☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
North Carolina
|
|
13-1584302
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
|
Trading Symbols
|
|
Name of each exchange on which registered
|
Common Stock, par value 1-2/3 cents per share
|
|
PEP
|
|
The Nasdaq Stock Market LLC
|
2.500% Senior Notes Due 2022
|
|
PEP22a
|
|
The Nasdaq Stock Market LLC
|
1.750% Senior Notes Due 2021
|
|
PEP21a
|
|
The Nasdaq Stock Market LLC
|
2.625% Senior Notes Due 2026
|
|
PEP26
|
|
The Nasdaq Stock Market LLC
|
0.875% Senior Notes Due 2028
|
|
PEP28
|
|
The Nasdaq Stock Market LLC
|
0.750% Senior Notes Due 2027
|
|
PEP27
|
|
The Nasdaq Stock Market LLC
|
1.125% Senior Notes Due 2031
|
|
PEP31
|
|
The Nasdaq Stock Market LLC
|
0.875% Senior Notes Due 2039
|
|
PEP39
|
|
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.
|
||
|
|
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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)
|
FLNA, which includes our branded food and snack businesses in the United States and Canada;
|
2)
|
QFNA, which includes our cereal, rice, pasta and other branded food businesses in the United States and Canada;
|
3)
|
PBNA, which includes our beverage businesses in the United States and Canada;
|
4)
|
LatAm, which includes all of our beverage, food and snack businesses in Latin America;
|
5)
|
Europe, which includes all of our beverage, food and snack businesses in Europe;
|
6)
|
AMESA, which includes all of our beverage, food and snack businesses in Africa, the Middle East and South Asia; and
|
7)
|
APAC, which includes all of our beverage, food and snack businesses in Asia Pacific, Australia and New Zealand, and China region.
|
•
|
FLNA’s research and development facility in Plano, Texas, which is owned.
|
•
|
QFNA’s food plant in Cedar Rapids, Iowa, which is owned.
|
•
|
PBNA’s research and development facility in Valhalla, New York, and a Tropicana plant in Bradenton, Florida, both of which are owned.
|
•
|
LatAm’s three snack plants in Mexico (one in Celaya and two in Vallejo), all of which are owned.
|
•
|
Europe’s snack plant in Kashira, Russia, its dairy plant in Moscow, Russia, and its fruit juice plant in Zeebrugge, Belgium, all of which are owned.
|
•
|
AMESA’s snack plant in Riyadh, Saudi Arabia, which is leased.
|
•
|
APAC’s snack plant in Wuhan, China, which is owned.
|
•
|
Our primary concentrate plants in Cork, Ireland and in Singapore, all of which are either owned or leased. Our concentrate plants in Cork, Ireland are shared by our PBNA, Europe and AMESA segments and our concentrate plant in Singapore is shared by our PBNA and APAC segments.
|
•
|
A shared service center in Winston-Salem, North Carolina, which is primarily shared by our FLNA, QFNA and PBNA segments, which is leased.
|
Name
|
Age
|
Title
|
Marie T. Gallagher
|
60
|
Senior Vice President and Controller, PepsiCo
|
Hugh F. Johnston
|
58
|
Vice Chairman, PepsiCo; Executive Vice President and Chief Financial Officer, PepsiCo
|
Ramon L. Laguarta
|
56
|
Chairman of the Board of Directors and Chief Executive Officer, PepsiCo
|
Silviu Popovici
|
52
|
Chief Executive Officer, Europe
|
Paula Santilli
|
55
|
Chief Executive Officer, Latin America
|
Ronald Schellekens
|
55
|
Executive Vice President and Chief Human Resources Officer, PepsiCo
|
Kirk Tanner
|
51
|
Chief Executive Officer, PepsiCo Beverages North America
|
Eugene Willemsen
|
52
|
Chief Executive Officer, Africa, Middle East, South Asia
|
Steven Williams
|
54
|
Chief Executive Officer, PepsiCo Foods North America
|
David Yawman
|
51
|
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
|
||||||
9/7/2019
|
|
|
|
|
|
|
$
|
11,783
|
|
||||
|
|
|
|
|
|
|
|
||||||
9/8/2019 - 10/5/2019
|
1.5
|
|
|
$
|
135.74
|
|
|
1.5
|
|
|
(204
|
)
|
|
|
|
|
|
|
|
|
11,579
|
|
|||||
10/6/2019 - 11/2/2019
|
1.3
|
|
|
$
|
136.76
|
|
|
1.3
|
|
|
(170
|
)
|
|
|
|
|
|
|
|
|
11,409
|
|
|||||
11/3/2019 - 11/30/2019
|
1.5
|
|
|
$
|
133.90
|
|
|
1.5
|
|
|
(202
|
)
|
|
|
|
|
|
|
|
|
11,207
|
|
|||||
12/1/2019 - 12/28/2019
|
0.9
|
|
|
$
|
136.52
|
|
|
0.9
|
|
|
(123
|
)
|
|
Total
|
5.2
|
|
|
$
|
135.58
|
|
|
5.2
|
|
|
$
|
11,084
|
|
(a)
|
All shares were repurchased in open market transactions pursuant to 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. Shares repurchased under this program may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||||
Net revenue (a)
|
$
|
67,161
|
|
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
62,799
|
|
|
$
|
63,056
|
|
Operating profit
|
$
|
10,291
|
|
|
$
|
10,110
|
|
|
$
|
10,276
|
|
|
$
|
9,804
|
|
|
$
|
8,274
|
|
Provision for/(benefit from) income taxes (b)
|
$
|
1,959
|
|
|
$
|
(3,370
|
)
|
|
$
|
4,694
|
|
|
$
|
2,174
|
|
|
$
|
1,941
|
|
Net income attributable to PepsiCo (b)
|
$
|
7,314
|
|
|
$
|
12,515
|
|
|
$
|
4,857
|
|
|
$
|
6,329
|
|
|
$
|
5,452
|
|
Net income attributable to PepsiCo per common share – basic (b)
|
$
|
5.23
|
|
|
$
|
8.84
|
|
|
$
|
3.40
|
|
|
$
|
4.39
|
|
|
$
|
3.71
|
|
Net income attributable to PepsiCo per common share – diluted (b)
|
$
|
5.20
|
|
|
$
|
8.78
|
|
|
$
|
3.38
|
|
|
$
|
4.36
|
|
|
$
|
3.67
|
|
Cash dividends declared per common share
|
$
|
3.7925
|
|
|
$
|
3.5875
|
|
|
$
|
3.1675
|
|
|
$
|
2.96
|
|
|
$
|
2.7625
|
|
Total assets (c)
|
$
|
78,547
|
|
|
$
|
77,648
|
|
|
$
|
79,804
|
|
|
$
|
73,490
|
|
|
$
|
68,976
|
|
Long-term debt obligations
|
$
|
29,148
|
|
|
$
|
28,295
|
|
|
$
|
33,796
|
|
|
$
|
30,053
|
|
|
$
|
29,213
|
|
(a)
|
Our 2016 results included an extra week of results (53rd reporting week). The 53rd 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 PBNA segment and $20 million in our Europe segment.
|
(b)
|
Our 2019, 2018 and 2017 results included the impact of the TCJ Act. Additionally, our 2018 results included other net tax benefits related to the reorganization of our international operations. See Note 5 to our consolidated financial statements for further information.
|
(c)
|
During the first quarter of 2019, we prospectively adopted the guidance requiring lessees to recognize most leases on the balance sheet. See Note 2 and Note 13 to our consolidated financial statements for further information.
|
|
2019
|
||||||||||||||||||||||
|
Operating profit
|
|
Other pension and retiree medical benefits expense
|
|
(Provision for)/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)
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
87
|
|
|
$
|
0.06
|
|
Restructuring and impairment charges (f)
|
$
|
(368
|
)
|
|
$
|
(2
|
)
|
|
$
|
67
|
|
|
$
|
5
|
|
|
$
|
(298
|
)
|
|
$
|
(0.21
|
)
|
Inventory fair value adjustments and merger and integration charges (g)
|
$
|
(55
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
$
|
(0.03
|
)
|
Pension-related settlement charges (h)
|
$
|
—
|
|
|
$
|
(273
|
)
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
(211
|
)
|
|
$
|
(0.15
|
)
|
Net tax related to the TCJ Act (i)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
0.01
|
|
Gains on sales of assets (j)
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
0.04
|
|
|
2018
|
||||||||||||||||||||||||||
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
Interest expense
|
|
Benefit from/(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)
|
$
|
(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 related to the TCJ Act (i)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
0.02
|
|
Other net tax benefits (k)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,064
|
|
|
$
|
—
|
|
|
$
|
5,064
|
|
|
$
|
3.55
|
|
Charges related to cash tender and exchange offers (l)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(253
|
)
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
(191
|
)
|
|
$
|
(0.13
|
)
|
Tax reform bonus (m)
|
$
|
(87
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
(66
|
)
|
|
$
|
(0.05
|
)
|
Gains on beverage refranchising (n)
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
172
|
|
|
$
|
0.12
|
|
Gains on sale of assets (j)
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
0.04
|
|
|
2017
|
||||||||||||||||||
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
(Provision for)/benefit from 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 related to the TCJ Act (i)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,451
|
)
|
|
$
|
(2,451
|
)
|
|
$
|
(1.70
|
)
|
Gain on sale of Britvic plc (Britvic) securities (o)
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
|
$
|
85
|
|
|
$
|
0.06
|
|
Gain on beverage refranchising (n)
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
107
|
|
|
$
|
0.07
|
|
Gain on sale of assets (j)
|
$
|
87
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
62
|
|
|
$
|
0.04
|
|
|
2016
|
||||||||||||||||||||||||||
|
Operating profit
|
|
Other pension and retiree medical benefits expense
|
|
Interest expense
|
|
(Provision for)/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)
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
0.08
|
|
Restructuring and impairment charges (f)
|
$
|
(155
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
3
|
|
|
$
|
(131
|
)
|
|
$
|
(0.09
|
)
|
Charge related to the transaction with Tingyi (p)
|
$
|
(373
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(373
|
)
|
|
$
|
(0.26
|
)
|
Charge related to debt
redemption (l)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(233
|
)
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
(156
|
)
|
|
$
|
(0.11
|
)
|
Pension-related settlement charge (h)
|
$
|
—
|
|
|
$
|
(242
|
)
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
(162
|
)
|
|
$
|
(0.11
|
)
|
53rd reporting week (q)
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
(44
|
)
|
|
$
|
(1
|
)
|
|
$
|
62
|
|
|
$
|
0.04
|
|
|
2015
|
||||||||||||||||||
|
Operating profit
|
|
Other pension and retiree medical benefits income
|
|
(Provision for)/benefit from 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 (p)
|
$
|
(73
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(73
|
)
|
|
$
|
(0.05
|
)
|
Pension-related settlement benefits (h)
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
42
|
|
|
$
|
0.03
|
|
Venezuela impairment charges (r)
|
$
|
(1,359
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,359
|
)
|
|
$
|
(0.91
|
)
|
Tax benefit (k)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230
|
|
|
$
|
230
|
|
|
$
|
0.15
|
|
Müller Quaker Dairy (MQD) impairment (s)
|
$
|
(76
|
)
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
(48
|
)
|
|
$
|
(0.03
|
)
|
Gain on beverage refranchising (n)
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
28
|
|
|
$
|
0.02
|
|
Other productivity initiatives (t)
|
$
|
(90
|
)
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
(66
|
)
|
|
$
|
(0.04
|
)
|
Joint venture impairment charge (u)
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
(0.02
|
)
|
(d)
|
Provision for/benefit from income taxes is the expected tax charge/benefit 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 2019, inventory fair value adjustments and merger and integration charges primarily related to our acquisition of SodaStream. $46 million of this charge was recorded in our Europe segment, $7 million in our AMESA segment and $2 million in corporate unallocated expenses. In 2018, merger and integration charges related to our acquisition of SodaStream. $57 million of this charge was recorded in our Europe segment, with the balance recorded in corporate unallocated expenses. See Note 14 to our consolidated financial statements for further information.
|
(h)
|
In 2019, pension settlement charges of $220 million related to the purchase of a group annuity contract and settlement charges of $53 million related to one-time lump sum payments to certain former employees who had vested benefits, recorded in other pension and retiree medical benefits expense/income. See Note 7 to our consolidated financial statements for further information. In 2016, pension settlement charge related to the purchase of a group annuity contract. In 2015, benefits in the PBNA segment associated with the settlement of pension-related liabilities from previous acquisitions.
|
(i)
|
In 2019, 2018 and 2017, net tax related to the TCJ Act. See Note 5 to our consolidated financial statements for further information.
|
(j)
|
In 2019, gains associated with the sale of assets in the following segments: $31 million in FLNA and $46 million in PBNA. In 2018, gains associated with the sale of assets in the following segments: $64 million in PBNA and $12 million in AMESA. In 2017, gains associated with the sale of assets in the following segments: $17 million in FLNA, $21 million in PBNA, $21 million in AMESA and $28 million in corporate unallocated expenses.
|
(k)
|
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 for further information. 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.
|
(l)
|
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. See Note 8 to our consolidated financial statements for further information. 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.
|
(m)
|
In 2018, bonus extended to certain U.S. employees related to the TCJ Act in the following segments: $44 million in FLNA, $2 million in QFNA and $41 million in PBNA.
|
(n)
|
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 Europe segment and refranchising a portion of our beverage business in Thailand in the APAC segment, respectively. In 2017, gain in the AMESA 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 AMESA segment associated with refranchising a portion of our beverage businesses in India.
|
(o)
|
In 2017, gain in the Europe segment associated with the sale of our minority stake in Britvic.
|
(p)
|
In 2016, impairment charge in the APAC 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. In 2015, write-off in the APAC segment of the value of a call option to increase our holding in KSFB to 20%.
|
(q)
|
Our 2016 results included the 53rd reporting week, the impact of which was fully offset by incremental investments in our business.
|
(r)
|
In 2015, charges in the LatAm 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, expenses related to other productivity initiatives outside the scope of the 2014 and 2012 Productivity Plans.
|
(u)
|
In 2015, impairment charge in the AMESA segment associated with a joint venture in the Middle East.
|
•
|
Faster by winning in the marketplace, being more consumer-centric and accelerating investment for topline growth. This includes broadening our portfolios to win locally in convenient foods and beverages, fortifying our North American businesses, and accelerating our international expansion, with disciplined focus on markets where we see a strong likelihood of prevailing over our competition.
|
•
|
Stronger by continuing to transform our capabilities, cost, and culture by leveraging scale and technology in global markets across our operations and winning locally. This includes continuing to focus on driving savings through holistic cost management to reinvest to succeed in the marketplace, developing and scaling core capabilities through technology, and building differentiated talent and culture.
|
•
|
Better by continuing to focus our sustainability agenda on helping to build a more sustainable food system and investing in six priority areas: next generation agriculture, water stewardship, plastic packaging, products, climate change, and people.
|
•
|
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 sustainability and public policy 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
|
•
|
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
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
||||||||
Net revenue
|
$
|
67,161
|
|
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
4
|
%
|
|
2
|
%
|
Operating profit
|
$
|
10,291
|
|
|
$
|
10,110
|
|
|
$
|
10,276
|
|
|
2
|
%
|
|
(2
|
)%
|
Operating profit margin
|
15.3
|
%
|
|
15.6
|
%
|
|
16.2
|
%
|
|
(0.3
|
)
|
|
(0.5
|
)
|
|
2019
|
||||||||||||||
|
|
|
Impact of
|
|
|
|
Impact of
|
||||||||
|
Reported
% Change, GAAP Measure
|
|
Foreign exchange translation
|
|
Acquisitions and divestitures
|
|
Organic
% Change, Non-GAAP Measure(a)
|
|
Volume(b)
|
|
Effective net pricing
|
||||
FLNA
|
4.5
|
%
|
|
—
|
|
—
|
|
|
4.5
|
%
|
|
2
|
|
|
3
|
QFNA
|
1
|
%
|
|
—
|
|
—
|
|
|
1
|
%
|
|
—
|
|
|
1
|
PBNA
|
3
|
%
|
|
—
|
|
(1
|
)
|
|
3
|
%
|
|
(1
|
)
|
|
4
|
LatAm
|
3
|
%
|
|
4
|
|
—
|
|
|
7
|
%
|
|
—
|
|
|
7
|
Europe
|
7
|
%
|
|
5
|
|
(6
|
)
|
|
5.5
|
%
|
|
(1
|
)
|
|
6
|
AMESA
|
—
|
%
|
|
2
|
|
4
|
|
|
6
|
%
|
|
4
|
|
|
2.5
|
APAC
|
4.5
|
%
|
|
3
|
|
2
|
|
|
9
|
%
|
|
7
|
|
|
2
|
Total
|
4
|
%
|
|
2
|
|
(1
|
)
|
|
4.5
|
%
|
|
0.5
|
|
|
4
|
|
2018
|
||||||||||||||||||
|
|
|
Impact of
|
|
|
|
Impact of
|
||||||||||||
|
Reported
% Change, GAAP Measure
|
|
Foreign exchange translation
|
|
Acquisitions and divestitures
|
|
Sales and certain other taxes
|
|
Organic
% Change, Non-GAAP Measure(a)
|
|
Volume(b)
|
|
Effective net pricing
|
||||||
FLNA
|
3.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
3
|
%
|
|
1
|
|
|
2
|
|
QFNA
|
(1.5
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|
(2
|
)%
|
|
(0.5
|
)
|
|
(1
|
)
|
PBNA
|
1
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
0.5
|
%
|
|
(1
|
)
|
|
2
|
|
LatAm
|
2
|
%
|
|
6
|
|
|
—
|
|
|
—
|
|
8
|
%
|
|
1
|
|
|
7
|
|
Europe
|
4
|
%
|
|
2
|
|
|
—
|
|
|
0.5
|
|
7
|
%
|
|
5
|
|
|
3
|
|
AMESA
|
(0.5
|
)%
|
|
2
|
|
|
4
|
|
|
—
|
|
5
|
%
|
|
1.5
|
|
|
4
|
|
APAC
|
(3
|
)%
|
|
(1
|
)
|
|
11
|
|
|
0.5
|
|
8
|
%
|
|
6
|
|
|
2
|
|
Total
|
2
|
%
|
|
1
|
|
|
1
|
|
|
—
|
|
4
|
%
|
|
1
|
|
|
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.
|
|
2019
|
||||||||||||||||||
|
|
|
Items Affecting Comparability(a)
|
|
|
||||||||||||||
|
Reported, GAAP Measure
|
|
Mark-to-market net impact
|
|
Restructuring and impairment charges
|
|
Inventory fair value adjustments and merger and integration charges
|
|
Core,
Non-GAAP Measure
|
||||||||||
FLNA
|
$
|
5,258
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5,280
|
|
QFNA
|
544
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
546
|
|
|||||
PBNA
|
2,179
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
2,230
|
|
|||||
LatAm
|
1,141
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
1,203
|
|
|||||
Europe
|
1,327
|
|
|
—
|
|
|
99
|
|
|
46
|
|
|
1,472
|
|
|||||
AMESA
|
671
|
|
|
—
|
|
|
38
|
|
|
7
|
|
|
716
|
|
|||||
APAC
|
477
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
524
|
|
|||||
Corporate unallocated expenses
|
(1,306
|
)
|
|
(112
|
)
|
|
47
|
|
|
2
|
|
|
(1,369
|
)
|
|||||
Total
|
$
|
10,291
|
|
|
$
|
(112
|
)
|
|
$
|
368
|
|
|
$
|
55
|
|
|
$
|
10,602
|
|
|
2018
|
||||||||||||||||||
|
|
|
Items Affecting Comparability(a)
|
|
|
||||||||||||||
|
Reported,
GAAP Measure
|
|
Mark-to-market net impact
|
|
Restructuring and impairment charges
|
|
Merger and integration charges
|
|
Core,
Non-GAAP Measure
|
||||||||||
FLNA
|
$
|
5,008
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
5,044
|
|
QFNA
|
637
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
644
|
|
|||||
PBNA
|
2,276
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
2,364
|
|
|||||
LatAm
|
1,049
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
1,089
|
|
|||||
Europe
|
1,256
|
|
|
—
|
|
|
59
|
|
|
57
|
|
|
1,372
|
|
|||||
AMESA
|
661
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
679
|
|
|||||
APAC
|
619
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
633
|
|
|||||
Corporate unallocated expenses
|
(1,396
|
)
|
|
163
|
|
|
10
|
|
|
18
|
|
|
(1,205
|
)
|
|||||
Total
|
$
|
10,110
|
|
|
$
|
163
|
|
|
$
|
272
|
|
|
$
|
75
|
|
|
$
|
10,620
|
|
|
2017
|
||||||||||||||
|
|
|
Items Affecting Comparability(a)
|
|
|
||||||||||
|
Reported,
GAAP Measure
|
|
Mark-to-market net impact
|
|
Restructuring and impairment charges
|
|
Core,
Non-GAAP Measure
|
||||||||
FLNA
|
$
|
4,793
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
4,847
|
|
QFNA
|
640
|
|
|
—
|
|
|
9
|
|
|
649
|
|
||||
PBNA
|
2,700
|
|
|
—
|
|
|
43
|
|
|
2,743
|
|
||||
LatAm
|
924
|
|
|
—
|
|
|
56
|
|
|
980
|
|
||||
Europe
|
1,199
|
|
|
—
|
|
|
53
|
|
|
1,252
|
|
||||
AMESA
|
789
|
|
|
—
|
|
|
2
|
|
|
791
|
|
||||
APAC
|
401
|
|
|
—
|
|
|
(5
|
)
|
|
396
|
|
||||
Corporate unallocated expenses
|
(1,170
|
)
|
|
(15
|
)
|
|
17
|
|
|
(1,168
|
)
|
||||
Total
|
$
|
10,276
|
|
|
$
|
(15
|
)
|
|
$
|
229
|
|
|
$
|
10,490
|
|
(a)
|
See “Items Affecting Comparability.”
|
|
2019
|
||||||||||||||||||
|
|
|
Impact of Items Affecting Comparability(a)
|
|
|
|
Impact of
|
|
|
||||||||||
|
Reported % Change, GAAP Measure
|
|
Mark-to-market net impact
|
|
Restructuring and impairment charges
|
|
Inventory fair value adjustments and merger and integration charges
|
|
Core
% Change, Non-GAAP Measure(b)
|
|
Foreign exchange translation
|
|
Core Constant Currency
% Change, Non-GAAP Measure(b)
|
||||||
FLNA
|
5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
%
|
|
—
|
|
5
|
%
|
QFNA
|
(15
|
)%
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(15
|
)%
|
|
—
|
|
(15
|
)%
|
PBNA
|
(4
|
)%
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)%
|
|
—
|
|
(6
|
)%
|
LatAm
|
9
|
%
|
|
—
|
|
|
2
|
|
|
—
|
|
|
10
|
%
|
|
2
|
|
13
|
%
|
Europe
|
6
|
%
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
7
|
%
|
|
5
|
|
13
|
%
|
AMESA
|
1.5
|
%
|
|
—
|
|
|
3
|
|
|
1
|
|
|
5.5
|
%
|
|
2.5
|
|
8
|
%
|
APAC
|
(23
|
)%
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(17
|
)%
|
|
2
|
|
(16
|
)%
|
Corporate unallocated expenses
|
(6
|
)%
|
|
22
|
|
|
(3
|
)
|
|
1
|
|
|
14
|
%
|
|
—
|
|
14
|
%
|
Total
|
2
|
%
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
—
|
%
|
|
1
|
|
1
|
%
|
|
2018
|
|||||||||||||||||||
|
|
|
Impact of Items Affecting Comparability(a)
|
|
|
|
Impact of
|
|
|
|||||||||||
|
Reported
% Change, GAAP Measure
|
|
Mark-to-market net impact
|
|
Restructuring
and impairment charges
|
|
Merger and integration charges
|
|
Core
% Change, Non-GAAP Measure(b)
|
|
Foreign exchange
translation
|
|
Core Constant Currency
% Change, Non-GAAP Measure(b)
|
|||||||
FLNA
|
4.5
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
%
|
|
—
|
|
|
4
|
%
|
QFNA
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)%
|
|
—
|
|
|
(1
|
)%
|
PBNA
|
(16
|
)%
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(14
|
)%
|
|
—
|
|
|
(14
|
)%
|
LatAm
|
13
|
%
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
11
|
%
|
|
2
|
|
|
13
|
%
|
Europe
|
5
|
%
|
|
—
|
|
|
—
|
|
|
4
|
|
|
10
|
%
|
|
3
|
|
|
13
|
%
|
AMESA
|
(16
|
)%
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(14
|
)%
|
|
—
|
|
|
(14
|
)%
|
APAC
|
54
|
%
|
|
—
|
|
|
5
|
|
|
—
|
|
|
60
|
%
|
|
(2
|
)
|
|
58
|
%
|
Corporate unallocated expenses
|
19
|
%
|
|
(15
|
)
|
|
1
|
|
|
(1.5
|
)
|
|
3
|
%
|
|
—
|
|
|
3
|
%
|
Total
|
(2
|
)%
|
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
%
|
|
0.5
|
|
|
2
|
%
|
(a)
|
See “Items Affecting Comparability” for further information.
|
(b)
|
Amounts may not sum due to rounding.
