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

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Pepsico Inc – ‘10-K’ for 12/26/09 – ‘EX-24’

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

‘EX-24’ — Power of Attorney

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Power of Attorney

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that PepsiCo, Inc. (“PepsiCo”) and each other undersigned, an officer or director, or both, of PepsiCo, do hereby appoint Larry D. Thompson and Thomas H. Tamoney, Jr., and each of them severally, its, his or her true and lawful attorney-in-fact to execute on behalf of PepsiCo and the undersigned the following documents and any and all amendments thereto (including post-effective amendments) deemed necessary or appropriate by either such attorney-in-fact:

(i)

Automatic Shelf Registration Statement No. 333-133735 relating to the offer and sale of PepsiCo Common Stock, Debt Securities, Warrants and Units, and 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;

(ii)

Registration Statements No. 33-53232, 33-64243 and 333-102035 relating to the offer and sale of PepsiCo’s Debt Securities, Warrants and Guarantees;

(iii)

Registration Statements No. 33-4635, 33-21607, 33-30372, 33-31844, 33-37271, 33-37978, 33-47314, 33-47527, 333-53436 and 333-56302 all relating to the primary and/or secondary offer and sale of PepsiCo Common Stock issued or exchanged in connection with acquisition transactions;

(iv)

Registration Statements No. 33-29037, 33-35602, 33-42058, 33-51496, 33-54731 33-42121, 33-50685, 33-66150 and 333-109513 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo SharePower Stock Option Plan;

(v)

Registration Statements No. 2-82645, 33-51514, 33-60965 and 333-89265 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo 401(k) Plan or the PepsiCo Long-Term Savings Program; 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 (Teamsters 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 Numbers 333-76196 and 333-150867 each relating to the offer and sale of PepsiCo Common Stock under The PepsiCo 401(k) Plan for Salaried Employees; and Registration Numbers 333-76204 and 333-150868 each relating to the offer and sale of PepsiCo Common Stock under The PepsiCo 401(k) Plan for Hourly Employees;

(vi)

Registration Statements No. 33-61731, 333-09363 and 333-109514 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo, Inc. 1995 Stock Option Incentive Plan; Registration Statement No. 33-54733 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo, Inc. 1994 Long-Term Incentive Plan and resales of such shares by executive officers of PepsiCo;

Registration Statement No. 33-19539 relating to the offer and sale of PepsiCo Common Stock under PepsiCo’s 1987 Incentive Plan and resales of such shares by executive officers of PepsiCo; Registration Statement No. 2-65410 relating to the offer and sale of PepsiCo Common Stock under PepsiCo’s 1979 Incentive Plan and 1972 Performance Share Plan, as amended; Registration Statement No. 333-66632 relating to the offer and sale of PepsiCo Common Stock under 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; Registration Statement No. 333-109509 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo, Inc. 2003 Long-Term Incentive Plan and resales of such shares by executive officers and directors of PepsiCo; Registration Statement No. 333-142811 relating to the offer and sale of PepsiCo Common Stock under the PepsiCo, Inc. Long-Term Incentive Plan;

(vii)

Registration Statements No. 33-22970 and 333-110030 relating to the offer and sale of PepsiCo Common Stock under PepsiCo’s Director Stock Plan and resales of such shares by Directors of PepsiCo;

(viii)

Registration Statement No. 333-87526 relating to the offer and sale of PepsiCo Common Stock under The PepsiCo Share Award Plan;

(ix)

Schedule 13G relating to PepsiCo’s beneficial ownership of Common Stock and Class B Common Stock of The Pepsi Bottling Group, Inc. (“PBG”) and Schedule 13D relating to PepsiCo’s beneficial ownership of Common Stock of PepsiAmericas, Inc. (“PAS”), any amendments to such schedule 13D or Schedule 13G and any schedules to such 13D, 13G or any amendment thereto deemed to be necessary or appropriate by any such attorney-in-fact;

(x)

Registration Statement No. 333-162261 relating to the issuance of shares of PepsiCo Common Stock to stockholders of PBG 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”);

(xi)

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;

(xii)

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;

(xiii)

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;

(xiv)

Registration Statements on Form S-8 and Form S-3 to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale of PepsiCo Common Stock under the PepsiAmericas, Inc. 2000 Stock Incentive Plan, the PepsiAmericas, Inc. Salaried 401(k) Plan, the PepsiAmericas, Inc. Hourly 401(k) Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive Plan, the PBG

2000 Long Term Incentive Plan, the PBG 2002 Long Term Incentive Plan, the PBG 2004 Long-Term Incentive Plan, the PBG Directors’ Stock Plan, the PBG Stock Incentive Plan, the PBG 401(k) Savings Program and the PBG 401(k) Program, each as assumed;

