PepsiCo Q2 2023 Financial Report
PepsiCo Q2 2023 Financial Report
For the quarterly period ended June 17, 2023 (24 weeks)
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
PepsiCo, Inc.
(Exact Name of Registrant as Specified in its Charter)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class Trading Symbols Name of each exchange on which registered
Common Stock, par value 1-2/3 cents per share PEP The Nasdaq Stock Market LLC
0.250% Senior Notes Due 2024 PEP24 The Nasdaq Stock Market LLC
2.625% Senior Notes Due 2026 PEP26 The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2027 PEP27 The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2028 PEP28 The Nasdaq Stock Market LLC
0.500% Senior Notes Due 2028 PEP28a The Nasdaq Stock Market LLC
3.200% Senior Notes Due 2029 PEP29 The Nasdaq Stock Market LLC
1.125% Senior Notes Due 2031 PEP31 The Nasdaq Stock Market LLC
0.400% Senior Notes Due 2032 PEP32 The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2033 PEP33 The Nasdaq Stock Market LLC
3.550% Senior Notes Due 2034 PEP34 The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2039 PEP39 The Nasdaq Stock Market LLC
1.050% Senior Notes Due 2050 PEP50 The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Table of Contents
Page No.
Part I Financial Information
Item 1. Condensed Consolidated Financial Statements 2
Condensed Consolidated Statement of Income – 2
12 and 24 Weeks Ended June 17, 2023 and June 11, 2022
Condensed Consolidated Statement of Comprehensive Income – 3
12 and 24 Weeks Ended June 17, 2023 and June 11, 2022
Condensed Consolidated Statement of Cash Flows – 4
24 Weeks Ended June 17, 2023 and June 11, 2022
Condensed Consolidated Balance Sheet – 6
June 17, 2023 and December 31, 2022
Condensed Consolidated Statement of Equity –
12 Weeks and 24 Weeks Ended June 17, 2023 and June 11, 2022 7
Notes to the Condensed Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
Report of Independent Registered Public Accounting Firm 49
Item 3. Quantitative and Qualitative Disclosures About Market Risk 50
Item 4. Controls and Procedures 50
Part II Other Information
Item 1. Legal Proceedings 51
Item 1A. Risk Factors 51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 51
Item 6. Exhibits 51
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(a) In the 24 weeks ended June 11, 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners for $3.5 billion in cash and a 39% noncontrolling
interest in a joint venture, Tropicana Brands Group (TBG), operating across North America and Europe (Juice Transaction). See Note 12 for further information.
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Investing Activities
Capital spending (1,513) (1,499)
Sales of property, plant and equipment 122 222
Acquisitions, net of cash acquired, investments in noncontrolled affiliates and purchases of intangible and
other assets (83) (29)
Proceeds associated with the Juice Transaction — 3,456
Other divestitures, sales of investments in noncontrolled affiliates and other assets 75 15
Short-term investments, by original maturity:
More than three months - purchases (435) —
More than three months - maturities 363 —
Three months or less, net 16 8
Other investing, net 32 (1)
Net Cash (Used for)/Provided by Investing Activities (1,423) 2,172
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(a) Cash dividends declared per common share were $1.265 and $1.15 for the 12 weeks ended June 17, 2023 and June 11, 2022, respectively and $2.415 and $2.225 for the
24 weeks ended June 17, 2023 and June 11, 2022, respectively.
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Our Divisions
We are organized into seven reportable segments (also referred to as divisions), as follows:
1) Frito-Lay North America (FLNA), which includes our branded convenient food businesses in the United States and
Canada;
2) Quaker Foods North America (QFNA), which includes our branded convenient food businesses, such as cereal, rice, pasta
and other branded food, in the United States and Canada;
3) PepsiCo Beverages North America (PBNA), which includes our beverage businesses in the United States and Canada;
4) Latin America (LatAm), which includes all of our beverage and convenient food businesses in Latin America;
5) Europe, which includes all of our beverage and convenient food businesses in Europe;
6) Africa, Middle East and South Asia (AMESA), which includes all of our beverage and convenient food businesses in
Africa, the Middle East and South Asia; and
7) Asia Pacific, Australia and New Zealand and China region (APAC), which includes all of our beverage and convenient
food businesses in Asia Pacific, Australia and New Zealand, and China region.