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
||||||||||
Other pension and retiree medical benefits (expense)/income
|
$
|
(44
|
)
|
|
$
|
298
|
|
|
$
|
233
|
|
|
$
|
(342
|
)
|
|
$
|
65
|
|
Net interest expense
|
$
|
(935
|
)
|
|
$
|
(1,219
|
)
|
|
$
|
(907
|
)
|
|
$
|
284
|
|
|
$
|
(312
|
)
|
Annual tax rate (a)
|
21.0
|
%
|
|
(36.7
|
)%
|
|
48.9
|
%
|
|
|
|
|
|||||||
Net income attributable to PepsiCo
|
$
|
7,314
|
|
|
$
|
12,515
|
|
|
$
|
4,857
|
|
|
(42
|
)%
|
|
158
|
%
|
||
Net income attributable to PepsiCo per common share – diluted
|
$
|
5.20
|
|
|
$
|
8.78
|
|
|
$
|
3.38
|
|
|
(41
|
)%
|
|
160
|
%
|
||
Mark-to-market net impact
|
(0.06
|
)
|
|
0.09
|
|
|
(0.01
|
)
|
|
|
|
|
|||||||
Restructuring and impairment charges
|
0.21
|
|
|
0.18
|
|
|
0.16
|
|
|
|
|
|
|||||||
Inventory fair value adjustments and merger and integration charges
|
0.03
|
|
|
0.05
|
|
|
—
|
|
|
|
|
|
|||||||
Pension-related settlement charges
|
0.15
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||||
Net tax related to the TCJ Act (a)
|
(0.01
|
)
|
|
(0.02
|
)
|
|
1.70
|
|
|
|
|
|
|||||||
Other net tax benefits (a)
|
—
|
|
|
(3.55
|
)
|
|
—
|
|
|
|
|
|
|||||||
Charges related to cash tender and exchange offers
|
—
|
|
|
0.13
|
|
|
—
|
|
|
|
|
|
|||||||
Net income attributable to PepsiCo per common share – diluted, excluding above items (b)
|
$
|
5.53
|
|
(c)
|
$
|
5.66
|
|
|
$
|
5.23
|
|
|
(2
|
)%
|
|
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 (b)
|
|
|
|
|
|
|
(1
|
)%
|
|
9
|
%
|
(a)
|
See Note 5 to our consolidated financial statements for further information.
|
(b)
|
See “Non-GAAP Measures.”
|
(c)
|
Does not sum due to rounding.
|
|
2019
|
||||||||||||||||||||||||||||||
|
Cost of sales
|
|
Gross profit
|
|
Selling, general and administrative expenses
|
|
Operating profit
|
|
Other pension and retiree medical benefits (expense)/income
|
|
Provision for income taxes(a)
|
|
Net income attributable to noncontrolling interests
|
|
Net income attributable to PepsiCo
|
||||||||||||||||
Reported, GAAP Measure
|
$
|
30,132
|
|
|
$
|
37,029
|
|
|
$
|
26,738
|
|
|
$
|
10,291
|
|
|
$
|
(44
|
)
|
|
$
|
1,959
|
|
|
$
|
39
|
|
|
$
|
7,314
|
|
Items Affecting Comparability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mark-to-market net impact
|
57
|
|
|
(57
|
)
|
|
55
|
|
|
(112
|
)
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(87
|
)
|
||||||||
Restructuring and impairment charges
|
(115
|
)
|
|
115
|
|
|
(253
|
)
|
|
368
|
|
|
2
|
|
|
67
|
|
|
5
|
|
|
298
|
|
||||||||
Inventory fair value adjustments and merger and integration charges
|
(34
|
)
|
|
34
|
|
|
(21
|
)
|
|
55
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
47
|
|
||||||||
Pension-related settlement charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
62
|
|
|
—
|
|
|
211
|
|
||||||||
Net tax related to the TCJ Act
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(8
|
)
|
||||||||
Core, Non-GAAP Measure
|
$
|
30,040
|
|
|
$
|
37,121
|
|
|
$
|
26,519
|
|
|
$
|
10,602
|
|
|
$
|
231
|
|
|
$
|
2,079
|
|
|
$
|
44
|
|
|
$
|
7,775
|
|
|
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 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
|
||||||||||||||||||||||||||
|
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 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
|
|
(a)
|
Provision for income taxes is the expected tax charge/benefit on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net cash provided by operating activities
|
$
|
9,649
|
|
|
$
|
9,415
|
|
|
$
|
10,030
|
|
Net cash (used for)/provided by investing activities
|
$
|
(6,437
|
)
|
|
$
|
4,564
|
|
|
$
|
(4,403
|
)
|
Net cash used for financing activities
|
$
|
(8,489
|
)
|
|
$
|
(13,769
|
)
|
|
$
|
(4,186
|
)
|
|
|
|
|
|
|
|
% Change
|
||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|||
Net cash provided by operating activities
|
$
|
9,649
|
|
|
$
|
9,415
|
|
|
$
|
10,030
|
|
|
2.5
|
|
|
(6
|
)
|
Capital spending
|
(4,232
|
)
|
|
(3,282
|
)
|
|
(2,969
|
)
|
|
|
|
|
|||||
Sales of property, plant and equipment
|
170
|
|
|
134
|
|
|
180
|
|
|
|
|
|
|||||
Free cash flow
|
$
|
5,587
|
|
|
$
|
6,267
|
|
|
$
|
7,241
|
|
|
(11
|
)
|
|
(13
|
)
|
|
Payments Due by Period(a)
|
||||||||||||||||||
|
Total
|
|
|
2020
|
|
|
2021 –
2022 |
|
|
2023 –
2024 |
|
|
2025 and
beyond |
|
|||||
Recorded Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt obligations (b)
|
$
|
29,142
|
|
|
$
|
—
|
|
|
$
|
7,156
|
|
|
$
|
3,110
|
|
|
$
|
18,876
|
|
Operating leases (c)
|
1,763
|
|
|
501
|
|
|
654
|
|
|
300
|
|
|
308
|
|
|||||
One-time mandatory transition tax - TCJ Act (d)
|
3,317
|
|
|
75
|
|
|
617
|
|
|
888
|
|
|
1,737
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on debt obligations (e)
|
12,403
|
|
|
996
|
|
|
1,730
|
|
|
1,388
|
|
|
8,289
|
|
|||||
Purchasing commitments (f)
|
2,032
|
|
|
874
|
|
|
844
|
|
|
213
|
|
|
101
|
|
|||||
Marketing commitments (g)
|
1,308
|
|
|
403
|
|
|
548
|
|
|
188
|
|
|
169
|
|
|||||
Total contractual commitments
|
$
|
49,965
|
|
|
$
|
2,849
|
|
|
$
|
11,549
|
|
|
$
|
6,087
|
|
|
$
|
29,480
|
|
(a)
|
Based on year-end foreign exchange rates.
|
(b)
|
Excludes $2,848 million related to current maturities of debt, $6 million related to the fair value adjustments for debt acquired in acquisitions and interest rate swaps and payments of $163 million related to unamortized net discounts.
|
(c)
|
Primarily reflects building leases. See Note 13 to our consolidated financial statements for further information on operating leases.
|
(d)
|
Reflects our transition tax liability as of December 28, 2019, which must be paid through 2026 under the provisions of the TCJ Act.
|
(e)
|
Interest payments on floating-rate debt are estimated using interest rates effective as of December 28, 2019. Includes accrued interest of $305 million as of December 28, 2019.
|
(f)
|
Reflects non-cancelable commitments, primarily for the purchase of commodities and outsourcing services in the normal course of business and does not include purchases that we are likely to make based on our plans, but are not obligated to incur.
|
(g)
|
Reflects non-cancelable commitments, primarily for sports marketing in the normal course of business.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|||
Net income attributable to PepsiCo (a)
|
$
|
7,314
|
|
|
$
|
12,515
|
|
|
$
|
4,857
|
|
|
Interest expense
|
1,135
|
|
|
1,525
|
|
|
1,151
|
|
|
|||
Tax on interest expense
|
(252
|
)
|
|
(339
|
)
|
|
(415
|
)
|
|
|||
|
$
|
8,197
|
|
|
$
|
13,701
|
|
|
$
|
5,593
|
|
|
|
|
|
|
|
|
|
||||||
Average debt obligations (b)
|
$
|
31,975
|
|
|
$
|
38,169
|
|
|
$
|
38,707
|
|
|
Average common shareholders’ equity (c)
|
14,317
|
|
|
11,368
|
|
|
12,004
|
|
|
|||
Average invested capital
|
$
|
46,292
|
|
|
$
|
49,537
|
|
|
$
|
50,711
|
|
|
|
|
|
|
|
|
|
||||||
Return on invested capital
|
17.7
|
|
%
|
27.7
|
|
%
|
11.0
|
|
%
|
(a)
|
Results include the impact of the TCJ Act. Additionally, our 2018 results included other net tax benefits related to the reorganization of our international operations. See Note 5 to our consolidated financial statements for further information.
|
(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.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
ROIC
|
17.7
|
|
%
|
27.7
|
|
%
|
11.0
|
|
%
|
Impact of:
|
|
|
|
|
|
|
|||
Average cash, cash equivalents and short-term investments
|
3.0
|
|
|
7.8
|
|
|
7.6
|
|
|
Interest income
|
(0.5
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|
Tax on interest income
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|
Mark-to-market net impact
|
(0.2
|
)
|
|
0.2
|
|
|
—
|
|
|
Restructuring and impairment charges
|
0.5
|
|
|
0.4
|
|
|
0.3
|
|
|
Inventory fair value adjustments and merger and integration charges
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
Pension-related settlement charges
|
0.5
|
|
|
—
|
|
|
—
|
|
|
Net tax related to the TCJ Act
|
(1.0
|
)
|
|
(1.1
|
)
|
|
4.5
|
|
|
Other net tax benefits
|
2.2
|
|
|
(9.7
|
)
|
|
0.1
|
|
|
Charges related to cash tender and exchange offers
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
Charges related to the transaction with Tingyi (a)
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
Venezuela impairment charges (a)
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
Net ROIC, excluding items affecting comparability
|
22.3
|
|
%
|
24.8
|
|
%
|
22.9
|
|
%
|
(a)
|
See “Item 6. Selected Financial Data” for further information.
|
•
|
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.
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Pension
|
|
|
|
|
|
|||
Service cost discount rate
|
3.4
|
%
|
|
4.4
|
%
|
|
3.7
|
%
|
Interest cost discount rate
|
2.8
|
%
|
|
3.9
|
%
|
|
3.2
|
%
|
Expected rate of return on plan assets
|
6.6
|
%
|
|
6.8
|
%
|
|
6.9
|
%
|
Expected rate of salary increases
|
3.2
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
Retiree medical
|
|
|
|
|
|
|||
Service cost discount rate
|
3.2
|
%
|
|
4.3
|
%
|
|
3.6
|
%
|
Interest cost discount rate
|
2.6
|
%
|
|
3.8
|
%
|
|
3.0
|
%
|
Expected rate of return on plan assets
|
5.8
|
%
|
|
6.6
|
%
|
|
6.5
|
%
|
Current health care cost trend rate
|
5.6
|
%
|
|
5.7
|
%
|
|
5.8
|
%
|
Assumption
|
|
Amount
|
||
Discount rates used in the calculation of expense
|
|
$
|
48
|
|
Expected rate of return
|
|
$
|
44
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net Revenue
|
$
|
67,161
|
|
|
$
|
64,661
|
|
|
$
|
63,525
|
|
Cost of sales
|
30,132
|
|
|
29,381
|
|
|
28,796
|
|
|||
Gross profit
|
37,029
|
|
|
35,280
|
|
|
34,729
|
|
|||
Selling, general and administrative expenses
|
26,738
|
|
|
25,170
|
|
|
24,453
|
|
|||
Operating Profit
|
10,291
|
|
|
10,110
|
|
|
10,276
|
|
|||
Other pension and retiree medical benefits (expense)/income
|
(44
|
)
|
|
298
|
|
|
233
|
|
|||
Interest expense
|
(1,135
|
)
|
|
(1,525
|
)
|
|
(1,151
|
)
|
|||
Interest income and other
|
200
|
|
|
306
|
|
|
244
|
|
|||
Income before income taxes
|
9,312
|
|
|
9,189
|
|
|
9,602
|
|
|||
Provision for/(benefit from) income taxes (See Note 5)
|
1,959
|
|
|
(3,370
|
)
|
|
4,694
|
|
|||
Net income
|
7,353
|
|
|
12,559
|
|
|
4,908
|
|
|||
Less: Net income attributable to noncontrolling interests
|
39
|
|
|
44
|
|
|
51
|
|
|||
Net Income Attributable to PepsiCo
|
$
|
7,314
|
|
|
$
|
12,515
|
|
|
$
|
4,857
|
|
Net Income Attributable to PepsiCo per Common Share
|
|
|
|
|
|
||||||
Basic
|
$
|
5.23
|
|
|
$
|
8.84
|
|
|
$
|
3.40
|
|
Diluted
|
$
|
5.20
|
|
|
$
|
8.78
|
|
|
$
|
3.38
|
|
Weighted-average common shares outstanding
|
|
|
|
|
|
||||||
Basic
|
1,399
|
|
|
1,415
|
|
|
1,425
|
|
|||
Diluted
|
1,407
|
|
|
1,425
|
|
|
1,438
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net income
|
$
|
7,353
|
|
|
$
|
12,559
|
|
|
$
|
4,908
|
|
Other comprehensive income/(loss), net of taxes:
|
|
|
|
|
|
||||||
Net currency translation adjustment
|
628
|
|
|
(1,641
|
)
|
|
1,109
|
|
|||
Net change on cash flow hedges
|
(90
|
)
|
|
40
|
|
|
(36
|
)
|
|||
Net pension and retiree medical adjustments
|
283
|
|
|
(467
|
)
|
|
(159
|
)
|
|||
Net change on available-for-sale securities
|
(2
|
)
|
|
6
|
|
|
(68
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
16
|
|
|||
|
819
|
|
|
(2,062
|
)
|
|
862
|
|
|||
Comprehensive income
|
8,172
|
|
|
10,497
|
|
|
5,770
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(39
|
)
|
|
(44
|
)
|
|
(51
|
)
|
|||
Comprehensive Income Attributable to PepsiCo
|
$
|
8,133
|
|
|
$
|
10,453
|
|
|
$
|
5,719
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
7,353
|
|
|
$
|
12,559
|
|
|
$
|
4,908
|
|
Depreciation and amortization
|
2,432
|
|
|
2,399
|
|
|
2,369
|
|
|||
Share-based compensation expense
|
237
|
|
|
256
|
|
|
292
|
|
|||
Restructuring and impairment charges
|
370
|
|
|
308
|
|
|
295
|
|
|||
Cash payments for restructuring charges
|
(350
|
)
|
|
(255
|
)
|
|
(113
|
)
|
|||
Pension and retiree medical plan expenses
|
519
|
|
|
221
|
|
|
221
|
|
|||
Pension and retiree medical plan contributions
|
(716
|
)
|
|
(1,708
|
)
|
|
(220
|
)
|
|||
Deferred income taxes and other tax charges and credits
|
453
|
|
|
(531
|
)
|
|
619
|
|
|||
Net tax related to the TCJ Act
|
(8
|
)
|
|
(28
|
)
|
|
2,451
|
|
|||
Tax payments related to the TCJ Act
|
(423
|
)
|
|
(115
|
)
|
|
—
|
|
|||
Other net tax benefits related to international reorganizations
|
(2
|
)
|
|
(4,347
|
)
|
|
—
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
(650
|
)
|
|
(253
|
)
|
|
(202
|
)
|
|||
Inventories
|
(190
|
)
|
|
(174
|
)
|
|
(168
|
)
|
|||
Prepaid expenses and other current assets
|
(87
|
)
|
|
9
|
|
|
20
|
|
|||
Accounts payable and other current liabilities
|
735
|
|
|
882
|
|
|
201
|
|
|||
Income taxes payable
|
(287
|
)
|
|
448
|
|
|
(338
|
)
|
|||
Other, net
|
263
|
|
|
(256
|
)
|
|
(305
|
)
|
|||
Net Cash Provided by Operating Activities
|
9,649
|
|
|
9,415
|
|
|
10,030
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital spending
|
(4,232
|
)
|
|
(3,282
|
)
|
|
(2,969
|
)
|
|||
Sales of property, plant and equipment
|
170
|
|
|
134
|
|
|
180
|
|
|||
Acquisition of SodaStream, net of cash and cash equivalents acquired
|
(1,939
|
)
|
|
(1,197
|
)
|
|
—
|
|
|||
Other acquisitions and investments in noncontrolled affiliates
|
(778
|
)
|
|
(299
|
)
|
|
(61
|
)
|
|||
Divestitures
|
253
|
|
|
505
|
|
|
267
|
|
|||
Short-term investments, by original maturity:
|
|
|
|
|
|
||||||
More than three months - purchases
|
—
|
|
|
(5,637
|
)
|
|
(18,385
|
)
|
|||
More than three months - maturities
|
16
|
|
|
12,824
|
|
|
15,744
|
|
|||
More than three months - sales
|
62
|
|
|
1,498
|
|
|
790
|
|
|||
Three months or less, net
|
19
|
|
|
16
|
|
|
2
|
|
|||
Other investing, net
|
(8
|
)
|
|
2
|
|
|
29
|
|
|||
Net Cash (Used for)/Provided by Investing Activities
|
(6,437
|
)
|
|
4,564
|
|
|
(4,403
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from issuances of long-term debt
|
4,621
|
|
|
—
|
|
|
7,509
|
|
|||
Payments of long-term debt
|
(3,970
|
)
|
|
(4,007
|
)
|
|
(4,406
|
)
|
|||
Debt redemption/cash tender and exchange offers
|
(1,007
|
)
|
|
(1,589
|
)
|
|
—
|
|
|||
Short-term borrowings, by original maturity:
|
|
|
|
|
|
||||||
More than three months - proceeds
|
6
|
|
|
3
|
|
|
91
|
|
|||
More than three months - payments
|
(2
|
)
|
|
(17
|
)
|
|
(128
|
)
|
|||
Three months or less, net
|
(3
|
)
|
|
(1,352
|
)
|
|
(1,016
|
)
|
|||
Cash dividends paid
|
(5,304
|
)
|
|
(4,930
|
)
|
|
(4,472
|
)
|
|||
Share repurchases - common
|
(3,000
|
)
|
|
(2,000
|
)
|
|
(2,000
|
)
|
|||
Share repurchases - preferred
|
—
|
|
|
(2
|
)
|
|
(5
|
)
|
|||
Proceeds from exercises of stock options
|
329
|
|
|
281
|
|
|
462
|
|
|||
Withholding tax payments on restricted stock units (RSUs), performance stock units (PSUs) and PepsiCo equity performance units (PEPunits) converted
|
(114
|
)
|
|
(103
|
)
|
|
(145
|
)
|
|||
Other financing
|
(45
|
)
|
|
(53
|
)
|
|
(76
|
)
|
|||
Net Cash Used for Financing Activities
|
(8,489
|
)
|
|
(13,769
|
)
|
|
(4,186
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents and restricted cash
|
78
|
|
|
(98
|
)
|
|
47
|
|
|||
Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted Cash
|
(5,199
|
)
|
|
112
|
|
|
1,488
|
|
|||
Cash and Cash Equivalents and Restricted Cash, Beginning of Year
|
10,769
|
|
|
10,657
|
|
|
9,169
|
|
|||
Cash and Cash Equivalents and Restricted Cash, End of Year
|
$
|
5,570
|
|
|
$
|
10,769
|
|
|
$
|
10,657
|
|
|
2019
|
|
|
2018
|
|
||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,509
|
|
|
$
|
8,721
|
|
Short-term investments
|
229
|
|
|
272
|
|
||
Restricted cash
|
—
|
|
|
1,997
|
|
||
Accounts and notes receivable, net
|
7,822
|
|
|
7,142
|
|
||
Inventories
|
3,338
|
|
|
3,128
|
|
||
Prepaid expenses and other current assets
|
747
|
|
|
633
|
|
||
Total Current Assets
|
17,645
|
|
|
21,893
|
|
||
Property, Plant and Equipment, net
|
19,305
|
|
|
17,589
|
|
||
Amortizable Intangible Assets, net
|
1,433
|
|
|
1,644
|
|
||
Goodwill
|
15,501
|
|
|
14,808
|
|
||
Other indefinite-lived intangible assets
|
14,610
|
|
|
14,181
|
|
||
Indefinite-Lived Intangible Assets
|
30,111
|
|
|
28,989
|
|
||
Investments in Noncontrolled Affiliates
|
2,683
|
|
|
2,409
|
|
||
Deferred Income Taxes
|
4,359
|
|
|
4,364
|
|
||
Other Assets
|
3,011
|
|
|
760
|
|
||
Total Assets
|
$
|
78,547
|
|
|
$
|
77,648
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Short-term debt obligations
|
$
|
2,920
|
|
|
$
|
4,026
|
|
Accounts payable and other current liabilities
|
17,541
|
|
|
18,112
|
|
||
Total Current Liabilities
|
20,461
|
|
|
22,138
|
|
||
Long-Term Debt Obligations
|
29,148
|
|
|
28,295
|
|
||
Deferred Income Taxes
|
4,091
|
|
|
3,499
|
|
||
Other Liabilities
|
9,979
|
|
|
9,114
|
|
||
Total Liabilities
|
63,679
|
|
|
63,046
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
PepsiCo Common Shareholders’ Equity
|
|
|
|
||||
Common stock, par value 12/3¢ per share (authorized 3,600 shares; issued, net of repurchased common stock at par value: 1,391 and 1,409 shares, respectively)
|
23
|
|
|
23
|
|
||
Capital in excess of par value
|
3,886
|
|
|
3,953
|
|
||
Retained earnings
|
61,946
|
|
|
59,947
|
|
||
Accumulated other comprehensive loss
|
(14,300
|
)
|
|
(15,119
|
)
|
||
Repurchased common stock, in excess of par value (476 and 458 shares, respectively)
|
(36,769
|
)
|
|
(34,286
|
)
|
||
Total PepsiCo Common Shareholders’ Equity
|
14,786
|
|
|
14,518
|
|
||
Noncontrolling interests
|
82
|
|
|
84
|
|
||
Total Equity
|
14,868
|
|
|
14,602
|
|
||
Total Liabilities and Equity
|
$
|
78,547
|
|
|
$
|
77,648
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
—
|
|
|
$
|
—
|
|
|
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
|
|
|||
Repurchased Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(197
|
)
|
|
(0.7
|
)
|
|
(192
|
)
|
|||
Redemptions
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Retirement of preferred stock
|
—
|
|
|
—
|
|
|
0.7
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(197
|
)
|
|||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
1,409
|
|
|
23
|
|
|
1,420
|
|
|
24
|
|
|
1,428
|
|
|
24
|
|
|||
Shares issued in connection with preferred stock conversion to common stock
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Change in repurchased common stock
|
(18
|
)
|
|
—
|
|
|
(12
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Balance, end of year
|
1,391
|
|
|
23
|
|
|
1,409
|
|
|
23
|
|
|
1,420
|
|
|
24
|
|
|||
Capital in Excess of Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
3,953
|
|
|
|
|
3,996
|
|
|
|
|
4,091
|
|
||||||
Share-based compensation expense
|
|
|
235
|
|
|
|
|
250
|
|
|
|
|
290
|
|
||||||
Equity issued in connection with preferred stock conversion to common stock
|
|
|
—
|
|
|
|
|
6
|
|
|
|
|
—
|
|
||||||
Stock option exercises, RSUs, PSUs and PEPunits converted
|
|
|
(188
|
)
|
|
|
|
(193
|
)
|
|
|
|
(236
|
)
|
||||||
Withholding tax on RSUs, PSUs and PEPunits converted
|
|
|
(114
|
)
|
|
|
|
(103
|
)
|
|
|
|
(145
|
)
|
||||||
Other
|
|
|
—
|
|
|
|
|
(3
|
)
|
|
|
|
(4
|
)
|
||||||
Balance, end of year
|
|
|
3,886
|
|
|
|
|
3,953
|
|
|
|
|
3,996
|
|
||||||
Retained Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
59,947
|
|
|
|
|
52,839
|
|
|
|
|
52,518
|
|
||||||
Cumulative effect of accounting changes
|
|
|
8
|
|
|
|
|
(145
|
)
|
|
|
|
—
|
|
||||||
Net income attributable to PepsiCo
|
|
|
7,314
|
|
|
|
|
12,515
|
|
|
|
|
4,857
|
|
||||||
Cash dividends declared - common (a)
|
|
|
(5,323
|
)
|
|
|
|
(5,098
|
)
|
|
|
|
(4,536
|
)
|
||||||
Retirement of preferred stock
|
|
|
—
|
|
|
|
|
(164
|
)
|
|
|
|
—
|
|
||||||
Balance, end of year
|
|
|
61,946
|
|
|
|
|
59,947
|
|
|
|
|
52,839
|
|
||||||
Accumulated Other Comprehensive Loss
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
(15,119
|
)
|
|
|
|
(13,057
|
)
|
|
|
|
(13,919
|
)
|
||||||
Other comprehensive income/(loss) attributable to PepsiCo
|
|
|
819
|
|
|
|
|
(2,062
|
)
|
|
|
|
862
|
|
||||||
Balance, end of year
|
|
|
(14,300
|
)
|
|
|
|
(15,119
|
)
|
|
|
|
(13,057
|
)
|
||||||
Repurchased Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
(458
|
)
|
|
(34,286
|
)
|
|
(446
|
)
|
|
(32,757
|
)
|
|
(438
|
)
|
|
(31,468
|
)
|
|||
Share repurchases
|
(24
|
)
|
|
(3,000
|
)
|
|
(18
|
)
|
|
(2,000
|
)
|
|
(18
|
)
|
|
(2,000
|
)
|
|||
Stock option exercises, RSUs, PSUs and PEPunits converted
|
6
|
|
|
516
|
|
|
6
|
|
|
469
|
|
|
10
|
|
|
708
|
|
|||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|||
Balance, end of year
|
(476
|
)
|
|
(36,769
|
)
|
|
(458
|
)
|
|
(34,286
|
)
|
|
(446
|
)
|
|
(32,757
|
)
|
|||
Total PepsiCo Common Shareholders’ Equity
|
|
|
14,786
|
|
|
|
|
14,518
|
|
|
|
|
11,045
|
|
||||||
Noncontrolling Interests
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, beginning of year
|
|
|
84
|
|
|
|
|
92
|
|
|
|
|
104
|
|
||||||
Net income attributable to noncontrolling interests
|
|
|
39
|
|
|
|
|
44
|
|
|
|
|
51
|
|
||||||
Distributions to noncontrolling interests
|
|
|
(42
|
)
|
|
|
|
(49
|
)
|
|
|
|
(62
|
)
|
||||||
Other, net
|
|
|
1
|
|
|
|
|
(3
|
)
|
|
|
|
(1
|
)
|
||||||
Balance, end of year
|
|
|
82
|
|
|
|
|
84
|
|
|
|
|
92
|
|
||||||
Total Equity
|
|
|
$
|
14,868
|
|
|
|
|
$
|
14,602
|
|
|
|
|
$
|
10,981
|
|
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
|
|
September, October, November and December
|
1)
|
FLNA, which includes our branded food and snack businesses in the United States and Canada;
|
2)
|
QFNA, which includes our cereal, rice, pasta and other branded food businesses in the United States and Canada;
|
3)
|
PBNA, which includes our beverage businesses in the United States and Canada;
|
4)
|
LatAm, which includes all of our beverage, food and snack businesses in Latin America;
|
5)
|
Europe, which includes all of our beverage, food and snack businesses in Europe;
|
6)
|
AMESA, which includes all of our beverage, food and snack businesses in Africa, the Middle East and South Asia; and
|
7)
|
APAC, which includes all of our beverage, food and snack businesses in Asia Pacific, Australia and New Zealand and China region.
