SEC Info - Pepsico Inc - ‘10-K’ for 12/26/09

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Pepsico Inc – ‘10-K’ for 12/26/09 – ‘XML.R21’

On: Monday, 2/22/10, at 4:19pm ET · For: 12/26/09 · Accession #: 1193125-10-36385 · File #: 1-01183

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/10  Pepsico Inc                       10-K       12/26/09   40:6.7M                                   Donnelley … Solutions/FA

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.42M 
 3: EX-14       Worldwide Code of Conduct                           HTML     39K 
 4: EX-21       Subsidiaries of Pepsico, Inc.                       HTML    161K 
 5: EX-23       Consent of Kpmg LLP                                 HTML     24K 
 6: EX-24       Power of Attorney                                   HTML    107K 
 2: EX-12       Computaion of Ratio of Earnings to Fixed Charges    HTML     34K 
 7: EX-31       Certification of Our CEO and CFO Pursuant to        HTML     30K 
                Section 302                                                      
 8: EX-32       Certification of Our CEO and CFO Pursuant to        HTML     18K 
                Section 906                                                      
32: XML         IDEA XML File -- Definitions and References          XML    102K 
37: XML         IDEA XML File -- Filing Summary                      XML     68K 
35: XML.R1      Statement Of Income Alternative                      XML    153K 
36: XML.R2      Statement Of Cash Flows Indirect                     XML    427K 
22: XML.R3      Statement Of Financial Position Classified           XML    261K 
26: XML.R4      Statement Of Financial Position Classified           XML     57K 
                (Parenthetical)                                                  
30: XML.R5      Statement Of Shareholders Equity And Other           XML   1.74M 
                Comprehensive Income                                             
29: XML.R6      Statement Of Shareholders Equity And Other           XML     36K 
                Comprehensive Income (Parenthetical)                             
39: XML.R7      Basis of Presentation and Our Divisions              XML    148K 
18: XML.R8      Our Significant Accounting Policies                  XML     42K 
28: XML.R9      Restructuring and Impairment Charges                 XML     86K 
17: XML.R10     Property, Plant and Equipment and Intangible         XML    128K 
                Assets                                                           
16: XML.R11     Income Taxes                                         XML    118K 
21: XML.R12     Stock-Based Compensation                             XML     68K 
34: XML.R13     Pension, Retiree Medical and Savings Plans           XML    354K 
23: XML.R14     Noncontrolled Bottling Affiliates                    XML     69K 
24: XML.R15     Debt Obligations and Commitments                     XML     67K 
27: XML.R16     Financial Instruments                                XML    147K 
40: XML.R17     Net Income Attributable to PepsiCo per Common        XML     56K 
                Share                                                            
20: XML.R18     Preferred Stock                                      XML     39K 
15: XML.R19     Accumulated Other Comprehensive Loss Attributable    XML     39K 
                to PepsiCo                                                       
25: XML.R20     Supplemental Financial Information                   XML     77K 
33: XML.R21     Acquisition of Common Stock of PBG and PAS           XML     29K 
19: XML.R22     Document Information                                 XML     34K 
31: XML.R23     Entity Information                                   XML    102K 
38: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    128K 
 9: EX-101.INS  XBRL Instance -- pep-20091226                        XML   1.42M 
11: EX-101.CAL  XBRL Calculations -- pep-20091226_cal                XML    150K 
12: EX-101.DEF  XBRL Definitions -- pep-20091226_def                 XML    333K 
13: EX-101.LAB  XBRL Labels -- pep-20091226_lab                      XML    367K 
14: EX-101.PRE  XBRL Presentations -- pep-20091226_pre               XML    401K 
10: EX-101.SCH  XBRL Schema -- pep-20091226                          XSD     63K

‘XML.R21’ — Acquisition of Common Stock of PBG and PAS

This Financial Report is an XBRL XML File.