Net revenue of each division is as follows:
12 Weeks Ended 24 Weeks Ended
6/17/2023 6/11/2022 6/17/2023 6/11/2022
FLNA $ 5,904 $ 5,181 $ 11,487 $ 10,020
QFNA 684 675 1,461 1,388
PBNA 6,755 6,120 12,553 11,473
LatAm 2,856 2,415 4,633 3,889
Europe 3,428 3,023 5,314 4,820
AMESA 1,568 1,696 2,587 2,700
APAC 1,127 1,115 2,133 2,135
Total $ 22,322 $ 20,225 $ 40,168 $ 36,425
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Our primary performance obligation is the distribution and sales of beverage and convenient food products to our customers. The
following tables reflect the approximate percentage of net revenue generated between our beverage business and our convenient
food business for each of our international divisions, as well as our consolidated net revenue:
12 Weeks Ended
6/17/2023 6/11/2022
Beverages(a) Convenient Foods Beverages(a) Convenient Foods
LatAm 10 % 90 % 10 % 90 %
Europe 50 % 50 % 50 % 50 %
AMESA 30 % 70 % 35 % 65 %
APAC 25 % 75 % 25 % 75 %
PepsiCo 40 % 60 % 45 % 55 %
24 Weeks Ended
6/17/2023 6/11/2022
Beverages(a) Convenient Foods Beverages(a) Convenient Foods
LatAm 10 % 90 % 10 % 90 %
Europe 50 % 50 % 50 % 50 %
AMESA 30 % 70 % 30 % 70 %
APAC 20 % 80 % 20 % 80 %
PepsiCo 40 % 60 % 45 % 55 %
(a) Beverage revenue from company-owned bottlers, which primarily includes our consolidated bottling operations in our PBNA and Europe divisions, is approximately
35% of our consolidated net revenue in the 12 and 24 weeks ended June 17, 2023, and over 35% of our consolidated net revenue in the 12 and 24 weeks ended June 11,
2022. Generally, our finished goods beverage operations produce higher net revenue but lower operating margin as compared to concentrate sold to authorized bottling
partners for the manufacture of finished goods beverages.
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(c) In the 12 and 24 weeks ended June 17, 2023, we recorded our proportionate share of TBG’s earnings, which includes an impairment of TBG’s indefinite-lived
intangible assets, and recorded an other-than-temporary impairment of our investment, both of which resulted in pre-tax impairment charges of $113 million
($86 million after-tax or $0.06 per share), recorded in selling, general and administrative expenses. See Note 9 for further information.
(d) In the 12 and 24 weeks ended June 11, 2022, we made the decision to sell or discontinue certain non-strategic brands in our LatAm division. As a result, we recognized
pre-tax brand portfolio impairment charges of $83 million ($56 million after-tax or $0.04 per share) primarily related to property, plant and equipment and intangible
assets, with $47 million recorded in selling, general and administrative expenses and $36 million recorded in impairment of intangible assets.
(e) In the 12 weeks ended June 11, 2022, we recognized net pre-tax charges of $1,165 million ($927 million after-tax or $0.67 per share) as a result of the Russia-Ukraine
conflict, with $1,197 million recorded in impairment of intangible assets, partially offset by $7 million and $25 million of income recorded in cost of sales and selling,
general and administrative expenses, respectively. The income amounts recorded in cost of sales and selling, general and administrative expenses represent changes in
estimates of previously recorded amounts for allowance for expected credit losses of $11 million, allowance for inventory write-downs of $8 million and other costs of
$13 million. In the 24 weeks ended June 11, 2022, we recognized pre-tax charges of $1,406 million ($1,168 million after-tax or $0.84 per share) as a result of the
Russia-Ukraine conflict, with $133 million recorded in cost of sales, $75 million recorded in selling, general and administrative expenses and $1,198 million recorded
in impairment of intangible assets. The amounts recorded in cost of sales and selling, general and administrative expenses include impairment charges related to
property, plant and equipment of $123 million, allowance for expected credit losses of $26 million, allowance for inventory write-downs of $25 million and other costs
of $34 million. See Note 4 for further information. For information on indefinite-lived intangible assets, see Notes 2 and 4 to our consolidated financial statements in
our 2022 Form 10-K.
