57
|
Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo
|
Dr. Mehmood Khan
|
60
|
Vice Chairman, PepsiCo; Executive Vice President, PepsiCo Chief Scientific Officer, Global Research and Development
|
Ramon Laguarta
|
55
|
Chairman of the Board of Directors and Chief Executive Officer, PepsiCo
|
Laxman Narasimhan
|
51
|
Chief Executive Officer, Latin America, Europe and Sub-Saharan Africa
|
Silviu Popovici
|
51
|
President, Europe Sub-Saharan Africa
|
Vivek Sankaran
|
56
|
Chief Executive Officer, Frito-Lay North America
|
Ronald Schellekens
|
54
|
Executive Vice President and Chief Human Resources Officer, PepsiCo
|
Mike Spanos
|
54
|
Chief Executive Officer, Asia, Middle East and North Africa
|
Kirk Tanner
|
50
|
Chief Executive Officer, North America Beverages
|
David Yawman
|
50
|
Executive Vice President, Government Affairs, General Counsel and Corporate Secretary, PepsiCo
|
Period
|
Total
Number of
Shares
Repurchased
(a)
|
|
Average
Price Paid
Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
(b)
|
||||||
9/8/2018
|
|
|
|
|
|
|
$
|
14,631
|
|
||||
|
|
|
|
|
|
|
|
||||||
9/9/2018 - 10/6/2018
|
1.3
|
|
|
$
|
112.64
|
|
|
1.3
|
|
|
(147
|
)
|
|
|
|
|
|
|
|
|
14,484
|
|
|||||
10/7/2018 - 11/3/2018
|
1.3
|
|
|
$
|
110.39
|
|
|
1.3
|
|
|
(145
|
)
|
|
|
|
|
|
|
|
|
14,339
|
|
|||||
11/4/2018 - 12/1/2018
|
1.4
|
|
|
$
|
116.68
|
|
|
1.4
|
|
|
(163
|
)
|
|
|
|
|
|
|
|
|
14,176
|
|
|||||
12/2/2018 - 12/29/2018
|
0.8
|
|
|
$
|
116.99
|
|
|
0.8
|
|
|
(92
|
)
|
|
Total
|
4.8
|
|
|
$
|
113.91
|
|
|
4.8
|
|
|
$
|
14,084
|
|
(a)
|
All shares were repurchased in open market transactions pursuant to publicly announced repurchase programs.
|
(b)
|
Represents shares authorized for repurchase under the $
15 billion
repurchase program authorized by our Board of Directors and publicly announced on February 13, 2018, which commenced on July 1, 2018 and will expire on June 30, 2021. Such shares may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net revenue
(a)
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
63,056
|
|
|
$
|
66,683
|
|
Operating profit
(b)
|
$
|
10,110
|
|
|
$
|
10,276
|
|
|
$
|
9,804
|
|
|
$
|
8,274
|
|
|
$
|
9,755
|
|
(Benefit from)/provision for income taxes
(c)
|
$
|
(3,370
|
)
|
|
$
|
4,694
|
|
|
$
|
2,174
|
|
|
$
|
1,941
|
|
|
$
|
2,199
|
|
Net income attributable to PepsiCo
(c)
|
$
|
12,515
|
|
|
$
|
4,857
|
|
|
$
|
6,329
|
|
|
$
|
5,452
|
|
|
$
|
6,513
|
|
Net income attributable to PepsiCo per common share – basic
(c)
|
$
|
8.84
|
|
|
$
|
3.40
|
|
|
$
|
4.39
|
|
|
$
|
3.71
|
|
|
$
|
4.31
|
|
Net income attributable to PepsiCo per common share – diluted
(c)
|
$
|
8.78
|
|
|
$
|
3.38
|
|
|
$
|
4.36
|
|
|
$
|
3.67
|
|
|
$
|
4.27
|
|
Cash dividends declared per common share
|
$
|
3.5875
|
|
|
$
|
3.1675
|
|
|
$
|
2.96
|
|
|
$
|
2.7625
|
|
|
$
|
2.5325
|
|
Total assets
|
$
|
77,648
|
|
|
$
|
79,804
|
|
|
$
|
73,490
|
|
|
$
|
68,976
|
|
|
$
|
69,634
|
|
Long-term debt
|
$
|
28,295
|
|
|
$
|
33,796
|
|
|
$
|
30,053
|
|
|
$
|
29,213
|
|
|
$
|
23,821
|
|
(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.
|
(b)
|
Our fiscal
results prior to 2018 reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(c)
|
Our fiscal 2018 results include other net tax benefits related to the reorganization of our international operations. Our fiscal 2018 and 2017 results include the impact of the TCJ Act. See Note 5 to our consolidated financial statements.
|
|
2018
|
||||||||||||||||||||||||||
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
Interest expense
|
|
Benefit from income taxes
(d)
|
|
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
(e)
|
$
|
(163
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
(125
|
)
|
|
$
|
(0.09
|
)
|
Restructuring and impairment charges
(f)
|
$
|
(272
|
)
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
1
|
|
|
$
|
(251
|
)
|
|
$
|
(0.18
|
)
|
Merger and integration charges
(g)
|
$
|
(75
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(75
|
)
|
|
$
|
(0.05
|
)
|
Net tax benefit related to the TCJ Act
(h)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
0.02
|
|
Other net tax benefits
(i)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,064
|
|
|
$
|
—
|
|
|
$
|
5,064
|
|
|
$
|
3.55
|
|
Charges related to cash tender and exchange offers
(j)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(253
|
)
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
(191
|
)
|
|
$
|
(0.13
|
)
|
Tax reform bonus
(k)
|
$
|
(87
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
(0.05
|
)
|
Gains on beverage refranchising
(l)
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
0.12
|
|
Gains on sale of assets
(m)
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
0.04
|
|
|
2017
|
||||||||||||||||||
|
Operating profit
(b)
|
|
Other pension and retiree medical benefits income
(b)
|
|
Provision for income
taxes
(d)
|
|
Net income attributable to PepsiCo
|
|
Net income attributable to PepsiCo per common share – diluted
|
||||||||||
Mark-to-market net impact
(e)
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
8
|
|
|
$
|
0.01
|
|
Restructuring and impairment charges
(f)
|
$
|
(229
|
)
|
|
$
|
(66
|
)
|
|
$
|
71
|
|
|
$
|
(224
|
)
|
|
$
|
(0.16
|
)
|
Provisional net tax expense related to the TCJ Act
(h)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,451
|
)
|
|
$
|
(2,451
|
)
|
|
$
|
(1.70
|
)
|
Gain on sale of Britvic plc (Britvic) securities
(n)
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
85
|
|
|
$
|
0.06
|
|
Gain on beverage refranchising
(l)
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
107
|
|
|
$
|
0.07
|
|
Gain on sale of assets
(m)
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
62
|
|
|
$
|
0.04
|
|
|
2016
|
||||||||||||||||||||||||||
|
Operating profit
(b)
|
|
Other pension and retiree medical benefits expense
(b)
|
|
Interest expense
|
|
Provision for income taxes
(d)
|
|
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
(e)
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
0.08
|
|
Restructuring and impairment charges
(f)
|
$
|
(155
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
3
|
|
|
$
|
(131
|
)
|
|
$
|
(0.09
|
)
|
Charge related to the transaction with Tingyi
(o)
|
$
|
(373
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(373
|
)
|
|
$
|
(0.26
|
)
|
Charge related to debt redemption
(j)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(233
|
)
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
(156
|
)
|
|
$
|
(0.11
|
)
|
Pension-related settlement charge
(p)
|
$
|
—
|
|
|
$
|
(242
|
)
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
(162
|
)
|
|
$
|
(0.11
|
)
|
53
rd
reporting week
(q)
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
(44
|
)
|
|
$
|
(1
|
)
|
|
$
|
62
|
|
|
$
|
0.04
|
|
|
2015
|
||||||||||||||||||
|
Operating profit
(b)
|
|
Other pension and retiree medical benefits income
(b)
|
|
Provision for income
taxes
(d)
|
|
Net income attributable to PepsiCo
|
|
Net income attributable to PepsiCo per common share
–
diluted
|
||||||||||
Mark-to-market net impact
(e)
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
Restructuring and impairment charges
(f)
|
$
|
(207
|
)
|
|
$
|
(23
|
)
|
|
$
|
46
|
|
|
$
|
(184
|
)
|
|
$
|
(0.12
|
)
|
Charge related to the transaction with Tingyi
(o)
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
(0.05
|
)
|
Pension-related settlement benefits
(p)
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
42
|
|
|
$
|
0.03
|
|
Venezuela impairment charges
(r)
|
$
|
(1,359
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,359
|
)
|
|
$
|
(0.91
|
)
|
Tax benefit
(i)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230
|
|
|
$
|
230
|
|
|
$
|
0.15
|
|
Müller Quaker Dairy (MQD) impairment
(s)
|
$
|
(76
|
)
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
(48
|
)
|
|
$
|
(0.03
|
)
|
Gain on beverage refranchising
(l)
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
28
|
|
|
$
|
0.02
|
|
Other productivity initiatives
(t)
|
$
|
(90
|
)
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
(66
|
)
|
|
$
|
(0.04
|
)
|
Joint venture impairment charge
(u)
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
(0.02
|
)
|
|
2014
|
||||||||||||||||||||||
|
Operating profit
(b)
|
|
Other pension and retiree medical benefits expense
(b)
|
|
Provision for income taxes
(d)
|
|
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
(e)
|
$
|
(68
|
)
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
(0.03
|
)
|
Restructuring and impairment charges
(f)
|
$
|
(384
|
)
|
|
$
|
(34
|
)
|
|
$
|
99
|
|
|
$
|
3
|
|
|
$
|
(316
|
)
|
|
$
|
(0.21
|
)
|
Pension-related settlement charge
(p)
|
$
|
—
|
|
|
$
|
(141
|
)
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
(88
|
)
|
|
$
|
(0.06
|
)
|
Venezuela remeasurement charge
(v)
|
$
|
(105
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(105
|
)
|
|
$
|
(0.07
|
)
|
Gain on sale of assets
(m)
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
0.02
|
|
Other productivity initiatives
(t)
|
$
|
(67
|
)
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
|
$
|
(0.04
|
)
|
(d)
|
Benefit from/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.
|
(e)
|
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses.
|
(f)
|
Expenses related to the 2019 Multi-Year Productivity Plan (2019 Productivity Plan), 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 for further discussion of our 2019 and 2014 Productivity Plans.
|
(g)
|
In 2018, merger and integration charges related to our acquisition of SodaStream. $57 million of this charge was recorded in the ESSA segment, with the balance recorded in corporate unallocated expenses. See Note 14 to our consolidated financial statements.
|
(h)
|
In 2018, a net tax benefit and, in 2017, a provisional net tax expense, each associated with the enactment of the TCJ Act. See Note 5 to our consolidated financial statements.
|
(i)
|
In 2018, other net tax benefits of $4.3 billion resulting from the reorganization of our international operations, including the intercompany transfer of certain intangible assets. Also in 2018, non-cash tax benefits of $717 million associated with both the conclusion of certain international tax audits and our agreement with the IRS resolving all open matters related to the audits of taxable years 2012 and 2013. See Note 5 to our consolidated financial statements.
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.
|
(j)
|
In 2018, interest expense in connection with our cash tender and exchange offers, primarily representing the tender price paid over the carrying value of the tendered notes.
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.
|
(k)
|
In 2018, bonus extended to certain U.S. employees in connection with the TCJ Act in the following segments: $44 million in FLNA, $2 million in QFNA and $41 million in NAB.
|
(l)
|
In 2018, gains of $58 million and $144 million associated with refranchising our entire beverage bottling operations and snack distribution operations in
Czech Republic, Hungary and Slovakia (CHS)
in the ESSA segment and refranchising a portion of our beverage business in Thailand in the AMENA segment, respectively. In 2017, gain in the AMENA segment associated with refranchising a portion of our beverage business in Jordan. See Note 14 to our consolidated financial statements.
In 2015, gain in the AMENA segment associated with refranchising a portion of our beverage businesses in India.
|
(m)
|
In 2018, gains associated with the sale of assets in the following segments: $64 million in NAB and $12 million in AMENA. 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.
|
(n)
|
In 2017, gain in the ESSA segment associated with the sale of our minority stake in Britvic.
|
(o)
|
In 2016, impairment charge in the AMENA segment to reduce the value of our 5% indirect equity interest in KSF Beverage Holding Co., Ltd. (KSFB), formerly known as Tingyi-Asahi Beverages Holding Co. Ltd., to its estimated fair value. See Note 9 to our consolidated financial statements. In 2015, write-off in the AMENA segment of the value of a call option to increase our holding in KSFB to 20%.
|
(p)
|
In 2016, pension settlement charge 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 charge related to payments for pension liabilities to certain former employees who had vested benefits.
|
(q)
|
Our fiscal 2016 results included the 53
rd
reporting week, the impact of which was fully offset by incremental investments in our business.
|
(r)
|
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.
|
(s)
|
In 2015, impairment charges in the QFNA segment associated with our MQD joint venture investment, including a charge related to ceasing its operations.
|
(t)
|
In 2015 and 2014, expenses related to other productivity initiatives outside the scope of the 2014 and 2012 Productivity Plans.
|
(u)
|
In 2015, impairment charge in the AMENA segment associated with a joint venture in the Middle East.
|
(v)
|
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.
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
||||||||
Net revenue
|
$
|
12,562
|
|
|
$
|
16,090
|
|
|
$
|
16,485
|
|
|
$
|
19,524
|
|
|
$
|
12,049
|
|
|
$
|
15,710
|
|
|
$
|
16,240
|
|
|
$
|
19,526
|
|
Gross profit
(a)
|
$
|
6,907
|
|
|
$
|
8,827
|
|
|
$
|
8,958
|
|
|
$
|
10,588
|
|
|
$
|
6,759
|
|
|
$
|
8,651
|
|
|
$
|
8,872
|
|
|
$
|
10,447
|
|
Operating profit
(a)
|
$
|
1,807
|
|
|
$
|
3,028
|
|
|
$
|
2,844
|
|
|
$
|
2,431
|
|
|
$
|
1,863
|
|
|
$
|
2,919
|
|
|
$
|
2,924
|
|
|
$
|
2,570
|
|
Mark-to-market net impact
(b)
|
$
|
(31
|
)
|
|
$
|
3
|
|
|
$
|
(29
|
)
|
|
$
|
(106
|
)
|
|
$
|
(14
|
)
|
|
$
|
(26
|
)
|
|
$
|
27
|
|
|
$
|
28
|
|
Restructuring and impairment charges
(c)
|
$
|
(12
|
)
|
|
$
|
(32
|
)
|
|
$
|
(35
|
)
|
|
$
|
(229
|
)
|
|
$
|
(27
|
)
|
|
$
|
(34
|
)
|
|
$
|
(8
|
)
|
|
$
|
(226
|
)
|
Merger and integration charges
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net tax (expense)/benefit related to the TCJ Act
(e)
|
$
|
(1
|
)
|
|
$
|
(777
|
)
|
|
$
|
(76
|
)
|
|
$
|
882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(2,451
|
)
|
|||
Other net tax benefits
(f)
|
—
|
|
|
$
|
314
|
|
|
$
|
364
|
|
|
$
|
4,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Charges related to cash tender and exchange offers
(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(253
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Tax reform bonus
(h)
|
$
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Gains on beverage refranchising
(i)
|
—
|
|
|
$
|
144
|
|
|
—
|
|
|
$
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
140
|
|
|||||
Gains on sale of assets
(j)
|
$
|
18
|
|
|
$
|
9
|
|
|
$
|
37
|
|
|
$
|
12
|
|
|
—
|
|
|
—
|
|
|
$
|
21
|
|
|
$
|
66
|
|
||
Gain on sale of Britvic securities
(k)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
95
|
|
|
—
|
|
|
—
|
|
|||||||
Provision for/(benefit from) income taxes
(l)
|
$
|
304
|
|
|
$
|
1,070
|
|
|
$
|
188
|
|
|
$
|
(4,932
|
)
|
|
$
|
392
|
|
|
$
|
656
|
|
|
$
|
620
|
|
|
$
|
3,026
|
|
Net income/(loss) attributable to PepsiCo
(l)
|
$
|
1,343
|
|
|
$
|
1,820
|
|
|
$
|
2,498
|
|
|
$
|
6,854
|
|
|
$
|
1,318
|
|
|
$
|
2,105
|
|
|
$
|
2,144
|
|
|
$
|
(710
|
)
|
Net income/(loss) attributable to PepsiCo per common share
(l)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.94
|
|
|
$
|
1.28
|
|
|
$
|
1.77
|
|
|
$
|
4.86
|
|
|
$
|
0.92
|
|
|
$
|
1.47
|
|
|
$
|
1.50
|
|
|
$
|
(0.50
|
)
|
Diluted
|
$
|
0.94
|
|
|
$
|
1.28
|
|
|
$
|
1.75
|
|
|
$
|
4.83
|
|
|
$
|
0.91
|
|
|
$
|
1.46
|
|
|
$
|
1.49
|
|
|
$
|
(0.50
|
)
|
Cash dividends declared per common share
|
$
|
0.805
|
|
|
$
|
0.9275
|
|
|
$
|
0.9275
|
|
|
$
|
0.9275
|
|
|
$
|
0.7525
|
|
|
$
|
0.805
|
|
|
$
|
0.805
|
|
|
$
|
0.805
|
|
(a)
|
In 2017, reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(b)
|
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses.
|
(c)
|
Expenses related to the 2019 and 2014 Productivity Plans. See Note 3 to our consolidated financial statements.
|
(d)
|
In 2018, merger and integration charges related to our acquisition of SodaStream. $57 million of this charge was recorded in the ESSA segment, with the balance recorded in corporate unallocated expenses. See Note 14 to our consolidated financial statements.
|
(e)
|
In 2018, a net tax benefit and, in 2017, a provisional net tax expense, each associated with the enactment of the TCJ Act. See Note 5 to our consolidated financial statements.
|
(f)
|
In 2018, other net tax benefits of $4.3 billion resulting from the reorganization of our international operations. Also in 2018, non-cash tax benefits of $717 million associated with both the conclusion of certain international tax audits and our agreement with the IRS resolving all open matters related to the audits of taxable years 2012 and 2013. See Note 5 to our consolidated financial statements.
|
(g)
|
In 2018, interest expense in connection with our cash tender and exchange offers. See Note 8 to our consolidated financial statements.
|
(h)
|
In 2018, bonus extended to certain U.S. employees in connection with the TCJ Act in the following segments: $44 million in FLNA, $2 million in QFNA and $41 million in NAB.
|
(i)
|
In 2018, gains of $58 million and $144 million associated with refranchising our entire beverage bottling operations and snack distribution operations in
CHS
in the ESSA segment and refranchising a portion of our beverage business in Thailand in the AMENA segment, respectively. In 2017, gain in the AMENA segment associated with refranchising a portion of our beverage business in Jordan. See Note 14 to our consolidated financial statements.
|
(j)
|
In 2018, gains associated with the sale of assets in the following segments: $64 million in NAB and $12 million in AMENA. 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
.
|
(k)
|
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.
|
(l)
|
Our fiscal 2018 results include other net tax benefits related to the reorganization of our international operations. Our fiscal 2018 and 2017 results include the impact of the TCJ Act. See Note 5 to our consolidated financial statements.
|
•
|
Winning in the marketplace and accelerating growth by strengthening and broadening our portfolio, while focusing on locally meeting the needs of our consumers and customers;
|
•
|
Continuing to implement our productivity initiatives to improve our operational efficiency and enhance our competitive advantage while continuing to transform our core capabilities with technology and building and retaining a talented workforce to drive cost savings; and
|
•
|
Continuing to lead with purpose by focusing on our impact on the planet and our people, assisting in establishing a more sustainable food system, minimizing our impact on the environment, protecting human rights and securing supply while positioning our Company for sustainable growth.
|
•
|
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, including risks related to cybersecurity. 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 and Law Departments lead and coordinate 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
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||
Net revenue
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
2
|
%
|
|
1
|
%
|
Operating profit
(a)
|
$
|
10,110
|
|
|
$
|
10,276
|
|
|
$
|
9,804
|
|
|
(2
|
)%
|
|
5
|
%
|
Operating profit margin
(a)
|
15.6
|
%
|
|
16.2
|
%
|
|
15.6
|
%
|
|
(0.5
|
)
|
|
0.6
|
|
(a)
|
In 2017 and 2016, operating profit and operating profit margin reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||||||
Other pension and retiree medical benefits income/(expense)
(a)
|
$
|
298
|
|
|
$
|
233
|
|
|
$
|
(19
|
)
|
|
$
|
65
|
|
|
$
|
252
|
|
Net interest expense
|
$
|
(1,219
|
)
|
|
$
|
(907
|
)
|
|
$
|
(1,232
|
)
|
|
$
|
(312
|
)
|
|
$
|
325
|
|
Annual tax rate
(b)
|
(36.7
|
)%
|
|
48.9
|
%
|
|
25.4
|
%
|
|
|
|
|
|||||||
Net income attributable to PepsiCo
|
$
|
12,515
|
|
|
$
|
4,857
|
|
|
$
|
6,329
|
|
|
158
|
%
|
|
(23
|
)%
|
||
Net income attributable to PepsiCo per common share – diluted
|
$
|
8.78
|
|
|
$
|
3.38
|
|
|
$
|
4.36
|
|
|
160
|
%
|
|
(23
|
)%
|
||
Mark-to-market net impact
|
0.09
|
|
|
(0.01
|
)
|
|
(0.08
|
)
|
|
|
|
|
|||||||
Restructuring and impairment charges
|
0.18
|
|
|
0.16
|
|
|
0.09
|
|
|
|
|
|
|||||||
Merger and integration charges
|
0.05
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Net tax (benefit)/expense related to the TCJ Act
(b)
|
(0.02
|
)
|
|
1.70
|
|
|
—
|
|
|
|
|
|
|||||||
Other net tax benefits
(b)
|
(3.55
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Charges related to cash tender and exchange offers
|
0.13
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Charge related to the transaction with Tingyi
|
—
|
|
|
—
|
|
|
0.26
|
|
|
|
|
|
|||||||
Charge related to debt redemption
|
—
|
|
|
—
|
|
|
0.11
|
|
|
|
|
|
|||||||
Pension-related settlement charge
|
—
|
|
|
—
|
|
|
0.11
|
|
|
|
|
|
|||||||
Net income attributable to PepsiCo per common
share – diluted, excluding above items
(c)
|
$
|
5.66
|
|
|
$
|
5.23
|
|
|
$
|
4.85
|
|
|
8
|
%
|
|
8
|
%
|
||
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
|
1
|
|
||||||||
Growth in net income attributable to PepsiCo per
common share – diluted, excluding above items, on
a constant currency basis
(c)
|
|
|
|
|
|
|
9
|
%
|
|
9
|
%
|
(a)
|
In 2017 and 2016, reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(b)
|
See Note 5 to our consolidated financial statements.