|
•
|
share-based compensation expense;
|
•
|
pension and retiree medical expense; and
|
•
|
derivatives.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
FLNA
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
QFNA
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
PBNA
|
17
|
%
|
|
18
|
%
|
|
18
|
%
|
LatAm
|
7
|
%
|
|
8
|
%
|
|
7
|
%
|
Europe
|
17
|
%
|
|
9
|
%
|
|
9
|
%
|
AMESA
|
3
|
%
|
|
4
|
%
|
|
5
|
%
|
APAC
|
5
|
%
|
|
4
|
%
|
|
4
|
%
|
Corporate unallocated expenses
|
37
|
%
|
|
43
|
%
|
|
43
|
%
|
|
Net Revenue
|
|
Operating Profit
|
||||||||||||||||||||
|
2019(a)
|
|
|
2018(a)
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
||||||
FLNA
|
$
|
17,078
|
|
|
$
|
16,346
|
|
|
$
|
15,798
|
|
|
$
|
5,258
|
|
|
$
|
5,008
|
|
|
$
|
4,793
|
|
QFNA
|
2,482
|
|
|
2,465
|
|
|
2,503
|
|
|
544
|
|
|
637
|
|
|
640
|
|
||||||
PBNA
|
21,730
|
|
|
21,072
|
|
|
20,936
|
|
|
2,179
|
|
|
2,276
|
|
|
2,700
|
|
||||||
LatAm
|
7,573
|
|
|
7,354
|
|
|
7,208
|
|
|
1,141
|
|
|
1,049
|
|
|
924
|
|
||||||
Europe
|
11,728
|
|
|
10,973
|
|
|
10,522
|
|
|
1,327
|
|
|
1,256
|
|
|
1,199
|
|
||||||
AMESA
|
3,651
|
|
|
3,657
|
|
|
3,674
|
|
|
671
|
|
|
661
|
|
|
789
|
|
||||||
APAC
|
2,919
|
|
|
2,794
|
|
|
2,884
|
|
|
477
|
|
|
619
|
|
|
401
|
|
||||||
Total division
|
67,161
|
|
|
64,661
|
|
|
63,525
|
|
|
11,597
|
|
|
11,506
|
|
|
11,446
|
|
||||||
Corporate unallocated expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,306
|
)
|
|
(1,396
|
)
|
|
(1,170
|
)
|
||||||
Total
|
$
|
67,161
|
|
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
10,291
|
|
|
$
|
10,110
|
|
|
$
|
10,276
|
|
(a)
|
Our primary performance obligation is the distribution and sales of beverage products and food and snack products to our customers, with our food and snack business representing approximately 55% of our consolidated net revenue. Internationally, LatAm’s food and snack business is approximately 90% of the segment’s net revenue, Europe’s beverage business and food and snack business are approximately 55% and 45%, respectively, of the segment’s net revenue, AMESA’s beverage business and food and snack business are approximately 40% and 60%, respectively, of the segment’s net revenue and APAC’s beverage business and food and snack business are approximately 25% and 75%, respectively, of the segment’s net revenue. Beverage revenue from company-owned bottlers, which primarily includes our consolidated bottling operations in our PBNA and Europe segments, is approximately 40% of our consolidated net revenue. Generally, our
|
|
Total Assets
|
|
Capital Spending
|
||||||||||||||||
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||||
FLNA
|
$
|
7,519
|
|
|
$
|
6,577
|
|
|
$
|
1,227
|
|
|
$
|
840
|
|
|
$
|
665
|
|
QFNA
|
941
|
|
|
870
|
|
|
104
|
|
|
53
|
|
|
44
|
|
|||||
PBNA
|
31,449
|
|
|
29,878
|
|
|
1,053
|
|
|
945
|
|
|
904
|
|
|||||
LatAm
|
7,007
|
|
|
6,458
|
|
|
557
|
|
|
492
|
|
|
481
|
|
|||||
Europe
|
17,814
|
|
|
16,887
|
|
|
613
|
|
|
466
|
|
|
463
|
|
|||||
AMESA
|
3,672
|
|
|
3,252
|
|
|
267
|
|
|
198
|
|
|
181
|
|
|||||
APAC
|
4,113
|
|
|
3,704
|
|
|
195
|
|
|
138
|
|
|
145
|
|
|||||
Total division
|
72,515
|
|
|
67,626
|
|
|
4,016
|
|
|
3,132
|
|
|
2,883
|
|
|||||
Corporate (a)
|
6,032
|
|
|
10,022
|
|
|
216
|
|
|
150
|
|
|
86
|
|
|||||
Total
|
$
|
78,547
|
|
|
$
|
77,648
|
|
|
$
|
4,232
|
|
|
$
|
3,282
|
|
|
$
|
2,969
|
|
(a)
|
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 2019, the change in assets was primarily due to a decrease in cash and cash equivalents and restricted cash. Refer to the cash flow statement for additional information.
|
|
Amortization of
Intangible Assets |
|
Depreciation and
Other Amortization |
||||||||||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
||||||
FLNA
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
492
|
|
|
$
|
457
|
|
|
$
|
449
|
|
QFNA
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
45
|
|
|
47
|
|
||||||
PBNA
|
29
|
|
|
31
|
|
|
31
|
|
|
857
|
|
|
821
|
|
|
780
|
|
||||||
LatAm
|
5
|
|
|
5
|
|
|
5
|
|
|
270
|
|
|
253
|
|
|
245
|
|
||||||
Europe
|
37
|
|
|
23
|
|
|
22
|
|
|
341
|
|
|
319
|
|
|
317
|
|
||||||
AMESA
|
2
|
|
|
2
|
|
|
2
|
|
|
116
|
|
|
169
|
|
|
170
|
|
||||||
APAC
|
1
|
|
|
1
|
|
|
1
|
|
|
76
|
|
|
80
|
|
|
99
|
|
||||||
Total division
|
81
|
|
|
69
|
|
|
68
|
|
|
2,196
|
|
|
2,144
|
|
|
2,107
|
|
||||||
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
186
|
|
|
194
|
|
||||||
Total
|
$
|
81
|
|
|
$
|
69
|
|
|
$
|
68
|
|
|
$
|
2,351
|
|
|
$
|
2,330
|
|
|
$
|
2,301
|
|
|
Net Revenue
|
|
Long-Lived Assets(a)
|
||||||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|||||
United States
|
$
|
38,644
|
|
|
$
|
37,148
|
|
|
$
|
36,546
|
|
|
$
|
30,601
|
|
|
$
|
29,169
|
|
Mexico
|
4,190
|
|
|
3,878
|
|
|
3,650
|
|
|
1,666
|
|
|
1,404
|
|
|||||
Russia
|
3,263
|
|
|
3,191
|
|
|
3,232
|
|
|
4,314
|
|
|
3,926
|
|
|||||
Canada
|
2,831
|
|
|
2,736
|
|
|
2,691
|
|
|
2,695
|
|
|
2,565
|
|
|||||
United Kingdom
|
1,723
|
|
|
1,743
|
|
|
1,650
|
|
|
827
|
|
|
759
|
|
|||||
China
|
1,300
|
|
|
1,164
|
|
|
963
|
|
|
705
|
|
|
509
|
|
|||||
Brazil
|
1,295
|
|
|
1,335
|
|
|
1,427
|
|
|
590
|
|
|
639
|
|
|||||
All other countries
|
13,915
|
|
|
13,466
|
|
|
13,366
|
|
|
12,134
|
|
|
11,660
|
|
|||||
Total
|
$
|
67,161
|
|
|
$
|
64,661
|
|
|
$
|
63,525
|
|
|
$
|
53,532
|
|
|
$
|
50,631
|
|
(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.
|
•
|
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.
|
•
|
Share-Based Compensation – Note 6.
|
•
|
Pension, Retiree Medical and Savings Plans – Note 7.
|
•
|
Financial Instruments – Note 9.
|
•
|
Cash Equivalents – Cash equivalents are highly liquid investments with original maturities of three months or less.
|
•
|
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 and weighted-average exchange rates for revenues and expenses. Adjustments resulting from translating net assets are reported as a separate component of accumulated other comprehensive loss within common shareholders’ equity as currency translation adjustment.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
2019 Productivity Plan
|
$
|
370
|
|
|
$
|
138
|
|
|
$
|
—
|
|
2014 Productivity Plan
|
—
|
|
|
170
|
|
|
295
|
|
|||
Total restructuring and impairment charges
|
370
|
|
|
308
|
|
|
295
|
|
|||
Other productivity initiatives
|
3
|
|
|
8
|
|
|
16
|
|
|||
Total restructuring and impairment charges and other productivity initiatives
|
$
|
373
|
|
|
$
|
316
|
|
|
$
|
311
|
|
|
FLNA
|
|
QFNA
|
|
PBNA
|
|
LatAm
|
|
Europe
|
|
AMESA
|
|
APAC
|
|
Corporate
|
||||||||
Expected pre-tax charges
|
11
|
%
|
|
2
|
%
|
|
30
|
%
|
|
10
|
%
|
|
25
|
%
|
|
8
|
%
|
|
5
|
%
|
|
9
|
%
|
|
2019
|
|
|
2018
|
|
||
Cost of sales
|
$
|
115
|
|
|
$
|
3
|
|
Selling, general and administrative expenses
|
253
|
|
|
100
|
|
||
Other pension and retiree medical benefits expense
|
2
|
|
|
35
|
|
||
Total restructuring and impairment charges
|
$
|
370
|
|
|
$
|
138
|
|
After-tax amount
|
$
|
303
|
|
|
$
|
109
|
|
Net income attributable to PepsiCo per common share
|
$
|
0.21
|
|
|
$
|
0.08
|
|
|
2019
|
|
|
2018
|
|
|
Plan to Date
through 12/28/2019
|
|
|||
FLNA
|
$
|
22
|
|
|
$
|
31
|
|
|
$
|
53
|
|
QFNA
|
2
|
|
|
5
|
|
|
7
|
|
|||
PBNA
|
51
|
|
|
40
|
|
|
91
|
|
|||
LatAm
|
62
|
|
|
9
|
|
|
71
|
|
|||
Europe
|
99
|
|
|
6
|
|
|
105
|
|
|||
AMESA
|
38
|
|
|
3
|
|
|
41
|
|
|||
APAC
|
47
|
|
|
2
|
|
|
49
|
|
|||
Corporate
|
47
|
|
|
7
|
|
|
54
|
|
|||
|
368
|
|
|
103
|
|
|
471
|
|
|||
Other pension and retiree medical benefits expense
|
2
|
|
|
35
|
|
|
37
|
|
|||
Total
|
$
|
370
|
|
|
$
|
138
|
|
|
$
|
508
|
|
|
Plan to Date
through 12/28/2019
|
|
|
Severance and other employee costs
|
$
|
286
|
|
Asset impairments
|
92
|
|
|
Other costs (a)
|
130
|
|
|
Total
|
$
|
508
|
|
(a)
|
Includes other costs associated with the implementation of our initiatives, including contract termination costs, consulting and other professional fees.
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
2018 restructuring charges
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
138
|
|
Non-cash charges and translation
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
||||
Liability as of December 29, 2018
|
105
|
|
|
—
|
|
|
1
|
|
|
106
|
|
||||
2019 restructuring charges
|
149
|
|
|
92
|
|
|
129
|
|
|
370
|
|
||||
Cash payments (a)
|
(138
|
)
|
|
—
|
|
|
(119
|
)
|
|
(257
|
)
|
||||
Non-cash charges and translation
|
12
|
|
|
(92
|
)
|
|
10
|
|
|
(70
|
)
|
||||
Liability as of December 28, 2019
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
149
|
|
(a)
|
Excludes cash expenditures of $4 million reported in the cash flow statement in pension and retiree medical contributions.
|
|
2018
|
|
|
2017
|
|
||
Selling, general and administrative expenses
|
$
|
169
|
|
|
$
|
229
|
|
Other pension and retiree medical benefits expense
|
1
|
|
|
66
|
|
||
Total restructuring and impairment charges
|
$
|
170
|
|
|
$
|
295
|
|
After-tax amount
|
$
|
143
|
|
|
$
|
224
|
|
Net income attributable to PepsiCo per common share
|
$
|
0.10
|
|
|
$
|
0.16
|
|
|
2018
|
|
|
2017
|
|
||
FLNA
|
$
|
8
|
|
|
$
|
67
|
|
QFNA
|
2
|
|
|
11
|
|
||
PBNA
|
51
|
|
|
54
|
|
||
LatAm
|
30
|
|
|
63
|
|
||
Europe
|
53
|
|
|
53
|
|
||
AMESA
|
15
|
|
|
2
|
|
||
APAC (a)
|
12
|
|
|
(5
|
)
|
||
Corporate (b)
|
(1
|
)
|
|
50
|
|
||
Total
|
$
|
170
|
|
|
$
|
295
|
|
(a)
|
Income amount primarily reflects a gain on the sale of property, plant and equipment.
|
(b)
|
Income amount primarily relates to other pension and retiree medical benefits.
|
|
Severance and Other Employee Costs
|
|
Asset
Impairments
|
|
Other Costs
|
|
Total
|
||||||||
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
|
|
||||
Cash payments
|
(77
|
)
|
|
—
|
|
|
(16
|
)
|
|
(93
|
)
|
||||
Non-cash charges and translation
|
(14
|
)
|
|
—
|
|
|
(7
|
)
|
|
(21
|
)
|
||||
Liability as of December 28, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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) |
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Property, plant and equipment, net
|
|
|
|
|
|
|
|
||||||
Land
|
|
|
$
|
1,130
|
|
|
$
|
1,078
|
|
|
|
||
Buildings and improvements
|
15 - 44
|
|
9,314
|
|
|
8,941
|
|
|
|
||||
Machinery and equipment, including fleet and software
|
5 - 15
|
|
29,390
|
|
|
27,715
|
|
|
|
||||
Construction in progress
|
|
|
3,169
|
|
|
2,430
|
|
|
|
||||
|
|
|
43,003
|
|
|
40,164
|
|
|
|
||||
Accumulated depreciation
|
|
|
(23,698
|
)
|
|
(22,575
|
)
|
|
|
||||
Total
|
|
|
$
|
19,305
|
|
|
$
|
17,589
|
|
|
|
||
Depreciation expense
|
|
|
$
|
2,257
|
|
|
$
|
2,241
|
|
|
$
|
2,227
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||||||||||||||||||||
|
Average
Useful Life (Years) |
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
|
|
||||||||||||||
Amortizable intangible assets, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Acquired franchise rights
|
56 – 60
|
|
$
|
846
|
|
|
$
|
(158
|
)
|
|
$
|
688
|
|
|
$
|
838
|
|
|
$
|
(140
|
)
|
|
$
|
698
|
|
|
|
||
Reacquired franchise rights
|
5 – 14
|
|
106
|
|
|
(105
|
)
|
|
1
|
|
|
106
|
|
|
(105
|
)
|
|
1
|
|
|
|
||||||||
Brands
|
20 – 40
|
|
1,326
|
|
|
(1,066
|
)
|
|
260
|
|
|
1,306
|
|
|
(1,032
|
)
|
|
274
|
|
|
|
||||||||
Other identifiable intangibles (a)
|
10 – 24
|
|
810
|
|
|
(326
|
)
|
|
484
|
|
|
959
|
|
|
(288
|
)
|
|
671
|
|
|
|
||||||||
Total
|
|
|
$
|
3,088
|
|
|
$
|
(1,655
|
)
|
|
$
|
1,433
|
|
|
$
|
3,209
|
|
|
$
|
(1,565
|
)
|
|
$
|
1,644
|
|
|
|
||
Amortization expense
|
|
|
|
|
|
|
$
|
81
|
|
|
|
|
|
|
$
|
69
|
|
|
$
|
68
|
|
(a)
|
The change from 2018 to 2019 primarily reflects revisions to the purchase price allocation for our acquisition of SodaStream.
