UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 14, 2008
PepsiCo, Inc.
(Exact Name of Registrant
as Specified in its Charter)
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| North Carolina
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1-1183
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13-1584302 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
700 Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (914) 253-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including the exhibit attached hereto, is being furnished and
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The information in this Item
2.02 shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press
release issued by PepsiCo, Inc. (“PepsiCo”), dated October 14, 2008, reporting PepsiCo’s financial
results for the 12 and 36 weeks ended September 6, 2008.
Item 2.05. Costs Associated with Exit or Disposal Activities.
On October 14, 2008, PepsiCo announced that it had committed to a productivity for growth program
(the “Productivity Program”). The Productivity Program includes actions in all segments of
PepsiCo’s business that PepsiCo believes will simplify the organization for more effective and
timely decision-making; increase cost competitiveness across the supply chain; and upgrade and
streamline the product portfolio. Globally, approximately 3,300 positions will be eliminated in
connection with the Productivity Program, of which about 40 percent relate
to the closing of up to six plants and other capacity rationalization
actions,
which will be announced by the end of the year. As a result of the Productivity Program, PepsiCo
expects to incur a pre-tax charge of approximately $550 million — $600 million in the fourth
quarter of 2008, comprised of approximately $275 million of severance and other employee-related
costs; approximately $200 million for asset impairments
(substantially all non-cash) resulting from plant closures and related
actions; and approximately $100 million for other costs. PepsiCo expects that approximately $325
million — $375 million of this charge will result in cash expenditures during the fourth quarter of
2008 and into 2009. PepsiCo currently expects to complete the Productivity Program during the
first quarter of 2009.
The information in this Item 2.05 contains certain forward-looking statements based on PepsiCo’s
current expectations and projections about future events. These “forward-looking statements” are
based on currently available information, operating plans and projections about future events and
trends. They inherently involve risks and uncertainties that could cause actual results to differ
materially from those predicted in such forward-looking statements. Such risks and uncertainties
include, but are not limited to: changes in demand for PepsiCo’s products, as a result of shifts
in consumer preferences or otherwise; PepsiCo’s ability to maintain its reputation; PepsiCo’s
ability to build and sustain its information technology infrastructure, successfully implement its
business process transformation initiative or outsource certain functions effectively; fluctuations
in the cost and availability of raw materials; PepsiCo’s ability to compete effectively; disruption
of PepsiCo’s supply chain; trade consolidation, the loss of any key customer, or failure to
maintain good relationships with PepsiCo’s bottling partners; changes in the legal or regulatory
environment; PepsiCo’s ability to hire or retain key employees; unfavorable economic, environmental
or political conditions in the countries where PepsiCo operates; market risks arising from changes in commodity prices, foreign exchange rates and
interest rates; and risks that benefits from the Productivity Program may not be achieved or may
take longer to achieve than expected or may cost more than currently anticipated. For additional
information on these and other factors that could cause PepsiCo’s actual results to materially
differ from those set forth herein, please see PepsiCo’s filings with the Securities and Exchange
Commission, including its most recent annual report on Form 10-K and subsequent reports on Forms
10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking
statements, which speak only as of the date they are made. PepsiCo undertakes no obligation to
update any forward-looking statements, whether as a result of new information, future events or
otherwise.
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Item 2.06.
Material Impairments.
The
information set forth above in Item 2.05 of this Current Report on
Form 8-K is hereby incorporated by reference into this Item 2.06.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 |
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Press Release issued by PepsiCo, Inc., dated October 14, 2008. |
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