|
(c)
|
See “Non-GAAP Measures.”
|
•
|
cost of sales, gross profit, selling, general and administrative expenses, other pension and retiree medical benefits income/expense, interest expense, benefit from/provision for income taxes and noncontrolling interests, each adjusted for items affecting comparability;
|
•
|
operating profit, 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 growth;
|
•
|
free cash flow; and
|
•
|
return on invested capital (ROIC) and net ROIC, excluding items affecting comparability.
|
|
2018
|
||||||||||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
Interest expense
|
|
(Benefit from)/provision for income taxes
(a)
|
|
Net income attributable to noncontrolling interests
|
|
Net income attributable to PepsiCo
|
||||||||||||||||||
Reported, GAAP Measure
|
$
|
29,381
|
|
|
$
|
35,280
|
|
|
$
|
25,170
|
|
|
$
|
10,110
|
|
|
$
|
298
|
|
|
$
|
1,525
|
|
|
$
|
(3,370
|
)
|
|
$
|
44
|
|
|
$
|
12,515
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Mark-to-market net impact
|
(83
|
)
|
|
83
|
|
|
(80
|
)
|
|
163
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
125
|
|
|||||||||
Restructuring and impairment charges
|
(3
|
)
|
|
3
|
|
|
(269
|
)
|
|
272
|
|
|
36
|
|
|
—
|
|
|
56
|
|
|
1
|
|
|
251
|
|
|||||||||
Merger and integration charges
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
75
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||||||
Net tax benefit related to the TCJ Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
(28
|
)
|
|||||||||
Other net tax benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,064
|
|
|
—
|
|
|
(5,064
|
)
|
|||||||||
Charges related to cash tender and exchange offers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
|
62
|
|
|
—
|
|
|
191
|
|
|||||||||
Core, Non-GAAP Measure
|
$
|
29,295
|
|
|
$
|
35,366
|
|
|
$
|
24,746
|
|
|
$
|
10,620
|
|
|
$
|
334
|
|
|
$
|
1,272
|
|
|
$
|
1,878
|
|
|
$
|
45
|
|
|
$
|
8,065
|
|
|
2017
(b)
|
||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
Provision for income taxes
(a)
|
|
Net income attributable to PepsiCo
|
||||||||||||||
Reported, GAAP Measure
|
$
|
28,796
|
|
|
$
|
34,729
|
|
|
$
|
24,453
|
|
|
$
|
10,276
|
|
|
$
|
233
|
|
|
$
|
4,694
|
|
|
$
|
4,857
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mark-to-market net impact
|
8
|
|
|
(8
|
)
|
|
7
|
|
|
(15
|
)
|
|
—
|
|
|
(7
|
)
|
|
(8
|
)
|
|||||||
Restructuring and impairment charges
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
229
|
|
|
66
|
|
|
71
|
|
|
224
|
|
|||||||
Provisional net tax expense related to the TCJ Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,451
|
)
|
|
2,451
|
|
|||||||
Core, Non-GAAP Measure
|
$
|
28,804
|
|
|
$
|
34,721
|
|
|
$
|
24,231
|
|
|
$
|
10,490
|
|
|
$
|
299
|
|
|
$
|
2,307
|
|
|
$
|
7,524
|
|
|
2016
(b)
|
||||||||||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Other pension and retiree medical benefits (expense)/income
|
|
Interest expense
|
|
Provision for income taxes
(a)
|
|
Net income attributable to noncontrolling interests
|
|
Net income attributable to PepsiCo
|
||||||||||||||||||
Reported, GAAP Measure
|
$
|
28,222
|
|
|
$
|
34,577
|
|
|
$
|
24,773
|
|
|
$
|
9,804
|
|
|
$
|
(19
|
)
|
|
$
|
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
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
155
|
|
|
5
|
|
|
—
|
|
|
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
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
162
|
|
|||||||||
Core, Non-GAAP Measure
|
$
|
28,300
|
|
|
$
|
34,499
|
|
|
$
|
24,334
|
|
|
$
|
10,165
|
|
|
$
|
228
|
|
|
$
|
1,109
|
|
|
$
|
2,301
|
|
|
$
|
53
|
|
|
$
|
7,040
|
|
(a)
|
Benefit from/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.
|
(b)
|
Reflects the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Corporate
|
|||||||
Expected pre-tax charges
|
10
|
%
|
|
3
|
%
|
|
35
|
%
|
|
12
|
%
|
|
25
|
%
|
|
13
|
%
|
|
2
|
%
|
|
FLNA
|
|
QFNA
|
|
NAB
|
|
Latin America
|
|
ESSA
|
|
AMENA
|
|
Corporate
|
|||||||
Expected pre-tax charges
|
14
|
%
|
|
3
|
%
|
|
30
|
%
|
|
15
|
%
|
|
20
|
%
|
|
6
|
%
|
|
12
|
%
|
|
2018
|
||||||||||||||||||
|
|
|
Impact of
|
|
|
|
Impact of
|
||||||||||||
|
Net revenue growth
|
|
Foreign exchange translation
|
|
Acquisitions and divestitures
|
|
Sales and certain other taxes
|
|
Organic revenue growth
(a
)
|
|
Volume
(b)
|
|
Effective net pricing
(c)
|
||||||
FLNA
|
3.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
3
|
%
|
|
1
|
|
|
2
|
|
QFNA
|
(1.5
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|
(2
|
)%
|
|
(0.5
|
)
|
|
(1
|
)
|
NAB
|
1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
0.5
|
%
|
|
(1
|
)
|
|
2
|
|
Latin America
|
2
|
%
|
|
6
|
|
|
—
|
|
|
—
|
|
8
|
%
|
|
1
|
|
|
7
|
|
ESSA
|
4
|
%
|
|
2
|
|
|
—
|
|
|
0.5
|
|
7
|
%
|
|
4
|
|
|
3
|
|
AMENA
|
(2
|
)%
|
|
1
|
|
|
8
|
|
|
—
|
|
7
|
%
|
|
3
|
|
|
3
|
|
Total
|
2
|
%
|
|
1
|
|
|
1
|
|
|
—
|
|
4
|
%
|
|
1
|
|
|
3
|
|
|
2017
|
|||||||||||||||||||
|
|
|
Impact of
|
|
|
|
Impact of
|
|||||||||||||
|
Net revenue growth
|
|
Foreign exchange translation
|
|
Acquisitions and divestitures
|
|
53rd reporting week
(d)
|
|
Organic revenue growth
(a)
|
|
Volume
(b)
|
|
Effective net pricing
(c)
|
|||||||
FLNA
|
2
|
%
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
%
|
|
1
|
|
|
2.5
|
|
QFNA
|
(2
|
)%
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)%
|
|
—
|
|
|
(1
|
)
|
NAB
|
(2
|
)%
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)%
|
|
(2.5
|
)
|
|
1
|
|
Latin America
|
6
|
%
|
|
(1
|
)
|
|
0.5
|
|
|
—
|
|
|
5
|
%
|
|
(2
|
)
|
|
7
|
|
ESSA
|
8
|
%
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
6
|
%
|
|
3
|
|
|
2
|
|
AMENA
|
(5
|
)%
|
|
10
|
|
|
—
|
|
|
—
|
|
|
5
|
%
|
|
—
|
|
|
5
|
|
Total
|
1
|
%
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
%
|
|
—
|
|
|
3
|
|
(a)
|
Amounts may not sum due to rounding.
|
(b)
|
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 franchise-owned bottlers. Our net revenue excludes nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, is based on CSE.
|
(c)
|
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.
|
(d)
|
Our fiscal 2016 results included a 53rd 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 53rd reporting week from our 2016 results.
|
|
|
|
|
|
|
|
% Change
|
|
|||||||||
|
2018
|
|
|
2017
(a)
|
|
|
2016
(a)
|
|
|
2018
|
|
|
2017
|
|
|||
Net revenue
|
$
|
16,346
|
|
|
$
|
15,798
|
|
|
$
|
15,549
|
|
|
3.5
|
|
|
2
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
—
|
|
|
2
|
|
||||||
Organic revenue growth
(b)
|
|
|
|
|
|
|
3
|
|
(d)
|
3
|
(d)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
5,008
|
|
|
$
|
4,793
|
|
|
$
|
4,612
|
|
|
4.5
|
|
|
4
|
|
Restructuring and impairment charges
(c)
|
36
|
|
|
54
|
|
|
12
|
|
|
|
|
|
|
||||
Operating profit excluding above item
(b)
|
$
|
5,044
|
|
|
$
|
4,847
|
|
|
$
|
4,624
|
|
|
4
|
|
|
5
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(b)
|
|
|
|
|
|
|
4
|
|
|
5
|
|
(a)
|
In 2017 and 2016, operating profit and restructuring and impairment charges reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(b)
|
See “Non-GAAP Measures.”
|
(c)
|
See “Items Affecting Comparability.”
|
(d)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||||
|
2018
|
|
|
2017
(a)
|
|
|
2016
(a)
|
|
|
2018
|
|
|
2017
|
|
|
|||
Net revenue
|
$
|
2,465
|
|
|
$
|
2,503
|
|
|
$
|
2,564
|
|
|
(1.5
|
)
|
|
(2
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
—
|
|
|
2
|
|
|
||||||
Organic revenue growth
(b)
|
|
|
|
|
|
|
(2
|
)
|
(d)
|
(1
|
)
|
(d)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
637
|
|
|
$
|
640
|
|
|
$
|
649
|
|
|
—
|
|
|
(1
|
)
|
|
Restructuring and impairment charges
(c)
|
7
|
|
|
9
|
|
|
1
|
|
|
|
|
|
|
|||||
Operating profit excluding above item
(b)
|
$
|
644
|
|
|
$
|
649
|
|
|
$
|
650
|
|
|
(1
|
)
|
|
—
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(b)
|
|
|
|
|
|
|
(1
|
)
|
|
—
|
|
|
(a)
|
In 2017 and 2016, operating profit and restructuring and impairment charges reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(b)
|
See “Non-GAAP Measures.”
|
(c)
|
See “Items Affecting Comparability.”
|
(d)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2018
|
|
|
2017
(a)
|
|
|
2016
(a)
|
|
|
2018
|
|
|
2017
|
|
|||
Net revenue
|
$
|
21,072
|
|
|
$
|
20,936
|
|
|
$
|
21,312
|
|
|
1
|
|
|
(2
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
—
|
|
|
(1
|
)
|
||||||
Impact of sales and certain other taxes
(b)
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
—
|
|
|
1
|
|
||||||
Organic revenue growth
(b)
|
|
|
|
|
|
|
0.5
|
|
(d)
|
(2
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
2,276
|
|
|
$
|
2,700
|
|
|
$
|
2,947
|
|
|
(16
|
)
|
|
(8
|
)
|
Restructuring and impairment charges
(c)
|
88
|
|
|
43
|
|
|
33
|
|
|
|
|
|
|||||
Operating profit excluding above item
(b)
|
$
|
2,364
|
|
|
$
|
2,743
|
|
|
$
|
2,980
|
|
|
(14
|
)
|
|
(8
|
)
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
—
|
|
|
—
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(b)
|
|
|
|
|
|
|
(14
|
)
|
|
(8
|
)
|
(a)
|
In 2017 and 2016, operating profit and restructuring and impairment charges reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(b)
|
See “Non-GAAP Measures.”
|
(c)
|
See “Items Affecting Comparability.”
|
(d)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
|||||||||
|
2018
|
|
|
2017
(a)
|
|
|
2016
(a)
|
|
|
2018
|
|
2017
|
|
|
|||
Net revenue
|
$
|
7,354
|
|
|
$
|
7,208
|
|
|
$
|
6,820
|
|
|
2
|
|
6
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
6
|
|
(1
|
)
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
—
|
|
0.5
|
|
|
||||||
Organic revenue growth
(b)
|
|
|
|
|
|
|
8
|
|
5
|
|
(d)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
1,049
|
|
|
$
|
924
|
|
|
$
|
904
|
|
|
13
|
|
2
|
|
|
Restructuring and impairment charges
(c)
|
40
|
|
|
56
|
|
|
27
|
|
|
|
|
|
|
||||
Operating profit excluding above item
(b)
|
$
|
1,089
|
|
|
$
|
980
|
|
|
$
|
931
|
|
|
11
|
|
5
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
2
|
|
1
|
|
|
||||||
Operating profit growth excluding above item, on a constant currency basis
(b)
|
|
|
|
|
|
|
13
|
|
6
|
|
|
(a)
|
In 2017 and 2016, operating profit and restructuring and impairment charges reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(b)
|
See “Non-GAAP Measures.”
|
(c)
|
See “Items Affecting Comparability.”
|
(d)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
|||||||||
|
2018
|
|
|
2017
(a)
|
|
|
2016
(a)
|
|
|
2018
|
|
2017
|
|
|
|||
Net revenue
|
$
|
11,523
|
|
|
$
|
11,050
|
|
|
$
|
10,216
|
|
|
4
|
|
8
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
2
|
|
(3
|
)
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
—
|
|
—
|
|
|
||||||
Impact of sales and certain other taxes
(b)
|
|
|
|
|
|
|
0.5
|
|
—
|
|
|
||||||
Impact of 53
rd
reporting week
|
|
|
|
|
|
|
—
|
|
—
|
|
|
||||||
Organic revenue growth
(b)
|
|
|
|
|
|
|
7
|
(d)
|
6
|
|
(d)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
1,364
|
|
|
$
|
1,316
|
|
|
$
|
1,061
|
|
|
4
|
|
24
|
|
|
Restructuring and impairment charges
(c)
|
63
|
|
|
53
|
|
|
60
|
|
|
|
|
|
|
||||
Merger and integration charges
(c)
|
57
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||||
Operating profit excluding above items
(b)
|
$
|
1,484
|
|
|
$
|
1,369
|
|
|
$
|
1,121
|
|
|
8
|
|
22
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
3
|
|
—
|
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(b)
|
|
|
|
|
|
|
11
|
|
22
|
|
|
(a)
|
In 2017 and 2016, operating profit and restructuring and impairment charges reflect the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 to our consolidated financial statements.
|
(b)
|
See “Non-GAAP Measures.”
|
(c)
|
See “Items Affecting Comparability.”
|
(d)
|
Does not sum due to rounding.
|
|
|
|
|
|
|
|
% Change
|
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
|||
Net revenue
|
$
|
5,901
|
|
|
$
|
6,030
|
|
|
$
|
6,338
|
|
|
(2
|
)
|
|
(5
|
)
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
1
|
|
|
10
|
|
|
||||||
Impact of acquisitions and divestitures
|
|
|
|
|
|
|
8
|
|
|
—
|
|
|
||||||
Impact of sales and certain other taxes
(a)
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
||||||
Organic revenue growth
(a)
|
|
|
|
|
|
|
7
|
|
|
5
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
$
|
1,172
|
|
|
$
|
1,073
|
|
|
$
|
619
|
|
|
9
|
|
|
73
|
|
|
Restructuring and impairment charges
(b)
|
28
|
|
|
(3
|
)
|
|
14
|
|
|
|
|
|
|
|||||
Charge related to the transaction with Tingyi
(b)
|
—
|
|
|
—
|
|
|
373
|
|
|
|
|
|
|
|||||
Operating profit excluding above items
(a)
|
$
|
1,200
|
|
|
$
|
1,070
|
|
|
$
|
1,006
|
|
|
12
|
|
|
6
|
|
|
Impact of foreign exchange translation
|
|
|
|
|
|
|
(1
|
)
|
|
8
|
|
|
||||||
Operating profit growth excluding above items, on a constant currency basis
(a)
|
|
|
|
|
|
|
11
|
|
|
15
|
|
(c)
|
(a)
|
See “Non-GAAP Measures.”
|
(b)
|
See “Items Affecting Comparability.”
|
(c)
|
Does not sum due to rounding.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net cash provided by operating activities
|
$
|
9,415
|
|
|
$
|
10,030
|
|
|
$
|
10,663
|
|
Net cash provided by/(used for) investing activities
|
$
|
4,564
|
|
|
$
|
(4,403
|
)
|
|
$
|
(7,150
|
)
|
Net cash used for financing activities
|
$
|
(13,769
|
)
|
|
$
|
(4,186
|
)
|
|
$
|
(3,211
|
)
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|||
Net cash provided by operating activities
|
$
|
9,415
|
|
|
$
|
10,030
|
|
|
$
|
10,663
|
|
|
(6
|
)
|
|
(6
|
)
|
Capital spending
|
(3,282
|
)
|
|
(2,969
|
)
|
|
(3,040
|
)
|
|
|
|
|
|||||
Sales of property, plant and equipment
|
134
|
|
|
180
|
|
|
99
|
|
|
|
|
|
|||||
Free cash flow
(a)
|
$
|
6,267
|
|
|
$
|
7,241
|
|
|
$
|
7,722
|
|
|
(13
|
)
|
|
(6
|
)
|
(a)
|
See “Non-GAAP Measures.” In addition, when evaluating free cash flow, we also consider the following items impacting comparability:
$1.5 billion
,
$6 million
and
$459 million
in discretionary pension and retiree medical contributions and associated net cash tax benefits of $473 million, $1 million and $151 million in 2018, 2017 and 2016, respectively;
$266 million
,
$113 million
and
$125 million
of payments related to restructuring charges and associated net cash tax benefits of
$45 million
, $30 million and $22 million in 2018, 2017 and 2016, respectively; tax payments related to the TCJ Act of
$115 million
in 2018; certain other items of $47 million in 2018; net cash tax benefit related to debt redemption charge of $83 million in 2016; and net cash received related to interest rate swaps of $5 million in 2016. We will also consider payments related to the transition tax liability of $3.8 billion as of December 29, 2018, 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
|
|
|
2019
|
|
|
2020 –
2021
|
|
|
2022 –
2023
|
|
|
2024 and
beyond
|
|
|||||
Long-term debt obligations
(b)
|
$
|
28,351
|
|
|
$
|
—
|
|
|
$
|
7,166
|
|
|
$
|
5,093
|
|
|
$
|
16,092
|
|
Interest on debt obligations
(c)
|
11,157
|
|
|
1,044
|
|
|
1,759
|
|
|
1,322
|
|
|
7,032
|
|
|||||
Operating leases
(d)
|
1,840
|
|
|
459
|
|
|
700
|
|
|
371
|
|
|
310
|
|
|||||
Purchasing commitments
(e)
|
2,602
|
|
|
982
|
|
|
1,221
|
|
|
252
|
|
|
147
|
|
|||||
Marketing commitments
(e)
|
1,686
|
|
|
452
|
|
|
796
|
|
|
234
|
|
|
204
|
|
|||||
|
$
|
45,636
|
|
|
$
|
2,937
|
|
|
$
|
11,642
|
|
|
$
|
7,272
|
|
|
$
|
23,785
|
|
(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 transition tax liability of $3.8 billion, of which $3.4 billion is recorded in other liabilities on our balance sheet, must be paid over eight years. We expect to pay approximately $0.4 billion in 2019, $0.3 billion per year in 2020-2023, $0.6 billion in 2024, $0.7 billion in 2025 and $0.9 billion in 2026 and these amounts are excluded from the table above.
|
(b)
|
Excludes
$3,953 million
related to current maturities of debt,
$56 million
related to the fair value adjustments for debt acquired in acquisitions and interest rate swaps and payments of
$119 million
related to unamortized net discounts.
|
(c)
|
Interest payments on floating-rate debt are estimated using interest rates effective as of
December 29, 2018
.
|
(d)
|
See Note 15 to our consolidated financial statements for additional information on operating leases.
|
(e)
|
Primarily reflects non-cancelable commitments as of
December 29, 2018
.