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|||||
Five-year projected amortization
|
$
|
82
|
|
|
$
|
80
|
|
|
$
|
77
|
|
|
$
|
75
|
|
|
$
|
74
|
|
|
Balance,
Beginning 2018 |
|
Acquisitions/
(Divestitures) |
|
Translation
and Other |
|
Balance,
End of 2018 |
|
Acquisitions/ (Divestitures)
|
|
Translation
and Other |
|
Balance,
End of 2019 |
||||||||||||||
FLNA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
$
|
280
|
|
|
$
|
28
|
|
|
$
|
(11
|
)
|
|
$
|
297
|
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
|
$
|
299
|
|
Brands
|
25
|
|
|
138
|
|
|
(2
|
)
|
|
161
|
|
|
—
|
|
|
1
|
|
|
162
|
|
|||||||
Total
|
305
|
|
|
166
|
|
|
(13
|
)
|
|
458
|
|
|
(3
|
)
|
|
6
|
|
|
461
|
|
|||||||
QFNA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
175
|
|
|
9
|
|
|
—
|
|
|
184
|
|
|
6
|
|
|
(1
|
)
|
|
189
|
|
|||||||
Brands
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|
(14
|
)
|
|
—
|
|
|
11
|
|
|||||||
Total
|
175
|
|
|
34
|
|
|
—
|
|
|
209
|
|
|
(8
|
)
|
|
(1
|
)
|
|
200
|
|
|||||||
PBNA (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
9,854
|
|
|
—
|
|
|
(41
|
)
|
|
9,813
|
|
|
66
|
|
|
19
|
|
|
9,898
|
|
|||||||
Reacquired franchise rights
|
7,126
|
|
|
—
|
|
|
(68
|
)
|
|
7,058
|
|
|
—
|
|
|
31
|
|
|
7,089
|
|
|||||||
Acquired franchise rights
|
1,525
|
|
|
—
|
|
|
(15
|
)
|
|
1,510
|
|
|
—
|
|
|
7
|
|
|
1,517
|
|
|||||||
Brands
|
353
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
418
|
|
|
(8
|
)
|
|
763
|
|
|||||||
Total
|
18,858
|
|
|
—
|
|
|
(124
|
)
|
|
18,734
|
|
|
484
|
|
|
49
|
|
|
19,267
|
|
|||||||
LatAm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
555
|
|
|
—
|
|
|
(46
|
)
|
|
509
|
|
|
—
|
|
|
(8
|
)
|
|
501
|
|
|||||||
Brands
|
141
|
|
|
—
|
|
|
(14
|
)
|
|
127
|
|
|
—
|
|
|
(2
|
)
|
|
125
|
|
|||||||
Total
|
696
|
|
|
—
|
|
|
(60
|
)
|
|
636
|
|
|
—
|
|
|
(10
|
)
|
|
626
|
|
|||||||
Europe (b) (c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
3,202
|
|
|
526
|
|
|
(367
|
)
|
|
3,361
|
|
|
440
|
|
|
160
|
|
|
3,961
|
|
|||||||
Reacquired franchise rights
|
549
|
|
|
(1
|
)
|
|
(51
|
)
|
|
497
|
|
|
—
|
|
|
8
|
|
|
505
|
|
|||||||
Acquired franchise rights
|
195
|
|
|
(25
|
)
|
|
(9
|
)
|
|
161
|
|
|
—
|
|
|
(4
|
)
|
|
157
|
|
|||||||
Brands
|
2,545
|
|
|
1,993
|
|
|
(350
|
)
|
|
4,188
|
|
|
(139
|
)
|
|
132
|
|
|
4,181
|
|
|||||||
Total
|
6,491
|
|
|
2,493
|
|
|
(777
|
)
|
|
8,207
|
|
|
301
|
|
|
296
|
|
|
8,804
|
|
|||||||
AMESA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
437
|
|
|
—
|
|
|
—
|
|
|
437
|
|
|
11
|
|
|
(2
|
)
|
|
446
|
|
|||||||
Total
|
437
|
|
|
—
|
|
|
—
|
|
|
437
|
|
|
11
|
|
|
(2
|
)
|
|
446
|
|
|||||||
APAC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill
|
241
|
|
|
—
|
|
|
(34
|
)
|
|
207
|
|
|
—
|
|
|
—
|
|
|
207
|
|
|||||||
Brands
|
111
|
|
|
—
|
|
|
(10
|
)
|
|
101
|
|
|
—
|
|
|
(1
|
)
|
|
100
|
|
|||||||
Total
|
352
|
|
|
—
|
|
|
(44
|
)
|
|
308
|
|
|
—
|
|
|
(1
|
)
|
|
307
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total goodwill
|
14,744
|
|
|
563
|
|
|
(499
|
)
|
|
14,808
|
|
|
520
|
|
|
173
|
|
|
15,501
|
|
|||||||
Total reacquired franchise rights
|
7,675
|
|
|
(1
|
)
|
|
(119
|
)
|
|
7,555
|
|
|
—
|
|
|
39
|
|
|
7,594
|
|
|||||||
Total acquired franchise rights
|
1,720
|
|
|
(25
|
)
|
|
(24
|
)
|
|
1,671
|
|
|
—
|
|
|
3
|
|
|
1,674
|
|
|||||||
Total brands
|
3,175
|
|
|
2,156
|
|
|
(376
|
)
|
|
4,955
|
|
|
265
|
|
|
122
|
|
|
5,342
|
|
|||||||
Total
|
$
|
27,314
|
|
|
$
|
2,693
|
|
|
$
|
(1,018
|
)
|
|
$
|
28,989
|
|
|
$
|
785
|
|
|
$
|
337
|
|
|
$
|
30,111
|
|
(a)
|
The change in acquisitions/(divestitures) in 2019 is primarily related to our acquisition of CytoSport Inc.
|
(b)
|
The change in acquisitions/(divestitures) in 2019 and 2018 is primarily related to our acquisition of SodaStream. See Note 14 for further information.
|
(c)
|
The change in translation and other in 2019 primarily reflects the appreciation of the Russian ruble. The change in translation and other in 2018 primarily reflects the depreciation of the Russian ruble, euro and Pound sterling.
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
United States
|
|
$
|
4,123
|
|
|
$
|
3,864
|
|
|
$
|
3,452
|
|
Foreign
|
|
5,189
|
|
|
5,325
|
|
|
6,150
|
|
|||
|
|
$
|
9,312
|
|
|
$
|
9,189
|
|
|
$
|
9,602
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
||||
Current:
|
U.S. Federal
|
$
|
652
|
|
|
$
|
437
|
|
|
$
|
4,925
|
|
|
Foreign
|
807
|
|
|
378
|
|
|
724
|
|
|||
|
State
|
196
|
|
|
63
|
|
|
136
|
|
|||
|
|
1,655
|
|
|
878
|
|
|
5,785
|
|
|||
Deferred:
|
U.S. Federal
|
325
|
|
|
140
|
|
|
(1,159
|
)
|
|||
|
Foreign
|
(31
|
)
|
|
(4,379
|
)
|
|
(9
|
)
|
|||
|
State
|
10
|
|
|
(9
|
)
|
|
77
|
|
|||
|
|
304
|
|
|
(4,248
|
)
|
|
(1,091
|
)
|
|||
|
|
$
|
1,959
|
|
|
$
|
(3,370
|
)
|
|
$
|
4,694
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
U.S. Federal statutory tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
|
State income tax, net of U.S. Federal tax benefit
|
1.6
|
|
|
0.5
|
|
|
0.9
|
|
|
Lower taxes on foreign results
|
(0.9
|
)
|
|
(2.2
|
)
|
|
(9.4
|
)
|
|
One-time mandatory transition tax - TCJ Act
|
(0.1
|
)
|
|
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
|
)
|
|
(0.6
|
)
|
|
(3.1
|
)
|
|
Annual tax rate
|
21.0
|
%
|
|
(36.7
|
)%
|
|
48.9
|
%
|
|
2019
|
|
|
2018
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Debt guarantee of wholly-owned subsidiary
|
$
|
578
|
|
|
$
|
578
|
|
Property, plant and equipment
|
1,583
|
|
|
1,303
|
|
||
Recapture of net operating losses
|
335
|
|
|
414
|
|
||
Right-of-use assets
|
345
|
|
|
—
|
|
||
Other
|
167
|
|
|
71
|
|
||
Gross deferred tax liabilities
|
3,008
|
|
|
2,366
|
|
||
Deferred tax assets
|
|
|
|
||||
Net carryforwards
|
4,168
|
|
|
4,353
|
|
||
Intangible assets other than nondeductible goodwill
|
793
|
|
|
985
|
|
||
Share-based compensation
|
94
|
|
|
106
|
|
||
Retiree medical benefits
|
154
|
|
|
167
|
|
||
Other employee-related benefits
|
350
|
|
|
303
|
|
||
Pension benefits
|
104
|
|
|
221
|
|
||
Deductible state tax and interest benefits
|
126
|
|
|
110
|
|
||
Lease liabilities
|
345
|
|
|
—
|
|
||
Other
|
741
|
|
|
739
|
|
||
Gross deferred tax assets
|
6,875
|
|
|
6,984
|
|
||
Valuation allowances
|
(3,599
|
)
|
|
(3,753
|
)
|
||
Deferred tax assets, net
|
3,276
|
|
|
3,231
|
|
||
Net deferred tax assets
|
$
|
(268
|
)
|
|
$
|
(865
|
)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Balance, beginning of year
|
$
|
3,753
|
|
|
$
|
1,163
|
|
|
$
|
1,110
|
|
Provision
|
(124
|
)
|
|
2,639
|
|
|
33
|
|
|||
Other (deductions)/additions
|
(30
|
)
|
|
(49
|
)
|
|
20
|
|
|||
Balance, end of year
|
$
|
3,599
|
|
|
$
|
3,753
|
|
|
$
|
1,163
|
|
Jurisdiction
|
|
Years Open to Audit
|
|
Years Currently Under Audit
|
United States
|
|
2014-2018
|
|
2014-2016
|
Mexico
|
|
2017-2018
|
|
None
|
United Kingdom
|
|
2017-2018
|
|
2017
|
Canada (Domestic)
|
|
2015-2018
|
|
2015-2016
|
Canada (International)
|
|
2010-2018
|
|
2010-2016
|
Russia
|
|
2016-2018
|
|
None
|
|
2019
|
|
|
2018
|
|
||
Balance, beginning of year
|
$
|
1,440
|
|
|
$
|
2,212
|
|
Additions for tax positions related to the current year
|
179
|
|
|
142
|
|
||
Additions for tax positions from prior years
|
93
|
|
|
197
|
|
||
Reductions for tax positions from prior years
|
(201
|
)
|
|
(822
|
)
|
||
Settlement payments
|
(74
|
)
|
|
(233
|
)
|
||
Statutes of limitations expiration
|
(47
|
)
|
|
(42
|
)
|
||
Translation and other
|
5
|
|
|
(14
|
)
|
||
Balance, end of year
|
$
|
1,395
|
|
|
$
|
1,440
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|||
Share-based compensation expense - equity awards
|
$
|
237
|
|
|
$
|
256
|
|
|
$
|
292
|
|
|
Share-based compensation expense - liability awards
|
8
|
|
|
20
|
|
|
13
|
|
|
|||
Restructuring charges
|
(2
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
|||
Total (a)
|
$
|
243
|
|
|
$
|
270
|
|
|
$
|
303
|
|
|
Income tax benefits recognized in earnings related to share-based compensation
|
$
|
39
|
|
|
$
|
45
|
|
|
$
|
89
|
|
(b)
|
Excess tax benefits related to share-based compensation
|
$
|
50
|
|
|
$
|
48
|
|
|
$
|
115
|
|
|
(a)
|
Primarily recorded in selling, general and administrative expenses.
|
(b)
|
Reflects tax rates effective for the 2017 tax year.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Expected life
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
Risk-free interest rate
|
2.4
|
%
|
|
2.6
|
%
|
|
2.0
|
%
|
Expected volatility
|
14
|
%
|
|
12
|
%
|
|
11
|
%
|
Expected dividend yield
|
3.1
|
%
|
|
2.7
|
%
|
|
2.7
|
%
|
|
Options(a)
|
|
Weighted-Average Exercise
Price
|
|
Weighted-Average Contractual
Life Remaining
(years)
|
|
Aggregate Intrinsic
Value(b)
|
|||||
Outstanding at December 29, 2018
|
15,589
|
|
|
$
|
79.94
|
|
|
|
|
|
||
Granted
|
1,286
|
|
|
$
|
118.33
|
|
|
|
|
|
||
Exercised
|
(4,882
|
)
|
|
$
|
67.34
|
|
|
|
|
|
||
Forfeited/expired
|
(368
|
)
|
|
$
|
94.30
|
|
|
|
|
|
||
Outstanding at December 28, 2019
|
11,625
|
|
|
$
|
89.03
|
|
|
4.68
|
|
$
|
563,942
|
|
Exercisable at December 28, 2019
|
7,972
|
|
|
$
|
78.27
|
|
|
3.13
|
|
$
|
472,512
|
|
Expected to vest as of December 28, 2019
|
3,364
|
|
|
$
|
112.25
|
|
|
8.04
|
|
$
|
85,066
|
|
(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 29, 2018
|
7,175
|
|
|
$
|
105.13
|
|
|
|
|
|
||
Granted (b)
|
2,754
|
|
|
$
|
116.87
|
|
|
|
|
|
||
Converted
|
(2,642
|
)
|
|
$
|
99.35
|
|
|
|
|
|
||
Forfeited
|
(852
|
)
|
|
$
|
111.11
|
|
|
|
|
|
||
Actual performance change (c)
|
(55
|
)
|
|
$
|
108.32
|
|
|
|
|
|
||
Outstanding at December 28, 2019 (d)
|
6,380
|
|
|
$
|
111.53
|
|
|
1.22
|
|
$
|
877,487
|
|
Expected to vest as of December 28, 2019
|
5,876
|
|
|
$
|
111.32
|
|
|
1.19
|
|
$
|
808,220
|
|
(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 28, 2019, at the threshold, target and maximum award levels were zero, 0.7 million and 1.3 million, respectively.
|
|
Long-Term Cash
Award(a)
|
|
Balance Sheet Date Fair Value(a)
|
|
Contractual Life Remaining
(years) |
||||
Outstanding at December 29, 2018
|
$
|
54,710
|
|
|
|
|
|
||
Granted (b)
|
16,112
|
|
|
|
|
|
|||
Vested
|
(15,438
|
)
|
|
|
|
|
|||
Forfeited
|
(9,465
|
)
|
|
|
|
|
|||
Actual performance change (c)
|
(1,695
|
)
|
|
|
|
|
|||
Outstanding at December 28, 2019 (d)
|
$
|
44,224
|
|
|
$
|
45,875
|
|
|
1.10
|
Expected to Vest at December 28, 2019
|
$
|
42,998
|
|
|
$
|
44,557
|
|
|
1.10
|
(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 28, 2019, at the threshold, target and maximum award levels were zero, 28.5 million and 57.1 million, respectively.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Stock Options
|
|
|
|
|
|
||||||
Total number of options granted (a)
|
1,286
|
|
|
1,429
|
|
|
1,481
|
|
|||
Weighted-average grant-date fair value of options granted
|
$
|
10.89
|
|
|
$
|
9.80
|
|
|
$
|
8.25
|
|
Total intrinsic value of options exercised (a)
|
$
|
275,745
|
|
|
$
|
224,663
|
|
|
$
|
327,860
|
|
Total grant-date fair value of options vested (a)
|
$
|
9,838
|
|
|
$
|
15,506
|
|
|
$
|
23,122
|
|
RSUs/PSUs
|
|
|
|
|
|
||||||
Total number of RSUs/PSUs granted (a)
|
2,754
|
|
|
2,634
|
|
|
2,824
|
|
|||
Weighted-average grant-date fair value of RSUs/PSUs granted
|
$
|
116.87
|
|
|
$
|
108.75
|
|
|
$
|
109.92
|
|
Total intrinsic value of RSUs/PSUs converted (a)
|
$
|
333,951
|
|
|
$
|
260,287
|
|
|
$
|
380,269
|
|
Total grant-date fair value of RSUs/PSUs vested (a)
|
$
|
275,234
|
|
|
$
|
232,141
|
|
|
$
|
264,923
|
|
PEPunits
|
|
|
|
|
|
||||||
Total intrinsic value of PEPunits converted (a)
|
$
|
—
|
|
|
$
|
30,147
|
|
|
$
|
39,782
|
|
Total grant-date fair value of PEPunits vested (a)
|
$
|
—
|
|
|
$
|
9,430
|
|
|
$
|
18,833
|
|
(a)
|
In thousands.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
||||||||||||||||
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||||
Change in projected benefit liability
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liability at beginning of year
|
$
|
13,807
|
|
|
$
|
14,777
|
|
|
$
|
3,098
|
|
|
$
|
3,490
|
|
|
$
|
996
|
|
|
$
|
1,187
|
|
Service cost
|
381
|
|
|
431
|
|
|
73
|
|
|
92
|
|
|
23
|
|
|
32
|
|
||||||
Interest cost
|
543
|
|
|
482
|
|
|
97
|
|
|
93
|
|
|
36
|
|
|
34
|
|
||||||
Plan amendments
|
15
|
|
|
83
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Experience loss/(gain)
|
2,091
|
|
|
(972
|
)
|
|
515
|
|
|
(230
|
)
|
|
36
|
|
|
(147
|
)
|
||||||
Benefit payments
|
(341
|
)
|
|
(956
|
)
|
|
(100
|
)
|
|
(114
|
)
|
|
(105
|
)
|
|
(108
|
)
|
||||||
Settlement/curtailment
|
(1,268
|
)
|
|
(74
|
)
|
|
(31
|
)
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
2
|
|
|
36
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||||
Other, including foreign currency adjustment
|
—
|
|
|
—
|
|
|
98
|
|
|
(204
|
)
|
|
2
|
|
|
(3
|
)
|
||||||
Liability at end of year
|
$
|
15,230
|
|
|
$
|
13,807
|
|
|
$
|
3,753
|
|
|
$
|
3,098
|
|
|
$
|
988
|
|
|
$
|
996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at beginning of year
|
$
|
12,258
|
|
|
$
|
12,582
|
|
|
$
|
3,090
|
|
|
$
|
3,460
|
|
|
$
|
285
|
|
|
$
|
321
|
|
Actual return on plan assets
|
3,101
|
|
|
(789
|
)
|
|
551
|
|
|
(136
|
)
|
|
78
|
|
|
(21
|
)
|
||||||
Employer contributions/funding
|
550
|
|
|
1,495
|
|
|
122
|
|
|
120
|
|
|
44
|
|
|
93
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
(341
|
)
|
|
(956
|
)
|
|
(100
|
)
|
|
(114
|
)
|
|
(105
|
)
|
|
(108
|
)
|
||||||
Settlement
|
(1,266
|
)
|
|
(74
|
)
|
|
(31
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, including foreign currency adjustment
|
—
|
|
|
—
|
|
|
98
|
|
|
(210
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value at end of year
|
$
|
14,302
|
|
|
$
|
12,258
|
|
|
$
|
3,732
|
|
|
$
|
3,090
|
|
|
$
|
302
|
|
|
$
|
285
|
|
Funded status
|
$
|
(928
|
)
|
|
$
|
(1,549
|
)
|
|
$
|
(21
|
)
|
|
$
|
(8
|
)
|
|
$
|
(686
|
)
|
|
$
|
(711
|
)
|
•
|
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
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||||||||
Service cost
|
$
|
381
|
|
|
$
|
431
|
|
|
$
|
401
|
|
|
$
|
73
|
|
|
$
|
92
|
|
|
$
|
91
|
|
|
$
|
23
|
|
|
$
|
32
|
|
|
$
|
28
|
|
Other pension and retiree medical benefits expense/(income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Interest cost
|
$
|
543
|
|
|
$
|
482
|
|
|
$
|
468
|
|
|
$
|
97
|
|
|
$
|
93
|
|
|
$
|
89
|
|
|
$
|
36
|
|
|
$
|
34
|
|
|
$
|
36
|
|
Expected return on plan assets
|
(892
|
)
|
|
(943
|
)
|
|
(849
|
)
|
|
(188
|
)
|
|
(197
|
)
|
|
(176
|
)
|
|
(18
|
)
|
|
(19
|
)
|
|
(22
|
)
|
|||||||||
Amortization of prior service cost/(credits)
|
10
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(20
|
)
|
|
(25
|
)
|
|||||||||
Amortization of net losses/(gains)
|
161
|
|
|
179
|
|
|
123
|
|
|
32
|
|
|
45
|
|
|
53
|
|
|
(27
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|||||||||
Settlement/curtailment losses (a)
|
296
|
|
|
8
|
|
|
8
|
|
|
12
|
|
|
6
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Special termination benefits
|
1
|
|
|
36
|
|
|
60
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||||||
Total other pension and retiree medical benefits expense/(income)
|
$
|
119
|
|
|
$
|
(235
|
)
|
|
$
|
(189
|
)
|
|
$
|
(47
|
)
|
|
$
|
(51
|
)
|
|
$
|
(23
|
)
|
|
$
|
(28
|
)
|
|
$
|
(12
|
)
|
|
$
|
(21
|
)
|
Total
|
$
|
500
|
|
|
$
|
196
|
|
|
$
|
212
|
|
|
$
|
26
|
|
|
$
|
41
|
|
|
$
|
68
|
|
|
$
|
(5
|
)
|
|
$
|
20
|
|
|
$
|
7
|
|
(a)
|
In 2019, U.S. includes settlement charges related to the purchase of a group annuity contract of $220 million and a pension lump sum settlement charge of $53 million.
|
|
Pension
|
|
Retiree Medical
|
|||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
|
|
|||||||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Liability discount rate
|
3.3
|
%
|
|
4.4
|
%
|
|
3.7
|
%
|
|
2.5
|
%
|
|
3.4
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|
4.2
|
%
|
|
3.5
|
%
|
Service cost discount rate
|
4.4
|
%
|
|
3.8
|
%
|
|
4.5
|
%
|
|
4.2
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
|
4.3
|
%
|
|
3.6
|
%
|
|
4.0
|
%
|
Interest cost discount rate
|
4.1
|
%
|
|
3.4
|
%
|
|
3.7
|
%
|
|
3.2
|
%
|
|
2.8
|
%
|
|
2.8
|
%
|
|
3.8
|
%
|
|
3.0
|
%
|
|
3.2
|
%
|
Expected return on plan assets
|
7.1
|
%
|
|
7.2
|
%
|
|
7.5
|
%
|
|
5.8
|
%
|
|
6.0
|
%
|
|
6.0
|
%
|
|
6.6
|
%
|
|
6.5
|
%
|
|
7.5
|
%
|
Liability rate of salary increases
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.3
|
%
|
|
3.7
|
%
|
|
3.7
|
%
|
|
|
|
|
|
|
|||
Expense rate of salary increases
|
3.1
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.7
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
|
|
|
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
2023
|
|
|
2024
|
|
|
2025 - 2029
|
|
||||||
Pension
|
$
|
945
|
|
|
$
|
915
|
|
|
$
|
900
|
|
|
$
|
930
|
|
|
$
|
970
|
|
|
$
|
5,275
|
|
Retiree medical (a)
|
$
|
100
|
|
|
$
|
95
|
|
|
$
|
95
|
|
|
$
|
90
|
|
|
$
|
85
|
|
|
$
|
355
|
|
(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 2020 through 2024 and approximately $4 million in total for 2025 through 2029.
|
|
Pension
|
|
Retiree Medical
|
||||||||||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
||||||
Discretionary (a)
|
$
|
417
|
|
|
$
|
1,417
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
—
|
|
Non-discretionary
|
255
|
|
|
198
|
|
|
158
|
|
|
44
|
|
|
56
|
|
|
56
|
|
||||||
Total
|
$
|
672
|
|
|
$
|
1,615
|
|
|
$
|
164
|
|
|
$
|
44
|
|
|
$
|
93
|
|
|
$
|
56
|
|
(a)
|
Includes $400 million contribution in 2019 and $1.4 billion contribution in 2018 to fund Plan A in the United States.
|
|
2020
|
|
|
2019
|
|
Fixed income
|
50
|
%
|
|
47
|
%
|
U.S. equity
|
25
|
%
|
|
29
|
%
|
International equity
|
21
|
%
|
|
20
|
%
|
Real estate
|
4
|
%
|
|
4
|
%
|
|
2019
|
|
2018
|
||||||||||||||||
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|
Total
|
||||||||||
U.S. plan assets (a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities, including preferred stock (b)
|
$
|
6,605
|
|
|
$
|
6,605
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,605
|
|
Government securities (c)
|
2,154
|
|
|
—
|
|
|
2,154
|
|
|
—
|
|
|
1,674
|
|
|||||
Corporate bonds (c)
|
4,737
|
|
|
—
|
|
|
4,737
|
|
|
—
|
|
|
4,145
|
|
|||||
Mortgage-backed securities (c)
|
159
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
212
|
|
|||||
Contracts with insurance companies (d)
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||
Cash and cash equivalents
|
275
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|||||
Sub-total U.S. plan assets
|
13,939
|
|
|
$
|
6,880
|
|
|
$
|
7,050
|
|
|
$
|
9
|
|
|
11,860
|
|
||
Real estate commingled funds measured at net asset value (e)
|
605
|
|
|
|
|
|
|
|
|
618
|
|
||||||||
Dividends and interest receivable, net of payables
|
60
|
|
|
|
|
|
|
|
|
65
|
|
||||||||
Total U.S. plan assets
|
$
|
14,604
|
|
|
|
|
|
|
|
|
$
|
12,543
|
|
||||||
International plan assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities (b)
|
$
|
1,973
|
|
|
$
|
1,941
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
1,651
|
|
Government securities (c)
|
524
|
|
|
—
|
|
|
524
|
|
|
—
|
|
|
433
|
|
|||||
Corporate bonds (c)
|
585
|
|
|
—
|
|
|
585
|
|
|
—
|
|
|
478
|
|
|||||
Fixed income commingled funds (f)
|
384
|
|
|
384
|
|
|
—
|
|
|
—
|
|
|
356
|
|
|||||
Contracts with insurance companies (d)
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
36
|
|
|||||
Cash and cash equivalents
|
24
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||
Sub-total international plan assets
|
3,532
|
|
|
$
|
2,349
|
|
|
$
|
1,141
|
|
|
$
|
42
|
|
|
2,981
|
|
||
Real estate commingled funds measured at net asset value (e)
|
193
|
|
|
|
|
|
|
|
|
102
|
|
||||||||
Dividends and interest receivable
|
7
|
|
|
|
|
|
|
|
|
7
|
|
||||||||
Total international plan assets
|
$
|
3,732
|
|
|
|
|
|
|
|
|
$
|
3,090
|
|
(a)
|
2019 and 2018 amounts include $302 million and $285 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 commingled funds are based on the published price of the fund and the U.S. commingled funds include one large-cap fund that represents 16% and 15% of total U.S. plan assets for 2019 and 2018, respectively. 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% of total U.S. plan assets for both 2019 and 2018.