(xv)

Registration Statements on Form S-8 and Form S-3 to be filed with the SEC under the Securities Act relating to deferred compensation obligations under the PBG Executive Income Deferral Program, the PBG Director Deferral Program, the PBG Supplemental Savings Program and the PepsiAmericas, Inc. Executive Deferred Compensation Plan, each as assumed; and

(xvi)

all other applications, reports, registrations, information, documents and instruments filed or required to be filed by PepsiCo with the SEC, including, but not limited to the Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report 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;

and to file the same with the SEC, any stock exchanges or any governmental official or agency, with all exhibits thereto and other documents in connection therewith, and each of such attorneys-in-fact shall have the power to act hereunder with or without the other.

FURTHER, KNOW ALL BY THESE PRESENTS, that each of the undersigned that is an officer or director, or both, of PepsiCo, also hereby constitutes and appoints each of Larry D. Thompson and Thomas H. Tamoney, Jr., and each of them severally, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director or officer, or both, of PepsiCo, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the SEC and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is PepsiCo assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney, insofar as it relates to the undersigned’s obligations to file Forms 3, 4 and 5, shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by PepsiCo, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact; provided that any termination or revocation of this Power of Attorney, insofar as it relates to the undersigned’s obligations to file Forms 3, 4 and 5, shall not affect the delegations of authority by the undersigned pursuant to clauses (i) through (xvi) above.

* * *

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument. This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney.

Anything to the contrary herein notwithstanding, this Power of Attorney DOES NOT grant the attorneys-in-fact authority to spend the undersigned’s money or sell or dispose of the undersigned’s property during the undersigned’s lifetime, except in the case of PepsiCo with respect to such expenditures as are necessary to carry out the intents and purposes hereof.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IN WITNESS WHEREOF, each of the undersigned principals has executed this instrument on the date indicated opposite its, his or her name.

[REMAINDER OF PAGE LEFT BLANK]

Signed and Acknowledged:


PEPSICO, INC.

By:

/s/ *Indra K. Nooyi*		February 22, 2010
Indra K. Nooyi	Chairman of the Board of Directors and Chief Executive Officer


STATE OF NEW YORK		)
		) s.:
COUNTY OF WESTCHESTER		)

On the 22^nd day of February in the year 2010 before me, the undersigned, a Notary Public in and for said State, personally appeared Indra K. Nooyi, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


Signed and Acknowledged:

/s/ *Peter A. Bridgman*		February 22, 2010
PETER A. BRIDGMAN	Senior Vice President and Controller (Principal Accounting Officer)


Signed and Acknowledged:

/s/ *Shona L. Brown*		February 22, 2010
SHONA L. BROWN	Director


Signed and Acknowledged:

/s/ *Ian M. Cook*		February 22, 2010
IAN M. COOK	Director


Signed and Acknowledged:

/s/ *Victor J. Dzau*		February 22, 2010
VICTOR J. DZAU, M.D.	Director


Signed and Acknowledged:

/s/ *Ray L. Hunt*		February 22, 2010
RAY L. HUNT	Director


Signed and Acknowledged:

/s/ *Alberto Ibargüen*		February 22, 2010
ALBERTO IBARGÜEN	Director


Signed and Acknowledged:

/s/ *Arthur C. Martinez*		February 22, 2010
ARTHUR C. MARTINEZ	Director


Signed and Acknowledged:

/s/ *Sharon Percy Rockefeller*		February 22, 2010
SHARON PERCY ROCKEFELLER	Director


Signed and Acknowledged:

/s/ *James J. Schiro*		February 22, 2010
JAMES J. SCHIRO	Director


Signed and Acknowledged:

/s/ *Lloyd G. Trotter*		February 22, 2010
LLOYD G. TROTTER	Director


Signed and Acknowledged:

/s/ *Daniel Vasella*		February 22, 2010
DANIEL VASELLA	Director


Signed and Acknowledged:

/s/ *Larry D. Thompson*		February 22, 2010
LARRY D. THOMPSON	Agent and Attorney-in-Fact


Signed and Acknowledged:

/s/ *Thomas H. Tamoney, Jr.*		February 22, 2010
THOMAS H. TAMONEY, JR.	Agent and Attorney-in-Fact

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/22/10
For Period end:	12/26/09
	8/3/09	8-K
		List all Filings

Pepsico Inc – ‘10-K’ for 12/26/09 – ‘EX-24’

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

‘EX-24’ — Power of Attorney

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

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