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|||
Net income attributable to PepsiCo
|
$
|
12,515
|
|
(a)
|
|
$
|
4,857
|
|
(a)
|
|
$
|
6,329
|
|
|
Interest expense
|
1,525
|
|
|
|
1,151
|
|
|
|
1,342
|
|
|
|||
Tax on interest expense
|
(339
|
)
|
|
|
(415
|
)
|
|
|
(483
|
)
|
|
|||
|
$
|
13,701
|
|
|
|
$
|
5,593
|
|
|
|
$
|
7,188
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average debt obligations
(b)
|
$
|
38,169
|
|
|
|
$
|
38,707
|
|
|
|
$
|
35,308
|
|
|
Average common shareholders’ equity
(c)
|
11,368
|
|
|
|
12,004
|
|
|
|
11,943
|
|
|
|||
Average invested capital
|
$
|
49,537
|
|
|
|
$
|
50,711
|
|
|
|
$
|
47,251
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Return on invested capital
|
27.7
|
|
%
|
(a)
|
11.0
|
|
%
|
(a)
|
15.2
|
|
%
|
(a)
|
Our fiscal 2018 results include other net tax benefits related to the reorganization of our international operations. Our fiscal 2018 and 2017 results include the impact of the TCJ Act. See Note 5 to our consolidated financial statements.
|
(b)
|
Average debt obligations includes a quarterly average of short-term and long-term debt obligations.
|
(c)
|
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.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
ROIC
|
27.7
|
|
%
|
11.0
|
|
%
|
15.2
|
|
%
|
Impact of:
|
|
|
|
|
|
|
|||
Average cash, cash equivalents and short-term investments
|
7.8
|
|
|
7.6
|
|
|
6.0
|
|
|
Interest income
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
Tax on interest income
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
Mark-to-market net impact
|
0.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
Restructuring and impairment charges
|
0.4
|
|
|
0.3
|
|
|
0.1
|
|
|
Merger and integration charges
|
0.1
|
|
|
—
|
|
|
—
|
|
|
Net tax (benefit)/expense related to the TCJ Act
|
(1.1
|
)
|
|
4.5
|
|
|
—
|
|
|
Other net tax benefits
|
(9.7
|
)
|
|
0.1
|
|
|
0.1
|
|
|
Charges related to cash tender and exchange offers
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
Charges related to the transaction with Tingyi
|
—
|
|
|
(0.1
|
)
|
|
0.6
|
|
|
Pension-related settlement charge
|
—
|
|
|
—
|
|
|
0.3
|
|
|
Venezuela impairment charges
|
—
|
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
Net ROIC, excluding items affecting comparability
|
24.8
|
|
%
|
22.9
|
|
%
|
21.5
|
|
%
|
•
|
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 service and interest costs and the present value of liabilities.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Pension
|
|
|
|
|
|
|||
Service cost discount rate
|
4.4
|
%
|
|
3.7
|
%
|
|
4.3
|
%
|
Interest cost discount rate
|
3.9
|
%
|
|
3.2
|
%
|
|
3.5
|
%
|
Expected rate of return on plan assets
|
6.8
|
%
|
|
6.9
|
%
|
|
7.2
|
%
|
Expected rate of salary increases
|
3.2
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
Retiree medical
|
|
|
|
|
|
|||
Service cost discount rate
|
4.3
|
%
|
|
3.6
|
%
|
|
4.0
|
%
|
Interest cost discount rate
|
3.8
|
%
|
|
3.0
|
%
|
|
3.2
|
%
|
Expected rate of return on plan assets
|
6.6
|
%
|
|
6.5
|
%
|
|
7.5
|
%
|
Current health care cost trend rate
|
5.7
|
%
|
|
5.8
|
%
|
|
5.9
|
%
|
Assumption
|
|
Amount
|
Discount rates used in the calculation of expense
|
|
$42
|
Expected rate of return
|
|
$40
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net Revenue
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
62,799
|
|
Cost of sales
|
29,381
|
|
|
28,796
|
|
|
28,222
|
|
|||
Gross profit
|
35,280
|
|
|
34,729
|
|
|
34,577
|
|
|||
Selling, general and administrative expenses
|
25,170
|
|
|
24,453
|
|
|
24,773
|
|
|||
Operating Profit
|
10,110
|
|
|
10,276
|
|
|
9,804
|
|
|||
Other pension and retiree medical benefits income/(expense)
|
298
|
|
|
233
|
|
|
(19
|
)
|
|||
Interest expense
|
(1,525
|
)
|
|
(1,151
|
)
|
|
(1,342
|
)
|
|||
Interest income and other
|
306
|
|
|
244
|
|
|
110
|
|
|||
Income before income taxes
|
9,189
|
|
|
9,602
|
|
|
8,553
|
|
|||
(Benefit from)/provision for income taxes (See Note 5)
|
(3,370
|
)
|
|
4,694
|
|
|
2,174
|
|
|||
Net income
|
12,559
|
|
|
4,908
|
|
|
6,379
|
|
|||
Less: Net income attributable to noncontrolling interests
|
44
|
|
|
51
|
|
|
50
|
|
|||
Net Income Attributable to PepsiCo
|
$
|
12,515
|
|
|
$
|
4,857
|
|
|
$
|
6,329
|
|
Net Income Attributable to PepsiCo per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
8.84
|
|
|
$
|
3.40
|
|
|
$
|
4.39
|
|
Diluted
|
$
|
8.78
|
|
|
$
|
3.38
|
|
|
$
|
4.36
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
1,415
|
|
|
1,425
|
|
|
1,439
|
|
|||
Diluted
|
1,425
|
|
|
1,438
|
|
|
1,452
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Net income
|
$
|
12,559
|
|
|
$
|
4,908
|
|
|
$
|
6,379
|
|
Other comprehensive income/(loss), net of taxes:
|
|
|
|
|
|
||||||
Net currency translation adjustment
|
(1,641
|
)
|
|
1,109
|
|
|
(302
|
)
|
|||
Net change on cash flow hedges
|
40
|
|
|
(36
|
)
|
|
46
|
|
|||
Net pension and retiree medical adjustments
|
(467
|
)
|
|
(159
|
)
|
|
(316
|
)
|
|||
Net change on available-for-sale securities
|
6
|
|
|
(68
|
)
|
|
(24
|
)
|
|||
Other
|
—
|
|
|
16
|
|
|
—
|
|
|||
|
(2,062
|
)
|
|
862
|
|
|
(596
|
)
|
|||
Comprehensive income
|
10,497
|
|
|
5,770
|
|
|
5,783
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(44
|
)
|
|
(51
|
)
|
|
(54
|
)
|
|||
Comprehensive Income Attributable to PepsiCo
|
$
|
10,453
|
|
|
$
|
5,719
|
|
|
$
|
5,729
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
12,559
|
|
|
$
|
4,908
|
|
|
$
|
6,379
|
|
Depreciation and amortization
|
2,399
|
|
|
2,369
|
|
|
2,368
|
|
|||
Share-based compensation expense
|
256
|
|
|
292
|
|
|
284
|
|
|||
Restructuring and impairment charges
|
308
|
|
|
295
|
|
|
160
|
|
|||
Cash payments for restructuring charges
|
(255
|
)
|
|
(113
|
)
|
|
(125
|
)
|
|||
Charge related to the transaction with Tingyi
|
—
|
|
|
—
|
|
|
373
|
|
|||
Pension and retiree medical plan expenses
|
221
|
|
|
221
|
|
|
501
|
|
|||
Pension and retiree medical plan contributions
|
(1,708
|
)
|
|
(220
|
)
|
|
(695
|
)
|
|||
Deferred income taxes and other tax charges and credits
|
(531
|
)
|
|
619
|
|
|
452
|
|
|||
Other net tax benefits related to international reorganizations
|
(4,347
|
)
|
|
—
|
|
|
—
|
|
|||
Net tax (benefit)/expense related to the TCJ Act
|
(28
|
)
|
|
2,451
|
|
|
—
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(253
|
)
|
|
(202
|
)
|
|
(349
|
)
|
|||
Inventories
|
(174
|
)
|
|
(168
|
)
|
|
(75
|
)
|
|||
Prepaid expenses and other current assets
|
9
|
|
|
20
|
|
|
10
|
|
|||
Accounts payable and other current liabilities
|
882
|
|
|
201
|
|
|
981
|
|
|||
Income taxes payable
|
333
|
|
|
(338
|
)
|
|
329
|
|
|||
Other, net
|
(256
|
)
|
|
(305
|
)
|
|
70
|
|
|||
Net Cash Provided by Operating Activities
|
9,415
|
|
|
10,030
|
|
|
10,663
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital spending
|
(3,282
|
)
|
|
(2,969
|
)
|
|
(3,040
|
)
|
|||
Sales of property, plant and equipment
|
134
|
|
|
180
|
|
|
99
|
|
|||
Acquisition of SodaStream, net of cash and cash equivalents acquired
|
(1,197
|
)
|
|
—
|
|
|
—
|
|
|||
Other acquisitions and investments in noncontrolled affiliates
|
(299
|
)
|
|
(61
|
)
|
|
(212
|
)
|
|||
Divestitures
|
505
|
|
|
267
|
|
|
85
|
|
|||
Short-term investments, by original maturity:
|
|
|
|
|
|
||||||
More than three months - purchases
|
(5,637
|
)
|
|
(18,385
|
)
|
|
(12,504
|
)
|
|||
More than three months - maturities
|
12,824
|
|
|
15,744
|
|
|
8,399
|
|
|||
More than three months - sales
|
1,498
|
|
|
790
|
|
|
—
|
|
|||
Three months or less, net
|
16
|
|
|
2
|
|
|
16
|
|
|||
Other investing, net
|
2
|
|
|
29
|
|
|
7
|
|
|||
Net Cash Provided by/(Used for) Investing Activities
|
4,564
|
|
|
(4,403
|
)
|
|
(7,150
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuances of long-term debt
|
—
|
|
|
7,509
|
|
|
7,818
|
|
|||
Payments of long-term debt
|
(4,007
|
)
|
|
(4,406
|
)
|
|
(3,105
|
)
|
|||
Cash tender and exchange offers/debt redemptions
|
(1,589
|
)
|
|
—
|
|
|
(2,504
|
)
|
|||
Short-term borrowings, by original maturity:
|
|
|
|
|
|
||||||
More than three months - proceeds
|
3
|
|
|
91
|
|
|
59
|
|
|||
More than three months - payments
|
(17
|
)
|
|
(128
|
)
|
|
(27
|
)
|
|||
Three months or less, net
|
(1,352
|
)
|
|
(1,016
|
)
|
|
1,505
|
|
|||
Cash dividends paid
|
(4,930
|
)
|
|
(4,472
|
)
|
|
(4,227
|
)
|
|||
Share repurchases - common
|
(2,000
|
)
|
|
(2,000
|
)
|
|
(3,000
|
)
|
|||
Share repurchases - preferred
|
(2
|
)
|
|
(5
|
)
|
|
(7
|
)
|
|||
Proceeds from exercises of stock options
|
281
|
|
|
462
|
|
|
465
|
|
|||
Withholding tax payments on RSUs, PSUs and PEPunits converted
|
(103
|
)
|
|
(145
|
)
|
|
(130
|
)
|
|||
Other financing
|
(53
|
)
|
|
(76
|
)
|
|
(58
|
)
|
|||
Net Cash Used for Financing Activities
|
(13,769
|
)
|
|
(4,186
|
)
|
|
(3,211
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
(98
|
)
|
|
47
|
|
|
(252
|
)
|
|||
Net Increase in Cash and Cash Equivalents and Restricted Cash
|
112
|
|
|
1,488
|
|
|
50
|
|
|||
Cash and Cash Equivalents and Restricted Cash, Beginning of Year
|
10,657
|
|
|
9,169
|
|
|
9,119
|
|
|||
Cash and Cash Equivalents and Restricted Cash, End of Year
|
$
|
10,769
|
|
|
$
|
10,657
|
|
|
$
|
9,169
|
|
|
2018
|
|
|
2017
|
|
||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,721
|
|
|
$
|
10,610
|
|
Short-term investments
|
272
|
|
|
8,900
|
|
||
Restricted cash
|
1,997
|
|
|
—
|
|
||
Accounts and notes receivable, net
|
7,142
|
|
|
7,024
|
|
||
Inventories
|
3,128
|
|
|
2,947
|
|
||
Prepaid expenses and other current assets
|
633
|
|
|
1,546
|
|
||
Total Current Assets
|
21,893
|
|
|
31,027
|
|
||
Property, Plant and Equipment, net
|
17,589
|
|
|
17,240
|
|
||
Amortizable Intangible Assets, net
|
1,644
|
|
|
1,268
|
|
||
Goodwill
|
14,808
|
|
|
14,744
|
|
||
Other indefinite-lived intangible assets
|
14,181
|
|
|
12,570
|
|
||
Indefinite-Lived Intangible Assets
|
28,989
|
|
|
27,314
|
|
||
Investments in Noncontrolled Affiliates
|
2,409
|
|
|
2,042
|
|
||
Deferred Income Taxes
|
4,364
|
|
|
—
|
|
||
Other Assets
|
760
|
|
|
913
|
|
||
Total Assets
|
$
|
77,648
|
|
|
$
|
79,804
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt obligations
|
$
|
4,026
|
|
|
$
|
5,485
|
|
Accounts payable and other current liabilities
|
18,112
|
|
|
15,017
|
|
||
Total Current Liabilities
|
22,138
|
|
|
20,502
|
|
||
Long-Term Debt Obligations
|
28,295
|
|
|
33,796
|
|
||
Deferred Income Taxes
|
3,499
|
|
|
3,242
|
|
||
Other Liabilities
|
9,114
|
|
|
11,283
|
|
||
Total Liabilities
|
63,046
|
|
|
68,823
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Preferred Stock, no par value
|
—
|
|
|
41
|
|
||
Repurchased Preferred Stock
|
—
|
|
|
(197
|
)
|
||
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: 1,409 and 1,420 shares, respectively)
|
23
|
|
|
24
|
|
||
Capital in excess of par value
|
3,953
|
|
|
3,996
|
|
||
Retained earnings
|
59,947
|
|
|
52,839
|
|
||
Accumulated other comprehensive loss
|
(15,119
|
)
|
|
(13,057
|
)
|
||
Repurchased common stock, in excess of par value (458 and 446 shares, respectively)
|
(34,286
|
)
|
|
(32,757
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
14,518
|
|
|
11,045
|
|
||
Noncontrolling interests
|
84
|
|
|
92
|
|
||
Total Equity
|
14,602
|
|
|
10,981
|
|
||
Total Liabilities and Equity
|
$
|
77,648
|
|
|
$
|
79,804
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
0.8
|
|
|
$
|
41
|
|
|
0.8
|
|
|
$
|
41
|
|
|
0.8
|
|
|
$
|
41
|
|
Conversion to common stock
|
(0.1
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Retirement of preferred stock
|
(0.7
|
)
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
—
|
|
|
—
|
|
|
0.8
|
|
|
41
|
|
|
0.8
|
|
|
41
|
|
|||
Repurchased Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
(0.7
|
)
|
|
(197
|
)
|
|
(0.7
|
)
|
|
(192
|
)
|
|
(0.7
|
)
|
|
(186
|
)
|
|||
Redemptions
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Retirement of preferred stock
|
0.7
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(197
|
)
|
|
(0.7
|
)
|
|
(192
|
)
|
|||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
1,420
|
|
|
24
|
|
|
1,428
|
|
|
24
|
|
|
1,448
|
|
|
24
|
|
|||
Share issued in connection with preferred stock conversion to common stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Change in repurchased common stock
|
(12
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|||
Balance, end of year
|
1,409
|
|
|
23
|
|
|
1,420
|
|
|
24
|
|
|
1,428
|
|
|
24
|
|
|||
Capital in Excess of Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
3,996
|
|
|
|
|
4,091
|
|
|
|
|
4,076
|
|
||||||
Share-based compensation expense
|
|
|
250
|
|
|
|
|
290
|
|
|
|
|
289
|
|
||||||
Equity issued in connection with preferred stock conversion to common stock
|
|
|
6
|
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Stock option exercises, RSUs, PSUs and PEPunits converted
(a)
|
|
|
(193
|
)
|
|
|
|
(236
|
)
|
|
|
|
(138
|
)
|
||||||
Withholding tax on RSUs, PSUs and PEPunits converted
|
|
|
(103
|
)
|
|
|
|
(145
|
)
|
|
|
|
(130
|
)
|
||||||
Other
|
|
|
(3
|
)
|
|
|
|
(4
|
)
|
|
|
|
(6
|
)
|
||||||
Balance, end of year
|
|
|
3,953
|
|
|
|
|
3,996
|
|
|
|
|
4,091
|
|
||||||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
52,839
|
|
|
|
|
52,518
|
|
|
|
|
50,472
|
|
||||||
Cumulative effect of accounting changes
|
|
|
(145
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Net income attributable to PepsiCo
|
|
|
12,515
|
|
|
|
|
4,857
|
|
|
|
|
6,329
|
|
||||||
Cash dividends declared - common
(b)
|
|
|
(5,098
|
)
|
|
|
|
(4,536
|
)
|
|
|
|
(4,282
|
)
|
||||||
Cash dividends declared - preferred
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
(1
|
)
|
||||||
Retirement of preferred stock
|
|
|
(164
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Balance, end of year
|
|
|
59,947
|
|
|
|
|
52,839
|
|
|
|
|
52,518
|
|
||||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
(13,057
|
)
|
|
|
|
(13,919
|
)
|
|
|
|
(13,319
|
)
|
||||||
Other comprehensive (loss)/income attributable to PepsiCo
|
|
|
(2,062
|
)
|
|
|
|
862
|
|
|
|
|
(600
|
)
|
||||||
Balance, end of year
|
|
|
(15,119
|
)
|
|
|
|
(13,057
|
)
|
|
|
|
(13,919
|
)
|
||||||
Repurchased Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
(446
|
)
|
|
(32,757
|
)
|
|
(438
|
)
|
|
(31,468
|
)
|
|
(418
|
)
|
|
(29,185
|
)
|
|||
Share repurchases
|
(18
|
)
|
|
(2,000
|
)
|
|
(18
|
)
|
|
(2,000
|
)
|
|
(29
|
)
|
|
(3,000
|
)
|
|||
Stock option exercises, RSUs, PSUs and PEPunits converted
|
6
|
|
|
469
|
|
|
10
|
|
|
708
|
|
|
9
|
|
|
712
|
|
|||
Other
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|||
Balance, end of year
|
(458
|
)
|
|
(34,286
|
)
|
|
(446
|
)
|
|
(32,757
|
)
|
|
(438
|
)
|
|
(31,468
|
)
|
|||
Total PepsiCo Common Shareholders’ Equity
|
|
|
14,518
|
|
|
|
|
11,045
|
|
|
|
|
11,246
|
|
||||||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
92
|
|
|
|
|
104
|
|
|
|
|
107
|
|
||||||
Net income attributable to noncontrolling interests
|
|
|
44
|
|
|
|
|
51
|
|
|
|
|
50
|
|
||||||
Distributions to noncontrolling interests
|
|
|
(49
|
)
|
|
|
|
(62
|
)
|
|
|
|
(55
|
)
|
||||||
Currency translation adjustment
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
4
|
|
||||||
Other, net
|
|
|
(3
|
)
|
|
|
|
(1
|
)
|
|
|
|
(2
|
)
|
||||||
Balance, end of year
|
|
|
84
|
|
|
|
|
92
|
|
|
|
|
104
|
|
||||||
Total Equity
|
|
|
$
|
14,602
|
|
|
|
|
$
|
10,981
|
|
|
|
|
$
|
11,199
|
|
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.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
FLNA
|
13
|
%
|
|
13
|
%
|
|
14
|
%
|
QFNA
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
NAB
|
18
|
%
|
|
18
|
%
|
|
22
|
%
|
Latin America
|
8
|
%
|
|
7
|
%
|
|
7
|
%
|
ESSA
|
9
|
%
|
|
9
|
%
|
|
11
|
%
|
AMENA
|
8
|
%
|
|
9
|
%
|
|
10
|
%
|
Corporate unallocated expenses
|
43
|
%
|
|
43
|
%
|
|
34
|
%
|
|
Net Revenue
|
|
Operating Profit
(b)
|
||||||||||||||||||||
|
2018
(a)
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
(c)
|
|
|
2016
(c)
|
|
||||||
FLNA
|
$
|
16,346
|
|
|
$
|
15,798
|
|
|
$
|
15,549
|
|
|
$
|
5,008
|
|
|
$
|
4,793
|
|
|
$
|
4,612
|
|
QFNA
|
2,465
|
|
|
2,503
|
|
|
2,564
|
|
|
637
|
|
|
640
|
|
|
649
|
|
||||||
NAB
|
21,072
|
|
|
20,936
|
|
|
21,312
|
|
|
2,276
|
|
|
2,700
|
|
|
2,947
|
|
||||||
Latin America
|
7,354
|
|
|
7,208
|
|
|
6,820
|
|
|
1,049
|
|
|
924
|
|
|
904
|
|
||||||
ESSA
|
11,523
|
|
|
11,050
|
|
|
10,216
|
|
|
1,364
|
|
|
1,316
|
|
|
1,061
|
|
||||||
AMENA
|
5,901
|
|
|
6,030
|
|
|
6,338
|
|
|
1,172
|
|
|
1,073
|
|
|
619
|
|
||||||
Total division
|
64,661
|
|
|
63,525
|
|
|
62,799
|
|
|
11,506
|
|
|
11,446
|
|
|
10,792
|
|
||||||
Corporate unallocated expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,396
|
)
|
|
(1,170
|
)
|
|
(988
|
)
|
||||||
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
10,110
|
|
|
$
|
10,276
|
|
|
$
|
9,804
|
|
(a)
|
Our primary performance obligation is the distribution and sales of beverage products and food and snack products to our customers, each comprising approximately
50%
of our consolidated net revenue. Internationally, our Latin America segment is predominantly a food and snack business, ESSA’s beverage business and food and snack business are each approximately
50%
of the segment’s net revenue and AMENA’s beverage business and food and snack business are approximately
35%
and
65%
, respectively, of the segment’s net revenue. Beverage revenue from company-owned bottlers, which primarily includes our consolidated bottling operations in our NAB and ESSA segments, is approximately
40%
of our consolidated net revenue. Generally, our finished goods beverage operations produce higher net revenue, but lower operating margins as compared to concentrate sold to authorized bottling partners for the manufacture of finished goods beverages. See Note 2 for additional information.
|
(b)
|
For further unaudited information on certain items that impacted our financial performance, see “Item 6. Selected Financial Data.”
|
(c)
|
Reflects the retrospective adoption of guidance requiring the presentation of non-service cost components of net periodic benefit cost below operating profit. See Note 2 for additional information.
|
|
Total Assets
|
|
Capital Spending
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||||
FLNA
|
$
|
6,577
|
|
|
$
|
5,979
|
|
|
$
|
840
|
|
|
$
|
665
|
|
|
$
|
801
|
|
QFNA
|
870
|
|
|
804
|
|
|
53
|
|
|
44
|
|
|
41
|
|
|||||
NAB
|
29,878
|
|
|
28,592
|
|
|
945
|
|
|
904
|
|
|
769
|
|
|||||
Latin America
|
6,458
|
|
|
4,976
|
|
|
492
|
|
|
481
|
|
|
507
|
|
|||||
ESSA
(a)
|
17,410
|
|
|
13,556
|
|
|
479
|
|
|
481
|
|
|
439
|
|
|||||
AMENA
|
6,433
|
|
|
5,668
|
|
|
323
|
|
|
308
|
|
|
381
|
|
|||||
Total division
|
67,626
|
|
|
59,575
|
|
|
3,132
|
|
|
2,883
|
|
|
2,938
|
|
|||||
Corporate
(b)
|
10,022
|
|
|
20,229
|
|
|
150
|
|
|
86
|
|
|
102
|
|
|||||
|
$
|
77,648
|
|
|
$
|
79,804
|
|
|
$
|
3,282
|
|
|
$
|
2,969
|
|
|
$
|
3,040
|
|
(a)
|
In 2018, the change in assets was primarily related to our acquisition of SodaStream.