(f) In the 24 weeks ended June 11, 2022, we recognized pre-tax brand portfolio impairment charges of $241 million ($193 million after-tax or $0.14 per share) in
impairment of intangible assets, related to the repositioning or discontinuation of certain juice and dairy brands in Russia. See Note 4 for further information. For
information on indefinite-lived intangible assets, see Notes 2 and 4 to our consolidated financial statements in our 2022 Form 10-K.
(g) In the 12 and 24 weeks ended June 17, 2023, we recorded a pre-tax gain of $85 million ($65 million after-tax or $0.05 per share) in selling, general and administrative
expenses as a result of the sale of a corporate asset.
(h) In the 12 weeks ended June 11, 2022, we recorded a pre-tax loss on certain equity investments of $56 million ($42 million after-tax or $0.03 per share) in selling,
general and administrative expenses. In the 24 weeks ended June 11, 2022, we recorded a pre-tax loss on certain equity investments of $64 million ($48 million after-
tax or $0.03 per share) in selling, general and administrative expenses.
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(a) Income amount represents adjustments for changes in estimates of previously recorded amounts.
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Severance and other employee costs primarily include severance and other termination benefits, as well as voluntary separation
arrangements. Other costs primarily include costs associated with the implementation of our initiatives, including contract
termination costs, consulting and other professional fees.
A summary of our 2019 Productivity Plan activity for the 24 weeks ended June 17, 2023 is as follows:
Severance and Other
Employee Costs Other Costs Total
Liability as of December 31, 2022 $ 188 $ 8 $ 196
2023 restructuring charges 142 62 204
Cash payments (120) (67) (187)
Non-cash charges and translation (7) — (7)
Liability as of June 17, 2023 $ 203 $ 3 $ 206
The majority of the restructuring accrual at June 17, 2023 is expected to be paid by the end of 2023.
Other Productivity Initiatives
There were no charges related to other productivity and efficiency initiatives outside the scope of the 2019 Productivity Plan.
We regularly evaluate different productivity initiatives beyond the productivity plan and other initiatives described above.
See Notes 1, 4 and 9 for impairment and other charges/credits taken related to the Russia-Ukraine conflict, brand portfolio
impairment charges and other impairment charges.
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(a) Translation and other primarily reflects adjustments to previously recorded amounts related to our agreement with Celsius Holdings, Inc. to distribute Celsius energy
drinks in the United States.
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The following table summarizes share-based awards granted under the terms of the PepsiCo, Inc. Long-Term Incentive Plan:
24 Weeks Ended
6/17/2023 6/11/2022
Weighted- Weighted-
Average Grant Average Grant
Granted(a) Price Granted(a) Price
Stock options 2.0 $ 171.00 2.1 $ 163.00
RSUs and PSUs 2.1 $ 171.11 2.3 $ 163.00
(a) In millions. All grant activity is disclosed at target.
We granted long-term cash awards to certain executive officers and other senior executives with an aggregate target value of $20
million and $18 million during the 24 weeks ended June 17, 2023 and June 11, 2022, respectively.
For the 12 weeks ended June 17, 2023 and June 11, 2022, our grants of stock options, RSUs, PSUs and long-term cash awards
were nominal.
Our weighted-average Black-Scholes fair value assumptions are as follows:
24 Weeks Ended
6/17/2023 6/11/2022
Expected life 7 years 7 years
Risk-free interest rate 4.2 % 1.7 %
Expected volatility 16 % 16 %
Expected dividend yield 2.7 % 2.5 %
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24 Weeks Ended
Pension Retiree Medical
U.S. International
6/17/2023 6/11/2022 6/17/2023 6/11/2022 6/17/2023 6/11/2022
Service cost $ 151 $ 229 $ 18 $ 34 $ 13 $ 17
Other pension and retiree medical benefits income:
Interest cost 274 175 59 40 17 8
Expected return on plan assets (393) (431) (81) (98) (6) (7)
Amortization of prior service credits (12) (13) — — (3) (4)
Amortization of net losses/(gains) 32 68 5 12 (12) (6)
Settlement/curtailment losses — 131 — — — (16)
Special termination benefits (1) 9 — — — —
Total other pension and retiree medical
benefits income (100) (61) (17) (46) (4) (25)
Total $ 51 $ 168 $ 1 $ (12) $ 9 $ (8)
We regularly evaluate opportunities to reduce risk and volatility associated with our pension and retiree medical plans.
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During the 24 weeks ended June 17, 2023 and June 11, 2022, we made discretionary contributions of $125 million and $75
million, respectively, to our U.S. qualified defined benefit plans, and $17 million and $10 million, respectively, to our
international defined benefit plans. We expect to make an additional discretionary contribution of $125 million to our U.S.
qualified defined benefit plans in the third quarter of 2023.
Note 8 - Debt Obligations
In the 24 weeks ended June 17, 2023, we issued the following notes:
Interest Rate Maturity Date Principal Amount(a)
Floating rate February 2026 $ 350
4.550 % February 2026 $ 500
4.450 % May 2028 $ 650
4.450 % February 2033 $ 1,000
4.650 % February 2053 $ 500
(a) Excludes debt issuance costs, discounts and premiums.
The net proceeds from the issuances of the above notes were used for general corporate purposes, including the repayment of
commercial paper.
In the 24 weeks ended June 17, 2023, $2.3 billion of U.S. dollar-denominated senior notes matured and were paid. In addition, in
the 12 weeks ended June 17, 2023, we discharged via legal defeasance $94 million outstanding principal amount of certain notes
originally issued by our subsidiary, The Quaker Oats Company, following the deposit of $102 million of U.S. government
securities with the Bank of New York Mellon, as trustee, in the fourth quarter of 2022.
As of June 17, 2023, we had $3.6 billion of commercial paper outstanding, excluding discounts.
In the 12 and 24 weeks ended June 17, 2023, we entered into a new five-year unsecured revolving credit agreement (Five-Year
Credit Agreement), which expires on May 26, 2028. The Five-Year Credit Agreement enables us and our borrowing subsidiaries
to borrow up to $4.2 billion in U.S. dollars and/or euros, including a $0.75 billion swing line subfacility for euro-denominated
borrowings permitted to be borrowed on a same-day basis, subject to customary terms and conditions. We may request that
commitments under this agreement be increased up to $4.95 billion (or the equivalent amount in euros). Additionally, we may,
once a year, request renewal of the agreement for an additional one-year period. The Five-Year Credit Agreement replaced our
$3.8 billion five-year credit agreement, dated as of May 27, 2022.
Also in the 12 and 24 weeks ended June 17, 2023, we entered into a new 364-day unsecured revolving credit agreement (364-
Day Credit Agreement), which expires on May 24, 2024. The 364-Day Credit Agreement enables us and our borrowing
subsidiaries to borrow up to $4.2 billion in U.S. dollars and/or euros, subject to customary terms and conditions. We may request
that commitments under this agreement be increased up to $4.95 billion (or the equivalent amount in euros). We may request
renewal of this facility for an additional 364-day period or convert any amounts outstanding into a term loan for a period of up to
one year, which term loan would mature no later than the anniversary of the then effective termination date. The 364-Day Credit
Agreement replaced our $3.8 billion 364-day credit agreement, dated as of May 27, 2022.
