PBG » Topics » We may have potential conflicts of interest with PepsiCo, which could result in PepsiCos objectives being favored over our objectives.

These excerpts taken from the PBG 10-K filed Feb 20, 2009.
We may have potential conflicts of interest with PepsiCo, which could result in PepsiCo’s objectives being favored over our objectives.
 
Our past and ongoing relationship with PepsiCo could give rise to conflicts of interests. In addition, two members of our Board of Directors are executive officers of PepsiCo, and one of the three Managing Directors of Bottling LLC, our principal operating subsidiary, is an officer of PepsiCo, a situation which may create conflicts of interest.
 
These potential conflicts include balancing the objectives of increasing sales volume of PepsiCo beverages and maintaining or increasing our profitability. Other possible conflicts could relate to the nature, quality and pricing of services or products provided to us by PepsiCo or by us to PepsiCo.
 
Conflicts could also arise in the context of our potential acquisition of bottling territories and/or assets from PepsiCo or other independent Pepsi bottlers. Under our Master Bottling Agreement with PepsiCo, we must obtain PepsiCo’s approval to acquire any independent Pepsi bottler. PepsiCo has agreed not to withhold approval for any acquisition within agreed-upon U.S. territories if we have successfully negotiated the acquisition and, in PepsiCo’s reasonable judgment, satisfactorily performed our obligations under the Master Bottling Agreement. We have agreed not to attempt to acquire any independent Pepsi bottler outside of those agreed-upon territories without PepsiCo’s prior written approval.

9


Table of Contents

     
PART I (continued)    
     

 
We
may have potential conflicts of interest with PepsiCo, which
could result in PepsiCo’s objectives being favored over our
objectives.



 



Our past and ongoing relationship with PepsiCo could give rise
to conflicts of interests. In addition, two members of our Board
of Directors are executive officers of PepsiCo, and one of the
three Managing Directors of Bottling LLC, our principal
operating subsidiary, is an officer of PepsiCo, a situation
which may create conflicts of interest.


 



These potential conflicts include balancing the objectives of
increasing sales volume of PepsiCo beverages and maintaining or
increasing our profitability. Other possible conflicts could
relate to the nature, quality and pricing of services or
products provided to us by PepsiCo or by us to PepsiCo.


 



Conflicts could also arise in the context of our potential
acquisition of bottling territories
and/or
assets from PepsiCo or other independent Pepsi bottlers. Under
our Master Bottling Agreement with PepsiCo, we must obtain
PepsiCo’s approval to acquire any independent Pepsi
bottler. PepsiCo has agreed not to withhold approval for any
acquisition within
agreed-upon
U.S. territories if we have successfully negotiated the
acquisition and, in PepsiCo’s reasonable judgment,
satisfactorily performed our obligations under the Master
Bottling Agreement. We have agreed not to attempt to acquire any
independent Pepsi bottler outside of those
agreed-upon
territories without PepsiCo’s prior written approval.




9









Table of Contents
























     

PART
I

(continued)


 

 

 

 

 







 




These excerpts taken from the PBG 10-K filed Feb 27, 2008.
We may have potential conflicts of interest with PepsiCo, which could result in PepsiCo’s objectives being favored over our objectives.
 
Our past and ongoing relationship with PepsiCo could give rise to conflicts of interests. In addition, two members of our Board of Directors typically are executive officers of PepsiCo, and one of the three Managing Directors of Bottling LLC, our principal operating subsidiary, is an officer of PepsiCo, a situation which may create conflicts of interest.
 
These potential conflicts include balancing the objectives of increasing sales volume of PepsiCo beverages and maintaining or increasing our profitability. Other possible conflicts could relate to the nature, quality and pricing of services or products provided to us by PepsiCo or by us to PepsiCo.
 
Conflicts could also arise in the context of our potential acquisition of bottling territories and/or assets from PepsiCo or other independent PepsiCo bottlers. Under our Master Bottling Agreement, we must obtain PepsiCo’s approval to acquire any independent PepsiCo bottler. PepsiCo has agreed not to withhold approval for any acquisition within agreed-upon U.S. territories if we have successfully negotiated the acquisition and, in PepsiCo’s reasonable judgment, satisfactorily performed our obligations under the master bottling agreement. We have agreed not to attempt to acquire any independent PepsiCo bottler outside of those agreed-upon territories without PepsiCo’s prior written approval.
 
We
may have potential conflicts of interest with PepsiCo, which
could result in PepsiCo’s objectives being favored over our
objectives.



 



Our past and ongoing relationship with PepsiCo could give rise
to conflicts of interests. In addition, two members of our Board
of Directors typically are executive officers of PepsiCo, and
one of the three Managing Directors of Bottling LLC, our
principal operating subsidiary, is an officer of PepsiCo, a
situation which may create conflicts of interest.


 



These potential conflicts include balancing the objectives of
increasing sales volume of PepsiCo beverages and maintaining or
increasing our profitability. Other possible conflicts could
relate to the nature, quality and pricing of services or
products provided to us by PepsiCo or by us to PepsiCo.


 



Conflicts could also arise in the context of our potential
acquisition of bottling territories
and/or
assets from PepsiCo or other independent PepsiCo bottlers. Under
our Master Bottling Agreement, we must obtain PepsiCo’s
approval to acquire any independent PepsiCo bottler. PepsiCo has
agreed not to withhold approval for any acquisition within
agreed-upon
U.S. territories if we have successfully negotiated the
acquisition and, in PepsiCo’s reasonable judgment,
satisfactorily performed our obligations under the master
bottling agreement. We have agreed not to attempt to acquire any
independent PepsiCo bottler outside of those
agreed-upon
territories without PepsiCo’s prior written approval.


 




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