|
(b)
|
Corporate assets consist principally of certain cash and cash equivalents, restricted cash, short-term investments, derivative instruments, property, plant and equipment and tax assets. In
2018
, the change in assets was primarily due to a decrease in short-term investments and cash and cash equivalents. Refer to the cash flow statement for additional information.
|
|
Amortization of
Intangible Assets |
|
Depreciation and
Other Amortization |
||||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
FLNA
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
457
|
|
|
$
|
449
|
|
|
$
|
435
|
|
QFNA
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
47
|
|
|
50
|
|
||||||
NAB
|
31
|
|
|
31
|
|
|
37
|
|
|
821
|
|
|
780
|
|
|
809
|
|
||||||
Latin America
|
5
|
|
|
5
|
|
|
5
|
|
|
253
|
|
|
245
|
|
|
211
|
|
||||||
ESSA
|
23
|
|
|
22
|
|
|
18
|
|
|
331
|
|
|
329
|
|
|
321
|
|
||||||
AMENA
|
3
|
|
|
3
|
|
|
3
|
|
|
237
|
|
|
257
|
|
|
294
|
|
||||||
Total division
|
69
|
|
|
68
|
|
|
70
|
|
|
2,144
|
|
|
2,107
|
|
|
2,120
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
194
|
|
|
178
|
|
||||||
|
$
|
69
|
|
|
$
|
68
|
|
|
$
|
70
|
|
|
$
|
2,330
|
|
|
$
|
2,301
|
|
|
$
|
2,298
|
|
|
Net Revenue
|
|
Long-Lived Assets
(a)
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|||||
United States
|
$
|
37,148
|
|
|
$
|
36,546
|
|
|
$
|
36,732
|
|
|
$
|
29,169
|
|
|
$
|
28,418
|
|
Mexico
|
3,878
|
|
|
3,650
|
|
|
3,431
|
|
|
1,404
|
|
|
1,205
|
|
|||||
Russia
(b)
|
3,191
|
|
|
3,232
|
|
|
2,648
|
|
|
3,926
|
|
|
4,708
|
|
|||||
Canada
|
2,736
|
|
|
2,691
|
|
|
2,692
|
|
|
2,565
|
|
|
2,739
|
|
|||||
United Kingdom
|
1,743
|
|
|
1,650
|
|
|
1,737
|
|
|
759
|
|
|
817
|
|
|||||
Brazil
|
1,335
|
|
|
1,427
|
|
|
1,305
|
|
|
639
|
|
|
777
|
|
|||||
All other countries
(c)
|
14,630
|
|
|
14,329
|
|
|
14,254
|
|
|
12,169
|
|
|
9,200
|
|
|||||
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
50,631
|
|
|
$
|
47,864
|
|
(a)
|
Long-lived assets represent property, plant and equipment, indefinite-lived 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 in 2017 primarily reflects appreciation of the Russian ruble. Change in long-lived assets in 2018 primarily reflects depreciation of the Russian ruble.
|
(c)
|
Change in long-lived assets in 2018 primarily related to our acquisition of SodaStream.
|
•
|
media and personal service prepayments;
|
•
|
promotional materials in inventory; and
|
•
|
production costs of future media advertising.
|
•
|
Basis of Presentation
– Note 1 includes 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 15. Inventories are valued at the lower of cost or net realizable value. Cost is determined using the average; first-in, first-out (FIFO) or, in limited instances, 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
|
|
2017
(a)
|
|
|
2016
(b)
|
|
|
||
FLNA
|
$
|
(30
|
)
|
|
$
|
(47
|
)
|
|
QFNA
|
(2
|
)
|
|
(4
|
)
|
|
||
NAB
|
(7
|
)
|
|
(12
|
)
|
|
||
Latin America
|
16
|
|
|
17
|
|
|
||
ESSA
|
(38
|
)
|
|
(47
|
)
|
|
||
AMENA
|
—
|
|
|
—
|
|
|
||
Corporate unallocated expenses
|
(172
|
)
|
|
112
|
|
(c)
|
||
Total
|
$
|
(233
|
)
|
|
$
|
19
|
|
|
(a)
|
Includes restructuring charges of
$66 million
, including
$13 million
in our FLNA segment,
$2 million
in our QFNA segment,
$11 million
in our NAB segment,
$7 million
in our Latin America segment and
$33 million
in corporate unallocated expenses. See “Items Affecting Comparability” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
(b)
|
Includes restructuring charges of
$5 million
, including
$1 million
in our FLNA segment,
$2 million
in our NAB segment and
$2 million
in corporate unallocated expenses. See “Items Affecting Comparability” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
(c)
|
Reflects a settlement charge of
$242 million
related to a group annuity contract purchase. See “Items Affecting Comparability” in Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
2019 Productivity Plan
|
$
|
138
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2014 Productivity Plan
|
170
|
|
|
295
|
|
|
160
|
|
|||
Total restructuring and impairment charges
|
308
|
|
|
295
|
|
|
160
|
|
|||
Other productivity initiatives
|
8
|
|
|
16
|
|
|
12
|
|
|||
Total restructuring and impairment charges and other productivity initiatives
|
$
|
316
|
|
|
$
|
311
|
|
|
$
|
172
|
|
|
2018
|
|
|
Costs of sales
|
$
|
3
|
|
Selling, general and administrative expenses
|
100
|
|
|
Other pension and retiree medical benefits expense
|
35
|
|
|
Total restructuring and impairment charges
|
$
|
138
|
|
After-tax amount
|
$
|
109
|
|
Net income attributable to PepsiCo per common share
|
$
|
0.08
|
|
|
2018
|
|
|
FLNA
|
$
|
31
|
|
QFNA
|
5
|
|
|
NAB
|
40
|
|
|
Latin America
|
9
|
|
|
ESSA
|
8
|
|
|
AMENA
|
3
|
|
|
Corporate
|
7
|
|
|
|
103
|
|
|
Other pension and retiree medical benefits expense
|
35
|
|
|
|
$
|
138
|
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
(a)
|
|
Total
|
||||||||
2018 restructuring charges
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
138
|
|
Non-cash charges and translation
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||
Liability as of December 29, 2018
|
$
|
105
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
106
|
|
(a)
|
Includes other costs associated with the implementation of our initiatives, including consulting and other professional fees.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Selling, general and administrative expenses
|
$
|
169
|
|
|
$
|
229
|
|
|
$
|
155
|
|
Other pension and retiree medical benefits expense
|
1
|
|
|
66
|
|
|
5
|
|
|||
Total restructuring and impairment charges
|
$
|
170
|
|
|
$
|
295
|
|
|
$
|
160
|
|
After-tax amount
|
$
|
143
|
|
|
$
|
224
|
|
|
$
|
134
|
|
Net income attributable to PepsiCo per common share
|
$
|
0.10
|
|
|
$
|
0.16
|
|
|
$
|
0.09
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
Plan to Date
|
|
||||
FLNA
|
$
|
8
|
|
|
$
|
67
|
|
|
$
|
13
|
|
|
$
|
171
|
|
QFNA
|
2
|
|
|
11
|
|
|
1
|
|
|
34
|
|
||||
NAB
|
51
|
|
|
54
|
|
|
35
|
|
|
352
|
|
||||
Latin America
|
30
|
|
|
63
|
|
|
27
|
|
|
182
|
|
||||
ESSA
|
55
|
|
|
53
|
|
|
60
|
|
|
282
|
|
||||
AMENA
(a)
|
25
|
|
|
(3
|
)
|
|
14
|
|
|
69
|
|
||||
Corporate
(b)
|
(1
|
)
|
|
50
|
|
|
10
|
|
|
114
|
|
||||
|
$
|
170
|
|
|
$
|
295
|
|
|
$
|
160
|
|
|
$
|
1,204
|
|
(a)
|
In 2017, income amount primarily reflects a gain on the sale of property, plant and equipment.
|
(b)
|
In 2018, income amount primarily relates to other pension and retiree medical benefits.
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
(a)
|
|
Total
|
||||||||
Plan to Date
|
$
|
713
|
|
|
$
|
182
|
|
|
$
|
309
|
|
|
$
|
1,204
|
|
(a)
|
Includes other costs associated with the implementation of our initiatives, including certain consulting and contract termination costs.
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
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
|
)
|
(a)
|
295
|
|
||||
Cash payments
|
(91
|
)
|
|
—
|
|
|
(22
|
)
|
|
(113
|
)
|
||||
Non-cash charges and translation
|
(65
|
)
|
|
(21
|
)
|
|
34
|
|
|
(52
|
)
|
||||
Liability as of December 30, 2017
|
212
|
|
|
—
|
|
|
14
|
|
|
226
|
|
||||
2018 restructuring charges
|
86
|
|
|
28
|
|
|
56
|
|
|
170
|
|
||||
Cash payments
(b)
|
(203
|
)
|
|
—
|
|
|
(52
|
)
|
|
(255
|
)
|
||||
Non-cash charges and translation
|
(4
|
)
|
|
(28
|
)
|
|
5
|
|
|
(27
|
)
|
||||
Liability as of December 29, 2018
|
$
|
91
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
114
|
|
(a)
|
Income amount represents adjustments for changes in estimates and a gain on the sale of property, plant, and equipment.
|
(b)
|
Excludes cash expenditures of $11 million reported in the cash flow statement in pension and retiree medical plan contributions.
|
|
Average
Useful Life (Years) |
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Property, plant and equipment, net
|
|
|
|
|
|
|
|
||||||
Land
|
|
|
$
|
1,078
|
|
|
$
|
1,148
|
|
|
|
||
Buildings and improvements
|
15 - 44
|
|
8,941
|
|
|
8,796
|
|
|
|
||||
Machinery and equipment, including fleet and software
|
5 - 15
|
|
27,715
|
|
|
27,018
|
|
|
|
||||
Construction in progress
|
|
|
2,430
|
|
|
2,144
|
|
|
|
||||
|
|
|
40,164
|
|
|
39,106
|
|
|
|
||||
Accumulated depreciation
|
|
|
(22,575
|
)
|
|
(21,866
|
)
|
|
|
||||
|
|
|
$
|
17,589
|
|
|
$
|
17,240
|
|
|
|
||
Depreciation expense
|
|
|
$
|
2,241
|
|
|
$
|
2,227
|
|
|
$
|
2,217
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||||||||||||
Amortizable intangible assets, net
|
Average
Useful Life (Years) |
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
|
||||||||||||||
Acquired franchise rights
|
56 – 60
|
|
$
|
838
|
|
|
$
|
(140
|
)
|
|
$
|
698
|
|
|
$
|
858
|
|
|
$
|
(128
|
)
|
|
$
|
730
|
|
|
|
||
Reacquired franchise rights
|
5 – 14
|
|
106
|
|
|
(105
|
)
|
|
1
|
|
|
106
|
|
|
(104
|
)
|
|
2
|
|
|
|
||||||||
Brands
|
20 – 40
|
|
1,306
|
|
|
(1,032
|
)
|
|
274
|
|
|
1,322
|
|
|
(1,026
|
)
|
|
296
|
|
|
|
||||||||
Other identifiable intangibles
(a)
|
10 – 24
|
|
959
|
|
|
(288
|
)
|
|
671
|
|
|
521
|
|
|
(281
|
)
|
|
240
|
|
|
|
||||||||
|
|
|
$
|
3,209
|
|
|
$
|
(1,565
|
)
|
|
$
|
1,644
|
|
|
$
|
2,807
|
|
|
$
|
(1,539
|
)
|
|
$
|
1,268
|
|
|
|
||
Amortization expense
|
|
|
|
|
|
|
$
|
69
|
|
|
|
|
|
|
$
|
68
|
|
|
$
|
70
|
|
(a)
|
The change in 2018 is primarily related to our acquisition of SodaStream.
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|||||
Five-year projected amortization
|
$
|
89
|
|
|
$
|
89
|
|
|
$
|
87
|
|
|
$
|
85
|
|
|
$
|
83
|
|
|
Balance,
Beginning 2017 |
|
Translation
and Other |
|
Balance,
End of 2017 |
|
Acquisitions/ (Divestitures)
|
|
Translation
and Other |
|
Balance,
End of 2018 |
||||||||||||
FLNA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
270
|
|
|
$
|
10
|
|
|
$
|
280
|
|
|
$
|
28
|
|
|
$
|
(11
|
)
|
|
$
|
297
|
|
Brands
|
23
|
|
|
2
|
|
|
25
|
|
|
138
|
|
|
(2
|
)
|
|
161
|
|
||||||
|
293
|
|
|
12
|
|
|
305
|
|
|
166
|
|
|
(13
|
)
|
|
458
|
|
||||||
QFNA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
175
|
|
|
—
|
|
|
175
|
|
|
9
|
|
|
—
|
|
|
184
|
|
||||||
Brands
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||||
|
175
|
|
|
—
|
|
|
175
|
|
|
34
|
|
|
—
|
|
|
209
|
|
||||||
NAB
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
9,843
|
|
|
11
|
|
|
9,854
|
|
|
—
|
|
|
(41
|
)
|
|
9,813
|
|
||||||
Reacquired franchise rights
|
7,064
|
|
|
62
|
|
|
7,126
|
|
|
—
|
|
|
(68
|
)
|
|
7,058
|
|
||||||
Acquired franchise rights
|
1,512
|
|
|
13
|
|
|
1,525
|
|
|
—
|
|
|
(15
|
)
|
|
1,510
|
|
||||||
Brands
|
314
|
|
|
39
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
353
|
|
||||||
|
18,733
|
|
|
125
|
|
|
18,858
|
|
|
—
|
|
|
(124
|
)
|
|
18,734
|
|
||||||
Latin America
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
553
|
|
|
2
|
|
|
555
|
|
|
—
|
|
|
(46
|
)
|
|
509
|
|
||||||
Brands
|
150
|
|
|
(9
|
)
|
|
141
|
|
|
—
|
|
|
(14
|
)
|
|
127
|
|
||||||
|
703
|
|
|
(7
|
)
|
|
696
|
|
|
—
|
|
|
(60
|
)
|
|
636
|
|
||||||
ESSA
(b)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
3,177
|
|
|
275
|
|
|
3,452
|
|
|
526
|
|
|
(367
|
)
|
|
3,611
|
|
||||||
Reacquired franchise rights
|
488
|
|
|
61
|
|
|
549
|
|
|
(1
|
)
|
|
(51
|
)
|
|
497
|
|
||||||
Acquired franchise rights
|
184
|
|
|
11
|
|
|
195
|
|
|
(25
|
)
|
|
(9
|
)
|
|
161
|
|
||||||
Brands
|
2,358
|
|
|
187
|
|
|
2,545
|
|
|
1,993
|
|
|
(350
|
)
|
|
4,188
|
|
||||||
|
6,207
|
|
|
534
|
|
|
6,741
|
|
|
2,493
|
|
|
(777
|
)
|
|
8,457
|
|
||||||
AMENA
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
412
|
|
|
16
|
|
|
428
|
|
|
—
|
|
|
(34
|
)
|
|
394
|
|
||||||
Brands
|
103
|
|
|
8
|
|
|
111
|
|
|
—
|
|
|
(10
|
)
|
|
101
|
|
||||||
|
515
|
|
|
24
|
|
|
539
|
|
|
—
|
|
|
(44
|
)
|
|
495
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total goodwill
|
14,430
|
|
|
314
|
|
|
14,744
|
|
|
563
|
|
|
(499
|
)
|
|
14,808
|
|
||||||
Total reacquired franchise rights
|
7,552
|
|
|
123
|
|
|
7,675
|
|
|
(1
|
)
|
|
(119
|
)
|
|
7,555
|
|
||||||
Total acquired franchise rights
|
1,696
|
|
|
24
|
|
|
1,720
|
|
|
(25
|
)
|
|
(24
|
)
|
|
1,671
|
|
||||||
Total brands
|
2,948
|
|
|
227
|
|
|
3,175
|
|
|
2,156
|
|
|
(376
|
)
|
|
4,955
|
|
||||||
|
$
|
26,626
|
|
|
$
|
688
|
|
|
$
|
27,314
|
|
|
$
|
2,693
|
|
|
$
|
(1,018
|
)
|
|
$
|
28,989
|
|
(a)
|
The change in translation and other in 2018 primarily reflects the depreciation of the Canadian dollar.
|
(b)
|
The change in acquisitions/(divestitures) in 2018 is primarily related to the preliminary allocation of the purchase price for our acquisition of SodaStream. See Note 14 for further information. The change in translation and other in 2018 primarily reflects the depreciation of the Russian ruble, euro and Pound sterling. The change in translation and other in 2017 primarily reflects the appreciation of the Russian ruble and euro.
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
United States
|
|
$
|
3,864
|
|
|
$
|
3,452
|
|
|
$
|
2,630
|
|
Foreign
|
|
5,325
|
|
|
6,150
|
|
|
5,923
|
|
|||
|
|
$
|
9,189
|
|
|
$
|
9,602
|
|
|
$
|
8,553
|
|
|
||||||||||||
The (benefit from)/provision for income taxes consisted of the following:
|
||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||
Current:
|
U.S. Federal
|
$
|
437
|
|
|
$
|
4,925
|
|
|
$
|
1,219
|
|
|
Foreign
|
378
|
|
|
724
|
|
|
824
|
|
|||
|
State
|
63
|
|
|
136
|
|
|
77
|
|
|||
|
|
878
|
|
|
5,785
|
|
|
2,120
|
|
|||
Deferred:
|
U.S. Federal
|
140
|
|
|
(1,159
|
)
|
|
109
|
|
|||
|
Foreign
|
(4,379
|
)
|
|
(9
|
)
|
|
(33
|
)
|
|||
|
State
|
(9
|
)
|
|
77
|
|
|
(22
|
)
|
|||
|
|
(4,248
|
)
|
|
(1,091
|
)
|
|
54
|
|
|||
|
|
$
|
(3,370
|
)
|
|
$
|
4,694
|
|
|
$
|
2,174
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
U.S. Federal statutory tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State income tax, net of U.S. Federal tax benefit
|
0.5
|
|
|
0.9
|
|
|
0.4
|
|
|
Lower taxes on foreign results
|
(2.2
|
)
|
|
(9.4
|
)
|
|
(8.0
|
)
|
|
One-time mandatory transition tax - TCJ Act
|
0.1
|
|
|
41.4
|
|
|
—
|
|
|
Remeasurement of deferred taxes - TCJ Act
|
(0.4
|
)
|
|
(15.9
|
)
|
|
—
|
|
|
International reorganizations
|
(47.3
|
)
|
|
—
|
|
|
—
|
|
|
Tax settlements
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
Other, net
|
(0.6
|
)
|
|
(3.1
|
)
|
|
(2.0
|
)
|
|
Annual tax rate
|
(36.7
|
)%
|
|
48.9
|
%
|
|
25.4
|
%
|
|
2018
|
|
|
2017
|
|
||
Debt guarantee of wholly-owned subsidiary
|
$
|
578
|
|
|
$
|
578
|
|
Property, plant and equipment
|
1,303
|
|
|
1,397
|
|
||
Intangible assets other than nondeductible goodwill
|
—
|
|
|
3,169
|
|
||
Recapture of net operating losses
|
414
|
|
|
—
|
|
||
Other
|
71
|
|
|
50
|
|
||
Gross deferred tax liabilities
|
2,366
|
|
|
5,194
|
|
||
Deferred tax assets
|
|
|
|
||||
Net carryforwards
|
4,353
|
|
|
1,400
|
|
||
Intangible assets other than nondeductible goodwill
|
985
|
|
|
—
|
|
||
Share-based compensation
|
106
|
|
|
107
|
|
||
Retiree medical benefits
|
167
|
|
|
198
|
|
||
Other employee-related benefits
|
303
|
|
|
338
|
|
||
Pension benefits
|
221
|
|
|
22
|
|
||
Deductible state tax and interest benefits
|
110
|
|
|
157
|
|
||
Other
|
739
|
|
|
893
|
|
||
Gross deferred tax assets
|
6,984
|
|
|
3,115
|
|
||
Valuation allowances
|
(3,753
|
)
|
|
(1,163
|
)
|
||
Deferred tax assets, net
|
3,231
|
|
|
1,952
|
|
||
Net deferred tax (assets)/liabilities
|
$
|
(865
|
)
|
|
$
|
3,242
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Balance, beginning of year
|
$
|
1,163
|
|
|
$
|
1,110
|
|
|
$
|
1,136
|
|
Provision
|
2,639
|
|
|
33
|
|
|
13
|
|
|||
Other (deductions)/additions
|
(49
|
)
|
|
20
|
|
|
(39
|
)
|
|||
Balance, end of year
|
$
|
3,753
|
|
|
$
|
1,163
|
|
|
$
|
1,110
|
|
Jurisdiction
|
|
Years Open to Audit
|
|
Years Currently Under Audit
|
United States
|
|
2014-2017
|
|
2014-2016
|
Mexico
|
|
2017
|
|
None
|
United Kingdom
|
|
2016-2017
|
|
None
|
Canada (Domestic)
|
|
2014-2017
|
|
2014-2015
|
Canada (International)
|
|
2010-2017
|
|
2010-2015
|
Russia
|
|
2014-2017
|
|
2014-2017
|
|
2018
|
|
|
2017
|
|
||
Balance, beginning of year
|
$
|
2,212
|
|
|
$
|
1,885
|
|
Additions for tax positions related to the current year
|
142
|
|
|
309
|
|
||
Additions for tax positions from prior years
|
197
|
|
|
86
|
|
||
Reductions for tax positions from prior years
|
(822
|
)
|
|
(51
|
)
|
||
Settlement payments
|
(233
|
)
|
|
(4
|
)
|
||
Statutes of limitations expiration
|
(42
|
)
|
|
(33
|
)
|
||
Translation and other
|
(14
|
)
|
|
20
|
|
||
Balance, end of year
|
$
|
1,440
|
|
|
$
|
2,212
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Share-based compensation expense - equity awards
|
$
|
256
|
|
|
$
|
292
|
|
|
$
|
284
|
|
Share-based compensation expense - liability awards
|
20
|
|
|
13
|
|
|
5
|
|
|||
Restructuring and impairment charges
|
(6
|
)
|
|
(2
|
)
|
|
5
|
|
|||
Total
|
$
|
270
|
|
|
$
|
303
|
|
|
$
|
294
|
|
Income tax benefits recognized in earnings related to share-based compensation
|
$
|
45
|
|
|
$
|
89
|
|
(a)
|
$
|
91
|
|
Excess tax benefits related to share-based compensation
(b)
|
$
|
48
|
|
|
$
|
115
|
|
|
$
|
110
|
|
(a)
|
Reflects tax rates effective for the 2017 tax year.