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<div> Note 15 — Acquisition of Common Stock of PBG and PAS On August 3, 2009, we entered into the PBG Merger Agreement and the PAS Merger Agreement. The PBG Merger Agreement provides that, upon the terms and subject to the conditions set forth in the PBG Merger Agreement, PBG will be merged with and into Metro (the PBG Merger), with Metro continuing as the surviving corporation and our wholly owned subsidiary. At the effective time of the PBG Merger, each share of PBG common stock outstanding immediately prior to the effective time not held by us or any of our subsidiaries will be converted into the right to receive either 0.6432 of a share of PepsiCo common stock or, at the election of the holder, $36.50 in cash, without interest, and in each case subject to proration procedures which provide that we will pay cash for a number of shares equal to 50% of the PBG common stock outstanding immediately prior to the effective time of the PBG Merger not held by us or any of our subsidiaries and issue shares of PepsiCo common stock for the remaining 50% of such shares. Each share of PBG common stock held by PBG as treasury stock, held by us or held by Metro, and each share of PBG Class B common stock held by us or Metro, in each case immediately prior to the effective time of the PBG Merger, will be canceled, and no payment will be made with respect thereto. Each share of PBG common stock and PBG Class B common stock owned by any subsidiary of ours other than Metro immediately prior to the effective time of the PBG Merger will automatically be converted into the right to receive 0.6432 of a share of PepsiCo common stock. The PAS Merger Agreement provides that, upon the terms and subject to the conditions set forth in the PAS Merger Agreement, PAS will be merged with and into Metro (the PAS Merger, and together with the PBG Merger, the Mergers), with Metro continuing as the surviving corporation and our wholly owned subsidiary. At the effective time of the PAS Merger, each share of PAS common stock outstanding immediately prior to the effective time not held by us or any of our subsidiaries will be converted into the right to receive either 0.5022 of a share of PepsiCo common stock or, at the election of the holder, $28.50 in cash, without interest, and in each case subject to proration procedures which provide that we will pay cash for a number of shares equal to 50% of the PAS common stock outstanding immediately prior to the effective time of the PAS Merger not held by us or any of our subsidiaries and issue shares of PepsiCo common stock for the remaining 50% of such shares. Each share of PAS common stock held by PAS as treasury stock, held by us or held by Metro, in each case, immediately prior to the effective time of the PAS Merger, will be canceled, and no payment will be made with respect thereto. Each share of PAS common stock owned by any subsidiary of ours other than Metro immediately prior to the effective time of the PAS Merger will automatically be converted into the right to receive 0.5022 of a share of PepsiCo common stock. On February 17, 2010, the stockholders of PBG and PAS approved the PBG and PAS Mergers, respectively. Consummation of each of the Mergers is subject to various conditions, including the absence of legal prohibitions and the receipt of regulatory approvals. On February 17, 2010, we announced that we had refiled under the HSR Act with respect to the Mergers and signed a Consent Decree proposed by the Staff of the FTC providing for the maintenance of the confidentiality of certain information we will obtain from DPSG in connection with the manufacture and distribution of certain DPSG products after the Mergers are completed. The Consent Decree is subject to review and approval by the Commissioners of the FTC. We hope to consummate the Mergers by the end of February 2010. We currently plan that at the closing of the Mergers we will form a new operating unit. This new operating unit will comprise all current PBG and PAS operations in the United States, Canada and Mexico, and will account for about three-quarters of the volume of PepsiCo’s North American bottling system, with independent franchisees accounting for most of the rest. This new operating unit will be included within the PAB business unit. Current PBG and PAS operations in Europe, including Russia, will be managed by the Europe division when the Mergers are completed. </div>

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<NonNumericTextHeader> Note 15 — Acquisition of Common Stock of PBG and PAS On August 3, 2009, we entered into the PBG Merger Agreement and the PAS Merger </NonNumericTextHeader>

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4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/30/10  SEC                               UPLOAD¶    10/11/17    1:59K  Pepsico Inc.
 6/25/10  SEC                               UPLOAD¶    10/11/17    1:65K  Pepsico Inc.
 5/03/10  SEC                               UPLOAD¶    10/11/17    1:72K  Pepsico Inc.
 4/09/10  SEC                               UPLOAD¶    10/11/17    1:87K  Pepsico Inc.

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Filing Submission 0001193125-10-036385 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pepsico Inc – ‘10-K’ for 12/26/09 – ‘XML.R21’

On: Monday, 2/22/10, at 4:19pm ET · For: 12/26/09 · Accession #: 1193125-10-36385 · File #: 1-01183

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘XML.R21’ — Acquisition of Common Stock of PBG and PAS

This Financial Report is an XBRL XML File.

4 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents