Conducting Business with Integrity

Conflicts of Interest

All PBG employees, directors, and officers have an obligation to act in the best interest of the Company at all times. There should never be a conflict or an appearance of a conflict between your personal interests – or those of your family – and the Company’s interests.

A “conflict of interest” occurs when your private interest interferes in any way, or even appears to interfere, with the interest of the Company. A conflict of interest can arise when you or a member of your family has an interest or investment that makes it difficult for you to do your job objectively, fairly, and effectively.

Following are a few scenarios that may lead to a conflict of interest or the appearance of a conflict:

Owning an interest (other than an interest through a publicly traded mutual fund) in, rendering services, or working for any company or person that is a customer, supplier, or competitor of PBG.
Performing work or service for another company that interferes with your responsibilities to PBG.
Requesting a gift, loan, or favor (such as discounts or other benefits) from an existing or potential customer or supplier.
Providing or accepting a gift, which is of more than nominal value and does not serve a business purpose, to or from an existing or potential customer or supplier.
Using PBG’s confidential information for your own benefit or the benefit of others.
Competing with PBG for the purchase or sale of property, services, or other interests.
Benefiting from a business venture or opportunity that is related to PBG’s business and that you learn of or develop in the course of your employment at, or association with, PBG.
Receiving a loan or guaranty of an obligation as a result of your position with the Company.

If you or a member of your family becomes involved in a business dealing that might create a conflict, you are required to disclose those dealings immediately to your Human Resources Manager or the designated person for your location who, together with the PBG Office of Compliance, will determine whether an actual or potential conflict of interest exists. If it does, you will be advised how to appropriately avoid or resolve the conflict.

Business Gifts, Payments, and Fair Dealing

PBG’s policy is to make business decisions based on merit. Each employee, director, and officer of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public, and one another at all times. You should never offer, give, or receive – directly or indirectly – anything of value to or from a business partner to influence or reward a decision or outcome. Inexpensive promotional items, such as T-shirts and hats, are generally of nominal value and do not violate this policy. However, any gifts of value, such as meals, trips, entertainment, gift cards, or merchandise exceeding a nominal value, are subject to this policy. Because of the appearance of impropriety, you should never give cash to a customer, supplier, or other business partner, regardless of amount.

Generally, you may only give or receive a gift or incentive to or from a business partner if it serves a business purpose and has been approved by your supervisor. It is your responsibility to raise these issues with your supervisor who will determine if the gift or incentive is appropriate. Therefore, prior to accepting or providing a gift or incentive, you should discuss the situation with your supervisor.

Further, when providing a gift or incentive, it is your responsibility to (1) secure authorization from both PBG and your business partner’s manager to give the business gift; (2) ensure that the gift does not violate your business partner’s internal company policies; and (3) verify that the gift does not violate any applicable law.

Also, you should never give any gifts or entertainment, other than promotional items (if permitted under the applicable law), to government officials under any circumstances without prior consent from the Law Department.

International Business Conduct

All PBG employees, directors, and officers must comply with applicable U.S. and non-U.S. laws regarding customs and trade. This means that you must be accurate and truthful in representing international business transactions to customs officials and government agencies.

PBG obeys the laws and regulations of the countries where it operates. We respect the lawful customs of host countries and practice responsible corporate citizenship through local volunteer outreach and financial and product donations.

PBG is committed to complying with the Foreign Corrupt Practices Act (the “FCPA”), which, as summarized below, prohibits the bribing of any foreign official and requires PBG to keep books and records that accurately and fairly reflect all transactions and dispositions of Company assets. The FCPA applies to all employees, directors, officers, and representatives of PBG (such as, for instance, its affiliates and agents). All PBG employees and representatives who deal with foreign suppliers, customers, and business partners of PBG are subject to the FCPA.

The FCPA prohibits giving payments, gifts, or anything of value to foreign officials intended to influence the official’s business decision, to induce such official to use his or her influence with a foreign government, or to otherwise give the Company an unfair business advantage. Foreign officials include government employees, employees of state-owned enterprises, political parties and their officials, and candidates for a political office. The FCPA also prohibits offering or giving anything of value to any entity or person (such as an agent) if any part of the payment will be used for any of the prohibited actions. In addition, the FCPA contains accounting provisions that require companies to keep books, records, and accounts that, in reasonable detail, accurately and fairly reflect transactions and dispositions of Company assets. The FCPA does not apply to facilitating payments to expedite or ensure routine government action.

You should never make a payment or offer or give anything of value, directly or indirectly, to a foreign official or to a consultant or agent in connection with an international business transaction, without first obtaining approval from the Law Department. All payments must be for valid business services and in compliance with the Code, the FCPA, and the applicable local law. The amount of any payment must be reasonably related to the services performed, and the payment and the services must be properly recorded and documented. Under no circumstances should you ever make payments or provide anything of value to foreign officials to encourage or reward them for doing business with PBG. All PBG employees must also be accurate and truthful in representing international business transactions to customs officials and government agencies.

A copy of the complete PBG International Anti-Bribery Compliance Policy can be obtained from the Law Department or the Company’s intranet.

Accuracy of Promotional Statements

Sales and promotional activities should reflect PBG’s integrity and high ethical standards. You should be truthful and accurate in business communications with customers, business partners, and consumers.

Accuracy and Retention of Business Records and Communications

PBG is legally required to maintain records and accounts that accurately and fairly reflect our business. PBG is also required to maintain a system of internal accounting controls.