|
(b)
|
Included in provision for income taxes in the income statement in 2018 and 2017; included in capital in excess of par value in the equity statement in 2016.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Expected life
|
5 years
|
|
|
5 years
|
|
|
6 years
|
|
Risk-free interest rate
|
2.6
|
%
|
|
2.0
|
%
|
|
1.4
|
%
|
Expected volatility
|
12
|
%
|
|
11
|
%
|
|
12
|
%
|
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 30, 2017
|
19,013
|
|
|
$
|
74.23
|
|
|
|
|
|
||
Granted
|
1,429
|
|
|
$
|
108.88
|
|
|
|
|
|
||
Exercised
|
(4,377
|
)
|
|
$
|
62.95
|
|
|
|
|
|
||
Forfeited/expired
|
(476
|
)
|
|
$
|
94.85
|
|
|
|
|
|
||
Outstanding at December 29, 2018
|
15,589
|
|
|
$
|
79.94
|
|
|
4.29
|
|
$
|
474,746
|
|
Exercisable at December 29, 2018
|
11,547
|
|
|
$
|
70.74
|
|
|
2.92
|
|
$
|
457,529
|
|
Expected to vest as of December 29, 2018
|
3,713
|
|
|
$
|
106.02
|
|
|
8.17
|
|
$
|
16,606
|
|
(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 30, 2017
|
7,293
|
|
|
$
|
102.30
|
|
|
|
|
|
||
Granted
(b)
|
2,634
|
|
|
$
|
108.75
|
|
|
|
|
|
||
Converted
|
(2,362
|
)
|
|
$
|
99.73
|
|
|
|
|
|
||
Forfeited
|
(647
|
)
|
|
$
|
105.21
|
|
|
|
|
|
||
Actual performance change
(c)
|
257
|
|
|
$
|
98.92
|
|
|
|
|
|
||
Outstanding at December 29, 2018
(d)
|
7,175
|
|
|
$
|
105.13
|
|
|
1.22
|
|
$
|
791,878
|
|
Expected to vest as of December 29, 2018
|
6,667
|
|
|
$
|
104.90
|
|
|
1.15
|
|
$
|
735,813
|
|
(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 29, 2018
, at the threshold, target and maximum award levels were
zero
,
0.9 million
and
1.6 million
, respectively.
|
|
Long-Term Cash
Award
(a)
|
|
Balance Sheet Date Fair Value
(a)
|
|
Contractual Life Remaining
(years) |
||||
Outstanding at December 30, 2017
|
$
|
33,200
|
|
|
|
|
|
||
Granted
(b)
|
20,926
|
|
|
|
|
|
|||
Forfeited
|
(2,292
|
)
|
|
|
|
|
|||
Actual performance change
(c)
|
2,876
|
|
|
|
|
|
|||
Outstanding at December 29, 2018
(d)
|
$
|
54,710
|
|
|
$
|
55,809
|
|
|
1.22
|
Expected to vest as of December 29, 2018
|
$
|
51,159
|
|
|
$
|
52,148
|
|
|
1.17
|
(a)
|
In thousands.
|
(b)
|
Grant activity for all long-term cash awards are disclosed at target.
|
(c)
|
Reflects the net number of long-term cash awards above and below target levels based on actual performance measured at the end of the performance period.
|
(d)
|
The outstanding long-term cash awards for which the performance period has not ended as of December 29, 2018, at the threshold, target and maximum award levels were
zero
,
37.3
million and
74.5
million, respectively.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Stock Options
|
|
|
|
|
|
||||||
Total number of options granted
(a)
|
1,429
|
|
|
1,481
|
|
|
1,743
|
|
|||
Weighted-average grant-date fair value of options granted
|
$
|
9.80
|
|
|
$
|
8.25
|
|
|
$
|
6.94
|
|
Total intrinsic value of options exercised
(a)
|
$
|
224,663
|
|
|
$
|
327,860
|
|
|
$
|
290,131
|
|
Total grant-date fair value of options vested
(a)
|
$
|
15,506
|
|
|
$
|
23,122
|
|
|
$
|
18,840
|
|
RSUs/PSUs
|
|
|
|
|
|
||||||
Total number of RSUs/PSUs granted
(a)
|
2,634
|
|
|
2,824
|
|
|
3,054
|
|
|||
Weighted-average grant-date fair value of RSUs/PSUs granted
|
$
|
108.75
|
|
|
$
|
109.92
|
|
|
$
|
99.06
|
|
Total intrinsic value of RSUs/PSUs converted
(a)
|
$
|
260,287
|
|
|
$
|
380,269
|
|
|
$
|
359,401
|
|
Total grant-date fair value of RSUs/PSUs vested
(a)
|
$
|
232,141
|
|
|
$
|
264,923
|
|
|
$
|
257,648
|
|
PEPunits
|
|
|
|
|
|
||||||
Total intrinsic value of PEPunits converted
(a)
|
$
|
30,147
|
|
|
$
|
39,782
|
|
|
$
|
38,558
|
|
Total grant-date fair value of PEPunits vested
(a)
|
$
|
9,430
|
|
|
$
|
18,833
|
|
|
$
|
16,572
|
|
(a)
|
In thousands.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||||||
Change in projected benefit liability
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liability at beginning of year
|
$
|
14,777
|
|
|
$
|
13,192
|
|
|
$
|
3,490
|
|
|
$
|
3,124
|
|
|
$
|
1,187
|
|
|
$
|
1,208
|
|
Service cost
|
431
|
|
|
401
|
|
|
92
|
|
|
91
|
|
|
32
|
|
|
28
|
|
||||||
Interest cost
|
482
|
|
|
468
|
|
|
93
|
|
|
89
|
|
|
34
|
|
|
36
|
|
||||||
Plan amendments
|
83
|
|
|
10
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
(5
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Experience (gain)/loss
|
(972
|
)
|
|
1,529
|
|
|
(230
|
)
|
|
5
|
|
|
(147
|
)
|
|
21
|
|
||||||
Benefit payments
|
(956
|
)
|
|
(825
|
)
|
|
(114
|
)
|
|
(104
|
)
|
|
(108
|
)
|
|
(107
|
)
|
||||||
Settlement/curtailment
|
(74
|
)
|
|
(58
|
)
|
|
(35
|
)
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
36
|
|
|
60
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
2
|
|
||||||
Other, including foreign currency adjustment
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
303
|
|
|
(3
|
)
|
|
4
|
|
||||||
Liability at end of year
|
$
|
13,807
|
|
|
$
|
14,777
|
|
|
$
|
3,098
|
|
|
$
|
3,490
|
|
|
$
|
996
|
|
|
$
|
1,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at beginning of year
|
$
|
12,582
|
|
|
$
|
11,458
|
|
|
$
|
3,460
|
|
|
$
|
2,894
|
|
|
$
|
321
|
|
|
$
|
320
|
|
Actual return on plan assets
|
(789
|
)
|
|
1,935
|
|
|
(136
|
)
|
|
288
|
|
|
(21
|
)
|
|
52
|
|
||||||
Employer contributions/funding
|
1,495
|
|
|
60
|
|
|
120
|
|
|
104
|
|
|
93
|
|
|
56
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(956
|
)
|
|
(825
|
)
|
|
(114
|
)
|
|
(104
|
)
|
|
(108
|
)
|
|
(107
|
)
|
||||||
Settlement
|
(74
|
)
|
|
(46
|
)
|
|
(32
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, including foreign currency adjustment
|
—
|
|
|
—
|
|
|
(210
|
)
|
|
294
|
|
|
—
|
|
|
—
|
|
||||||
Fair value at end of year
|
$
|
12,258
|
|
|
$
|
12,582
|
|
|
$
|
3,090
|
|
|
$
|
3,460
|
|
|
$
|
285
|
|
|
$
|
321
|
|
Funded status
|
$
|
(1,549
|
)
|
|
$
|
(2,195
|
)
|
|
$
|
(8
|
)
|
|
$
|
(30
|
)
|
|
$
|
(711
|
)
|
|
$
|
(866
|
)
|
•
|
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
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||||||||
Service cost
|
$
|
431
|
|
|
$
|
401
|
|
|
$
|
393
|
|
|
$
|
92
|
|
|
$
|
91
|
|
|
$
|
80
|
|
|
$
|
32
|
|
|
$
|
28
|
|
|
$
|
31
|
|
Interest cost
|
482
|
|
|
468
|
|
|
484
|
|
|
93
|
|
|
89
|
|
|
94
|
|
|
34
|
|
|
36
|
|
|
41
|
|
|||||||||
Expected return on plan assets
|
(943
|
)
|
|
(849
|
)
|
|
(834
|
)
|
|
(197
|
)
|
|
(176
|
)
|
|
(163
|
)
|
|
(19
|
)
|
|
(22
|
)
|
|
(24
|
)
|
|||||||||
Amortization of prior service cost/(credits)
|
3
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(25
|
)
|
|
(38
|
)
|
|||||||||
Amortization of net losses/(gains)
|
179
|
|
|
123
|
|
|
168
|
|
|
45
|
|
|
53
|
|
|
40
|
|
|
(8
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|||||||||
|
152
|
|
|
144
|
|
|
210
|
|
|
33
|
|
|
57
|
|
|
51
|
|
|
19
|
|
|
5
|
|
|
9
|
|
|||||||||
Settlement/curtailment losses/(gain)
(a)
|
8
|
|
|
8
|
|
|
245
|
|
|
6
|
|
|
11
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||||||
Special termination benefits
|
36
|
|
|
60
|
|
|
11
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|||||||||
Total
|
$
|
196
|
|
|
$
|
212
|
|
|
$
|
466
|
|
|
$
|
41
|
|
|
$
|
68
|
|
|
$
|
61
|
|
|
$
|
20
|
|
|
$
|
7
|
|
|
$
|
(4
|
)
|
(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
|
|
|
|
|
|
|
|||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Liability discount rate
|
4.4
|
%
|
|
3.7
|
%
|
|
4.4
|
%
|
|
3.4
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|
4.2
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
Service cost discount rate
|
3.8
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
|
4.1
|
%
|
|
3.6
|
%
|
|
4.0
|
%
|
|
4.3
|
%
|
Interest cost discount rate
|
3.4
|
%
|
|
3.7
|
%
|
|
3.8
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
|
3.5
|
%
|
|
3.0
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
Expected return on plan assets
|
7.2
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
|
6.2
|
%
|
|
6.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
Liability rate of salary increases
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.7
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
|
|
|
|
|
|||
Expense rate of salary increases
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
3.6
|
%
|
|
|
|
|
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024 - 2028
|
|
||||||
Pension
|
$
|
1,060
|
|
|
$
|
960
|
|
|
$
|
875
|
|
|
$
|
915
|
|
|
$
|
950
|
|
|
$
|
5,265
|
|
Retiree medical
(a)
|
$
|
115
|
|
|
$
|
105
|
|
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
95
|
|
|
$
|
395
|
|
(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
2019
through
2023
and approximately
$6 million
in total for 2024 through 2028.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
||||||
Discretionary
(a)
|
$
|
1,417
|
|
|
$
|
6
|
|
|
$
|
459
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-discretionary
|
198
|
|
|
158
|
|
|
200
|
|
|
56
|
|
|
56
|
|
|
36
|
|
||||||
Total
|
$
|
1,615
|
|
|
$
|
164
|
|
|
$
|
659
|
|
|
$
|
93
|
|
|
$
|
56
|
|
|
$
|
36
|
|
(a)
|
Includes
$1.4 billion
contribution in 2018 to fund Plan A in the United States. Includes $
452 million
in 2016 relating to the funding of the group annuity contract purchase from an unrelated insurance company.
|
|
2019
|
|
|
2018
|
|
Fixed income
|
47
|
%
|
|
47
|
%
|
U.S. equity
|
29
|
%
|
|
29
|
%
|
International equity
|
20
|
%
|
|
20
|
%
|
Real estate
|
4
|
%
|
|
4
|
%
|
|
2018
|
|
2017
|
||||||||||||||||
|
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)
|
$
|
5,605
|
|
|
$
|
5,595
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
6,904
|
|
Government securities
(c)
|
1,674
|
|
|
—
|
|
|
1,674
|
|
|
—
|
|
|
1,365
|
|
|||||
Corporate bonds
(c)
|
4,145
|
|
|
—
|
|
|
4,145
|
|
|
—
|
|
|
3,429
|
|
|||||
Mortgage-backed securities
(c)
|
212
|
|
|
—
|
|
|
212
|
|
|
—
|
|
|
217
|
|
|||||
Contracts with insurance companies
(d)
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
8
|
|
|||||
Cash and cash equivalents
|
215
|
|
|
215
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|||||
Sub-total U.S. plan assets
|
11,860
|
|
|
$
|
5,810
|
|
|
$
|
6,041
|
|
|
$
|
9
|
|
|
12,159
|
|
||
Real estate commingled funds measured at net asset value
(e)
|
618
|
|
|
|
|
|
|
|
|
675
|
|
||||||||
Dividends and interest receivable, net of payables
|
65
|
|
|
|
|
|
|
|
|
69
|
|
||||||||
Total U.S. plan assets
|
$
|
12,543
|
|
|
|
|
|
|
|
|
$
|
12,903
|
|
||||||
International plan assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
(b)
|
$
|
1,651
|
|
|
$
|
1,621
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
1,928
|
|
Government securities
(c)
|
433
|
|
|
—
|
|
|
433
|
|
|
—
|
|
|
492
|
|
|||||
Corporate bonds
(c)
|
478
|
|
|
—
|
|
|
478
|
|
|
—
|
|
|
493
|
|
|||||
Fixed income commingled funds
(f)
|
356
|
|
|
356
|
|
|
—
|
|
|
—
|
|
|
383
|
|
|||||
Contracts with insurance companies
(d)
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|||||
Cash and cash equivalents
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Sub-total international plan assets
|
2,981
|
|
|
$
|
2,004
|
|
|
$
|
941
|
|
|
$
|
36
|
|
|
3,351
|
|
||
Real estate commingled funds measured at net asset value
(e)
|
102
|
|
|
|
|
|
|
|
|
102
|
|
||||||||
Dividends and interest receivable
|
7
|
|
|
|
|
|
|
|
|
7
|
|
||||||||
Total international plan assets
|
$
|
3,090
|
|
|
|
|
|
|
|
|
$
|
3,460
|
|
(a)
|
2018
and
2017
amounts include
$285 million
and $
321 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 15% and 19% of total U.S. plan assets for
2018
and
2017
, respectively. 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
28%
and
23%
of total U.S. plan assets for
2018
and
2017
, 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 29, 2018 and December 30, 2017.
|
(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.
|
|
2019
|
|
2018
|
||
Average increase assumed
|
6
|
%
|
|
6
|
%
|
Ultimate projected increase
|
5
|
%
|
|
5
|
%
|
Year of ultimate projected increase
|
2039
|
|
|
2039
|
|
|
2018
(a)
|
|
|
2017
(a)
|
|
||
Short-term debt obligations
(b)
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
3,953
|
|
|
$
|
4,020
|
|
Commercial paper (1.3%)
|
—
|
|
|
1,385
|
|
||
Other borrowings (6.0% and 4.7%)
|
73
|
|
|
80
|
|
||
|
$
|
4,026
|
|
|
$
|
5,485
|
|
Long-term debt obligations
(b)
|
|
|
|
||||
Notes due 2018 (2.4%)
|
$
|
—
|
|
|
$
|
4,016
|
|
Notes due 2019 (3.1% and 2.1%)
|
3,948
|
|
|
3,933
|
|
||
Notes due 2020 (3.9% and 3.1%)
|
3,784
|
|
|
3,792
|
|
||
Notes due 2021 (3.1% and 2.4%)
|
3,257
|
|
|
3,300
|
|
||
Notes due 2022 (2.8% and 2.6%)
|
3,802
|
|
|
3,853
|
|
||
Notes due 2023 (2.9% and 2.4%)
|
1,270
|
|
|
1,257
|
|
||
Notes due 2024-2047 (3.7% and 3.8%)
|
16,161
|
|
|
17,634
|
|
||
Other, due 2018-2026 (1.3% and 1.3%)
|
26
|
|
|
31
|
|
||
|
32,248
|
|
|
37,816
|
|
||
Less: current maturities of long-term debt obligations
|
(3,953
|
)
|
|
(4,020
|
)
|
||
Total
|
$
|
28,295
|
|
|
$
|
33,796
|
|
(a)
|
Amounts are shown net of unamortized net discounts of
$119 million
and
$155 million
for 2018 and 2017, respectively.
|
(b)
|
The interest rates presented reflect weighted-average effective interest 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 Tendered
|
|||
7.290
|
%
|
|
September 2026
|
|
$
|
11
|
|
7.440
|
%
|
|
September 2026
|
|
$
|
4
|
|
7.000
|
%
|
|
March 2029
|
|
$
|
357
|
|
5.500
|
%
|
|
May 2035
|
|
$
|
138
|
|
4.875
|
%
|
|
November 2040
|
|
$
|
410
|
|
5.500
|
%
|
|
January 2040
|
|
$
|
408
|
|
Interest Rate
|
|
Maturity Date
|
|
Amount
|
|||
7.290
|
%
|
|
September 2026
|
|
$
|
88
|
|
7.440
|
%
|
|
September 2026
|
|
$
|
21
|
|
7.000
|
%
|
|
March 2029
|
|
$
|
516
|
|
5.500
|
%
|
|
May 2035
|
|
$
|
107
|
|
•
|
commodity prices, affecting the cost of our raw materials and energy;
|
•
|
foreign exchange rates and currency restrictions; and
|
•
|
interest rates.
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
Fair Value Hierarchy Levels
(a)
|
|
Assets
(a)
|
|
Liabilities
(a)
|
|
Assets
(a)
|
|
Liabilities
(a)
|
||||||||
Available-for-sale debt securities
(b)
|
2
|
|
$
|
3,658
|
|
|
$
|
—
|
|
|
$
|
14,510
|
|
|
$
|
—
|
|
Short-term investments
(c)
|
1
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
228
|
|
|
$
|
—
|
|
Prepaid forward contracts
(d)
|
2
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
Deferred compensation
(e)
|
2
|
|
$
|
—
|
|
|
$
|
450
|
|
|
$
|
—
|
|
|
$
|
503
|
|
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
(f)
|
2
|
|
$
|
1
|
|
|
$
|
108
|
|
|
$
|
24
|
|
|
$
|
130
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
(g)
|
2
|
|
$
|
44
|
|
|
$
|
14
|
|
|
$
|
15
|
|
|
$
|
31
|
|
Interest rate
(g)
|
2
|
|
—
|
|
|
323
|
|
|
—
|
|
|
213
|
|
||||
Commodity
(h)
|
1
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Commodity
(i)
|
2
|
|
—
|
|
|
3
|
|
|
2
|
|
|
—
|
|
||||
|
|
|
$
|
44
|
|
|
$
|
341
|
|
|
$
|
17
|
|
|
$
|
246
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange
(g)
|
2
|
|
$
|
3
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
3
|
|
Commodity
(h)
|
1
|
|
2
|
|
|
17
|
|
|
—
|
|
|
19
|
|
||||
Commodity
(i)
|
2
|
|
5
|
|
|
92
|
|
|
85
|
|
|
12
|
|
||||
|
|
|
$
|
10
|
|
|
$
|
119
|
|
|
$
|
95
|
|
|
$
|
34
|
|
Total derivatives at fair value
(j)
|
|
|
$
|
55
|
|
|
$
|
568
|
|
|
$
|
136
|
|
|
$
|
410
|
|
Total
|
|
|
$
|
3,931
|
|
|
$
|
1,018
|
|
|
$
|
14,901
|
|
|
$
|
913
|
|
(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 quoted broker prices or other significant inputs derived from or corroborated by observable market data. As of
December 29, 2018
, these debt securities were primarily classified as cash equivalents. 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. The decrease primarily reflects net maturities and sales of debt securities with maturities greater than three months. Refer to the cash flow statement and “Our Liquidity and Capital Resources” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on use of these proceeds.
|
(c)
|
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.
|
(d)
|
Based primarily on the price of our common stock.
|
(e)
|
Based on the fair value of investments corresponding to employees’ investment elections.
|
(f)
|
Based on LIBOR forward rates.
|
(g)
|
Based on recently reported market transactions of spot and forward rates.
|
(h)
|
Based on quoted contract prices on futures exchange markets.
|
(i)
|
Based on recently reported market transactions of swap arrangements.
|
(j)
|
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 29, 2018
and
December 30, 2017
were not material. Collateral received or posted against any of our asset or liability positions were not material. Collateral posted is classified as restricted cash. See Note 13 for further information.
|
|
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)
|
||||||||||||||||||
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|||||||
Foreign exchange
|
$
|
9
|
|
|
$
|
(15
|
)
|
|
$
|
(52
|
)
|
|
$
|
62
|
|
|
$
|
(8
|
)
|
|
$
|
10
|
|
Interest rate
|
53
|
|
|
101
|
|
|
110
|
|
|
(195
|
)
|
|
119
|
|
|
(184
|
)
|
||||||
Commodity
|
117
|
|
|
(48
|
)
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Net investment
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
157
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
179
|
|
|
$
|
38
|
|
|
$
|
(16
|
)
|
|
$
|
27
|
|
|
$
|
111
|
|
|
$
|
(171
|
)
|
(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.
