01—Abstract
Summary
Summary of the 10-K/A filed May 29, 2003. Cited figures are marked; the original filing is the authoritative source.
This is Amendment No. 1 (Form 10-K/A) to PepsiCo's annual report for the fiscal year ended December 28, 2002.
It amends only Item 14, Controls and Procedures, and contains no financial statements, segment results, or operating data. The original 10-K was filed March 7, 2003. The signatures and Section 906 certifications are dated May 28, 2003, so the filing date is likely May 28 or 29.
Investors looking for revenue, earnings, cash flow, or balance sheet information should consult the original annual report. The amended Item 14 states that the CEO and CFO evaluated disclosure controls and procedures within 90 days before the filing and concluded they are effective in alerting them on a timely basis to material information. It also states that no significant changes in internal controls occurred after that evaluation.
The amendment was filed alongside Section 906 certifications from Chairman and CEO Steven S. Reinemund and President and CFO Indra K. Nooyi.
These certifications were required under the Sarbanes-Oxley Act of 2002, which had recently taken effect. The cover page shows 1,718,625,330 shares of common stock outstanding as of February 22, 2003, and an aggregate market value of approximately $67.1 billiona held by non-affiliates as of that date.
PepsiCo was classified as an accelerated filer. The governance and compensation information incorporated by reference from the May 7, 2003 proxy statement is also not part of this amendment.
02—Key points
Key Highlights
- The amendment covers only Item 14 (Controls and Procedures) and does not include financial statements or operating results for fiscal 2002.
- The CEO and CFO concluded that PepsiCo's disclosure controls and procedures are effective as of the evaluation date, which was within 90 days before filing.
- Management reported no significant changes in internal controls after the most recent evaluation.
- Section 906 certifications were provided by Chairman and CEO Steven S. Reinemund and President and CFO Indra K. Nooyi, both dated May 28, 2003.
- Shares outstanding were 1,718,625,330 as of February 22, 2003.
- Aggregate market value of common stock held by non-affiliates was approximately $67.1 billion as of February 22, 2003.
- The filer is classified as an accelerated filer, and the original 10-K for fiscal year ended December 28, 2002 was filed March 7, 2003.
03—Questions
Frequently Asked Questions
Does this amendment restate PepsiCo's financial results for 2002?
No. The filing states that it amends only Item 14 and does not reflect events after the original filing date. It contains no restated financial statements or revised figures.
Why was this 10-K/A filed?
The filing does not state a specific reason. It amends Item 14 in its entirety, and the amended text concerns the evaluation of disclosure controls and procedures. The amendment and the certifications suggest the disclosure was revised to meet post-Sarbanes-Oxley reporting requirements, but the filing does not confirm this.
What did management conclude about internal controls?
The CEO and CFO concluded that disclosure controls and procedures are effective in alerting them on a timely basis to material information required in periodic SEC filings. They also reported no significant changes in internal controls or other factors that could significantly affect those controls after the most recent evaluation.
Where can investors find PepsiCo's 2002 financial performance?
The original Form 10-K for the fiscal year ended December 28, 2002, filed March 7, 2003, contains the financial statements, MD&A, and related disclosures. This amendment does not include them.
04—Continue