|
(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 28, 2019 and December 29, 2018.
|
(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 published price of the fund.
|
|
2020
|
|
2019
|
||
Average increase assumed
|
6
|
%
|
|
6
|
%
|
Ultimate projected increase
|
5
|
%
|
|
5
|
%
|
Year of ultimate projected increase
|
2039
|
|
|
2039
|
|
|
2019(a)
|
|
|
2018(a)
|
|
||
Short-term debt obligations (b)
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
2,848
|
|
|
$
|
3,953
|
|
Other borrowings (6.4% and 6.0%)
|
72
|
|
|
73
|
|
||
|
$
|
2,920
|
|
|
$
|
4,026
|
|
Long-term debt obligations (b)
|
|
|
|
||||
Notes due 2019 (3.1%)
|
—
|
|
|
3,948
|
|
||
Notes due 2020 (2.7% and 3.9%)
|
2,840
|
|
|
3,784
|
|
||
Notes due 2021 (2.4% and 3.1%)
|
3,276
|
|
|
3,257
|
|
||
Notes due 2022 (2.7% and 2.8%)
|
3,831
|
|
|
3,802
|
|
||
Notes due 2023 (2.8% and 2.9%)
|
1,272
|
|
|
1,270
|
|
||
Notes due 2024 (3.4% and 3.2%)
|
1,839
|
|
|
1,816
|
|
||
Notes due 2025-2049 (3.4% and 3.7%)
|
18,910
|
|
|
14,345
|
|
||
Other, due 2019-2026 (1.3% and 1.3%)
|
28
|
|
|
26
|
|
||
|
31,996
|
|
|
32,248
|
|
||
Less: current maturities of long-term debt obligations
|
(2,848
|
)
|
|
(3,953
|
)
|
||
Total
|
$
|
29,148
|
|
|
$
|
28,295
|
|
(a)
|
Amounts are shown net of unamortized net discounts of $163 million and $119 million for 2019 and 2018, 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 further information regarding our interest rate derivative instruments.
|
Interest Rate
|
|
|
Maturity Date
|
|
Amount(a)
|
|
|
|
0.750
|
%
|
|
March 2027
|
|
€
|
500
|
|
(b)
|
1.125
|
%
|
|
March 2031
|
|
€
|
500
|
|
(b)
|
2.625
|
%
|
|
July 2029
|
|
$
|
1,000
|
|
|
3.375
|
%
|
|
July 2049
|
|
$
|
1,000
|
|
|
0.875
|
%
|
|
October 2039
|
|
€
|
500
|
|
(b)
|
2.875
|
%
|
|
October 2049
|
|
$
|
1,000
|
|
|
(a)
|
Represents gross proceeds from issuances of long-term debt excluding debt issuance costs, discounts and premiums.
|
(b)
|
These notes, issued in euros, were designated as net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries.
|
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 Exchanged
|
|||
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.
|
|
|
|
2019
|
|
2018
|
||||||||||||
|
Fair Value Hierarchy Levels(a)
|
|
Assets(a)
|
|
Liabilities(a)
|
|
Assets(a)
|
|
Liabilities(a)
|
||||||||
Available-for-sale debt securities (b)
|
2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,658
|
|
|
$
|
—
|
|
Short-term investments (c)
|
1
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
196
|
|
|
$
|
—
|
|
Prepaid forward contracts (d)
|
2
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Deferred compensation (e)
|
2
|
|
$
|
—
|
|
|
$
|
468
|
|
|
$
|
—
|
|
|
$
|
450
|
|
Derivatives designated as fair value hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate (f)
|
2
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
108
|
|
Derivatives designated as cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange (g)
|
2
|
|
$
|
5
|
|
|
$
|
32
|
|
|
$
|
44
|
|
|
$
|
14
|
|
Interest rate (g)
|
2
|
|
—
|
|
|
390
|
|
|
—
|
|
|
323
|
|
||||
Commodity (h)
|
1
|
|
2
|
|
|
5
|
|
|
—
|
|
|
1
|
|
||||
Commodity (i)
|
2
|
|
2
|
|
|
5
|
|
|
—
|
|
|
3
|
|
||||
|
|
|
$
|
9
|
|
|
$
|
432
|
|
|
$
|
44
|
|
|
$
|
341
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange (g)
|
2
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
10
|
|
Commodity (h)
|
1
|
|
23
|
|
|
7
|
|
|
2
|
|
|
17
|
|
||||
Commodity (i)
|
2
|
|
6
|
|
|
24
|
|
|
5
|
|
|
92
|
|
||||
|
|
|
$
|
32
|
|
|
$
|
33
|
|
|
$
|
10
|
|
|
$
|
119
|
|
Total derivatives at fair value (j)
|
|
|
$
|
41
|
|
|
$
|
470
|
|
|
$
|
55
|
|
|
$
|
568
|
|
Total
|
|
|
$
|
287
|
|
|
$
|
938
|
|
|
$
|
3,931
|
|
|
$
|
1,018
|
|
(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. The decrease in available-for-sale debt securities was due to maturities and sales during the current year.
|
(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. As of December 28, 2019 and December 29, 2018, the carrying amount of hedged fixed-rate debt was $2.2 billion and $7.7 billion, respectively, and classified on our balance sheet within short-term and long-term debt obligations. As of December 28, 2019, the cumulative amount of fair value hedging adjustments to hedged fixed-rate debt was $5 million. As of December 28, 2019, the cumulative amount of fair value hedging adjustments on discontinued hedges was a $49 million loss, which is being amortized over the remaining life of the related debt obligations.
|
(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 28, 2019 and December 29, 2018 were not material. Collateral received or posted against our asset or liability positions is classified as restricted cash. See Note 15 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)
|
||||||||||||||||||
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|||||||
Foreign exchange
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
$
|
57
|
|
|
$
|
(52
|
)
|
|
$
|
3
|
|
|
$
|
(8
|
)
|
Interest rate
|
(64
|
)
|
|
53
|
|
|
67
|
|
|
110
|
|
|
7
|
|
|
119
|
|
||||||
Commodity
|
(17
|
)
|
|
117
|
|
|
7
|
|
|
3
|
|
|
4
|
|
|
—
|
|
||||||
Net investment
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(82
|
)
|
|
$
|
179
|
|
|
$
|
101
|
|
|
$
|
(16
|
)
|
|
$
|
14
|
|
|
$
|
111
|
|
(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.
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Income
|
|
Shares(a)
|
|
Income
|
|
Shares(a)
|
|
Income
|
|
Shares(a)
|
|||||||||
Net income attributable to PepsiCo
|
$
|
7,314
|
|
|
|
|
$
|
12,515
|
|
|
|
|
$
|
4,857
|
|
|
|
|||
Preferred stock:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Redemption premium (b)
|
—
|
|
|
|
|
(2
|
)
|
|
|
|
(4
|
)
|
|
|
||||||
Net income available for PepsiCo common shareholders
|
$
|
7,314
|
|
|
1,399
|
|
|
$
|
12,513
|
|
|
1,415
|
|
|
$
|
4,853
|
|
|
1,425
|
|
Basic net income attributable to PepsiCo per common share
|
$
|
5.23
|
|
|
|
|
$
|
8.84
|
|
|
|
|
$
|
3.40
|
|
|
|
|||
Net income available for PepsiCo common shareholders
|
$
|
7,314
|
|
|
1,399
|
|
|
$
|
12,513
|
|
|
1,415
|
|
|
$
|
4,853
|
|
|
1,425
|
|
Dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock options, RSUs, PSUs, PEPunits and Other (c)
|
—
|
|
|
8
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
12
|
|
|||
Employee stock ownership plan (ESOP) convertible preferred stock
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|||
Diluted
|
$
|
7,314
|
|
|
1,407
|
|
|
$
|
12,515
|
|
|
1,425
|
|
|
$
|
4,857
|
|
|
1,438
|
|
Diluted net income attributable to PepsiCo per common share
|
$
|
5.20
|
|
|
|
|
$
|
8.78
|
|
|
|
|
$
|
3.38
|
|
|
|
(a)
|
Weighted-average common shares outstanding (in millions).
|
(b)
|
See Note 11 for further information.
|
(c)
|
The dilutive effect of these securities is calculated using the treasury stock method.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Out-of-the-money options (a)
|
0.3
|
|
|
0.7
|
|
|
0.4
|
|
|||
Average exercise price per option
|
$
|
117.55
|
|
|
$
|
109.83
|
|
|
$
|
110.12
|
|
(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 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
|
)
|
||||||
Other comprehensive (loss)/income before reclassifications (d)
|
636
|
|
|
(131
|
)
|
|
(89
|
)
|
|
(2
|
)
|
|
—
|
|
|
414
|
|
||||||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
14
|
|
|
468
|
|
|
—
|
|
|
—
|
|
|
482
|
|
||||||
Net other comprehensive (loss)/income
|
636
|
|
|
(117
|
)
|
|
379
|
|
|
(2
|
)
|
|
—
|
|
|
896
|
|
||||||
Tax amounts
|
(8
|
)
|
|
27
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(77
|
)
|
||||||
Balance as of December 28, 2019 (a)
|
$
|
(11,290
|
)
|
|
$
|
(3
|
)
|
|
$
|
(2,988
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
(14,300
|
)
|
(a)
|
Pension and retiree medical amounts are net of taxes of $1,280 million as of December 31, 2016, $1,338 million as of December 30, 2017, $1,466 million as of December 29, 2018 and $1,370 million as of December 28, 2019.
|
(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.
|
(d)
|
Currency translation adjustment primarily reflects the appreciation of the Russian ruble, Canadian dollar, Mexican peso and Pound sterling.
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in the Income Statement
|
||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|||
Currency translation:
|
|
|
|
|
|
|
|
||||||
Divestitures
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
Net revenue
|
Foreign exchange contracts
|
2
|
|
|
(7
|
)
|
|
10
|
|
|
Cost of sales
|
|||
Interest rate derivatives
|
7
|
|
|
119
|
|
|
(184
|
)
|
|
Interest expense
|
|||
Commodity contracts
|
3
|
|
|
3
|
|
|
4
|
|
|
Cost of sales
|
|||
Commodity contracts
|
1
|
|
|
(3
|
)
|
|
(1
|
)
|
|
Selling, general and administrative expenses
|
|||
Net losses/(gains) before tax
|
14
|
|
|
111
|
|
|
(171
|
)
|
|
|
|||
Tax amounts
|
(2
|
)
|
|
(27
|
)
|
|
64
|
|
|
|
|||
Net losses/(gains) after tax
|
$
|
12
|
|
|
$
|
84
|
|
|
$
|
(107
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Pension and retiree medical items:
|
|
|
|
|
|
|
|
||||||
Amortization of net prior service credit
|
$
|
(9
|
)
|
|
$
|
(17
|
)
|
|
$
|
(24
|
)
|
|
Other pension and retiree medical benefits (expense)/income
|
Amortization of net losses
|
169
|
|
|
216
|
|
|
167
|
|
|
Other pension and retiree medical benefits (expense)/income
|
|||
Settlement/curtailment losses
|
308
|
|
|
19
|
|
|
15
|
|
|
Other pension and retiree medical benefits (expense)/income
|
|||
Net losses before tax
|
468
|
|
|
218
|
|
|
158
|
|
|
|
|||
Tax amounts
|
(102
|
)
|
|
(45
|
)
|
|
(44
|
)
|
|
|
|||
Net losses after tax
|
$
|
366
|
|
|
$
|
173
|
|
|
$
|
114
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
$
|
378
|
|
|
$
|
301
|
|
|
$
|
(82
|
)
|
|
|
|
2019
|
|
|
Operating lease cost (a)
|
$
|
474
|
|
Variable lease cost (b)
|
$
|
101
|
|
Short-term lease cost (c)
|
$
|
379
|
|
(a)
|
Includes right-of-use asset amortization of $412 million.
|
(b)
|
Primarily related to adjustments for inflation, common-area maintenance and property tax.
|
(c)
|
Not recorded on our balance sheet.
|
|
2019
|
|
|
Operating cash flow information:
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
478
|
|
Non-cash activity:
|
|
||
Right-of-use assets obtained in exchange for lease obligations
|
$
|
479
|
|
|
|
Balance Sheet Classification
|
|
2019
|
|
|
Right-of-use assets
|
|
Other assets
|
|
$
|
1,548
|
|
Current lease liabilities
|
|
Accounts payable and other current liabilities
|
|
$
|
442
|
|
Non-current lease liabilities
|
|
Other liabilities
|
|
$
|
1,118
|
|
|
2019
|
|
Weighted-average remaining lease term
|
6 years
|
|
Weighted-average discount rate
|
4
|
%
|
2020
|
$
|
501
|
|
2021
|
374
|
|
|
2022
|
280
|
|
|
2023
|
183
|
|
|
2024
|
117
|
|
|
2025 and beyond
|
308
|
|
|
Total lease payments
|
1,763
|
|
|
Less: Imputed interest
|
(203
|
)
|
|
Present value of lease liabilities
|
$
|
1,560
|
|
2019
|
$
|
459
|
|
2020
|
406
|
|
|
2021
|
294
|
|
|
2022
|
210
|
|
|
2023
|
161
|
|
|
2024 and beyond
|
310
|
|
|
Total
|
$
|
1,840
|
|
|
2018
|
|
|
2017
|
|
||
Rent expense
|
$
|
771
|
|
|
$
|
742
|
|
Inventories
|
$
|
176
|
|
Property, plant and equipment
|
193
|
|
|
Amortizable intangible assets
|
284
|
|
|
Nonamortizable intangible asset (brand)
|
1,840
|
|
|
Other assets and liabilities
|
210
|
|
|
Net deferred income taxes
|
(303
|
)
|
|
Total identifiable net assets
|
$
|
2,400
|
|
Goodwill
|
943
|
|
|
Total purchase price
|
$
|
3,343
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Accounts and notes receivable
|
|
|
|
|
|
||||||
Trade receivables
|
$
|
6,447
|
|
|
$
|
6,079
|
|
|
|
||
Other receivables
|
1,480
|
|
|
1,164
|
|
|
|
||||
Total
|
7,927
|
|
|
7,243
|
|
|
|
||||
Allowance, beginning of year
|
101
|
|
|
129
|
|
|
$
|
134
|
|
||
Net amounts charged to expense
|
22
|
|
|
16
|
|
|
26
|
|
|||
Deductions (a)
|
(30
|
)
|
|
(33
|
)
|
|
(35
|
)
|
|||
Other (b)
|
12
|
|
|
(11
|
)
|
|
4
|
|
|||
Allowance, end of year
|
105
|
|
|
101
|
|
|
$
|
129
|
|
||
Net receivables
|
$
|
7,822
|
|
|
$
|
7,142
|
|
|
|
||
|
|
|
|
|
|
||||||
Inventories (c)
|
|
|
|
|
|
||||||
Raw materials and packaging
|
$
|
1,395
|
|
|
$
|
1,312
|
|
|
|
||
Work-in-process
|
200
|
|
|
178
|
|
|
|
||||
Finished goods
|
1,743
|
|
|
1,638
|
|
|
|
||||
Total
|
$
|
3,338
|
|
|
$
|
3,128
|
|
|
|
||
|
|
|
|
|
|
||||||
Other assets
|
|
|
|
|
|
||||||
Noncurrent notes and accounts receivable
|
$
|
85
|
|
|
$
|
86
|
|
|
|
||
Deferred marketplace spending
|
147
|
|
|
112
|
|
|
|
||||
Pension plans (d)
|
846
|
|
|
269
|
|
|
|
||||
Right-of-use assets (e)
|
1,548
|
|
|
—
|
|
|
|
||||
Other
|
385
|
|
|
293
|
|
|
|
||||
Total
|
$
|
3,011
|
|
|
$
|
760
|
|
|
|
||
|
|
|
|
|
|
||||||
Accounts payable and other current liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
8,013
|
|
|
$
|
7,213
|
|
|
|
||
Accrued marketplace spending
|
2,765
|
|
|
2,541
|
|
|
|
||||
Accrued compensation and benefits
|
1,835
|
|
|
1,755
|
|
|
|
||||
Dividends payable
|
1,351
|
|
|
1,329
|
|
|
|
||||
SodaStream consideration payable
|
58
|
|
|
1,997
|
|
|
|
||||
Current lease liabilities (e)
|
442
|
|
|
—
|
|
|
|
||||
Other current liabilities
|
3,077
|
|
|
3,277
|
|
|
|
||||
Total
|
$
|
17,541
|
|
|
$
|
18,112
|
|
|
|
(a)
|
Includes accounts written off.
|
(b)
|
Includes adjustments related primarily to currency translation and other adjustments.
|
(c)
|
Approximately 7% and 5% of the inventory cost in 2019 and 2018, respectively, 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 further information.
|
(e)
|
See Note 13 for further information.
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Interest paid (a)
|
$
|
1,076
|
|
|
$
|
1,388
|
|
|
$
|
1,123
|
|
Income taxes paid, net of refunds (b)
|
$
|
2,226
|
|
|
$
|
1,203
|
|
|
$
|
1,962
|
|
(a)
|
In 2018, excludes the premiums paid in accordance with the debt transactions discussed in Note 8.
|
(b)
|
In 2019 and 2018, includes tax payments of $423 million and $115 million, respectively, related to the TCJ Act.
|
|
2019
|
|
|
2018
|
|
||
Cash and cash equivalents
|
$
|
5,509
|
|
|
$
|
8,721
|
|
Restricted cash (a)
|
—
|
|
|
1,997
|
|
||
Restricted cash included in other assets (b)
|
61
|
|
|
51
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
5,570
|
|
|
$
|
10,769
|
|
(a)
|
In 2018, primarily represents consideration held by our paying agent in connection with our acquisition of SodaStream.
|
(b)
|
Primarily relates to collateral posted against our derivative asset or liability positions.
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
||||||||
Net revenue
|
$
|
12,884
|
|
|
$
|
16,449
|
|
|
$
|
17,188
|
|
|
$
|
20,640
|
|
|
$
|
12,562
|
|
|
$
|
16,090
|
|
|
$
|
16,485
|
|
|
$
|
19,524
|
|
Gross profit
|
$
|
7,196
|
|
|
$
|
9,045
|
|
|
$
|
9,494
|
|
|
$
|
11,294
|
|
|
$
|
6,907
|
|
|
$
|
8,827
|
|
|
$
|
8,958
|
|
|
$
|
10,588
|
|
Operating profit
|
$
|
2,008
|
|
|
$
|
2,729
|
|
|
$
|
2,855
|
|
|
$
|
2,699
|
|
|
$
|
1,807
|
|
|
$
|
3,028
|
|
|
$
|
2,844
|
|
|
$
|
2,431
|
|
Mark-to-market net impact (a)
|
$
|
60
|
|
|
$
|
(6
|
)
|
|
$
|
(4
|
)
|
|
$
|
62
|
|
|
$
|
(31
|
)
|
|
$
|
3
|
|
|
$
|
(29
|
)
|
|
$
|
(106
|
)
|
Restructuring and impairment charges (b)
|
$
|
(26
|
)
|
|
$
|
(158
|
)
|
|
$
|
(98
|
)
|
|
$
|
(88
|
)
|
|
$
|
(12
|
)
|
|
$
|
(32
|
)
|
|
$
|
(35
|
)
|
|
$
|
(229
|
)
|
Inventory fair value adjustments and merger and integration charges (c)
|
$
|
(15
|
)
|
|
$
|
(24
|
)
|
|
$
|
(7
|
)
|
|
$
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(75
|
)
|
|||
Pension-related settlement charges (d)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net tax related to the TCJ Act (e)
|
$
|
29
|
|
|
—
|
|
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
(1
|
)
|
|
$
|
(777
|
)
|
|
$
|
(76
|
)
|
|
$
|
882
|
|
||
Gains on sale of assets (f)
|
—
|
|
|
$
|
32
|
|
|
—
|
|
|
$
|
45
|
|
|
$
|
18
|
|
|
$
|
9
|
|
|
$
|
37
|
|
|
$
|
12
|
|
||
Other net tax benefits (g)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
314
|
|
|
$
|
364
|
|
|
$
|
4,386
|
|
|||||
Charges related to cash tender and exchange offers (h)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(253
|
)
|
|||||||
Tax reform bonus (i)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Gains on beverage refranchising (j)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
144
|
|
|
—
|
|
|
$
|
58
|
|
||||||
Provision for/(benefit from) income taxes (e)(f)
|
$
|
446
|
|
|
$
|
524
|
|
|
$
|
559
|
|
|
$
|
430
|
|
|
$
|
304
|
|
|
$
|
1,070
|
|
|
$
|
188
|
|
|
$
|
(4,932
|
)
|
Net income attributable to PepsiCo
|
$
|
1,413
|
|
|
$
|
2,035
|
|
|
$
|
2,100
|
|
|
$
|
1,766
|
|
|
$
|
1,343
|
|
|
$
|
1,820
|
|
|
$
|
2,498
|
|
|
$
|
6,854
|
|
Net income attributable to PepsiCo per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
1.01
|
|
|
$
|
1.45
|
|
|
$
|
1.50
|
|
|
$
|
1.27
|
|
|
$
|
0.94
|
|
|
$
|
1.28
|
|
|
$
|
1.77
|
|
|
$
|
4.86
|
|
Diluted
|
$
|
1.00
|
|
|
$
|
1.44
|
|
|
$
|
1.49
|
|
|
$
|
1.26
|
|
|
$
|
0.94
|
|
|
$
|
1.28
|
|
|
$
|
1.75
|
|
|
$
|
4.83
|
|
Cash dividends declared per common share
|
$
|
0.9275
|
|
|
$
|
0.955
|
|
|
$
|
0.955
|
|
|
$
|
0.955
|
|
|
$
|
0.805
|
|
|
$
|
0.9275
|
|
|
$
|
0.9275
|
|
|
$
|
0.9275
|
|
(a)
|
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses.
|
(b)
|
Expenses related to the 2019 and 2014 Productivity Plans. See Note 3 to our consolidated financial statements for further information.
|
(c)
|
In 2019, inventory fair value adjustments and merger and integration charges primarily related to our acquisition of SodaStream. In 2018, merger and integration charges related to our acquisition of SodaStream. See Note 14 to our consolidated financial statements for further information.
|
(d)
|
In 2019, pension settlement charges of $220 million related to the purchase of a group annuity contract and settlement charges of $53 million related to one-time lump sum payments to certain former employees who had vested benefits, recorded in other pension and retiree medical benefits expense/income. See Note 7 to our consolidated financial statements for further information.
|
(e)
|
Net tax related to the TCJ Act. See Note 5 to our consolidated financial statements for further information.
|
(f)
|
In 2019, gains associated with the sale of assets in the following segments: $31 million in FLNA and $46 million in PBNA. In 2018, gains associated with the sale of assets in the following segments: $64 million in PBNA and $12 million in AMESA.
|
(g)
|
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 for further information.
|
(h)
|
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. See Note 8 to our consolidated financial statements for further information.
|
(i)
|
In 2018, bonus extended to certain U.S. employees related to the TCJ Act in the following segments: $44 million in FLNA, $2 million in QFNA and $41 million in PBNA.
|
(j)
|
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 Europe segment and refranchising a portion of our beverage business in Thailand in the APAC segment, respectively. See Note 14 to our consolidated financial statements for further information.
|
(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 28, 2019, December 29, 2018 and December 30, 2017
|
|
Consolidated Statement of Comprehensive Income – Fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017
|
|
Consolidated Statement of Cash Flows – Fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017
|
|
Consolidated Balance Sheet – December 28, 2019 and December 29, 2018
|
|
Consolidated Statement of Equity – Fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017
|
|
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
|
|
10.3
|
|
10.4
|
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
|
|
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 28, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statements of Equity and (vi) Notes to Consolidated Financial Statements.