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Income
|
|
Shares
(a)
|
|
Income
|
|
Shares
(a)
|
|
Income
|
|
Shares
(a)
|
|||||||||
Net income attributable to PepsiCo
|
$
|
12,515
|
|
|
|
|
$
|
4,857
|
|
|
|
|
$
|
6,329
|
|
|
|
|||
Preferred shares:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Dividends
|
—
|
|
|
|
|
—
|
|
|
|
|
(1
|
)
|
|
|
||||||
Redemption premium
|
(2
|
)
|
|
|
|
(4
|
)
|
|
|
|
(5
|
)
|
|
|
||||||
Net income available for PepsiCo
common shareholders
|
$
|
12,513
|
|
|
1,415
|
|
|
$
|
4,853
|
|
|
1,425
|
|
|
$
|
6,323
|
|
|
1,439
|
|
Basic net income attributable to
PepsiCo per common share
|
$
|
8.84
|
|
|
|
|
$
|
3.40
|
|
|
|
|
$
|
4.39
|
|
|
|
|||
Net income available for PepsiCo
common shareholders
|
$
|
12,513
|
|
|
1,415
|
|
|
$
|
4,853
|
|
|
1,425
|
|
|
$
|
6,323
|
|
|
1,439
|
|
Dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock options, RSUs, PSUs, PEPunits and Other
|
—
|
|
|
10
|
|
|
—
|
|
|
12
|
|
|
1
|
|
|
12
|
|
|||
Employee stock ownership plan (ESOP) convertible preferred stock
|
2
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
5
|
|
|
1
|
|
|||
Diluted
|
$
|
12,515
|
|
|
1,425
|
|
|
$
|
4,857
|
|
|
1,438
|
|
|
$
|
6,329
|
|
|
1,452
|
|
Diluted net income attributable to
PepsiCo per common share
|
$
|
8.78
|
|
|
|
|
$
|
3.38
|
|
|
|
|
$
|
4.36
|
|
|
|
(a)
|
Weighted-average common shares outstanding (in millions).
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Out-of-the-money options
(a)
|
0.7
|
|
|
0.4
|
|
|
0.7
|
|
|||
Average exercise price per option
|
$
|
109.83
|
|
|
$
|
110.12
|
|
|
$
|
99.98
|
|
(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 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 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
(b)
|
1,049
|
|
|
130
|
|
|
(375
|
)
|
|
25
|
|
|
—
|
|
|
829
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(171
|
)
|
|
158
|
|
|
(99
|
)
|
|
—
|
|
|
(112
|
)
|
||||||
Net 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
|
)
|
||||||
Other comprehensive (loss)/income before reclassifications
(c)
|
(1,664
|
)
|
|
(61
|
)
|
|
(813
|
)
|
|
6
|
|
|
—
|
|
|
(2,532
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
44
|
|
|
111
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
373
|
|
||||||
Net other comprehensive (loss)/income
|
(1,620
|
)
|
|
50
|
|
|
(595
|
)
|
|
6
|
|
|
—
|
|
|
(2,159
|
)
|
||||||
Tax amounts
|
(21
|
)
|
|
(10
|
)
|
|
128
|
|
|
—
|
|
|
—
|
|
|
97
|
|
||||||
Balance as of December 29, 2018
(a)
|
$
|
(11,918
|
)
|
|
$
|
87
|
|
|
$
|
(3,271
|
)
|
|
$
|
2
|
|
|
$
|
(19
|
)
|
|
$
|
(15,119
|
)
|
(a)
|
Pension and retiree medical amounts are net of taxes of
$1,253 million
as of December 26, 2015,
$1,280 million
as of December 31, 2016,
$1,338 million
as of December 30, 2017 and
$1,466 million
as of December 29, 2018.
|
(b)
|
Currency translation adjustment primarily reflects the appreciation of the euro, Russian ruble, Pound sterling and Canadian dollar.
|
(c)
|
Currency translation adjustment primarily reflects the depreciation of the Russian ruble, Canadian dollar, Pound sterling and Brazilian real.
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Income Statement
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
|
||||||
Currency translation:
|
|
|
|
|
|
|
|
||||||
Divestitures
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Net revenue
|
Foreign exchange contracts
|
(7
|
)
|
|
10
|
|
|
(46
|
)
|
|
Cost of sales
|
|||
Interest rate derivatives
|
119
|
|
|
(184
|
)
|
|
187
|
|
|
Interest expense
|
|||
Commodity contracts
|
3
|
|
|
4
|
|
|
3
|
|
|
Cost of sales
|
|||
Commodity contracts
|
(3
|
)
|
|
(1
|
)
|
|
4
|
|
|
Selling, general and administrative expenses
|
|||
Net losses/(gains) before tax
|
111
|
|
|
(171
|
)
|
|
150
|
|
|
|
|||
Tax amounts
|
(27
|
)
|
|
64
|
|
|
(63
|
)
|
|
|
|||
Net losses/(gains) after tax
|
$
|
84
|
|
|
$
|
(107
|
)
|
|
$
|
87
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension and retiree medical items:
|
|
|
|
|
|
|
|
||||||
Amortization of net prior service credit
|
$
|
(17
|
)
|
|
$
|
(24
|
)
|
|
$
|
(39
|
)
|
|
Other pension and retiree medical benefits income/(expense)
|
Amortization of net losses
|
216
|
|
|
167
|
|
|
209
|
|
|
Other pension and retiree medical benefits income/(expense)
|
|||
Settlement/curtailment
|
19
|
|
|
15
|
|
|
237
|
|
|
Other pension and retiree medical benefits income/(expense)
|
|||
Net losses before tax
|
218
|
|
|
158
|
|
|
407
|
|
|
|
|||
Tax amounts
|
(45
|
)
|
|
(44
|
)
|
|
(144
|
)
|
|
|
|||
Net losses after tax
|
$
|
173
|
|
|
$
|
114
|
|
|
$
|
263
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||
Sale of Britvic securities
|
$
|
—
|
|
|
$
|
(99
|
)
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
Tax amount
|
—
|
|
|
10
|
|
|
—
|
|
|
|
|||
Net gain after tax
|
$
|
—
|
|
|
$
|
(89
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net losses/(gains) reclassified for the year, net of tax
|
$
|
301
|
|
|
$
|
(82
|
)
|
|
$
|
350
|
|
|
|
|
2018
|
|
|
2017
|
|
||
Cash and cash equivalents
|
$
|
8,721
|
|
|
$
|
10,610
|
|
Restricted cash
(a)
|
1,997
|
|
|
—
|
|
||
Restricted cash included in other assets
(b)
|
51
|
|
|
47
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
10,769
|
|
|
$
|
10,657
|
|
(a)
|
Represents consideration held by our paying agent in connection with our acquisition of SodaStream.
|
(b)
|
Restricted cash included in other assets primarily relates to collateral posted against our derivative asset or liability positions.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Accounts and notes receivable
|
|
|
|
|
|
||||||
Trade receivables
|
$
|
6,079
|
|
|
$
|
5,956
|
|
|
|
||
Other receivables
|
1,164
|
|
|
1,197
|
|
|
|
||||
|
7,243
|
|
|
7,153
|
|
|
|
||||
Allowance, beginning of year
|
129
|
|
|
134
|
|
|
$
|
130
|
|
||
Net amounts charged to expense
|
16
|
|
|
26
|
|
|
37
|
|
|||
Deductions
(a)
|
(33
|
)
|
|
(35
|
)
|
|
(30
|
)
|
|||
Other
(b)
|
(11
|
)
|
|
4
|
|
|
(3
|
)
|
|||
Allowance, end of year
|
101
|
|
|
129
|
|
|
$
|
134
|
|
||
Net receivables
|
$
|
7,142
|
|
|
$
|
7,024
|
|
|
|
||
|
|
|
|
|
|
||||||
Inventories
(c)
|
|
|
|
|
|
||||||
Raw materials and packaging
|
$
|
1,312
|
|
|
$
|
1,344
|
|
|
|
||
Work-in-process
|
178
|
|
|
167
|
|
|
|
||||
Finished goods
|
1,638
|
|
|
1,436
|
|
|
|
||||
|
$
|
3,128
|
|
|
$
|
2,947
|
|
|
|
||
|
|
|
|
|
|
||||||
Other assets
|
|
|
|
|
|
||||||
Noncurrent notes and accounts receivable
|
$
|
86
|
|
|
$
|
59
|
|
|
|
||
Deferred marketplace spending
|
112
|
|
|
134
|
|
|
|
||||
Pension plans
(d)
|
269
|
|
|
374
|
|
|
|
||||
Other
|
293
|
|
|
346
|
|
|
|
||||
|
$
|
760
|
|
|
$
|
913
|
|
|
|
||
|
|
|
|
|
|
||||||
Accounts payable and other current liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
7,213
|
|
|
$
|
6,727
|
|
|
|
||
Accrued marketplace spending
|
2,541
|
|
|
2,390
|
|
|
|
||||
Accrued compensation and benefits
|
1,755
|
|
|
1,785
|
|
|
|
||||
Dividends payable
|
1,329
|
|
|
1,161
|
|
|
|
||||
SodaStream consideration payable
|
1,997
|
|
|
—
|
|
|
|
||||
Other current liabilities
|
3,277
|
|
|
2,954
|
|
|
|
||||
|
$
|
18,112
|
|
|
$
|
15,017
|
|
|
|
(a)
|
Includes accounts written off.
|
(b)
|
Includes adjustments related primarily to currency translation and other adjustments.
|
(c)
|
Approximately
5%
of the inventory cost in 2018 and 2017 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.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Interest paid
(a)
|
$
|
1,388
|
|
|
$
|
1,123
|
|
|
$
|
1,102
|
|
Income taxes paid, net of refunds
(b)
|
$
|
1,203
|
|
|
$
|
1,962
|
|
|
$
|
1,393
|
|
(a)
|
In 2018 and 2016, excludes the premiums paid in accordance with the debt transactions discussed in Note 8.
|
(b)
|
In 2018, includes tax payments of $115 million related to the TCJ Act.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Rent expense
|
$
|
771
|
|
|
$
|
742
|
|
|
$
|
701
|
|
|
Operating Lease Payments
|
|
|
2019
|
$
|
459
|
|
2020
|
406
|
|
|
2021
|
294
|
|
|
2022
|
210
|
|
|
2023
|
161
|
|
|
2024 and beyond
|
310
|
|
|
Total minimum operating lease payments
|
$
|
1,840
|
|
|
|
|
/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/ RAMON L. LAGUARTA
|
|
Ramon L. Laguarta
|
|
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 29, 2018, December 30, 2017 and December 31, 2016
|
|
Consolidated Statement of Comprehensive Income – Fiscal years ended December 29, 2018, December 30, 2017 and December 31, 2016
|
|
Consolidated Statement of Cash Flows – Fiscal years ended December 29, 2018, December 30, 2017 and December 31, 2016
|
|
Consolidated Balance Sheet – December 29, 2018 and December 30, 2017
|
|
Consolidated Statement of Equity – Fiscal years ended December 29, 2018, December 30, 2017 and December 31, 2016
|
|
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 Securities and Exchange Commission, upon request, a copy of any instrument, not otherwise filed herewith, defining the rights of holders of long-term debt of PepsiCo, Inc. and its consolidated subsidiaries and for any of its unconsolidated subsidiaries for which 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
|
|
10.1
|
|
10.2
|
10.18
|
|
10.19
|
|
10.20
|
|
10.21
|
|
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
|
|
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 29, 2018 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/ Ramon L. Laguarta
|
|
|
Ramon L. Laguarta
|
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
|
|
SIGNATURE
|
TITLE
|
DATE
|
/s/ Ramon L. Laguarta
|
Chairman of the Board of Directors
|
February 15, 2019
|
Ramon L. Laguarta
|
and Chief Executive Officer
|
|
/s/ Hugh F. Johnston
|
Vice Chairman, Executive Vice President
|
February 15, 2019
|
Hugh F. Johnston
|
and Chief Financial Officer
|
|
/s/ Marie T. Gallagher
|
Senior Vice President and Controller
|
February 15, 2019
|
Marie T. Gallagher
|
(Principal Accounting Officer)
|
|
/s/ Shona L. Brown
|
Director
|
February 15, 2019
|
Shona L. Brown
|
|
|
/s/ George W. Buckley
|
Director
|
February 15, 2019
|
George W. Buckley
|
|
|
/s/ Cesar Conde
|
Director
|
February 15, 2019
|
Cesar Conde
|
|
|
/s/ Ian M. Cook
|
Director
|
February 15, 2019
|
Ian M. Cook
|
|
|
/s/ Dina Dublon
|
Director
|
February 15, 2019
|
Dina Dublon
|
|
|
/s/ Richard W. Fisher
|
Director
|
February 15, 2019
|
Richard W. Fisher
|
|
|
/s/ William R. Johnson
|
Director
|
February 15, 2019
|
William R. Johnson
|
|
|
/s/ David C. Page
|
Director
|
February 15, 2019
|
David C. Page
|
|
|
/s/ Robert C. Pohlad
|
Director
|
February 15, 2019
|
Robert C. Pohlad
|
|
|
/s/ Daniel Vasella
|
Director
|
February 15, 2019
|
Daniel Vasella
|
|
|
/s/ Darren Walker
|
Director
|
February 15, 2019
|
Darren Walker
|
|
|
/s/ Alberto Weisser
|
Director
|
February 15, 2019
|
Alberto Weisser
|
|
|
ARTICLE I – HISTORY AND GENERAL INFORMATION
|
1
|
|
|
ARTICLE II – DEFINITIONS AND CONSTRUCTION
|
3
|
|
|
2.01
|
Definitions
|
3
|
|
2.02
|
Construction
|
9
|
|
ARTICLE III – MEMBERSHIP
|
10
|
|
|
3.01
|
Eligibility for Membership
|
10
|
|
3.02
|
Admission to Membership
|
10
|
|
ARTICLE IV – REQUIREMENTS FOR BENEFITS
|
11
|
|
|
4.01
|
Normal Retirement Pension
|
11
|
|
4.02
|
Early Retirement Pension
|
11
|
|
4.03
|
Special Early Retirement Pension
|
11
|
|
4.04
|
Deferred Vested Pension
|
12
|
|
4.05
|
Late Retirement Pension
|
12
|
|
4.06
|
Vesting
|
13
|
|
4.07
|
Special Vesting for Approved Transfers and Status Changes
|
13
|
|
4.08
|
Accruals After Benefit Commencement
|
13
|
|
ARTICLE V – DISTRIBUTION OPTIONS
|
15
|
|
|
5.01
|
Distribution Options
|
15
|
|
5.02
|
Normal Forms of Payment
|
15
|
|
5.03
|
Optional Forms of Payment
|
16
|
|
5.04
|
Applicability of Certain Options
|
19
|
|
5.05
|
Cashout of Small Benefits
|
19
|
|
5.06
|
Designation of Dependant
|
20
|
|
ARTICLE VI – DEATH BENEFITS
|
21
|
|
|
6.01
|
Active and Retirement-Eligible Members
|
21
|
|
6.02
|
Vested Members
|
21
|
|
6.03
|
Form and Time of Payment of Death Benefits
|
21
|
|
6.04
|
Disposition of Death Benefits
|
22
|
|
ARTICLE VII – ADMINISTRATION
|
23
|
|
|
7.01
|
Authority to Administer Plan
|
23
|
|
7.02
|
Facility of Payment
|
23
|
|
7.03
|
Claims Procedure
|
23
|
|
7.04
|
Limitations on Actions
|
24
|
|
7.05
|
Restriction of Venue
|
25
|
|
7.06
|
Effect of Specific References
|
25
|
|
ARTICLE VIII – AMENDMENT AND TERMINATION
|
26
|
|
|
8.01
|
Continuation of the Plan
|
26
|
|
8.02
|
Amendment
|
26
|
|
8.03
|
Termination
|
26
|
|
ARTICLE IX – MISCELLANEOUS
|
27
|
|
9.01
|
Unfunded Plan
|
27
|
|
9.02
|
Costs of the Plan
|
27
|
|
9.03
|
Temporary Absence of Member
|
27
|
|
9.04
|
Taxes, Etc.
|
27
|
|
9.05
|
Nonguarantee of Employment
|
27
|
|
9.06
|
No Right to Benefits
|
28
|
|
9.07
|
Charges on Benefits and Recovery of Excess Payments
|
28
|
|
9.08
|
Termination for Cause; Prohibited Misconduct
|
29
|
|
9.09
|
Notices
|
31
|
|
9.10
|
Plan Documentation
|
31
|
|
9.11
|
Currency of Payment
|
31
|
|
9.12
|
Governing Law
|
31
|
|
9.13
|
Exemption from ERISA
|
31
|
|
9.14
|
Exemption from Section 409A
|
31
|
|
ARTICLE X – SIGNATURE
|
33
|
|
|
TABLE A - CALCULATION OF PENSIONS
|
34
|
|
|
APPENDIX ERW - EARLY RETIREMENT WINDOWS
|
39
|
|
(1)
|
Civil Union
.
If the Member has entered into a civil union or similar government-recognized status that is valid on the applicable date under the law of the location that is determined by the Vice President to be the Member’s principal residence, the Participant’s Domestic Partner (if any) is the individual with whom the Participant has entered into such status, provided that such individual submits a claim for benefits within 60 days of Member’s date of death (and if no such claim is submitted, the individual shall not be a Domestic Partner under this paragraph (1))
.
|
(2)
|
Benefits Enrollment
. If the Member does not have a Domestic Partner pursuant to paragraph (1) above, the Member’s Eligible Domestic Partner (if any) is the individual who, on the applicable date, was enrolled, as the Member’s domestic partner, in the Cigna International Health Program (or its successor) sponsored by the Corporation.
|
(3)
|
Other Acceptable Evidence of Partnership
. If the Member does not have a Domestic Partner under paragraph (1) or (2) above, such Member’s Domestic Partner, if any, is the individual who, as of the applicable date, satisfies such criteria of domestic partnership as the Vice President has specified in writing, provided that such individual submits a claim for benefits within 60 days of the Member’s date of death (and if no such claim is submitted, the individual shall not be a Domestic Partner under this paragraph (3)).
|
(4)
|
Additional Rules
. For purposes of this definition, “applicable date” means the earlier of the Member’s Annuity Starting Date or the date of the Member’s death. The term “Eligible Domestic Partner” does not apply to a Member’s Eligible Spouse. A Member is not permitted to have more than one Eligible Domestic Partner at any point in time, and a Member who has an Eligible Spouse is not permitted to have an Eligible Domestic Partner.
|
ARTICLE I – HISTORY AND GENERAL INFORMATION
|
1
|
|
|
ARTICLE II – DEFINITIONS AND CONSTRUCTION
|
3
|
|
|
2.01
|
Definitions
|
3
|
|
2.02
|
Construction
|
8
|
|
ARTICLE III – MEMBERSHIP
|
10
|
|
|
3.01
|
Eligibility for Membership
|
10
|
|
3.02
|
Admission to Membership
|
10
|
|
3.03
|
Active and Inactive Membership
|
10
|
|
ARTICLE IV – CONTRIBUTIONS
|
11
|
|
|
4.01
|
Contributions
|
11
|
|
4.02
|
Offsets
|
12
|
|
ARTICLE V – MEMBER ACCOUNTS
|
13
|
|
|
5.01
|
Accounting for Members' Interests
|
13
|
|
5.02
|
Vesting
|
13
|
|
5.03
|
Special Vesting for Approved Transfers and Status Changes
|
13
|
|
ARTICLE VI – DISTRIBUTION OF BENEFITS
|
15
|
|
|
6.01
|
Distribution Rules Generally
|
15
|
|
6.02
|
Distributions Upon Termination of Employment
|
15
|
|
6.03
|
Distribution Upon Death
|
15
|
|
6.04
|
Valuation
|
15
|
|
6.05
|
Designation of Dependant
|
15
|
|
ARTICLE VII – ADMINISTRATION
|
17
|
|
|
7.01
|
Authority to Administer Plan
|
17
|
|
7.02
|
Facility of Payment
|
17
|
|
7.03
|
Claims Procedure
|
17
|
|
7.04
|
Limitations on Actions
|
18
|
|
7.05
|
Restriction of Venue
|
19
|
|
7.06
|
Effect of Specific References
|
19
|
|
ARTICLE VIII – AMENDMENT AND TERMINATION
|
20
|
|
|
8.01
|
Continuation of the Plan
|
20
|
|
8.02
|
Amendment
|
20
|
|
8.03
|
Termination
|
20
|
|
ARTICLE IX – MISCELLANEOUS
|
21
|
|
|
9.01
|
Unfunded Plan
|
21
|
|
9.02
|
Costs of the Plan
|
21
|
|
9.03
|
Temporary Absence of Member
|
21
|
|
9.04
|
Taxes, Etc.
|
21
|
|
9.05
|
Nonguarantee of Employment
|
21
|
|
9.06
|
No Right to Benefits
|
22
|
|
9.07
|
Charges on Benefits and Recovery of Excess Payments
|
22
|
|
9.08
|
Prohibited Misconduct
|
23
|
|
9.09
|
Notices
|
25
|
|
9.10
|
Plan Documentation
|
25
|
|
9.11
|
Currency of Payment
|
25
|
|
9.12
|
Governing Law
|
25
|
|
9.13
|
Exemption from ERISA
|
25
|
|
9.14
|
Exemption from Section 409A
|
25
|
|
ARTICLE X – SIGNATURE
|
27
|
|
|
APPENDIX
|
28
|
|
(1)
|
Civil Union
.