Funds borrowed under the Five-Year Credit Agreement and the 364-Day Credit Agreement may be used for general corporate
purposes. Subject to certain conditions, we may borrow, prepay and reborrow amounts under these agreements. As of June 17,
2023, there were no outstanding borrowings under the Five-Year Credit Agreement or the 364-Day Credit Agreement.
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As of June 17, 2023, approximately 10% of total debt, after the impact of the related interest rate derivative instruments, was
subject to variable rates, compared to 1% as of December 31, 2022.
Debt Securities
Available-for-Sale
Investments in available-for-sale debt securities are reported at fair value. Changes in the fair value of available-for-sale debt
securities are generally recognized in accumulated other comprehensive loss within common shareholders’ equity. Changes in the
fair value of available-for-sale debt securities impact earnings only when such securities are sold, or an allowance for expected
credit losses or impairment is recognized. We regularly evaluate our investment portfolio for expected credit losses and
impairment. In making this judgment, we evaluate, among other things, the extent to which the fair value of a debt security is less
than its amortized cost; the financial condition of the issuer, including the credit quality, and any changes thereto; and our intent
to sell, or whether we will more likely than not be required to sell, the debt security before recovery of its amortized cost basis.
Our assessment of whether a debt security has a credit loss or is impaired could change in the future due to new developments or
changes in assumptions related to any particular debt security. There were no unrealized gains and losses on our investments as of
June 17, 2023. Impairment charges related to our investments for the 24 weeks ended June 17, 2023 were not material.
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TBG Investment
In the first quarter of 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners, while retaining a 39%
noncontrolling interest in TBG, operating across North America and Europe. We have significant influence over our investment
in TBG and account for our investment under the equity method, recognizing our proportionate share of TBG’s earnings on our
income statement (recorded in selling, general and administrative expenses). See Note 12 for further information.
In the 12 and 24 weeks ended June 17, 2023, we recorded our proportionate share of TBG’s earnings, which includes an
impairment of TBG’s indefinite-lived intangible assets, and recorded an other-than-temporary impairment of our investment, both
of which resulted in pre-tax impairment charges of $113 million ($86 million after-tax or $0.06 per share), recorded in selling,
general and administrative expenses in our PBNA division. We estimated the fair value of our ownership in TBG using
discounted cash flows and an option pricing model related to our liquidation preference in TBG, which we categorized as Level 3
(significant unobservable inputs) in the fair value hierarchy.
Fair Value Measurements
The fair values of our financial assets and liabilities as of June 17, 2023 and December 31, 2022 are categorized as follows:
6/17/2023 12/31/2022
Fair Value
Hierarchy
Levels(a) Assets(a) Liabilities(a) Assets(a) Liabilities(a)
Available-for-sale debt securities (b) 2 $ 574 $ — $ 660 $ —
Index funds (c) 1 $ 273 $ — $ 257 $ —
Prepaid forward contracts (d) 2 $ 14 $ — $ 14 $ —
Deferred compensation (e) 2 $ — $ 447 $ — $ 434
Derivatives designated as cash flow
hedging instruments:
Foreign exchange (f) 2 $ 5 $ 43 $ 24 $ 22
Interest rate (f) 2 6 144 — 164
Commodity (g) 2 — 58 2 60
$ 11 $ 245 $ 26 $ 246
Derivatives not designated as hedging
instruments:
Foreign exchange (f) 2 $ 9 $ 37 $ 21 $ 21
Commodity (g) 2 7 33 11 51
$ 16 $ 70 $ 32 $ 72
Total derivatives at fair value (h) $ 27 $ 315 $ 58 $ 318
Total $ 888 $ 762 $ 989 $ 752
(a) Fair value hierarchy levels are categorized consistently by Level 1 (quoted prices in active markets for identical assets) and Level 2 (significant other observable inputs)
in both years. Unless otherwise noted, financial assets are classified on our balance sheet within prepaid expenses and other current assets and other assets. Financial
liabilities are classified on our balance sheet within accounts payable and other current liabilities and other liabilities.