|
104
|
The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019, formatted in Inline XBRL and contained in Exhibit 101.
|
*
|
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 13, 2020
|
Ramon L. Laguarta
|
and Chief Executive Officer
|
|
/s/ Hugh F. Johnston
|
Vice Chairman, Executive Vice President
|
February 13, 2020
|
Hugh F. Johnston
|
and Chief Financial Officer
|
|
/s/ Marie T. Gallagher
|
Senior Vice President and Controller
|
February 13, 2020
|
Marie T. Gallagher
|
(Principal Accounting Officer)
|
|
/s/ Shona L. Brown
|
Director
|
February 13, 2020
|
Shona L. Brown
|
|
|
/s/ Cesar Conde
|
Director
|
February 13, 2020
|
Cesar Conde
|
|
|
/s/ Ian M. Cook
|
Director
|
February 13, 2020
|
Ian M. Cook
|
|
|
/s/ Dina Dublon
|
Director
|
February 13, 2020
|
Dina Dublon
|
|
|
/s/ Richard W. Fisher
|
Director
|
February 13, 2020
|
Richard W. Fisher
|
|
|
/s/ Michelle Gass
|
Director
|
February 13, 2020
|
Michelle Gass
|
|
|
/s/ William R. Johnson
|
Director
|
February 13, 2020
|
William R. Johnson
|
|
|
/s/ David C. Page
|
Director
|
February 13, 2020
|
David C. Page
|
|
|
/s/ Robert C. Pohlad
|
Director
|
February 13, 2020
|
Robert C. Pohlad
|
|
|
/s/ Daniel Vasella
|
Director
|
February 13, 2020
|
Daniel Vasella
|
|
|
/s/ Darren Walker
|
Director
|
February 13, 2020
|
Darren Walker
|
|
|
/s/ Alberto Weisser
|
Director
|
February 13, 2020
|
Alberto Weisser
|
|
|
(1)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
(a)
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
(b)
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
(c)
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the
|
(d)
|
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
|
(e)
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
(3)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
(5)
|
to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
|
(6)
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
(7)
|
to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;
|
(8)
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by at least one other paying agent;
|
(9)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(10)
|
to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the notes in the ordinary course of its lending business or (ii) that is neither (A) buying the notes for investment purposes only nor (B) buying the notes for resale to a third-party that either is not a bank or holding the notes for investment purposes only;
|
(11)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantively comparable) and any current or future regulations or official interpretations thereof; or
|
(12)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11).
|
(1)
|
to any tax, assessment or other governmental charge that is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
(a)
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
(b)
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
(c)
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
|
(d)
|
being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the Code or any successor provision; or
|
(e)
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
|
(3)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
(5)
|
to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
|
(6)
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
(7)
|
to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;
|
(8)
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by at least one other paying agent;
|
(9)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(10)
|
to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the notes in the ordinary course of its lending business or (ii) that is neither (A) buying the notes for
|
(11)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
(12)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11).
|
(1)
|
to any tax, assessment or other governmental charge that is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
(a)
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
(b)
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States;
|
(c)
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
|
(d)
|
being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the Code or any successor provision; or
|
(e)
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an
|
(3)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
|
(4)
|
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment;
|
(5)
|
to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
|
(6)
|
to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
|
(7)
|
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by at least one other paying agent;
|
(8)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
|
(9)
|
to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the notes in the ordinary course of its lending business or (ii) that is neither (A) buying the notes for investment purposes only nor (B) buying the notes for resale to a third-party that either is not a bank or holding the notes for investment purposes only;
|
(10)
|
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
|
(11)
|
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).
|
(1)
|
any liens existing prior to the issuance of such notes;
|
(2)
|
any lien on property of or shares of stock of (or other interests in) or debt of any entity existing at the time such entity becomes a restricted subsidiary;
|
(3)
|
any liens on property, shares of stock of (or other interests in) or debt of any entity (a) existing at the time of acquisition of such property or shares (or other interests) (including acquisition through merger or consolidation), (b) to secure the payment of all or any part of the purchase price of such property or shares (or other interests) or construction or improvement of such property or (c) to secure any debt incurred prior to, at the time of, or within 365 days after the later of the acquisition, the completion of construction or the commencement of full operation of such property or within 365 days after the acquisition of such shares (or other interests) for the purpose of financing all or any part of the purchase price of such shares (or other interests) or construction thereon;
|
(4)
|
any liens in favor of us or any of our restricted subsidiaries;
|
(5)
|
any liens in favor of, or required by contracts with, governmental entities; or
|
(6)
|
any extension, renewal, or refunding of liens referred to in any of the preceding clauses (1) through (5).
|
•
|
we will be the surviving corporation or, if not, that the successor will be a corporation that is organized and validly existing under the laws of any state of the United States of America or the District of Columbia and will expressly assume by a supplemental indenture our obligations under the indenture and the notes;
|
•
|
immediately after giving effect to such transaction, no event of default, and no default or other event which, after notice or lapse of time, or both, would become an event of default, will have happened and be continuing; and
|
•
|
we will have delivered to the trustee an opinion of counsel, stating that such consolidation, merger, conveyance or transfer complies with the indenture.
|
•
|
all applicable depreciation, amortization and other valuation reserves;
|
•
|
all current liabilities of ours and our restricted subsidiaries (excluding any intercompany liabilities); and
|
•
|
all goodwill, trade names, trademarks, patents, unamortized debt discount and expenses and other like intangibles, all as set forth on our and our restricted subsidiaries’ latest consolidated balance sheets prepared in accordance with U.S. generally accepted accounting principles.
|
(1)
|
default in paying interest on the notes when it becomes due and the default continues for a period of 30 days or more;
|
(3)
|
default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due, and such default continues for 30 days or more;
|
(4)
|
default in the performance, or breach, of any covenant or warranty of PepsiCo in the indenture (other than defaults specified in clause (1), (2) or (3) above) and the default or breach continues for a period of 90 days or more after we receive written notice from the trustee or we and the trustee receive notice from the holders of at least 51% in aggregate principal amount of the outstanding notes of the series;
|
(5)
|
certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to PepsiCo have occurred; or
|
•
|
evidence a succession to the trustee;
|
•
|
cure ambiguities, defects or inconsistencies;
|
•
|
provide for the assumption of our obligations in the case of a merger or consolidation or transfer of all or substantially all of our assets;
|
•
|
make any change that would provide any additional rights or benefits to the holders of the notes of a series;
|
•
|
add guarantors with respect to the notes of any series;
|
•
|
secure the notes of a series;
|
•
|
establish the form or forms of notes of any series;
|
•
|
maintain the qualification of the indenture under the Trust Indenture Act; or
|
•
|
make any change that does not adversely affect in any material respect the interests of any holder.
|
•
|
reduce the principal amount, interest or premium payable, or extend the fixed maturity, of the notes;
|
•
|
alter or waive the redemption provisions of the notes;
|
•
|
change the currency in which principal, any premium or interest is paid;
|
•
|
reduce the percentage in principal amount outstanding of notes of any series which must consent to an amendment, supplement or waiver or consent to take any action;
|
•
|
impair the right to institute suit for the enforcement of any payment on the notes;
|
•
|
waive a payment default with respect to the notes or any guarantor;
|
•
|
reduce the interest rate or extend the time for payment of interest on the notes;
|
•
|
adversely affect the ranking of the notes of any series; or
|
•
|
release any guarantor from any of its obligations under its guarantee or the indenture, except in compliance with the terms of the indenture.
|
•
|
either:
|
•
|
all the notes of any series issued that have been authenticated and delivered have been delivered to the trustee for cancellation; or
|
•
|
all the notes of any series issued that have not been delivered to the trustee for cancellation have become due and payable, will become due and payable within one year, or are to be called for redemption within one year and we have made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in our name and at our expense, and in each case, we have irrevocably deposited or caused to be deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the series of notes to pay principal, interest and any premium; and
|
•
|
we have paid or caused to be paid all other sums then due and payable under the indenture; and
|
•
|
we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.
|
•
|
the rights of holders of the notes to receive principal, interest and any premium when due;
|
•
|
our obligations with respect to the notes concerning issuing temporary notes, registration of transfer of the notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment for security payments held in trust;
|
•
|
the rights, powers, trusts, duties and immunities of the trustee; and
|
•
|
the defeasance provisions of the indenture.
|
•
|
we must irrevocably have deposited or caused to be deposited with the trustee as trust funds for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the holders of the notes of a series:
|
•
|
money in an amount;
|
•
|
U.S. government obligations (or equivalent government obligations in the case of notes denominated in other than U.S. dollars or a specified currency) that will provide, not later than one day before the due date of any payment, money in an amount; or
|
•
|
a combination of money and U.S. government obligations (or equivalent government obligations, as applicable),
|
•
|
in the case of legal defeasance, we must have delivered to the trustee an opinion of counsel stating that, under then applicable federal income tax law, the holders of the notes of that series will not recognize income, gain or loss for federal income tax purposes as a result of the deposit, defeasance and discharge to be effected and will be subject to the same federal income tax as would be the case if the deposit, defeasance and discharge did not occur;
|
•
|
in the case of covenant defeasance, we must have delivered to the trustee an opinion of counsel to the effect that the holders of the notes of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the deposit and covenant defeasance to be effected and will be subject to the same federal income tax as would be the case if the deposit and covenant defeasance did not occur;
|
•
|
no event of default or default with respect to the outstanding notes of that series has occurred and is continuing at the time of such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being understood that this condition is not deemed satisfied until after the 91st day;
|
•
|
the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all notes of a series were in default within the meaning of such Act;
|
•
|
the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which we are a party;
|
•
|
the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is registered under such Act or exempt from registration; and
|
•
|
we must have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent with respect to the legal defeasance or covenant defeasance have been complied with.
|
(1)
|
the common depositary provides notification that it is unwilling, unable or no longer qualified to continue as depositary for the global notes and a successor is not appointed within 90 days;
|
(2)
|
we in our discretion at any time determine not to have all the notes of any series represented by the global note; or
|
(3)
|
default entitling the holders of the applicable notes of any series to accelerate the maturity thereof has occurred and is continuing.
|
|
|
Page No.
|
|
ARTICLE I.
|
Foreword
|
1
|
|
ARTICLE II.
|
Definitions and Construction
|
4
|
|
2.1
|
Definitions
|
4
|
|
|
Accrued Benefit
|
4
|
|
|
Actuarial Equivalent
|
4
|
|
|
Advance Election
|
8
|
|
|
Annuity
|
8
|
|
|
Annuity Starting Date
|
8
|
|
|
Authorized Leave of Absence
|
9
|
|
|
Cashout Limit
|
9
|
|
|
Code
|
9
|
|
|
Company
|
9
|
|
|
Covered Compensation
|
9
|
|
|
Credited Service
|
9
|
|
|
Disability Retirement Pension
|
9
|
|
|
Early Retirement Pension
|
9
|
|
|
Effective Date
|
9
|
|
|
Eligible Spouse
|
10
|
|
|
Employee
|
10
|
|
|
Employer
|
10
|
|
|
ERISA
|
10
|
|
|
FICA Amount
|
10
|
|
|
409A Program
|
10
|
|
|
Guiding Principles Regarding Benefit Plan Committee Appointments
|
11
|
|
|
Highest Average Monthly Earnings
|
11
|
|
|
Late Retirement Date
|
11
|
|
|
Late Retirement Pension
|
11
|
|
|
Normal Retirement Age
|
11
|
|
|
Normal Retirement Date
|
11
|
|
|
Normal Retirement Pension
|
11
|
|
|
Participant
|
12
|
|
|
PBGC
|
12
|
|
|
PBGC Rate
|
12
|
|
|
Pension
|
12
|
|
|
PEP Election
|
12
|
|
|
PepsiCo Administration Committee or PAC
|
12
|
|
|
PepsiCo Organization
|
13
|
|
|
Plan
|
13
|
|
|
Plan Administrator
|
13
|
|
|
Plan Year
|
14
|
|
|
Post-2004 Participant
|
14
|
|
|
Pre-409A Program
|
14
|
|
|
Pre-Retirement Spouse’s Pension
|
14
|
|
|
Pre-2005 Participant
|
14
|
|
|
Primary Social Security Amount
|
14
|
|
|
Qualified Joint and Survivor Annuity
|
16
|
|
|
Retirement
|
16
|
|
|
Retirement Date
|
17
|
|
|
Retirement Pension
|
17
|
|
|
Salaried Plan
|
17
|
|
|
Section 409A
|
17
|
|
|
Service
|
17
|
|
|
75 Percent Survivor Annuity
|
17
|
|
|
Severance from Service Date
|
18
|
|
|
Single Life Annuity
|
18
|
|
|
Single Lump Sum
|
18
|
|
|
Social Security Act
|
18
|
|
|
Taxable Wage Base
|
18
|
|
|
Vested Pension
|
19
|
|
2.2
|
Construction
|
19
|
|
ARTICLE III.
|
Participation and Service
|
21
|
|
3.1
|
Participation
|
21
|
|
3.2
|
Service
|
21
|
|
3.3
|
Credited Service
|
21
|
|
ARTICLE IV.
|
Requirements for Benefits
|
22
|
|
4.1
|
Normal 409A Retirement Pension
|
22
|
|
4.2
|
Early 409A Retirement Pension
|
22
|
|
4.3
|
Pre-409A Vested Pension
|
23
|
|
4.4
|
Late Pre-409A Retirement Pension
|
23
|
|
4.5
|
Pre-409A Disability Pension
|
23
|
|
4.6
|
Pre-Retirement Spouse’s Pre-409A Pension
|
24
|
|
4.7
|
Vesting
|
25
|
|
4.8
|
Time of Payment
|
26
|
|
4.9
|
Cashout Distributions
|
26
|
|
4.10
|
Reemployment of Certain Participants
|
30
|
|
ARTICLE V.
|
Amount of Retirement Pension
|
32
|
|
5.1
|
Participant’s Pre-409A Pension
|
32
|
|
5.2
|
PEP Guarantee
|
35
|
|
5.3
|
Amount of Pre-Retirement Spouse’s Pre-409A Pension
|
41
|
|
5.4
|
Certain Adjustments
|
44
|
|
5.5
|
Excludable Employment
|
45
|
|
ARTICLE VI.
|
Distribution Options
|
46
|
|
6.1
|
Form and Timing of Distributions
|
46
|
|
6.2
|
Available Forms of Payment
|
49
|
|
6.3
|
Procedures for Elections
|
53
|
|
6.4
|
Special Rules for Survivor Options
|
56
|
|
6.5
|
Designation of Beneficiary
|
57
|
|
6.6
|
Payment of FICA and Related Income Taxes
|
58
|
|
ARTICLE VII.
|
Administration
|
59
|
|
7.1
|
Authority to Administer Plan
|
59
|
|
7.2
|
Facility of Payment
|
59
|
|
7.3
|
Claims Procedure
|
60
|
|
7.4
|
Effect of Specific References
|
62
|
|
7.5
|
Claimant Must Exhaust the Plan’s Claims Procedures Before Filing in Court
|
62
|
|
7.6
|
Limitations on Actions
|
64
|
|
7.7
|
Restriction on Venue
|
65
|
|
ARTICLE VIII.
|
Miscellaneous
|
66
|
|
8.1
|
No Guarantee of Employment
|
66
|
|
8.2
|
Nonalienation of Benefits
|
66
|
|
8.3
|
Unfunded Plan
|
66
|
|
8.4
|
Action by the Company
|
67
|
|
8.5
|
Indemnification
|
67
|
|
8.6
|
Code Section 409A
|
67
|
|
8.7
|
Authorized Transfers
|
67
|
|
ARTICLE IX.
|
Amendment and Termination
|
68
|
|
9.1
|
Continuation of the Plan
|
68
|
|
9.2
|
Amendments
|
68
|
|
9.3
|
Termination
|
69
|
|
ARTICLE X.
|
ERISA Plan Structure
|
70
|
|
ARTICLE XI.
|
Applicable Law
|
72
|
|
APPENDIX
|
Forward
|
73
|
|
|
ARTICLE A Accruals for 1993 and 1994
|
74
|
|
|
ARTICLE B Plan Document Applicable to Pre-2005 Participants
|
77
|
|
|
ARTICLE PFS PFS Special Early Retirement Benefit
|
88
|
|
|
ARTICLE PBG PBG Pre-409A
|
90
|
|
|
ARTICLE I — Foreword
|
91
|
|
|
ARTICLE II — Definitions and Construction
|
92
|
|
|
ARTICLE III — Participation and Service
|
101
|
|
|
ARTICLE IV — Requirements for Benefits
|
102
|
|
|
ARTICLE V — Amount of Retirement Pension
|
108
|
|
|
ARTICLE VI — Distribution Options
|
118
|
|
|
APPENDIX Foreword
|
129
|
|
|
ARTICLE A — 1993 Accruals
|
129
|
|
|
ARTICLE P98 — PepsiCo Special Early Retirement Benefit
|
131
|
|
|
ARTICLE IPO — Transferred and Transition Individuals
|
133
|
|
|
ARTICLE PAC - Guiding Principles Regarding Benefit Plan Committee Appointments
|
135
|
|
Date
|
Mortality Table Factors
|
Interest Rate Factor
|
(a) Annuity Starting Dates on or After 1/1/2019 Except for Inflation Protection
|
The 2019 mortality table*
|
5%
|
(b) Annuity Starting Dates on or After 1/1/2019 for 5% Inflation Protection
|
The 2019 mortality table*
|
4.2%
|
(c) Annuity Starting Dates on or After 1/1/2019 for 7% Inflation Protection
|
The 2019 mortality table*
|
4.6%
|
|
|
Page No.
|
|
ARTICLE I
|
FOREWARD
|
1
|
|
ARTICLE II
|
DEFINITIONS AND CONSTRUCTION
|
3
|
|
2.1
|
Definitions
|
3
|
|
|
Accrued Benefit
|
3
|
|
|
Actuarial Equivalent
|
3
|
|
|
Annuity
|
6
|
|
|
Annuity Starting Date
|
6
|
|
|
Cashout Limit
|
6
|
|
|
Code
|
6
|
|
|
Company
|
6
|
|
|
Covered Compensation
|
6
|
|
|
Credited Service
|
7
|
|
|
Disability Retirement Pension
|
7
|
|
|
Early 409A Retirement Pension
|
7
|
|
|
Elapsed Time Service
|
7
|
|
|
Eligible Domestic Partner
|
7
|
|
|
Eligible Spouse
|
9
|
|
|
Employee
|
9
|
|
|
Employer
|
9
|
|
|
ERISA
|
10
|
|
|
FICA Amount
|
10
|
|
|
409A Program
|
10
|
|
|
Guiding Principles Regarding Benefit Plan Committee Appointments
|
10
|
|
|
Highest Average Monthly Earnings
|
10
|
|
|
Key Employee
|
11
|
|
|
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
|
16
|
|
|
PepsiCo Administration Committee or PAC
|
16
|
|
|
PepsiCo Organization
|
16
|
|
|
Plan
|
17
|
|
|
Plan Administrator
|
17
|
|
|
Plan Year
|
17
|
|
|
Pre-409A Program
|
17
|
|
|
Pre-Retirement Domestic Partner’s Pension
|
17
|
|
|
Pre-Retirement Spouse’s Pension
|
17
|
|
|
Primary Social Security Amount
|
17
|
|
|
Prohibited Misconduct
|
19
|
|
|
Qualified Joint and Survivor Annuity
|
22
|
|
|
Retirement
|
22
|
|
|
Retirement Date
|
22
|
|
|
Retirement Pension
|
23
|
|
|
Salaried Plan
|
23
|
|
|
Section 409A
|
23
|
|
|
Separation from Service
|
23
|
|
|
Service
|
25
|
|
|
Single Life Annuity
|
25
|
|
|
Single Lump Sum
|
25
|
|
|
Social Security Act
|
25
|
|
|
Taxable Wage Base
|
26
|
|
|
Vested Pension
|
26
|
|
2.2
|
Construction
|
26
|
|
ARTICLE III
|
PARTICIPATION AND SERVICE
|
28
|
|
3.1
|
Participation
|
28
|
|
3.2
|
Service
|
28
|
|
3.3
|
Credited Service
|
29
|
|
ARTICLE IV
|
REQUIREMENTS FOR BENEFITS
|
30
|
|
4.1
|
Normal 409A Retirement Pension
|
30
|
|
4.2
|
Early 409A Retirement Pension
|
30
|
|
4.3
|
409A Vested Pension
|
30
|
|
4.4
|
Late 409A Retirement Pension
|
30
|
|
4.5
|
409A Disability Pension
|
31
|
|
4.6
|
Pre-Retirement Spouse’s 409A Pension
|
31
|
|
4.7
|
Vesting
|
33
|
|
4.8
|
Time of Payment
|
33
|
|
4.9
|
Cashout Distributions
|
34
|
|
4.10
|
Reemployment of Certain Participants
|
37
|
|
4.11
|
Forfeiture of Benefits
|
37
|
|
4.12
|
Pre-Retirement Domestic Partner’s 409A Pension
|
38
|
|
ARTICLE V
|
AMOUNT OF RETIREMENT PENSION
|
40
|
|
5.1
|
Participant’s 409A Pension
|
40
|
|
5.2
|
PEP Guarantee
|
42
|
|
5.3
|
Amount of Pre-Retirement Spouse’s 409A Pension
|
48
|
|
5.4
|
Certain Adjustments
|
51
|
|
5.5
|
Excludable Employment
|
53
|
|
5.6
|
Pre-409A Pension
|
53
|
|
5.7
|
Offset
|
53
|
|
5.8
|
Amount of Pre-Retirement Domestic Partner’s Pension
|
54
|
|
ARTICLE VI
|
DISTRIBUTION OF BENEFITS
|
58
|
|
6.1
|
Form and Timing of Distributions
|
58
|
|
6.2
|
Available Forms of Payment
|
61
|
|
6.3
|
Procedures for Elections
|
64
|
|
6.4
|
Special Rules for Survivor Options
|
66
|
|
6.5
|
Designation of Beneficiary
|
68
|
|
6.6
|
Required Delay for Key Employees
|
68
|
|
6.7
|
Payment of FICA and Related Income Taxes
|
70
|
|
ARTICLE VII
|
ADMINISTRATION
|
72
|
|
7.1
|
Authority to Administer Plan
|
72
|
|
7.2
|
Facility of Payment
|
72
|
|
7.3
|
Claims Procedure
|
73
|
|
7.4
|
Effect of Specific References
|
75
|
|
7.5
|
Claimant Must Exhaust the Plan’s Claims Procedures Before Filing in Court
|
75
|
|
7.6
|
Limitations on Actions
|
78
|
|
7.7
|
Restriction on Venue
|
78
|
|
ARTICLE VIII
|
MISCELLANEOUS
|
79
|
|
8.1
|
Nonguarantee of Employment
|
79
|
|
8.2
|
Nonalienation of Benefits
|
79
|
|
8.3
|
Unfunded Plan
|
79
|
|
8.4
|
Action by the Company
|
80
|
|
8.5
|
Indemnification
|
80
|
|
8.6
|
Compliance with Section 409A
|
80
|
|
8.7
|
Section 457A
|
81
|
|
8.8
|
Authorized Transfers
|
82
|
|
ARTICLE IX
|
AMENDMENT AND TERMINATION
|
83
|
|
9.1
|
Continuation of the Plan
|
83
|
|
9.2
|
Amendments
|
83
|
|
9.3
|
Termination
|
83
|
|
9.4
|
Change in Control
|
84
|
|
ARTICLE X
|
ERISA PLAN STRUCTURE
|
85
|
|
ARTICLE XI
|
Applicable Law
|
88
|
|
APPENDIX
|
89
|
|
|
APPENDIX ARTICLE A - Transition Provisions
|
90
|
|
|
APPENDIX ARTICLE B - Computation of Earnings and Service During Certain Severance Windows
|
105
|
|
|
APPENDIX ARTICLE C - International and PIRP Transfer Participants
|
108
|
|
|
APPENDIX ARTICLE D - Band 4 or Higher Rehired Yum Participants
|
116
|
|
|
APPENDIX ARTICLE E - Time and Form of Payment for Benefits Paid During Severance Windows
|
117
|
|
|
APPENDIX ARTICLE F - U.K. Supplementary Appendix Participants with U.S. Service
|
123
|
|
|
APPENDIX ARTICLE G - Delay Election For Certain Pre-2018 Terminees
|
128
|
|
|
APPENDIX ARTICLE H - Definitions of Eligible Domestic Partner Applicable Prior to January 1, 2019
|
130
|
|
|
APPENDIX ARTICLE I - 409A PEP Makeup for Certain Pre-409A Benefits
|
133
|
|
|
APPENDIX ARTICLE PBG
|
138
|
|
|
ARTICLE I TO APPENDIX PBG - HISTORY AND PURPOSE
|
138
|
|
|
ARTICLE II TO APPENDIX PBG - DEFINITIONS AND CONSTRUCTION
|
141
|
|
|
ARTICLE III TO APPENDIX PBG - PARTICIPATION
|
150
|
|
|
ARTICLE IV TO APPENDIX PBG - AMOUNT OF RETIREMENT PENSION
|
151
|
|
|
ARTICLE V TO APPENDIX PBG - DEATH BENEFITS
|
163
|
|
|
ARTICLE VI TO APPENDIX PBG - DISTRIBUTIONS
|
164
|
|
|
APPENDIX TO ARTICLE PBG
|
170
|
|
|
ARTICLE PAC - Guiding Principles Regarding Benefit Plan Committee Appointments
|
175
|
|
Date
|
Mortality Table Factors
|
Interest Rate Factor
|
(a) Annuity Starting Dates from 1/1/2009 until 12/31/2018
|
GAR 94
|
5%
|
(b) Annuity Starting Dates on or After 1/1/2019 Except for Inflation Protection
|
The 2019 mortality table*
|
5%
|
(c) Annuity Starting Dates on or After 1/1/2019 for 5% Inflation Protection
|
The 2019 mortality table*
|
4.2%
|
(d) 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 on
|
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 (e) applies to the definition of Eligible Domestic Partner for the applicable dates covered by this H notwithstanding any provisions in paragraphs (a), (b), (c) or (d) 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.