If the Member has entered into a civil union or similar government-recognized status that is valid at the Member’s death under the law of the location that is determined by the Vice President to be the Member’s principal residence, the Participant’s Domestic Partner (if any) is the individual with whom the Participant has entered into such status, provided that such individual submits a claim for benefits within 60 days of Member’s date of death (and if no such claim is submitted, the individual shall not be a Domestic Partner under this Section 2.01(i)(1))
.
|
(2)
|
Benefits Enrollment
. If the Member does not have a Domestic Partner pursuant to subsection (1) above, the Member’s Eligible Domestic Partner (if any) is the individual who, on the applicable date, was enrolled, as the Member’s domestic partner, in the Cigna International Health Program (or its successor) sponsored by the Corporation.
|
(3)
|
Other Acceptable Evidence of Partnership
. If the Member does not have a Domestic Partner under paragraph (1) or (2) above, such Member’s Domestic Partner, if any, is the individual who satisfies such criteria of domestic partnership as the Vice President has specified in writing, provided that such individual submits a claim for benefits
|
(4)
|
Additional Rules
. The term “Eligible Domestic Partner” does not apply to a Member’s Eligible Spouse. A Member is not permitted to have more than one Eligible Domestic Partner at any point in time, and a Member who has an Eligible Spouse is not permitted to have an Eligible Domestic Partner.
|
|
|
Page No.
|
|
ARTICLE I
|
FOREWARD
|
1
|
|
ARTICLE II
|
DEFINITIONS AND CONSTRUCTION
|
3
|
|
2.1
|
Definitions
|
3
|
|
|
Accrued Benefit
|
3
|
|
|
Actuarial Equivalent
|
3
|
|
|
Annuity
|
5
|
|
|
Annuity Starting Date
|
6
|
|
|
Cashout Limit
|
6
|
|
|
Code
|
6
|
|
|
Company
|
6
|
|
|
Covered Compensation
|
6
|
|
|
Credited Service
|
6
|
|
|
Disability Retirement Pension
|
6
|
|
|
Early 409A Retirement Pension
|
6
|
|
|
Elapsed Time Service
|
7
|
|
|
Eligible Domestic Partner
|
7
|
|
|
Eligible Spouse
|
9
|
|
|
Employee
|
9
|
|
|
Employer
|
9
|
|
|
ERISA
|
9
|
|
|
FICA Amount
|
9
|
|
|
409A Program
|
9
|
|
|
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
|
15
|
|
|
PepsiCo Organization
|
16
|
|
|
Plan
|
16
|
|
|
Plan Administrator
|
16
|
|
|
Plan Year
|
16
|
|
|
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
|
25
|
|
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
|
41
|
|
5.1
|
Participant’s 409A Pension
|
41
|
|
5.2
|
PEP Guarantee
|
43
|
|
5.3
|
Amount of Pre-Retirement Spouse’s 409A Pension
|
49
|
|
5.4
|
Certain Adjustments
|
52
|
|
5.5
|
Excludable Employment
|
53
|
|
5.6
|
Pre-409A Pension
|
54
|
|
5.7
|
Offset
|
54
|
|
5.8
|
Amount of Pre-Retirement Domestic Partner’s Pension
|
54
|
|
ARTICLE VI
|
DISTRIBUTION OF BENEFITS
|
59
|
|
6.1
|
Form and Timing of Distributions
|
59
|
|
6.2
|
Available Forms of Payment
|
62
|
|
6.3
|
Procedures for Elections
|
65
|
|
6.4
|
Special Rules for Survivor Options
|
67
|
|
6.5
|
Designation of Beneficiary
|
69
|
|
6.6
|
Required Delay for Key Employees
|
69
|
|
6.7
|
Payment of FICA and Related Income Taxes
|
71
|
|
ARTICLE VII
|
ADMINISTRATION
|
73
|
|
7.1
|
Authority to Administer Plan
|
73
|
|
7.2
|
Facility of Payment
|
73
|
|
7.3
|
Claims Procedure
|
74
|
|
7.4
|
Effect of Specific References
|
76
|
|
7.5
|
Claimant Must Exhaust the Plan’s Claims Procedures Before Filing in Court
|
76
|
|
7.6
|
Limitations on Actions
|
79
|
|
7.7
|
Restriction on Venue
|
79
|
|
ARTICLE VIII
|
MISCELLANEOUS
|
80
|
|
8.1
|
Nonguarantee of Employment
|
80
|
|
8.2
|
Nonalienation of Benefits
|
80
|
|
8.3
|
Unfunded Plan
|
80
|
|
8.4
|
Action by the Company
|
81
|
|
8.5
|
Indemnification
|
81
|
|
8.6
|
Compliance with Section 409A
|
81
|
|
8.7
|
Section 457A
|
82
|
|
8.8
|
Authorized Transfers
|
83
|
|
ARTICLE IX
|
AMENDMENT AND TERMINATION
|
84
|
|
9.1
|
Continuation of the Plan
|
84
|
|
9.2
|
Amendments
|
84
|
|
9.3
|
Termination
|
84
|
|
9.4
|
Change in Control
|
85
|
|
ARTICLE X
|
ERISA PLAN STRUCTURE
|
86
|
|
ARTICLE XI
|
Applicable Law
|
89
|
|
ARTICLE XII
|
Signature
|
90
|
|
APPENDIX
|
91
|
|
|
|
APPENDIX ARTICLE A - Transition Provisions
|
92
|
|
|
APPENDIX ARTICLE B - Computation of Earnings and Service During Certain Severance Windows
|
107
|
|
|
APPENDIX ARTICLE C - International and PIRP Transfer Participants
|
110
|
|
|
APPENDIX ARTICLE D - Band 4 or Higher Rehired Yum Participants
|
118
|
|
|
APPENDIX ARTICLE E - Time and Form of Payment for Benefits Paid During Severance Windows
|
119
|
|
|
APPENDIX ARTICLE F - U.K. Supplementary Appendix Participants with U.S. Service
|
125
|
|
|
APPENDIX ARTICLE G - Delay Election For Certain Pre-2018 Terminees
|
130
|
|
|
APPENDIX ARTICLE H - Definitions of Eligible Domestic Partner Applicable Prior to January 1, 2019
|
132
|
|
|
APPENDIX ARTICLE PBG
|
135
|
|
|
ARTICLE I TO APPENDIX PBG - HISTORY AND PURPOSE
|
135
|
|
|
ARTICLE II TO APPENDIX PBG - DEFINITIONS AND CONSTRUCTION
|
137
|
|
|
ARTICLE III TO APPENDIX PBG - PARTICIPATION
|
146
|
|
|
ARTICLE IV TO APPENDIX PBG - AMOUNT OF RETIREMENT PENSION
|
147
|
|
|
ARTICLE V TO APPENDIX PBG - DEATH BENEFITS
|
158
|
|
|
ARTICLE VI TO APPENDIX PBG - DISTRIBUTIONS
|
158
|
|
|
APPENDIX TO ARTICLE PBG
|
164
|
|
|
APPENDIX ARTICLE PAC - Guiding Principles Regarding Benefit Plan Fiduciary Committee Appointments
|
169
|
|
Date
|
Mortality Table Factors
|
Interest Rate Factor
|
Annuity Starting Dates from 1/1/2009 until 12/31/2018
|
GAR 94
|
5%
|
Annuity Starting Dates on or After 1/1/2019 Except for Inflation Protection
|
The 2019 mortality table*
|
5%
|
Annuity Starting Dates on or After 1/1/2019 for 5% Inflation Protection
|
The 2019 mortality table*
|
4.2%
|
Annuity Starting Dates on or After 1/1/2019 for 7% Inflation Protection
|
The 2019 mortality table*
|
4.6%
|
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)
|
January 1, 2016 through December 31, 2018 Provisions
For applicable dates from January 1, 2016 through December 31, 2018, “Eligible Domestic Partner” status is not recognized under the Plan, in light of the Supreme Court’s 2015 decision that the Constitution guarantees the right to same-sex marriage.
|
1.
|
Limited Exception for 2016 Plan Year
. Notwithstanding the foregoing, and solely for applicable dates in 2016, in the case of a Participant who (i) has a relationship with an individual on December 31, 2015 that is recognized as an eligible domestic partner or civil union relationship under paragraph (2) below and (ii) on any date during the 2015 Plan Year, is either an Employee who is actively employed or on an Authorized Leave of Absence from the PepsiCo Organization or a Participant, Eligible Domestic Partner means the individual with whom the Participant has entered into such an arrangement that was valid on the applicable date.
|
b)
|
June 26, 2013 through December 31, 2015 Provisions
.
|
1.
|
Civil Unions
. If on the applicable date the Participant resides in a state that does not permit same-sex marriage and the Participant has entered into a same-sex civil union that is valid on the applicable date in the state in which it was entered into, the Participant’s Eligible Domestic Partner (if any) is the individual with whom the Participant has entered into such a same-sex civil union. If a Participant resides in a state that does not permit same-sex marriage but does permit same-sex civil unions, the Participant is not eligible to have an Eligible Domestic Partner unless the Participant is in a valid same-sex civil union.
|
2.
|
State of Residence Allows Neither Civil Unions Nor Marriage
. If the Participant does not have an Eligible Domestic Partner (and is not eligible to have one) pursuant to subsection (a) above, the Participant’s Eligible Domestic Partner (if any) is the individual with whom the Participant has executed a legally binding same-sex domestic partner agreement that meets the requirements set forth in writing by the Company with respect to eligibility for domestic partner benefits that is in effect on the applicable date. If such Participant has not entered into such an agreement, the Participant is not eligible to have an “Eligible Domestic Partner.
|
c)
|
January 1, 2013 through June 25, 2013 Provisions
. For applicable dates from January 1, 2013 through June 25, 2013, Eligible Domestic Partner means an individual described in paragraph (3) above, and also includes the following: If on the applicable date the Participant has entered into a same-sex marriage that is valid
|
d)
|
Pre-2013 Provisions
. For applicable dates before January 1, 2013, “Eligible Domestic Partner” status was not available in the Plan.
|
e)
|
Additional Rules
. This paragraph (5) applies to the definition of Eligible Domestic Partner for the applicable dates covered by this H notwithstanding any provisions in paragraphs (1), (2),(3) or (4) to the contrary. The term “Eligible Domestic Partner does not apply to an individual who is of the opposite sex of the Participant. A Participant who lives in a state that permits same-sex marriage is not permitted to have an Eligible Domestic Partner. In the case of applicable dates prior to January 1, 2016, if the Participant’s state started to permit same-sex marriage or same-sex civil unions less than 12 months before the applicable date, the Participant is treated as residing in a state that does not permit same-sex marriage or same-sex civil unions, as the case may be, for purposes of this definition of Eligible Domestic Partner.
|
f)
|
Defined Terms
. For purposes of the definition of “Eligible Domestic Partner” in this Article H, the following definitions apply: “applicable date” means the earlier of the Participant’s Annuity Starting Date and date of death, and “state” means any domestic or foreign jurisdiction having the legal authority to sanction marriages or civil unions.
|
|
|
Page
|
|
ARTICLE I – FOREWARD
|
1
|
|
|
ARTICLE II – DEFINITIONS
|
2
|
|
|
|
ARC Equalization Account; Account
|
2
|
|
|
Beneficiary
|
2
|
|
|
Code
|
2
|
|
|
Company
|
2
|
|
|
Distribution Valuation Date
|
2
|
|
|
EID Program
|
3
|
|
|
Eligible Employee
|
3
|
|
|
Employee
|
3
|
|
|
Employer
|
3
|
|
|
ERISA
|
3
|
|
|
Equalized Automatic Retirement Contribution
|
3
|
|
|
Guiding Principles Regarding Benefit Plan Committee Appointments
|
3
|
|
|
Key Employee
|
4
|
|
|
Participant
|
6
|
|
|
PepsiCo Administration Committee or PAC
|
6
|
|
|
PepsiCo Investment Committee or PIC
|
7
|
|
|
PepsiCo Organization
|
7
|
|
|
Plan
|
7
|
|
|
Plan Administrator
|
7
|
|
|
Plan Year
|
8
|
|
|
Recordkeeper
|
8
|
|
|
Savings Plan
|
8
|
|
|
Section 409A
|
8
|
|
|
Separation from Service
|
8
|
|
|
United States
|
10
|
|
|
Valuation Date
|
10
|
|
ARTICLE III – ELIGIBILITY AND PARTICIPATION
|
11
|
|
|
3.1
|
Eligibility to Participate
|
11
|
|
3.2
|
Commencement of Participation
|
11
|
|
3.3
|
Termination of Participation
|
11
|
|
3.4
|
Agreements not to Participate
|
11
|
|
ARTICLE IV – CONTRIBUTIONS
|
12
|
|
|
4.1
|
Equalized Automatic Retirement Contributions
|
12
|
|
4.2
|
Maximum Equalized Automatic Retirement Contributions
|
12
|
|
4.3
|
Offsets
|
13
|
|
ARTICLE V – PARTICIPANT ACCOUNTS
|
14
|
|
|
5.1
|
Accounting for Participants' Interests
|
14
|
|
5.2
|
Investment Earnings and Losses
|
14
|
|
5.3
|
Investment of Accounts
|
14
|
|
5.4
|
Vesting
|
16
|
|
5.5
|
Prohibited Misconduct
|
16
|
|
ARTICLE VI – PAYMENT OF BENEFITS
|
20
|
|
|
6.1
|
Distribution Rules Generally
|
20
|
|
6.2
|
Distributions Upon Separation from Service
|
20
|
|
6.3
|
Distributions Upon Death
|
20
|
|
6.4
|
Delay for Key Employees
|
22
|
|
6.5
|
Valuation
|
22
|
|
6.6
|
Actual Payment Date
|
22
|
|
ARTICLE VII – PLAN ADMINISTRATION
|
24
|
|
|
7.1
|
Plan Administrator
|
24
|
|
7.2
|
Action
|
24
|
|
7.3
|
Powers of the Plan Administrator
|
24
|
|
7.4
|
Compensation, Indemnity and Liability
|
26
|
|
7.5
|
Withholding
|
26
|
|
7.6
|
Conformance with Section 409A
|
27
|
|
ARTICLE VIII – CLAIMS PROCEDURE
|
28
|
|
|
8.1
|
Claims for Benefits
|
28
|
|
8.2
|
Appeals of Denied Claims
|
28
|
|
8.3
|
Limitations on Actions
|
29
|
|
8.4
|
Restriction on Venue
|
29
|
|
ARTICLE IX – AMENDMENT AND TERMINATION
|
30
|
|
|
9.1
|
Amendment to the Plan
|
30
|
|
9.2
|
Termination of Plan
|
31
|
|
ARTICLE X – MISCELLANEOUS
|
32
|
|
|
10.1
|
Limitation on Participant Rights
|
32
|
|
10.2
|
Unfunded Obligation of Individual Employer
|
32
|
|
10.3
|
Other Benefit Plans
|
32
|
|
10.4
|
Receipt or Release
|
33
|
|
10.5
|
Governing Law
|
33
|
|
10.6
|
Adoption of Plan by Related Employers
|
33
|
|
10.7
|
Rules of Construction
|
33
|
|
10.8
|
Successors and Assigns; Nonalienation of Benefits
|
35
|
|
10.9
|
Facility of Payment
|
35
|
|
ARTICLE XI – ERISA PLAN STRUCTURE
|
36
|
|
|
11.1
|
Excess Benefit Plan
|
36
|
|
(a)
|
In General
. Any Participant who at any time during the applicable year is:
|
(1)
|
An officer of any member of the PepsiCo Organization having annual compensation greater than $130,000 (as adjusted for the applicable year under Code Section 416(i)(1));
|
(2)
|
A five-percent owner of any member of the PepsiCo Organization; or
|
(3)
|
A one-percent owner of any member of the PepsiCo Organization having annual compensation of more than $150,000.
|
(b)
|
Applicable Year
. The Plan Administrator shall determine Key Employees effective as of the last day of each calendar year, based on compensation for such year, and such designation shall be effective for purposes of this Plan for the twelve-month period commencing on April 1
st
of the next following calendar year
|
(c)
|
Rule of Administrative Convenience
. Notwithstanding the foregoing, the Plan Administrator shall apply the following rule of administrative convenience for determining Key Employees for purposes of complying with the six-month payment delay that is required under Section 409A of the Code with respect to such employees:
|
(1)
|
From January 1, 2011 until March 31, 2011, an employee shall be a Key Employee (subject to paragraph (3) below) if he was classified as at least a Band 4 or its equivalent on December 31, 2009. For this purpose, an employee shall be considered to be at least a Band 4 or its equivalent as of a date if the employee is classified as one of the following types of employees in the PepsiCo Organization on that date: (i) a Band 4 employee or above in a PepsiCo Business, (ii) a Level E7 employee or above in a PBG Business, or (iii) a Salary Grade 19 employee or above at a PAS Business. For purposes of this paragraph, “PAS Business” means each employer, division of an employer or other organizational subdivision of an employer that the Company classifies as part of the PAS business; “PBG Business” means each employer, division of an employer or other organizational subdivision of an employer that the Company classifies as part of the PBG business; and “PepsiCo Business” means each employer, division of an employer or other organizational subdivision of an employer that the Company classifies as part of the PepsiCo business.
|
(2)
|
For the twelve-month period that begins on April 1, 2011, and for each twelve-month period that begins on April 1 in subsequent years, an employee shall be a Key Employee (subject to paragraph (3) below) if the employee was an employee of the PepsiCo Organization who was
|
(3)
|
Notwithstanding paragraphs (1) and (2) above, an employee shall be a Key Employee for the 12-month period that begins on any April 1, if as of the preceding December 31 the employee would be a Key Employee under the provisions of subsection (a) above. If the preceding sentence and the methods for identifying Key Employees set forth in paragraph (1) or (2) above, taken together, would result in more than 200 individuals being counted as Key Employees as of any December 31 determination date, then the number of individuals treated as Key Employees pursuant to paragraph (1) or (2), who are not described in the first sentence of this paragraph (3), shall be reduced to 200 by eliminating from consideration those employees otherwise added by such subparagraph in order of their base compensation, from the lowest base compensation to the highest.
|
(a)
|
A Participant separates from service with the Company if the Employee has a termination of employment with the Company other than for death. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Employee reasonably anticipated that no further services would be performed after a certain date or that
|
(b)
|
An Employee will not be deemed to have experienced a Separation from Service if such Employee is on military leave, sick leave, or other bona fide leave of absence, to the extent such leave does not exceed a period of six months or, if longer, such longer period of time during which a right to re-employment is protected by either statute or contract. If the period of leave exceeds six months and the individual does not retain a right to re-employment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such six-month period. In the case of such a disability leave of absence, a Separation from Service shall occur on the earlier of the date that the Participant has reached 29 continuous months of disability leave of absence or the date that the Participant formally resigns his employment with the Employer and the PepsiCo Organization.
|
(c)
|
If an Employee provides services both an as employee and as a member of the Board of Directors of the Company, the services provided as a Director are generally not taken into account in determining whether the Employee has Separated from Service as an Employee for purposes of the Plan, in accordance with final regulations under Section 409A.
|
(a)
|
The Eligible Employee’s Total Automatic Retirement Contribution for such payroll date,
reduced by
|
(b)
|
The amount of the Automatic Retirement Contribution to which the Eligible Employee is entitled under the Savings Plan for the same payroll date.
|
(a)
|
In General
. A Participant’s Equalized Automatic Retirement Contributions shall be invested on a phantom basis among the investment options that are available for Automatic Retirement Contributions under the Savings Plan from time to time, unless otherwise determined by the PIC. The PIC may discontinue any phantom investment option with respect to some or all Accounts, and it may provide rules for transferring a Participant’s phantom investment from the discontinued option to a specified replacement option (unless the Participant selects another
|
(b)
|
Investment and Reinvestment Elections
. The Participant’s Equalized Automatic Retirement Contribution for a payroll date shall be invested on a phantom basis in the investment options and in the proportions specified by the Participant in accordance with rules applied by the Plan Administrator. Such rules shall be based on those that apply for purposes of Automatic Retirement Contributions under the Savings Plan as of such payroll date, except as otherwise provided for by the Plan Administrator. To the extent a Participant does not specify an investment option for an Equalized Automatic Retirement Contribution, the rules for default investments that are in effect under the Savings Plan as of such payment date shall apply. In addition, a Participant shall have the same right to change the investment of the Participant’s future Equalized Automatic Retirement Contributions and to reinvest the balance of his or her ARC Equalization Account as the Participant has for his or her Automatic Retirement Contributions and the account or subaccount that holds such contributions under the Savings Plan, except as otherwise provided for by the Plan Administrator.
|
(c)
|
Phantom Investment Options
. The Plan’s phantom investment options shall be described in materials provided to Participants from time to time. Any of these phantom investment options shall be administered under procedures implemented from time to time by the Plan Administrator. Unless otherwise specified in these materials or procedures, in the case of any such phantom investment option that is based on a unitized fund, an amount deferred or transferred into such option is converted to phantom units in the applicable fund of equivalent value by dividing such amount by the NAV of a unit in such fund on the Valuation Date as of which the amount is treated as invested in this option by the Plan Administrator. Thereafter, a Participant’s interest in each such phantom option is valued as of a Valuation Date (or a Distribution Valuation Date) by multiplying the number of
|
(a)
|
Notwithstanding any other provision of this Plan to the contrary, if the Plan Administrator determines that a Participant has engaged in Prohibited Misconduct at any time prior to the second anniversary of his or her Separation from Service, the Participant shall forfeit all Equalized Automatic Retirement Contributions and any net earnings or gains (whether paid previously, being paid currently or payable in the future), and his or her ARC Equalization Account shall be adjusted to reflect such forfeiture and previously paid Equalized Automatic Retirement Contributions and net earnings or gains shall be recovered.
|
(b)
|
Any of the following activities engaged in, directly or indirectly, by a Participant shall constitute Prohibited Misconduct:
|
(1)
|
The Participant accepting any employment, assignment, position or responsibility, or acquiring any ownership interest, which involves the Participant’s “Participation” (as defined below) in a business entity that markets, sells, distributes or produces “Covered Products” (as defined below), unless such business entity makes retail sales or consumes
|
(2)
|
The Participant, directly or indirectly (including through someone else acting on the Participant’s recommendation, suggestion, identification or advice), soliciting any PepsiCo Organization employee to leave the PepsiCo Organization’s employment or to accept any position with any other entity.