(b) Primarily related to our investment in Celsius Holdings, Inc. convertible preferred stock. The fair value of our investment approximates the transaction price and any
accrued dividends, as well as the amortized cost. As of June 17, 2023, $16 million and $558 million were classified as short-term investments and other assets,
respectively. As of December 31, 2022, $3 million, $104 million and $553 million were classified as cash equivalents, short-term investments and other assets,
respectively.
(c) Based on the price of index funds. These investments are classified as short-term investments and are used to manage a portion of market risk arising from our deferred
compensation liability.
(d) Based primarily on the price of our common stock.
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(e) Based on the fair value of investments corresponding to employees’ investment elections.
(f) Based on recently reported market transactions of spot and forward rates.
(g) Primarily based on recently reported market transactions of swap arrangements.
(h) Derivative assets and liabilities are presented on a gross basis on our balance sheet. Amounts subject to enforceable master netting arrangements or similar agreements
which are not offset on our balance sheet as of June 17, 2023 and December 31, 2022 were not material. Collateral received or posted against our asset or liability
positions was not material. Exchange-traded commodity futures are cash-settled on a daily basis and, therefore, not included in the table.
The carrying amounts of our cash and cash equivalents and short-term investments recorded at amortized cost approximate fair
value (classified as Level 2 in the fair value hierarchy) due to their short-term maturity. The fair value of our debt obligations as
of June 17, 2023 and December 31, 2022 was $40 billion and $35 billion, respectively, based upon prices of identical or similar
instruments in the marketplace, which are considered Level 2 inputs.
Losses/(gains) on our cash flow and net investment hedges are categorized as follows:
12 Weeks Ended
Losses/(Gains)
Losses/(Gains) Reclassified from
Recognized in Accumulated Other
Accumulated Other Comprehensive Loss
Comprehensive Loss into Income Statement(a)
6/17/2023 6/11/2022 6/17/2023 6/11/2022
Foreign exchange $ 43 $ 26 $ 14 $ (17)
Interest rate (37) 82 (30) 61
Commodity (15) (1) 28 (74)
Net investment 71 (88) — —
Total $ 62 $ 19 $ 12 $ (30)
24 Weeks Ended
Losses/(Gains)
Losses/(Gains) Reclassified from
Recognized in Accumulated Other
Accumulated Other Comprehensive Loss
Comprehensive Loss into Income Statement(a)
6/17/2023 6/11/2022 6/17/2023 6/11/2022
Foreign exchange $ 59 $ 18 $ 15 $ (21)
Interest rate (26) 79 (27) 81
Commodity 50 (190) 37 (152)
Net investment 108 (139) — —
Total $ 191 $ (232) $ 25 $ (92)
(a) Foreign exchange derivative losses/(gains) are included in net revenue and cost of sales. Interest rate derivative losses/(gains) are included in selling, general and
administrative expenses. Commodity derivative losses/(gains) are included in either cost of sales or selling, general and administrative expenses, depending on the
underlying commodity. See Note 11 for further information.
Based on current market conditions, we expect to reclassify net losses of $107 million related to our cash flow hedges from
accumulated other comprehensive loss within common shareholders’ equity into net income during the next 12 months.