|
a)
|
Who is paid a Pre-409A Pension that is (i) a “Vested Pension” under the Pre-409A Program, and (ii) paid in the form of an annuity commencing as of a date prior to the Pre-409A Participant’s Normal Retirement Date but as of on or after January 1, 2019;
|
b)
|
Whose Pre-409A Pension annuity under subsection (a) above is reduced for early commencement under the terms of the Pre-409A Program by more than it would be if the early commencement reduction were calculated using the 2019 Salaried Plan Factors; and
|
c)
|
Who otherwise would not have a 409A Pension that is payable effective as of January 1, 2019 or later because, except as provided in this Article, the only PEP Pension to which the individual is entitled is a Pre-409A Pension, or because his otherwise applicable 409A Pension commenced payment as of prior to January 1, 2019.
|
a)
|
The Single Life Annuity that would be payable to the Eligible Person under the Pre-409A Program as of the Eligible Person’s Annuity Starting Date under the Pre-409A Program if the 2019 Salaried Program Factors for early commencement applied in calculating such Single Life Annuity (including with respect to any portion of the Participant’s Pre-409A Pension that is derived from the PEP Guarantee), and
|
b)
|
The Single Life Annuity that is actually applicable to the Eligible Person under the Pre-409A Program as of the Eligible Person’s Annuity Starting Date under the Pre-409A Program, because of the early commencement factors that are actually applicable in calculating such Single Life Annuity (including with respect to any portion of the Participant’s Pre-409A Pension that is derived from the PEP Guarantee).
|
a)
|
The first of the month following the Eligible Person’s Separation from Service,
|
b)
|
December 1, 2019, or
|
c)
|
The first of the month following the Eligible Person’s attainment of age 55 (except that this subsection (c) shall not apply to the extent that the Eligible Person’s benefit is derived from Article PBG of this Appendix).
|
|
|
Page
|
|
ARTICLE I – INTRODUCTION
|
1
|
|
|
ARTICLE II – DEFINITIONS
|
3
|
|
|
2.01
|
ACCOUNT:
|
3
|
|
2.02
|
ACT:
|
3
|
|
2.03
|
BENEFICIARY:
|
3
|
|
2.04
|
CODE:
|
3
|
|
2.05
|
COMPANY:
|
3
|
|
2.06
|
COMPENSATION YEAR:
|
3
|
|
2.07
|
DEFERRAL SUBACCOUNT:
|
4
|
|
2.08
|
DIRECTOR:
|
4
|
|
2.09
|
DIRECTOR COMPENSATION:
|
4
|
|
2.10
|
DISABILITY:
|
5
|
|
2.11
|
DISTRIBUTION VALUATION DATE:
|
5
|
|
2.12
|
ELECTION FORM:
|
5
|
|
2.13
|
ELIGIBLE DIRECTOR:
|
6
|
|
2.14
|
ERISA:
|
6
|
|
2.15
|
FAIR MARKET VALUE:
|
6
|
|
2.16
|
409A PROGRAM:
|
6
|
|
2.17
|
KEY EMPLOYEE:
|
6
|
|
2.18
|
MANDATORY DEFERRAL:
|
7
|
|
2.19
|
PARTICIPANT:
|
7
|
|
2.20
|
PEPSICO ORGANIZATION:
|
7
|
|
2.21
|
PLAN:
|
7
|
|
2.22
|
PLAN ADMINISTRATOR:
|
8
|
|
2.23
|
PLAN YEAR:
|
8
|
|
2.24
|
PRE-409A PROGRAM:
|
8
|
|
2.25
|
RECORDKEEPER:
|
8
|
|
2.26
|
RETAINER COMPENSATION:
|
8
|
|
2.27
|
SECOND LOOK ELECTION:
|
8
|
|
2.28
|
SECTION 409A:
|
8
|
|
2.29
|
SEPARATION FROM SERVICE:
|
9
|
|
2.30
|
SPECIFIC PAYMENT DATE:
|
9
|
|
2.31
|
UNFORESEEABLE EMERGENCY:
|
9
|
|
2.32
|
VALUATION DATE:
|
9
|
|
ARTICLE III – ELIGIBILITY AND PARTICIPATION
|
11
|
|
|
3.01
|
ELIGIBILITY TO PARTICIPATE:
|
11
|
|
3.02
|
TERMINATION OF ELIGIBILITY TO DEFER:
|
11
|
|
3.03
|
TERMINATION OF PARTICIPATION:
|
11
|
|
ARTICLE IV – DEFERRAL OF COMPENSATION
|
12
|
|
|
4.01
|
DEFERRAL ELECTION:
|
12
|
|
4.02
|
TIME AND MANNER OF DEFERRAL ELECTION:
|
13
|
|
4.03
|
PERIOD OF DEFERRAL; FORM OF PAYMENT:
|
15
|
|
4.04
|
SECOND LOOK ELECTION:
|
16
|
|
4.05
|
MANDATORY DEFERRALS:
|
18
|
|
ARTICLE V – INTERESTS OF PARTICIPANTS
|
21
|
|
|
5.01
|
ACCOUNTING FOR PARTICIPANTS’ INTERESTS:
|
21
|
|
5.02
|
PHANTOM INVESTMENT OF ACCOUNT:
|
21
|
|
5.03
|
VESTING OF A PARTICIPANT’S ACCOUNT:
|
24
|
|
5.04
|
PROHIBITED MISCONDUCT:
|
24
|
|
ARTICLE VI – DISTRIBUTIONS
|
25
|
|
|
6.01
|
GENERAL:
|
25
|
|
6.02
|
DISTRIBUTIONS BASED ON A SPECIFIC PAYMENT DATE:
|
26
|
|
6.03
|
DISTRIBUTIONS ON ACCOUNT OF A SEPARATION FROM SERVICE:
|
26
|
|
6.04
|
DISTRIBUTIONS ON ACCOUNT OF DEATH:
|
28
|
|
6.05
|
DISTRIBUTIONS ON ACCOUNT OF DISABILITY:
|
29
|
|
6.06
|
DISTRIBUTIONS ON ACCOUNT OF UNFORESEEABLE EMERGENCY:
|
30
|
|
6.07
|
DISTRIBUTIONS OF MANDATORY DEFERRALS:
|
30
|
|
6.08
|
VALUATION:
|
31
|
|
6.09
|
IMPACT OF SECTION 16 OF THE ACT ON DISTRIBUTIONS:
|
31
|
|
6.10
|
ACTUAL PAYMENT DATE:
|
31
|
|
ARTICLE VII – PLAN ADMINISTRATION
|
32
|
|
|
7.01
|
PLAN ADMINISTRATOR:
|
32
|
|
7.02
|
ACTION:
|
32
|
|
7.03
|
POWERS OF THE PLAN ADMINISTRATOR:
|
32
|
|
7.04
|
COMPENSATION, INDEMNITY AND LIABILITY:
|
33
|
|
7.05
|
WITHHOLDING:
|
33
|
|
7.06
|
SECTION 16 COMPLIANCE:
|
34
|
|
7.07
|
CONFORMANCE WITH SECTION 409A:
|
35
|
|
ARTICLE VIII – CLAIMS PROCEDURE
|
36
|
|
|
8.01
|
CLAIMS FOR BENEFITS:
|
36
|
|
8.02
|
APPEALS OF DENIED CLAIMS:
|
36
|
|
8.03
|
SPECIAL CLAIMS PROCEDURES FOR DISABILITY DETERMINATIONS:
|
36
|
|
ARTICLE IX – AMENDMENT AND TERMINATION
|
37
|
|
|
9.01
|
AMENDMENT OF PLAN:
|
37
|
|
9.02
|
TERMINATION OF PLAN:
|
37
|
|
ARTICLE X – MISCELLANEOUS
|
38
|
|
|
10.01
|
LIMITATION ON PARTICIPANT'S RIGHTS:
|
38
|
|
10.02
|
UNFUNDED OBLIGATION OF THE COMPANY:
|
38
|
|
10.03
|
OTHER PLANS:
|
38
|
|
10.04
|
RECEIPT OR RELEASE:
|
38
|
|
10.05
|
GOVERNING LAW:
|
38
|
|
10.06
|
GENDER, TENSE AND EXAMPLES:
|
39
|
|
10.07
|
SUCCESSORS AND ASSIGNS; NONALIENATION OF BENEFITS:
|
39
|
|
10.08
|
FACILITY OF PAYMENT:
|
39
|
|
ARTICLE XI – AUTHENTICATION
|
40
|
|
|
ARTICLE XII – SIGNATURE
|
41
|
|
|
APPENDIX
|
Appendix
|
|
|
APPENDIX ARTICLE A – TRANSITION PROVISIONS
|
A-1
|
|
I.
|
Cancellation Elections:
|
II.
|
Modifications to Article IV:
|
III.
|
Modifications to Article VI:
|
A
|
For this purpose, Sections 6.01(a)-(f) read as follows:
|
(a)
|
Section 6.02 (Distributions Based on a Specific Payment Date) applies when a Participant has elected to defer until a Specific Payment Date and the Specific Payment Date is reached before the Participant’s (i) Separation from Service (other than for Retirement), (ii) Disability, or (iii) death. However, if such a Participant Separates from Service (other than for Retirement or death) prior to the Specific Payment Date (or prior to processing of the first installment payment due in connection with the Specific Payment Date), Section 6.03 shall apply. If such a Participant dies prior to the Specific Payment Date, Section 6.04 shall apply to the extent it would result in an earlier distribution of all or part of a Participant’s Account. If such a Participant becomes Disabled prior to the Specific Payment Date, Section 6.06 shall apply to the extent it would result in an earlier distribution of all or part of a Participant’s Account.
|
(b)
|
Section 6.03 (Distributions on Account of a Separation from Service) applies (i) when a Participant has elected to defer until a Separation from Service and then the Participant Separates from Service (other than for Retirement or death), or (ii) when applicable under Subsection (a) above).
|
(c)
|
Section 6.04 (Distributions on Account of Death) applies when the Participant dies. If a Participant is entitled to receive or is receiving a distribution under Section 6.02, 6.03 or 6.05 (see below) at the time of his or her death, Section 6.04 shall take precedence over those sections to the extent Section 6.04 would result in an earlier distribution of all or part of a Participant’s Account.
|
(d)
|
Section 6.05 (Distributions on Account of Retirement) applies when a Participant has elected to defer until a Separation from Service and then the Participant Separates from Service on account of his or her Retirement. Subsections (c) and (e) of this Section provide for when Section 6.04 or Section 6.06 take precedence over Section 6.05.
|
(e)
|
Section 6.06 (Distributions on Account of Disability) applies when the Participant becomes Disabled. If a Participant who becomes Disabled dies, Section 6.04 shall take precedence over Section 6.06 to the extent it would result in an earlier distribution of all or part of a Participant’s Account. If a Participant is entitled to receive or is receiving a distribution under Section 6.02, 6.03 or 6.05 at the time of his Disability, Section 6.06 shall take precedence over those sections to the extent Section 6.06 would result in an earlier distribution of all or part of a Participant’s Account.
|
(f)
|
Section 6.07 (Distributions on Account of Unforeseeable Emergency) applies when the Participant incurs an Unforeseeable Emergency prior to when a Participant’s Account is distributed under Sections 6.02 through 6.06. In this case, the provisions of Section 6.07 shall take precedence over Sections 6.02 through 6.06 to the extent Section 6.07 would result in an earlier distribution of all or part of the Participant’s Account.
|
B
|
For this purpose, Section 6.02 reads as follows:
|
(a)
|
If the Participant has not made a valid Second Look Election that includes installment payments, the Deferral Subaccount shall be valued as of the Distribution Valuation Date that corresponds to the Participant’s Specific Payment Date, and the resulting amount shall be paid in a single lump sum.
|
(b)
|
If the Participant has made a valid Second Look Election that includes installment payments, the first installment payment shall be paid (based on the schedule elected in the Participant’s Second Look Election) on the Specific Payment Date. Thereafter, installment payments shall continue in accordance with the schedule elected by the Participant, except as provided in Sections 6.03, 6.04, 6.06 and 6.07 (relating to distributions on account of a Separation from Service, death, Disability and Unforeseeable Emergency). The amount of each installment shall be determined under Section 6.08. Notwithstanding the preceding provisions of this Subsection, if before the date the first installment distribution is processed for payment the Participant Separates from Service other than for Retirement) or the Participant would be entitled to a distribution in accordance with Sections 6.03, 6.04 or 6.06 (relating to a distribution on account of Separation from Service, death or Disability), the Participant’s Deferral Subaccounts that would otherwise be distributed based on such Specific Payment Date shall instead be distributed in accordance with Section 6.04 or 6.05 (relating to distributions on account of death or Disability), whichever applies, but only to the extent it would result in an earlier distribution of the Participant’s Subaccounts in the case of Section 6.04 or 6.06.
|
C
|
For this purpose, Section 6.03 reads as follows:
|
(a)
|
Subject to subsections (b) and (c), a Participant’s total Account balance, shall be distributed in a single lump sum payment on the first day of the first Plan Year after the date of the Participant’ s Separation from Service.
|
(b)
|
If the Participant incurs a Separation from Service after making a valid Second Look Election (and before the first payment has been processed in accordance with such Second Look Election), each Deferral Subaccount to which the Second Look Election applies shall be distributed in a single lump sum payment on the
|
(c)
|
If the Participant is classified as a Key Employee at the time of the Participant’s Separation from Service (or at such other time for determining Key Employee status as may apply under Section 409A), then such Participant’s Account shall not be paid, as a result of the Participant’s Separation from Service, earlier than the date that is at least 6 months after the Participant’s Separation from Service.
|
D
|
For this purpose, a new Section 6.05 reads as follows:
|
(a)
|
If the Participant’s Retirement is prior to the Specific Payment Date that is applicable to a Deferral Subaccount, the Participant’s deferral election pursuant to Sections 4.03 or 4.04 (i.e., time and form of payment) shall continue to be given effect, and the Deferral Subaccounts shall be distributed based upon the provisions of Section 6.02.
|
(b)
|
If the Participant has selected payment of his or her deferral on account of Separation from Service, distribution of the related Deferral Subaccount shall commence on the first day of the first Plan Year after the date of the Participant’s Separation from Service. Such distribution shall be made in a single lump sum payment under Section 4.03. However, if the Participant is classified as a Key Employee at the time of the Participant’s Retirement (or at such other time for determining Key Employee status as may apply under Section 409A), then such Participant’s Account shall not be paid, as a result of the Participant’s Retirement, earlier than the date that is at least 6 months after the Participant’s Retirement.
|
(c)
|
If the Participant is receiving installment payments for one or more Deferral Subaccounts in accordance with Section 6.02 at the time of his or her Retirement, such installment payments shall continue to be paid based upon the Participant’s Second Look Election (but subject to acceleration under Sections 6.04, 6.06 and
|
|
|
Page
|
|
||
ARTICLE I – INTRODUCTION
|
1
|
|
|||
ARTICLE II – DEFINITIONS
|
2
|
|
|||
2.01 ACCOUNT:
|
2
|
|
|||
2.02 ACT:
|
2
|
|
|||
2.03 BASE COMPENSATION:
|
2
|
|
|||
2.04 BENEFICIARY:
|
2
|
|
|||
2.05 BONUS COMPENSATION:
|
3
|
|
|||
2.06 CODE:
|
3
|
|
|||
2.07 COMPANY:
|
3
|
|
|||
2.08 DEFERRAL SUBACCOUNT:
|
3
|
|
|||
2.09 DISABILITY:
|
3
|
|
|||
2.10 DISTRIBUTION VALUATION DATE:
|
3
|
|
|||
2.11 ELECTION FORM:
|
4
|
|
|||
2.12 ELIGIBLE EXECUTIVE:
|
4
|
|
|||
2.13 EMPLOYER:
|
4
|
|
|||
2.14 ERISA:
|
4
|
|
|||
2.15 EXECUTIVE:
|
4
|
|
|||
2.16 409A PROGRAM:
|
5
|
|
|||
2.17 KEY EMPLOYEE:
|
5
|
|
|||
2.18 NAV:
|
6
|
|
|||
2.19 PARTICIPANT:
|
6
|
|
|||
2.20 PEPSICO ORGANIZATION:
|
6
|
|
|||
2.21 PERFORMANCE PERIOD:
|
6
|
|
|||
2.22 PLAN:
|
6
|
|
|||
2.23 PLAN ADMINISTRATOR:
|
6
|
|
|||
2.24 PLAN YEAR:
|
7
|
|
|||
2.25 PRE-409A PROGRAM:
|
7
|
|
|||
2.26 PROHIBITED MISCONDUCT:
|
7
|
|
|||
2.27 RECORDKEEPER:
|
9
|
|
|||
2.28 RETIREMENT:
|
9
|
|
|||
2.29 SECOND LOOK ELECTION:
|
9
|
|
|||
2.30 SECTION 409A:
|
9
|
|
2.31 SEPARATION FROM SERVICE:
|
9
|
|
|||
2.32 SPECIFIC PAYMENT DATE:
|
10
|
|
|||
2.33 UNFORESEEABLE EMERGENCY:
|
10
|
|
|||
2.34 U.S.:
|
10
|
|
|||
2.35 VALUATION DATE:
|
10
|
|
|||
ARTICLE III – ELIGIBILITY AND PARTICIPATION
|
11
|
|
|||
3.01 ELIGIBILITY TO PARTICIPATE:
|
11
|
|
|||
3.02 TERMINATION OF ELIGIBILITY TO DEFER:
|
12
|
|
|||
3.03 TERMINATION OF PARTICIPATION:
|
12
|
|
|||
3.04 ACQUISITIONS AND DIVESTITURES:
|
12
|
|
|||
3.05 SPECIAL RULES FOR CERTAIN EXECUTIVES:
|
13
|
|
|||
ARTICLE IV – DEFERRAL OF COMPENSATION
|
14
|
|
|||
4.01 DEFERRAL ELECTION:
|
14
|
|
|||
4.02 TIME AND MANNER OF DEFERRAL ELECTION:
|
15
|
|
|||
4.03 PERIOD OF DEFERRAL:
|
18
|
|
|||
4.04 FORM OF DEFERRAL PAYOUT:
|
18
|
|
|||
4.05 SECOND LOOK ELECTION:
|
19
|
|
|||
ARTICLE V – INTERESTS OF PARTICIPANTS
|
22
|
|
|||
5.01 ACCOUNTING FOR PARTICIPANTS’ INTERESTS:
|
22
|
|
|||
5.02 INVESTMENT OPTIONS:
|
22
|
|
|||
5.03 METHOD OF ALLOCATION:
|
23
|
|
|||
5.04 VESTING OF A PARTICIPANT’S ACCOUNT:
|
24
|
|
|||
5.05 FORFEITURE OF EARNINGS FOR PROHIBITED MISCONDUCT
|
24
|
|
|||
ARTICLE VI – DISTRIBUTIONS
|
26
|
|
|||
6.01 GENERAL:
|
26
|
|
|||
6.02 DISTRIBUTIONS BASED ON A SPECIFIC PAYMENT DATE:
|
27
|
|
|||
6.03 DISTRIBUTIONS ON ACCOUNT OF A SEPARATION FROM SERVICE:
|
28
|
|
|||
6.04 DISTRIBUTIONS ON ACCOUNT OF DEATH:
|
29
|
|
|||
6.05 DISTRIBUTIONS ON ACCOUNT OF RETIREMENT:
|
30
|
|
|||
6.06 DISTRIBUTIONS ON ACCOUNT OF DISABILITY:
|
31
|
|
|||
6.07 DISTRIBUTIONS ON ACCOUNT OF UNFORESEEABLE EMERGENCY:
|
31
|
|
6.08 VALUATION:
|
32
|
|
|||
6.09 SECTION 162(M) COMPLIANCE:
|
32
|
|
|||
6.10 IMPACT OF SECTION 16 OF THE ACT ON DISTRIBUTIONS:
|
33
|
|
|||
6.11 ACTUAL PAYMENT DATE:
|
33
|
|
|||
ARTICLE VII – PLAN ADMINISTRATION
|
34
|
|
|||
7.01 PLAN ADMINISTRATOR:
|
34
|
|
|||
7.02 ACTION:
|
34
|
|
|||
7.03 POWERS OF THE PLAN ADMINISTRATOR:
|
34
|
|
|||
7.04 COMPENSATION, INDEMNITY AND LIABILITY:
|
35
|
|
|||
7.05 WITHHOLDING:
|
35
|
|
|||
7.06 SECTION 16 COMPLIANCE:
|
36
|
|
|||
7.07 CONFORMANCE WITH SECTION 409A:
|
37
|
|
|||
ARTICLE VIII – CLAIMS PROCEDURE
|
38
|
|
|||
8.01 CLAIMS FOR BENEFITS:
|
38
|
|
|||
8.02 APPEALS OF DENIED CLAIMS:
|
38
|
|
|||
8.03 SPECIAL CLAIMS PROCEDURES FOR DISABILITY DETERMINATIONS:
|
38
|
|
|||
8.04 EFFECT OF SPECIFIC REFERENCES:
|
38
|
|
|||
8.05 CLAIMANT MUST EXHAUST THE PLAN'S CLAIMS PROCEDURES BEFORE FILING IN COURT:
|
39
|
|
|||
8.06 LIMITATIONS ON ACTIONS:
|
39
|
|
|||
8.07 RESTRICTION ON VENUE:
|
40
|
|
|||
ARTICLE IX – AMENDMENT AND TERMINATION
|
42
|
|
|||
9.01 AMENDMENT OF PLAN:
|
42
|
|
|||
9.02 TERMINATION OF PLAN:
|
42
|
|
|||
ARTICLE X – MISCELLANEOUS
|
43
|
|
|||
10.01 LIMITATION ON PARTICIPANT’S RIGHTS:
|
43
|
|
|||
10.02 UNFUNDED OBLIGATION OF INDIVIDUAL EMPLOYER:
|
43
|
|
|||
10.03 OTHER PLANS:
|
43
|
|
|||
10.04 RECEIPT OR RELEASE:
|
43
|
|
|||
10.05 GOVERNING LAW:
|
44
|
|
|||
10.06 ADOPTION OF PLAN BY RELATED EMPLOYERS:
|
44
|
|
|||
10.07 GENDER, TENSE AND EXAMPLES:
|
44
|
|
|||
10.08 SUCCESSORS AND ASSIGNS; NONALIENATION OF BENEFITS:
|
44
|
|
10.09 FACILITY OF PAYMENT:
|
45
|
|
|||
ARTICLE XI – SIGNATURE/AUTHENTICATION
|
46
|
|
|||
APPENDIX
|
Appendix
|
|
|||
APPENDIX ARTICLE A – PARTICIPATING EMPLOYERS
|
A-1
|
|
|||
APPENDIX ARTICLE B – PBG AND PAS EXECUTIVES
|
B-1
|
|
(A)
|
The interpretation of the Plan;
|
(B)
|
The interpretation of any term or condition of the Plan;
|
(1)
|
With respect to the provisions of this Article B applicable to PAS Executives or PAS Businesses, the meaning given to that term under the Agreement and Plan of Merger dated as of August 3, 2009, among PepsiAmericas, Inc., PepsiCo, Inc., and Pepsi-Cola Metropolitan Bottling Company, Inc.; and
|
(2)
|
With respect to the provisions of this Article B applicable to PBG Executives or PBG Businesses, the meaning given to that term under the Agreement and Plan of Merger dated as of August 3, 2009, among Pepsi Bottling Group, Inc., PepsiCo, Inc., and Pepsi-Cola Metropolitan Bottling Company, Inc.