|
(3)
|
The Participant using or disclosing to anyone any confidential information regarding the PepsiCo Organization other than as necessary in his or her position with the PepsiCo Organization. Such confidential information shall include all non-public information the Participant acquired as a result of his or her positions with the PepsiCo Organization. Examples of such confidential information include non-public information about the PepsiCo Organization’s customers, suppliers, distributors and potential acquisition targets; its business operations and structure; its product lines, formulas and pricing; its processes, machines and inventions; its research and know-how; its financial data; and its plans and strategies.
|
(4)
|
The Participant engaging in any acts that are considered to be contrary to the PepsiCo Organization’s best interests, including violating the Company’s Code of Conduct, engaging in unlawful trading in the securities of the Company or of any other company based on information gained as a result of his or her employment with the PepsiCo Organization, or engaging in any other activity which constitutes gross misconduct.
|
(5)
|
The Participant engaging in any activity that constitutes fraud. Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Plan shall prohibit the Participant from communicating with government authorities concerning any possible legal violations without notice to the Company, participating in government investigations, and/or
|
(a)
|
If a Participant’s ARC Equalization Account becomes distributable based upon the Participant’s death, such distribution shall be distributed in a single lump sum payment on the first day of the month that immediately follows the Participant’s Distribution Valuation Date.
|
(b)
|
Amounts paid following a Participant’s death shall be paid to the Participant’s Beneficiary; provided, however, that if no designation is in effect at the time of a Participant’s death (as determined by the Plan Administrator), or if all persons designated as Beneficiaries have predeceased the Participant, then the payments to be made pursuant to this Section shall be distributed to the Participant’s Eligible Spouse or Eligible Domestic Partner (each as defined below), if living; otherwise in equal shares to any surviving children of the Participant; otherwise to the Participant’s estate. The Plan Administrator shall determine a Participant’s
|
(c)
|
A Participant may designate (in a manner authorized by the Plan Administrator) one or more Beneficiaries to receive payment, in the event of his or her death, of the amounts credited to his or her ARC Equalization Account; provided that, to be effective, any Beneficiary designation must be in writing, signed by the Participant, and must meet such other standards (including any requirement for spousal consent) that the Plan Administrator or Recordkeeper shall require from time to time. The Beneficiary designation must also be filed with the Recordkeeper prior to the Participant’s death, as determined by the Plan Administrator. An incomplete Beneficiary designation, as determined by the Recordkeeper or Plan Administrator, shall be void and of no effect. A Beneficiary designation of an individual by name remains in effect regardless of any change in the designated individual’s relationship to the Participant. Any Beneficiary designation submitted to the Recordkeeper that only specifies a Beneficiary by relationship shall not be considered an effective Beneficiary designation and shall be void and of no effect. If more than one Beneficiary is specified and the Participant fails to indicate the respective percentage applicable to two or more Beneficiaries, then each Beneficiary for whom a percentage is not designated will be entitled to an equal share of the portion of the ARC Equalization Account (if any) for which percentages have not been designated. At any time, a Participant may change a Beneficiary designation for his or her ARC Equalization Account in a writing that is signed by the Participant and filed with the Recordkeeper prior to the Participant’s death, and that meets such other standards as the Plan Administrator shall require from time to time. An individual who is otherwise a
|
(d)
|
Any claim to be paid any amounts standing to the credit of a Participant in connection with the Participant’s death must be received by the Plan Administrator at least 14 days before any such amount is actually distributed by the Plan. Any claim received thereafter is untimely, and it shall be unenforceable against the Plan, the Company, the Plan Administrator or any other party acting for one or more of them.
|
(a)
|
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 the time of payment based on Separation from Service shall be determined under the provisions of Section 6.2 as if the Distribution Valuation Date were the Valuation Date that is six months after the Distribution Valuation Date that would otherwise apply.
|
(b)
|
Notwithstanding subsection (a) above, distribution in accordance with Section 6.3 or Section 6.4 shall be given priority over distribution in accordance with this Section if it would result in an earlier commencement date of the Participant’s distribution.
|
(a)
|
To exercise its discretionary authority to construe, interpret, and administer this Plan;
|
(b)
|
To exercise its discretionary authority to make all decisions regarding eligibility, participation and deferrals, to make allocations and determinations required by this Plan, and to maintain records regarding Participants’ Accounts;
|
(c)
|
To compute and certify to the Employers the amount and kinds of payments to Participants or their Beneficiaries, and to determine the time and manner in which such payments are to be paid;
|
(d)
|
To authorize all disbursements by the Employer pursuant to this Plan;
|
(e)
|
To maintain (or cause to be maintained) all the necessary records for administration of this Plan;
|
(f)
|
To make and publish such rules for the regulation of this Plan as are not inconsistent with the terms hereof;
|
(g)
|
To delegate to other individuals or entities from time to time the performance of any of its duties or responsibilities hereunder;
|
(h)
|
To establish or to change the phantom investment options or arrangements under Article V;
|
(i)
|
To hire agents, accountants, actuaries, consultants and legal counsel to assist in operating and administering the Plan; and
|
(j)
|
Notwithstanding any other provision of this Plan except Section 7.6 (relating to compliance with Section 409A), the Plan Administrator or the Recordkeeper may take any action the Plan Administrator deems is necessary to assure compliance with any policy of the Company respecting insider trading as may be in effect from time to time. Such actions may include altering the effective date of intra-fund transfers or the distribution date of Participant’s Accounts. Any such actions shall alter the normal operation of the Plan to the minimum extent necessary.
|
8.4
|
Restriction on Venue.
|
(a)
|
The Company, or its delegate, has the right in its sole discretion to amend this Plan in whole or in part at any time and in any manner, including the terms and conditions of Equalized Automatic Retirement Contributions, the terms on which distributions are made, and the form and timing of distributions. However, except for mere clarifying amendments necessary to avoid an inappropriate windfall, no Plan amendment shall reduce the balance of a Participant’s ARC Equalization Account as of the date such amendment is adopted. In addition, the Company shall have the limited right to amend the Plan at any time, retroactively or otherwise, in such respects and to such extent as may be necessary to fully qualify it under existing and applicable laws and regulations, and if and to the extent necessary to accomplish such purpose, may by such amendment decrease or otherwise affect benefits to which Participants may have already become entitled, notwithstanding any provision herein to the contrary.
|
(b)
|
The Company’s right to amend the Plan shall not be affected or limited in any way by a Participant’s Separation from Service, death or disability. Prior practices by the Company or an Employer shall not diminish in any way the rights granted the Company under this Section. Also, it is expressly permissible for an amendment to affect less than all of the Participants covered by the Plan.
|
(c)
|
Any amendment shall be in writing and adopted by the Company or by any officer of the Company who has authority or who has been granted or delegated the authority to amend this Plan. An amendment or restatement of this Plan shall not affect the validity or scope of any grant or delegation of such authority, which shall instead be solely determined based upon the terms of the grant or delegation (as determined under applicable law). All Participants and Beneficiaries shall be bound by such amendment.
|
(d)
|
Any amendments made to the Plan shall be subject to any restrictions on amendment that are applicable to ensure continued compliance under Section 409A.
|
(a)
|
The Company expects to continue this Plan, but does not obligate itself to do so. The Company reserves the right to discontinue and terminate the Plan at any time, in whole or in part, for any reason (including a change, or an impending change, in the tax laws of the United States or any State within the United States). Termination of the Plan will be binding on all Participants (and a partial termination shall be binding upon all affected Participants) and their Beneficiaries, but in no event may such termination reduce the amounts credited at that time to any Participant’s ARC Equalization Account. If this Plan is terminated (in whole or in part), the termination resolution shall provide for how amounts theretofore credited to affected Participants’ ARC Equalization Accounts will be distributed.
|
(b)
|
This Section is subject to the same restrictions related to compliance with Section 409A that apply to Section 9.1. In accordance with these restrictions, the Company intends to have the maximum discretionary authority to terminate the Plan and make distributions in connection with a Change in Control (as defined in Section 409A), and the maximum flexibility with respect to how and to what extent to carry this out following a Change in Control (as defined in Section 409A) as is permissible under Section 409A. The previous sentence contains the exclusive terms under which a distribution may be made in connection with any Change in Control with respect to deferrals made under this 409A Program.
|
(a)
|
Gender and Number
. Whenever the context so indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other (or others).
|
(b)
|
Examples
. Whenever an example is provided or the text uses the term “including” followed by a specific item or items, or there is a passage having a similar effect, such passage of the Plan 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 limitation on its breadth of application).
|
(c)
|
Compounds of the Word “Here”
. The words "hereof", “herein”, "hereunder" and other similar compounds of the word "here" shall mean and refer to the entire Plan, not to any particular provision or section.
|
(d)
|
Effect of Specific References
. Specific references in the Plan to the Plan Administrator’s discretion shall create no inference that the Plan Administrator’s discretion in any other respect, or in connection with any other provisions, is less complete or broad.
|
(e)
|
Subdivisions of the Plan Document
. This Plan document is divided and subdivided using the following progression: articles, sections, subsections, paragraphs, subparagraphs and clauses. Articles are designated by capital roman numerals. Sections are designated by Arabic numerals containing a decimal point. Subsections are designated by lower-case letters in parentheses. Paragraphs are designated by Arabic numbers in parentheses. Subparagraphs are designated by lower-case roman numerals in parenthesis. Clauses are designated by upper-case letters in parentheses. Any reference in a section to a subsection (with no accompanying section reference) shall be read as a reference to the subsection with the specified designation contained in that same section. A similar reading shall apply with respect to paragraph references within a subsection and subparagraph references within a paragraph.
|
(f)
|
Invalid Provisions
. If any provision of this Plan is, or is hereafter declared to be void, voidable, invalid or otherwise unlawful, the remainder of the Plan shall not be affected thereby.
|
(a)
|
Investment Mapping
. A Participant’s PBG Plan Subaccount shall be mapped to the phantom investment options that are available for Equalized Automatic Retirement Contributions under Article V of this Plan according to the same mapping method that will apply for purposes of transferring the Participants’ account balance under the PBG Savings Plan to the investment options available under the Savings Plan, except as otherwise provided by the Plan Administrator. Once the Participant’s PBG Plan Subaccount balance has been mapped as provided in the preceding sentence, the PBG Plan Subaccount shall be subject to the investment provisions set forth in Article V.
|
(b)
|
Phantom PepsiCo Common Stock Fund
. Notwithstanding subsection (a) above, the portion of a Participant’s PBG Plan Subaccount that is invested in the phantom PepsiCo Common Stock Fund shall not be subject to mapping, but instead shall remain invested in the phantom PepsiCo Common Stock Fund until such time as the Participant makes a reinvestment election. Thereafter, such portion of the Participant’s PBG Plan Subaccount shall remain eligible for investment and reinvestment in the phantom PepsiCo Common Stock Fund
|
(c)
|
Time and Form of Payment
. A Participant’s PBG Plan Subaccount shall be paid on the first day of the calendar month following the Distribution Valuation Date that next follows the earliest of the following:
|
(1)
|
The Participant’s Separation from Service;
|
(2)
|
The Participant’s death; or
|
(3)
|
A change in control of the Participant’s Employer (other than the successor to the Pepsi Bottling Group, Inc.), as defined in Section 409A.
|
(d)
|
Phantom PepsiCo Common Stock Fund Restrictions. To the extent necessary to ensure compliance with Rule 16b-3(f) of the Securities Exchange Act of 1934 (the “Act”), the Company may arrange for tracking of any such transaction defined in Rule 16b-3(b)(1) of the Act involving the phantom PepsiCo Common Stock Fund and the Company may bar any such transaction to the extent it would not be exempt under Rule 16b-3(f). The Company will impose blackout periods pursuant to the requirements of the Sarbanes-Oxley Act of 2002 whenever the Company determines that circumstances warrant. Further, the Company may impose quarterly blackout periods on insider trading in the Phantom PepsiCo Common Stock Fund as need (as determined by the Company), timed to coincide with the release of the Company’s quarterly earnings reports. The commencement and termination of these blackout periods in each quarter, the parties to which they apply and the activities they restrict shall be as set forth in the official insider trading policy promulgated by the Company from time to time.
|
(a)
|
“PIRP-DC” is the portion of the PepsiCo International Retirement Program that provides a program of defined contributions.
|
(b)
|
“PIRP-DC Employer” is the Company or an affiliate of the Company that is an “Employer” under the terms of PIRP-DC.
|
(c)
|
“PIRP-DC Salary” is compensation that qualifies as “Salary” under the terms of PIRP-DC.
|
(d)
|
“PIRP-DC Service” is service that qualifies as “Service” under the terms of PIRP-DC.
|
(e)
|
A “PIRP Transfer Participant” is an individual who is described in paragraph (1) or (2) below.
|
(1)
|
Incoming PIRP Transfer Participant
: An individual – (i) who is employed during a year (including a year preceding 2016) by a PIRP-DC Employer in a position that is eligible to accrue benefits
|
(2)
|
Outgoing PIRP Transfer Participant
: An individual – (i) who is employed during a year (including a year preceding 2016) by an Employer in a position that qualifies to be an ARC Eligible Employee under the Savings Plan, (ii) who is then transferred by the Company during the year from such position to a position that is eligible to accrue benefits under PIRP-DC (or would be eligible if Section 9.14 of PIRP-DC did not apply), (iii) whose PIRP-DC accrual for the Year of Transfer is blocked by Section 9.14 of PIRP-DC, (iv) who would otherwise be entitled to a PIRP-DC benefit enhancement for the Year of Transfer that relates to PIRP-DC Salary or PIRP-DC Service for the year of the transfer, and (v) whose PIRP-DC benefit was not already paid out by December 1, 2016 (but disregarding any such paid-out PIRP-DC benefit for this purpose that the PIRP-DC Vice President determines should be treated under this clause as if it had not been paid out).
|
(f)
|
The “PIRP-DC Vice President” is the Company executive who has the role of the “Vice President” under the terms of PIRP-DC.
|
(g)
|
A “U.S. Person” is an individual who is classified as a “U.S. Person” under the terms of PIRP-DC.
|
(h)
|
“Year of Transfer” is the year in which a transfer described in subsection (e) above occurs.
|
(a)
|
Total Automatic Retirement Contribution for PIRP Transfer Participant
: Notwithstanding the preceding sentence, a PIRP Transfer Participant’s “Total Automatic Retirement Contribution” (as defined in Section 4.1(a) of the Plan) shall be calculated as if he were an eligible employee under the Savings Plan for the entire Year of Transfer, and as if he received Years of Entitlement Service and Eligible Pay under the Savings Plan for the Year of Transfer equal to – (i) his actual Years of Entitlement Service and Eligible Pay under the Savings Plan for the Year of Transfer,
increased by
(ii) any other compensation and service for the Year of Transfer that would have been recognized as PIRP-DC Salary and PIRP DC Service, if Section 9.14 of PIRP-DC did not apply for the Year of Transfer. In determining Years of Entitlement Service and Eligible Pay under the prior sentence, no compensation or service shall be taken into account more than once.
|
(b)
|
Calculation of PIRP Transfer Participant’s Benefit
: The PIRP Transfer Participant’s benefit under the Plan shall be calculated as of each relevant payroll date under the Savings Plan by reducing his Total Automatic Retirement Contribution as determined under subsection (a) above by the
|
1.
|
|
Purpose.
|
2.
|
|
Definitions.
|
3.
|
|
Administration of the Plan.
|
4.
|
|
Eligibility and Participation.
|
5.
|
|
Awards.
|
6.
|
|
Miscellaneous Provisions.
|
7.
|
|
Effective Date, Amendments and Termination.
|
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
|
Sitka Spruce
|
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
|
NAME OF ENTITY
|
JURISDICTION
|
Snacks Guatemala, Ltd.
|
Bermuda
|
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
|
NAME OF ENTITY
|
JURISDICTION
|
Wimm-Bill-Dann Foods LLC
|
Russia
|
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, 333-102035 and 333-228466 relating to the offer and sale of PepsiCo’s Debt Securities, Warrants and/or Guarantees;
|
(iii)
|
Registration Statements No. 33-4635, 33-21607, 33-30372, 33-31844, 33-37271, 33-37978, 33-47314, 33-47527, 333-53436 and 333-56302 all relating to the primary and/or secondary offer and sale of PepsiCo Common Stock issued or exchanged in connection with acquisition transactions;
|
(iv)
|
Registration Statements No. 33-29037, 33-35602, 33-42058, 33-51496, 33-54731, 33-42121, 33-50685, 33-66150 and 333-109513 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo SharePower Stock Option Plan;
|
(v)
|
Registration Statements No. 2-82645, 33-51514, 33-60965 and 333-89265 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo Long-Term Savings Program or the PepsiCo 401(k) Plan; Registration Statement No. 333-65992 relating to the offer and sale of PepsiCo Common Stock under the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates (Teamster Local Union #173), the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates; Registration Statement No. 333-66634 relating to the offer and sale of PepsiCo Common Stock under The Quaker 401(k) Plan for Salaried Employees and The Quaker 401(k) Plan for Hourly Employees; Registration Statements Numbers 333-76196 and 333-150867 each relating to the offer and sale of PepsiCo Common Stock under The PepsiCo 401(k) Plan for Salaried Employees; and Registration Statements Numbers 333-76204 and 333-150868 each relating to the offer and sale of PepsiCo Common Stock under The PepsiCo 401(k) Plan for Hourly Employees;
|
(vi)
|
Registration Statements No. 33-61731, 333-09363 and 333-109514 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo, Inc. 1995 Stock Option Incentive Plan; Registration Statement No. 33-54733 relating to the offer and sale of PepsiCo Common Stock
|
(vii)
|
Registration Statements No. 33-22970 and 333-110030 relating to the offer and sale of PepsiCo Common Stock under PepsiCo’s Director Stock Plan and resales of such shares by Directors of PepsiCo;
|
(viii)
|
Registration Statement No. 333-162261 relating to the issuance of shares of PepsiCo Common Stock to stockholders of The Pepsi Bottling Group, Inc. pursuant to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PBG and Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”);
|
(ix)
|
Registration Statement No. 333-162260 relating to the issuance of shares of PepsiCo Common Stock to stockholders of PAS pursuant to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PAS and Metro;
|
(x)
|
Schedule 13E-3 relating to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PBG and Metro;
|
(xi)
|
Schedule 13E-3 relating to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PAS and Metro;
|
(xii)
|
Registration Statement No. 333-87526 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo Share Award Plan;
|
(xiii)
|
Registration Statement No. 333-165106 relating to the offer and sale of PepsiCo Common Stock under the PBG 401(k) Savings Program, the PBG 401(k) Program, the PepsiAmericas, Inc. Salaried 401(k) Plan and the PepsiAmericas, Inc. Hourly 401(k) Plan;
|
(xiv)
|
Registration Statement No. 333-165107 relating to the offer and sale of PepsiCo Common Stock under the PBG 2004 Long Term Incentive Plan, the PBG 2002 Long Term Incentive Plan, the PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, the PBG Directors’ Stock Plan, the PBG Stock Incentive Plan and the PepsiAmericas, Inc. 2000 Stock Incentive Plan;
|
(xv)
|
Registration Statement No. 333-165176 relating to the offer and sale of PepsiCo Common Stock under the PepsiAmericas, Inc. 2000 Stock Incentive Plan;
|
(xvi)
|
Registration Statement No. 333-165177 relating to the offer and sale of PepsiCo Common Stock under the PBG 2004 Long Term Incentive Plan, the PBG 2002 Long Term Incentive
|
(xvii)
|
the Annual Report on Form 10-K for the fiscal year ended December 29, 2018 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;
|
|
|
|
|
PepsiCo, Inc.
|
|
February 15, 2019
|
|
|
|
|
|
By:
|
/s/ Ramon L. Laguarta
|
|
|
|
Ramon L. Laguarta
|
|
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
|
|
/s/ Ramon L. Laguarta
Ramon L. Laguarta
|
Chairman of the Board of Directors and Chief Executive Officer
|
February 15, 2019
|
|
|
|
/s/ Hugh F. Johnston
Hugh F. Johnston
|
Vice Chairman,
Executive Vice President and Chief Financial Officer
|
February 15, 2019
|
|
|
|
/s/ Marie T. Gallagher
Marie T. Gallagher
|
Senior Vice President and Controller (Principal Accounting Officer)
|
February 15, 2019
|
|
|
|
/s/ Shona L. Brown
Shona L. Brown
|
Director
|
February 15, 2019
|
|
|
|
/s/ George W. Buckley
George W. Buckley
|
Director
|
February 15, 2019
|
|
|
|
/s/ Cesar Conde
Cesar Conde
|
Director
|
February 15, 2019
|
|
|
|
/s/ Ian M. Cook
Ian M. Cook
|
Director
|
February 15, 2019
|
|
|
|
/s/ Dina Dublon
Dina Dublon
|
Director
|
February 15, 2019
|
|
|
|
/s/ Richard W. Fisher
Richard W. Fisher
|
Director
|
February 15, 2019
|
|
|
|
/s/ William R. Johnson
William R. Johnson
|
Director
|
February 15, 2019
|
|
|
|
/s/ David C. Page
David C. Page
|
Director
|
February 15, 2019
|
|
|
|
/s/ Robert C. Pohlad
Robert C. Pohlad
|
Director
|
February 15, 2019
|
|
|
|
/s/ Daniel Vasella
Daniel Vasella
|
Director
|
February 15, 2019
|
|
|
|
/s/ Darren Walker
Darren Walker
|
Director
|
February 15, 2019
|
|
|
|
/s/ Alberto Weisser
Alberto Weisser
|
Director
|
February 15, 2019
|
1.
|
I have reviewed this annual report on Form 10-K of PepsiCo, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 15, 2019
|
/s/ Ramon L. Laguarta
|
|
Ramon L. Laguarta
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of PepsiCo, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 15, 2019
|
/s/ Hugh F. Johnston
|
|
Hugh F. Johnston
|
|
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
Date: February 15, 2019
|
/s/ Ramon L. Laguarta
|
|
Ramon L. Laguarta
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
Date: February 15, 2019
|
/s/ Hugh F. Johnston
|
|
Hugh F. Johnston
|
|
Chief Financial Officer
|