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Losses/(gains) recognized in the income statement related to our non-designated hedges are categorized as follows:
12 Weeks Ended
6/17/2023 6/11/2022
Selling, general and Selling, general and
administrative administrative
Cost of sales expenses Total Cost of sales expenses Total
Foreign exchange $ — $ 44 $ 44 $ (14) $ 35 $ 21
Commodity 5 3 8 (60) (121) (181)
Total $ 5 $ 47 $ 52 $ (74) $ (86) $ (160)
24 Weeks Ended
6/17/2023 6/11/2022
Selling, general and Selling, general and
administrative administrative
Cost of sales expenses Total Cost of sales expenses Total
Foreign exchange $ (1) $ 39 $ 38 $ (3) $ 8 $ 5
Commodity 36 53 89 (134) (213) (347)
Total $ 35 $ 92 $ 127 $ (137) $ (205) $ (342)
24 Weeks Ended
6/17/2023 6/11/2022
Income Shares(a) Income Shares(a)
Basic net income attributable to PepsiCo per common share $ 3.40 $ 4.11
Net income available for PepsiCo common shareholders $ 4,680 1,378 $ 5,690 1,383
Dilutive securities:
Stock options, RSUs, PSUs and other (b) — 6 — 7
Diluted $ 4,680 1,384 $ 5,690 1,390
Diluted net income attributable to PepsiCo per common share $ 3.38 $ 4.09
(a) Weighted-average common shares outstanding (in millions).
(b) The dilutive effect of these securities is calculated using the treasury stock method.
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The weighted-average amount of antidilutive securities excluded from the calculation of diluted earnings per common share was
immaterial for both the 12 and 24 weeks ended June 17, 2023 and June 11, 2022.
Note 11 - Accumulated Other Comprehensive Loss Attributable to PepsiCo
The changes in the balances of each component of accumulated other comprehensive loss attributable to PepsiCo are as follows:
Currency Pension and Accumulated Other
Translation Cash Flow Retiree Comprehensive Loss
Adjustment Hedges Medical Other Attributable to PepsiCo
Balance as of December 31, 2022 (a) $ (12,948) $ 1 $ (2,361) $ 6 $ (15,302)
Other comprehensive (loss) before reclassifications (b) (350) (92) (9) (1) (452)
Amounts reclassified from accumulated other comprehensive loss (c) 108 13 5 — 126
Net other comprehensive (loss) (242) (79) (4) (1) (326)
Tax amounts 7 20 — — 27
Balance as of March 25, 2023 (a) (13,183) (58) (2,365) 5 (15,601)
Other comprehensive (loss)/income before reclassifications (d) (215) 19 (14) 1 (209)
Amounts reclassified from accumulated other comprehensive loss — 12 5 — 17
Net other comprehensive (loss)/income (215) 31 (9) 1 (192)
Tax amounts 17 (7) 3 — 13
Balance as of June 17, 2023 (a) $ (13,381) $ (34) $ (2,371) $ 6 $ (15,780)
(a) Pension and retiree medical amounts are net of taxes of $1,184 million as of both December 31, 2022 and March 25, 2023 and $1,187 million as of June 17, 2023.
(b) Currency translation adjustment primarily reflects depreciation of the Egyptian pound and Russian ruble.
(c) Release of currency translation adjustment is in relation to the sale of a non-strategic brand and an investment within our AMESA division.
(d) Currency translation adjustment primarily reflects depreciation of the Russian ruble.
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The reclassifications from accumulated other comprehensive loss to the income statement are summarized as follows:
12 Weeks Ended 24 Weeks Ended
Affected Line Item in the Income
6/17/2023 6/11/2022 6/17/2023 6/11/2022 Statement
Currency translation:
Selling, general and administrative
Divestitures $ — $ — $ 108 $ — expenses
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liquidation preference in TBG. See Note 13 to our consolidated financial statements in our 2022 Form 10-K for further
information.
In the 24 weeks ended June 11, 2022, we recorded a pre-tax gain of $3.3 billion ($2.9 billion after-tax or $2.07 per share) in our
PBNA and Europe divisions.
In the 12 and 24 weeks ended June 17, 2023, we recognized impairment charges related to our TBG investment. See Note 9 for
further information.
Acquisition and Divestiture-Related Charges
Acquisition and divestiture-related charges include merger and integration charges and costs associated with divestitures.
Divestiture-related charges reflect transaction expenses, including consulting, advisory and other professional fees.