|
(a)
|
An individual who is hired by a PepsiCo Business after the Effective Time shall be eligible to participate in the Plan upon satisfying the Plan’s eligibility requirements (and shall not be eligible to participate in the non-qualified defined contribution plan of another member of the PepsiCo Organization) unless he was employed by a member of the PepsiCo Organization that is not a PepsiCo Business immediately before such date of hire with a PepsiCo Business. PBG Executives and PAS Executives are ineligible to participate in this Plan, except that an individual who is hired by a PBG Business or PAS Business on or after the Effective Time, and who is an Executive immediately before such date of hire, shall be eligible to continue participating in this Plan for so long as he is continuously employed by a member of the PepsiCo Organization, to the same extent as if he had remained an Executive.
|
(b)
|
Notwithstanding the foregoing, the PBG Executive and PAS Executives are eligible to defer Base Compensation and Bonus Compensation under the Plan, subject to the terms and conditions of the main provisions of the Plan, beginning with Bonus Compensation payable for the Performance Period that relates to the Plan Year that begins on January 1, 2010, and Base Compensation for the Plan Year that begins on January 1, 2011.
|
ARTICLE I – INTRODUCTION
|
1
|
|
|||
ARTICLE II – DEFINITIONS
|
3
|
|
|||
2.1 Account
|
3
|
|
|||
2.2 Base Compensation
|
3
|
|
|||
2.3 Beneficiary
|
3
|
|
|||
2.4 Bonus Compensation
|
3
|
|
|||
2.5 Code
|
4
|
|
|||
2.6 Company
|
4
|
|
|||
2.7 Deferral Subaccount
|
4
|
|
|||
2.8 Disability
|
4
|
|
|||
2.9 Effective Date
|
4
|
|
|||
2.10 Election Form
|
4
|
|
|||
2.11 Employee
|
4
|
|
|||
2.12 Employer
|
4
|
|
|||
2.13 ERISA
|
4
|
|
|||
2.14 Fair Market Value
|
4
|
|
|||
2.15 Participant
|
5
|
|
|||
2.16 Performance Unit Payout
|
5
|
|
|||
2.17 Plan
|
5
|
|
|||
2.18 Plan Administrator
|
5
|
|
|||
2.19 Plan Year
|
5
|
|
|||
2.20 Retirement
|
6
|
|
|||
2.21 Risk of Forfeiture Subaccount
|
6
|
|
|||
2.22 Section 409A
|
6
|
|
|||
2.23 Stock Option Gains
|
6
|
|
|||
2.24 Termination of Employment
|
6
|
|
|||
2.25 Valuation Date
|
7
|
|
ARTICLE III – PARTICIPATION
|
8
|
|
|||
3.1 Eligibility to Participate
|
8
|
|
|||
3.2 Deferral Election
|
8
|
|
|||
3.3 Time and Manner of Deferral Election
|
9
|
|
|||
3.4 Period of Deferral
|
10
|
|
|||
ARTICLE IV – INTERESTS OF PARTICIPANTS
|
12
|
|
|||
4.1 Accounting for Participant's Interests
|
12
|
|
|||
4.2 Vesting of a Participant's Account
|
15
|
|
|||
4.3 Risk of Forfeiture Subaccounts
|
15
|
|
|||
4.4 Distribution of a Participant's Account
|
17
|
|
|||
4.5 Acceleration of Payment in Certain Cases
|
19
|
|
|||
ARTICLE V – PLAN ADMINISTRATOR
|
20
|
|
|||
5.1 Plan Administrator
|
20
|
|
|||
5.2 Action
|
20
|
|
|||
5.3 Rights and Duties
|
20
|
|
|||
5.4 Compensation, Indemnity and Liability
|
21
|
|
|||
5.5 Taxes
|
22
|
|
|||
5.6 Section 16 Compliance
|
22
|
|
|||
ARTICLE VI – CLAIMS PROCEDURE
|
24
|
|
|||
6.1 Claims for Benefits
|
24
|
|
|||
6.2 Appeals
|
24
|
|
|||
6.3 Special Procedures for Disability Determinations
|
24
|
|
|||
6.4 Claimant Must Exhaust the Plan's Claims Procedures
Before Filing in Court
|
24
|
|
|||
6.5 Limitations on Actions
|
26
|
|
|||
6.6 Restriction on Venue
|
26
|
|
|||
ARTICLE VII – AMENDMENT AND TERMINATION
|
27
|
|
|||
7.1 Amendments
|
27
|
|
|||
7.2 Termination of Plan
|
27
|
|
|||
ARTICLE VIII – MISCELLANEOUS
|
28
|
|
|||
8.1 Limitation of Participant's Rights
|
28
|
|
|||
8.2 Unfunded Obligation of Individual Employer
|
28
|
|
|||
8.3 Other Plans
|
28
|
|
8.4 Receipt or Release
|
28
|
|
|||
8.5 Governing Law and Compliance
|
28
|
|
|||
8.6 Adoption of Plan by Related Employees
|
29
|
|
|||
8.7 Gender, Tense, Headings and Examples
|
29
|
|
|||
8.8 Successors and Assigns; Nonalienation of Benefits
|
29
|
|
|||
8.9 Facility of Payment
|
29
|
|
|||
8.10 Separate Plans
|
30
|
|
|||
APPENDIX
|
A-1
|
|
|||
Article A: Spinoff of Tricon
|
A-2
|
|
|||
Article B: Initial Public Offering of PBG
|
B-1
|
|
(A)
|
The interpretation of the Plan;
|
(B)
|
The interpretation of any term or condition of the Plan;
|
(C)
|
The interpretation of the Plan (or any of its terms or conditions) in light of applicable law;
|
Entity Name
|
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
|
Asia Bottlers Limited
|
China
|
BAESA Capital Corporation Ltd.
|
Cayman Islands
|
Balmoral Industries LLC
|
United States, Delaware
|
Bare Foods Co.
|
United States, Delaware
|
Barrhead LLC
|
United States, Delaware
|
Beaman Bottling Company
|
United States, Delaware
|
Bebidas Sudamerica S.A.
|
Argentina
|
Beech Limited
|
Cayman Islands
|
Beimiguel Inversiones, S.L.
|
Spain
|
Bell Taco Funding Syndicate
|
Australia
|
Bendler Investments II Ltd
|
United Kingdom
|
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
|
Bluebird Foods Limited
|
New Zealand
|
Bluecan Holdings Unlimited Company
|
Ireland
|
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
|
Bronte Industries, Ltd
|
United Kingdom
|
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
|
ChampBev, Inc.
|
United States, California
|
China Concentrate Holdings (Hong Kong) Limited
|
Hong Kong
|
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 CMC Investment y Compania Limitada
|
Guatemala
|
Comercializadora Nacional SAS Ltda.
|
Colombia
|
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
|
CytoSport Holdings, Inc.
|
United States, Delaware
|
CytoSport, Inc.
|
United States, California
|
Davlyn Realty Corporation
|
United States, Delaware
|
Defosto Holdings Limited
|
Cyprus
|
Desarrollo Inmobiliario Gamesa, S. de R.L. de C.V.
|
Mexico
|
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
|
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
|
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
|
Fairlight International SRL
|
Barbados
|
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
|
Forest Akers Nederland B.V.
|
Netherlands
|
Fovarosi Asvanyviz es Uditoipari Zartkoruen Mukodo Reszvenytarsasag
|
Hungary
|
Freshwater International B.V.
|
Netherlands
|
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 Poland Sp. z o.o.
|
Poland
|
Frito Lay Sp. z o.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
|
Frito-Lay Investments B.V.
|
Netherlands
|
Frito-Lay Manufacturing LLC
|
Russia
|
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
|
Kinvara, LLC
|
United States, Delaware
|
Kungursky Molkombinat, JSC
|
Russia
|
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
|
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
|
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 Luxembourg, S.à r.l
|
Luxembourg
|
PAS Netherlands B.V.
|
Netherlands
|
PBG Canada Holdings II, LLC
|
United States, Delaware
|
PBG Canada Holdings, Inc.
|
United States, Delaware
|
PBG Cyprus Holdings Limited
|
Cyprus
|
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
|
PepsiAmericas Nemzetkozi Szolgaltato Korlatolt Felelossegu Tarsasag
|
Hungary
|
PepsiCo (China) Limited
|
China
|
PepsiCo (Gibraltar) Limited
|
Gibraltar
|
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 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.
|
United States, Delaware
|
PepsiCo Finance (Antilles B) N.V.
|
Curacao
|
PepsiCo Finance (South Africa) (Proprietary) Limited
|
South Africa
|
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 (Sichuan) Co., Ltd.
|
China
|
PepsiCo Foods Group Pty Ltd
|
Australia
|
PepsiCo Foods Nigeria Limited
|
Nigeria
|
PepsiCo Foods Taiwan Co., Ltd.
|
Taiwan
|
PepsiCo Foods Vietnam Company
|
Vietnam
|
PepsiCo Foods, A.I.E.
|
Spain
|
PepsiCo France SNC
|
France
|
PepsiCo Global Business Services India LLP
|
India
|
PepsiCo Global Business Services Poland Sp. z o.o.
|
Poland
|
PepsiCo Global Holdings Limited
|
Bermuda
|
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 Holdings International B.V.
|
Netherlands
|
PepsiCo Group Spotswood Holdings S.C.S.
|
Luxembourg
|
PepsiCo Group, Societe Cooperative
|
Luxembourg
|
PepsiCo Gulf International FZE
|
United Arab Emirates
|
PepsiCo Holding de Espana S.L.
|
Spain
|
PepsiCo Holdings
|
United Kingdom
|
PepsiCo Holdings Hong Kong Limited
|
Hong Kong
|
PepsiCo Holdings Toshkent LLC
|
Uzbekistan
|
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 Hong Kong Limited
|
Hong Kong
|
PepsiCo International Limited
|
United Kingdom
|
PepsiCo International Pte Ltd.
|
Singapore
|
PepsiCo Investments (Europe) I B.V.
|
Netherlands
|
PepsiCo Investments Ltd.
|
Mauritius
|
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 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 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 CZ s.r.o.
|
Czech Republic
|
PepsiCo Services, LLC
|
United States, Delaware
|
PepsiCo Twist B.V.
|
Netherlands
|
PepsiCo UK Pension Plan Trustee Limited
|
United Kingdom
|
PepsiCo Ventures B.V.
|
Netherlands
|
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 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 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 (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 Korea Co., Ltd.
|
Korea, Republic Of
|
Pepsi-Cola Management and Administrative Services, Inc.
|
United States, Delaware
|
Pepsi-Cola Manufacturing (Mediterranean) Limited
|
Bermuda
|
Pepsi-Cola Manufacturing Company Of Uruguay S.R.L.
|
Uruguay
|
Pepsi-Cola Manufacturing International, Limited
|
Bermuda
|
Pepsi-Cola Marketing Corp. Of P.R., Inc.
|
Puerto Rico
|
Pepsi-Cola Mediterranean, Ltd.
|
United States, Wyoming
|
Pepsi-Cola Metropolitan Bottling Company, Inc.
|
United States, New Jersey
|
Pepsi-Cola Mexicana Holdings LLC
|
United States, Delaware
|
Pepsi-Cola Mexicana, S. de R.L. de C.V.
|
Mexico
|
Pepsi-Cola National Marketing, LLC
|
United States, Delaware
|
Pepsi-Cola of Corvallis, Inc.
|
United States, Oregon
|
Pepsi-Cola Operating Company Of Chesapeake And Indianapolis
|
United States, Delaware
|
Pepsi-Cola Panamericana S.R.L.
|
Peru
|
Pepsi-Cola Sales and Distribution, Inc.
|
United States, Delaware
|
Pepsi-Cola Technical Operations, Inc.
|
United States, Delaware
|
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
|
Pipers Crisps Limited
|
United Kingdom
|
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
|
Premier Nutrition Trading L.L.C.
|
United Arab Emirates
|
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
|
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
|
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
|
Reading Industries, Ltd
|
United Kingdom
|
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
|
Sea Eagle International SRL
|
Barbados
|
Seepoint Holdings Ltd.
|
Cyprus
|
Senselet Food Processing PLC
|
Ethiopia
|
Senselet Holding B.V.
|
Netherlands
|
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
|
Snacks Guatemala, Ltd.
|
Bermuda
|
Soda Trend GmbH
|
Germany
|
Soda-Club (CO2) Atlantic GmbH
|
Switzerland
|
Soda-Club (CO2) SA
|
Switzerland
|
Soda-Club CO2 Ltd.
|
British Virgin Islands
|
Soda-Club Switzerland GmbH
|
Switzerland
|
Soda-Club Worldwide B.V.
|
Netherlands
|
SodaStream (CO2) SA
|
Switzerland
|
SodaStream (New Zealand) Ltd.
|
New Zealand
|
SodaStream (SA) (Pty) Ltd.
|
South Africa
|
SodaStream (Switzerland) AG
|
Switzerland
|
SodaStream Australia Pty Ltd
|
Australia
|
SodaStream Canada Ltd.
|
Canada
|
SodaStream Enterprises N.V.
|
Netherlands
|
SodaStream France SAS
|
France
|
SodaStream GmbH
|
Germany
|
SodaStream Industries Ltd.
|
Israel
|
SodaStream International B.V.
|
Netherlands
|
SodaStream International Ltd.
|
Israel
|
SodaStream Israel Ltd.
|
Israel
|
SodaStream K.K.
|
Japan
|
SodaStream Nordics AB
|
Sweden
|
SodaStream Österreich GmbH
|
Austria
|
SodaStream USA, Inc.
|
United States, Delaware
|
South Beach Beverage Company, Inc.
|
United States, Delaware
|
South Properties, Inc.
|
United States, Illinois
|
Springboig Industries, Ltd
|
United Kingdom
|
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
|
Stratosphere Communications Pty Ltd
|
Australia
|
Stratosphere Holdings (2018) Limited
|
New Zealand
|
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 Pepsi Bottling Group (Canada), ULC
|
Canada
|
The Quaker Oats Company
|
United States, New Jersey
|
The Smith's Snackfood Company Pty Limited
|
Australia
|
Thomond Group Holdings Limited
|
Hong Kong
|
Tobago Snack Holdings, LLC
|
United States, Delaware
|
Tropicana Alvalle S.L.
|
Spain
|
Tropicana Beverages Greater China Limited
|
Hong Kong
|
Tropicana Europe N.V.
|
Belgium
|
Tropicana Manufacturing Company, Inc.
|
United States, Delaware
|
Tropicana Products Sales, Inc.
|
United States, Delaware
|
Tropicana Products, Inc.
|
United States, Delaware
|
Tropicana Services, Inc.
|
United States, Florida
|
Tropicana Transportation Corp.
|
United States, Delaware
|
Tropicana United Kingdom Limited
|
United Kingdom
|
Troya-Ultra LLC
|
Russia
|
United Foods Companies Restaurantes S.A.
|
Brazil
|
VentureCo (Israel) Ltd
|
Israel
|
Veurne Snack Foods BVBA
|
Belgium
|
Vitamin Brands Ltd.
|
United Kingdom
|
Walkers Crisps Limited
|
United Kingdom
|
Walkers Group Limited
|
United Kingdom
|
Walkers Snack Foods Limited
|
United Kingdom
|
Walkers Snacks (Distribution) Limited
|
United Kingdom
|
Walkers Snacks Limited
|
United Kingdom
|
Wesellsoda Inversiones, S.L.
|
Spain
|
Whitman Corporation
|
United States, Delaware
|
Whitman Insurance Co. Ltd.
|
United States, Vermont
|
Wimm-Bill-Dann Beverages, JSC
|
Russia
|
Wimm-Bill-Dann Brands Co. Ltd.
|
Russia
|
Wimm-Bill-Dann Central Asia-Almaty, LLP
|
Kazakhstan
|
Wimm-Bill-Dann Foods LLC
|
Russia
|
Wimm-Bill-Dann Georgia Ltd.
|
Georgia
|
Wimm-Bill-Dann JSC
|
Russia
|
Wimm-Bill-Dann Ukraine, PJSC
|
Ukraine
|
•
|
PepsiCo Automatic Shelf Registration Statement, 333-234767
|
•
|
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 Savings Plan, 333-76204, 333-76196, 333-150867 and 333-150868
|
•
|
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
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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
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(i)
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Automatic Shelf Registration Statement No. 333-234767 relating to the offer and sale of PepsiCo Common Stock, Debt Securities, Warrants and Units, the 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;
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(ii)
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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;
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(iii)
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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;
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(iv)
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Registration Statements No. 33-29037, 33-35602, 33-42058, 33-51496, 33-54731, 33-42121, 33-50685, 33-66150 and 333-109513 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo SharePower Stock Option Plan;
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(v)
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Registration Statements No. 2-82645, 33-51514, 33-60965 and 333-89265 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo Long-Term Savings Program or the PepsiCo 401(k) Plan; Registration Statement No. 333-65992 relating to the offer and sale of PepsiCo Common Stock under the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates (Teamster Local Union #173), the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates; Registration Statement No. 333-66634 relating to the offer and sale of PepsiCo Common Stock under The Quaker 401(k) Plan for Salaried Employees and The Quaker 401(k) Plan for Hourly Employees; Registration Statements Numbers 333-76196, 333-76204, 333-150867 and 333-150868 each relating to the offer and sale of PepsiCo Common Stock under The PepsiCo Savings Plans;
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(vi)
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Registration Statements No. 33-61731, 333-09363 and 333-109514 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo, Inc. 1995 Stock Option Incentive Plan; Registration Statement No. 33-54733 relating to the offer and sale of PepsiCo Common Stock
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(vii)
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Registration Statements No. 33-22970 and 333-110030 relating to the offer and sale of PepsiCo Common Stock under PepsiCo’s Director Stock Plan and resales of such shares by Directors of PepsiCo;
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(viii)
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Registration Statement No. 333-162261 relating to the issuance of shares of PepsiCo Common Stock to stockholders of The Pepsi Bottling Group, Inc. pursuant to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PBG and Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”);
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(ix)
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Registration Statement No. 333-162260 relating to the issuance of shares of PepsiCo Common Stock to stockholders of PAS pursuant to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PAS and Metro;
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(x)
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Schedule 13E-3 relating to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PBG and Metro;
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(xi)
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Schedule 13E-3 relating to the Agreement and Plan of Merger dated as of August 3, 2009, as may be amended from time to time, among PepsiCo, PAS and Metro;
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(xii)
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Registration Statement No. 333-87526 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo Share Award Plan;
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(xiii)
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Registration Statement No. 333-165106 relating to the offer and sale of PepsiCo Common Stock under the PBG 401(k) Savings Program, the PBG 401(k) Program, the PepsiAmericas, Inc. Salaried 401(k) Plan and the PepsiAmericas, Inc. Hourly 401(k) Plan;
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(xiv)
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Registration Statement No. 333-165107 relating to the offer and sale of PepsiCo Common Stock under the PBG 2004 Long Term Incentive Plan, the PBG 2002 Long Term Incentive Plan, the PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, the PBG Directors’ Stock Plan, the PBG Stock Incentive Plan and the PepsiAmericas, Inc. 2000 Stock Incentive Plan;
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(xv)
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Registration Statement No. 333-165176 relating to the offer and sale of PepsiCo Common Stock under the PepsiAmericas, Inc. 2000 Stock Incentive Plan;
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(xvi)
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Registration Statement No. 333-165177 relating to the offer and sale of PepsiCo Common Stock under the PBG 2004 Long Term Incentive Plan, the PBG 2002 Long Term Incentive
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(xvii)
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the Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and all other applications, reports, registrations, information, documents and instruments filed or required to be filed by PepsiCo with the Securities and Exchange Commission (the “SEC”), including, but not limited to the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or any amendment or supplement thereto, any stock exchanges or any governmental official or agency in connection with the listing, registration or approval of PepsiCo Common Stock, PepsiCo debt securities or warrants, other securities or PepsiCo guarantees of its subsidiaries’ or third party debt securities or warrants, or the offer and sale thereof, or in order to meet PepsiCo’s reporting requirements to such entities or persons;
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PepsiCo, Inc.
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February 13, 2020
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By:
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/s/ Ramon L. Laguarta
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Ramon L. Laguarta
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Chairman of the Board of Directors and
Chief Executive Officer
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/s/ Ramon L. Laguarta
Ramon L. Laguarta
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Chairman of the Board of Directors and Chief Executive Officer
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February 13, 2020
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/s/ Hugh F. Johnston
Hugh F. Johnston
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Vice Chairman,
Executive Vice President and Chief Financial Officer
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February 13, 2020
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/s/ Marie T. Gallagher
Marie T. Gallagher
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Senior Vice President and Controller (Principal Accounting Officer)
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February 13, 2020
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/s/ Shona L. Brown
Shona L. Brown
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Director
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February 13, 2020
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/s/ Cesar Conde
Cesar Conde
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Director
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February 13, 2020
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/s/ Ian M. Cook
Ian M. Cook
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Director
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February 13, 2020
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/s/ Dina Dublon
Dina Dublon
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Director
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February 13, 2020
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/s/ Richard W. Fisher
Richard W. Fisher
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Director
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February 13, 2020
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/s/ Michelle Gass
Michelle Gass
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Director
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February 13, 2020
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/s/ William R. Johnson
William R. Johnson
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Director
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February 13, 2020
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/s/ David C. Page
David C. Page
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Director
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February 13, 2020
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/s/ Robert C. Pohlad
Robert C. Pohlad
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Director
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February 13, 2020
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/s/ Daniel Vasella
Daniel Vasella
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Director
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February 13, 2020
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/s/ Darren Walker
Darren Walker
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Director
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February 13, 2020
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/s/ Alberto Weisser
Alberto Weisser
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Director
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February 13, 2020
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1.
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I have reviewed this annual report on Form 10-K of PepsiCo, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 13, 2020
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/s/ Ramon L. Laguarta
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Ramon L. Laguarta
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Chairman of the Board of Directors and
Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of PepsiCo, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 13, 2020
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/s/ Hugh F. Johnston
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Hugh F. Johnston
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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Date: February 13, 2020
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/s/ Ramon L. Laguarta
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Ramon L. Laguarta
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Chairman of the Board of Directors and
Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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Date: February 13, 2020
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/s/ Hugh F. Johnston
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Hugh F. Johnston
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Chief Financial Officer
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