It is your responsibility to keep appropriate and accurate records of all aspects of PBG’s business, including, for example, purchases of raw materials and concentrate, quality control, inventory loss, and product sales. You should never inaccurately record or alter information, or direct or allow others to do so, under any circumstances. You should never establish or permit to be established any undisclosed or unrecorded corporate funds for any purpose, nor place any Company funds in any personal or non-Company accounts.

Business records should be retained according to the Company’s record retention policies and applicable laws. You must never dispose of records related to current or potential litigation or an investigation (or direct or allow others to do so) until termination of the litigation or investigation and without first contacting the Law Department. Unauthorized destruction of any such documents could result in negative consequences for PBG and the individual involved, including potential civil and/or criminal penalties. For example, under U.S. law, it is illegal to destroy documents knowing that such documents may be relevant to an official proceeding. Destruction of documents under these circumstances is a serious offense punishable by a fine and up to twenty (20) years in prison.

As with all investigations, you are required to cooperate fully with PBG’s internal and external auditors.

Should you have any questions regarding PBG’s Record Retention Policy, contact the Law Department.

Quality of Public Disclosures

The Company provides shareholders with full and accurate information, in all material respects, about the Company’s financial condition and results of operations. Our reports and documents filed with or submitted to the United States Securities and Exchange Commission (“SEC”) and our other public communications shall include full, fair, accurate, timely, and understandable disclosure. The Company has established disclosure controls and procedures to ensure that information necessary to prepare periodic reports to the SEC and other public disclosures is accumulated and made available to senior management on a timely basis. These disclosure controls and procedures are monitored and evaluated by a Disclosure Committee including the General Counsel, the Controller, the Vice President of Investor Relations, and the Vice President of Internal Audit. All employees and officers are required to cooperate fully with the Disclosure Committee and submit any applicable information when requested.

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I have a personal friend who is an electrical contractor. I know my friend does quality work at a fair price. Can I hire my friend to perform electrical work at my facility?

Friends of employees are not prohibited from performing work for the Company, so long as your personal relationship does not enter into the hiring decision. You should remove yourself from the decision making process (i.e., your supervisor should make the ultimate hiring decision) to avoid any appearance of a conflict of interest. Your friend should be required to submit a bid, as outlined in the Company’s Competitive Bidding Policy, along with other qualified contractors. Should your friend be awarded the contract, you should also avoid playing any role in the approval of invoices or payment to your friend’s company.

I work in the fleet department and I operate a metal fabricating business on the side. The MEM department is looking for racks for their CO2 containers and I know that I can produce them in my shop. Can I produce the racks and sell them to PBG through my side business?

No. Generally, employees cannot be contracted to provide outside services for the Company. The hiring of employees as contractors can lead to issues in several areas (e.g., payroll tax violations, insurance liability, conflict of interest, etc.).

One of my suppliers has invited me to a “client appreciation event” to be held at a golf resort. Can I attend this event?

You should speak to your supervisor and consider the following:

Receiving gifts or entertainment from business partners of greater than nominal value is against Company policy.
A valid business purpose must be specifically defined for all business meetings and travel.
How would your attendance at the event appear to competing suppliers?

Attending an event such as this, particularly when you have the ability to influence purchasing decisions, may constitute a conflict of interest. When in doubt, it’s always best to politely decline.

I’ve been told that PBG’s luxury box is available at the local stadium. I’d like to invite one of my best customers to a game. What do I need to consider?

You should speak to your supervisor before extending the invitation. You are responsible for ensuring that the recipient of any gift or entertainment is authorized to receive it, has received approval from his or her manager, and will not violate his or her company’s internal policies by accepting the gift or entertainment.

A local building inspector, in my country, told me that he can expedite the inspection of our construction project if I pay him $100. I’d like to keep the project on time and on budget. Can I give him the money?

Consult with the PBG Law Department before making any payments or providing anything of value to a government official. Should the Law Department approve the payment, detailed and accurate records of the payment and its purpose must be maintained.

I have ordered and received materials and supplies in the current period. The invoices for the materials and supplies add up to more than I have budgeted for the current period. Can I process some of the invoices this period and some next period to avoid going over my budget?

No. Goods or services received by the Company must be reflected in the books and records in the same period that they are received, regardless of budgetary considerations. All of the invoices should be processed in the current period. Likewise, any goods ordered in the current period and received in a future period should be processed for payment in the period the goods are received.

I’m close to hitting my sales forecast and it’s the final week of the period. I just need to sell 500 more cases to make my number. I’ve called one of my customers who committed to take the 500 cases from me next week. Can I put the cases aside for delivery next week and record the sale this period?

No. Revenue can only be recognized when possession, or title, and risk of loss shifts from the Company to the customer. This is generally accomplished via delivery of the product to the customer.

I accidentally overpaid a supplier. Can I tell the supplier to hold the extra payment as a credit on PBG’s account to be applied against a future invoice?

PBG’s books and records must accurately reflect our financial position. In cases where the supplier is used very frequently, a credit memo should be received from the supplier and entered into the AP system for application against the next invoice. In cases where it’s unlikely to have the credit applied within the next period, payment should be requested from the supplier. In no case should an amount due from a supplier go unrecorded (i.e., not reflected in PBG’s books and records).

Our plant just did a line conversion that resulted in the required disposal of a good deal of scrap metal. Can I sell the scrap for cash and use the money to fund an employee appreciation event?

In order to ensure the accuracy of PBG’s books and records, transactions must be recorded and classified appropriately. The income from the scrap sale and the expense related to the employee appreciation event are two separate events. The payment received for the sale of the scrap should be deposited and reported as income in the period received. The employee appreciation event should be paid for and expensed in the appropriate manner as a separate transaction.