A summary of our acquisition and divestiture-related charges is as follows:
12 Weeks Ended 24 Weeks Ended
6/17/2023 6/11/2022 6/17/2023 6/11/2022
PBNA $ 8 $ 2 $ 10 $ 39
Europe (a) (2) 3 (2) 13
AMESA 1 — 1 —
Corporate — 3 — 6
Total (b) 7 8 9 58
Other pension and retiree medical benefits expense — — — 6
Total acquisition and divestiture-related charges $ 7 $ 8 $ 9 $ 64
After-tax amount $ 6 $ 7 $ 7 $ 54
Impact on net income attributable to PepsiCo per common share $ — $ (0.01) $ — $ (0.04)
(a) Income amount represents adjustments for changes in estimates of previously recorded amounts.
(b) Recorded in selling, general and administrative expenses.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FINANCIAL REVIEW
Our discussion and analysis is intended to help the reader understand our results of operations and financial condition and is
provided as an addition to, and should be read in connection with, our condensed consolidated financial statements and the
accompanying notes. Unless otherwise noted, tabular dollars are presented in millions, except per share amounts. All per share
amounts reflect common stock per share amounts, assume dilution unless otherwise noted, and are based on unrounded amounts.
Percentage changes are based on unrounded amounts.
Our Critical Accounting Policies and Estimates
The critical accounting policies and estimates below should be read in conjunction with those outlined in our 2022 Form 10-K.
Total Marketplace Spending
We offer sales incentives and discounts through various programs to customers and consumers. Total marketplace spending
includes sales incentives, discounts, advertising and other marketing activities. Sales incentives and discounts are primarily
accounted for as a reduction of revenue. A number of our sales incentives, such as bottler funding to independent bottlers and
customer volume rebates, are based on annual targets, and accruals are established during the year, as products are delivered, for
the expected payout, which may occur after year end once reconciled and settled.
These accruals are based on contract terms and our historical experience with similar programs and require management
judgment with respect to estimating customer and consumer participation and performance levels. Differences between estimated
expense and actual incentive costs are normally insignificant and are recognized in earnings in the period such differences are
determined. In addition, certain advertising and marketing costs are also based on annual targets and recognized during the year
as incurred.
For interim reporting, our policy is to allocate our forecasted full-year sales incentives for most of our programs to each of our
interim reporting periods in the same year that benefits from the programs. The allocation methodology is based on our
forecasted sales incentives for the full year and the proportion of each interim period’s actual gross revenue or volume, as
applicable, to our forecasted annual gross revenue or volume, as applicable. Based on our review of the forecasts at each interim
period, any changes in estimates and the related allocation of sales incentives are recognized beginning in the interim period that
they are identified. In addition, we apply a similar allocation methodology for interim reporting purposes for certain advertising
and other marketing activities.
Income Taxes
In determining our quarterly provision for income taxes, we use an estimated annual effective tax rate which is based on our
expected annual income, statutory tax rates and tax structure and transactions, including transfer pricing arrangements, available
to us in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax rate and in
evaluating our tax positions. Subsequent recognition, derecognition and measurement of a tax position taken in a previous period
are separately recognized in the quarter in which they occur.
Our Business Risks
This Form 10-Q contains statements reflecting our views about our future performance that constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (Reform Act). Statements that constitute
forward-looking statements within the meaning of the Reform Act
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are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,”
“expressed confidence,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,”
“position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such
words and other similar expressions. All statements addressing our future operating performance, and statements addressing
events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning
of the Reform Act. 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 any such forward-looking statement. Such risks and uncertainties include, but are not limited
to: the risks associated with the deadly conflict in Ukraine; future demand for PepsiCo’s products; damage to PepsiCo’s
reputation or brand image; product recalls or other issues or concerns with respect to product quality and safety; PepsiCo’s
ability to compete effectively; PepsiCo’s ability to attract, develop and maintain a highly skilled and diverse workforce or
effectively manage changes in our workforce; water scarcity; changes in the retail landscape or in sales to any key customer;
disruption of PepsiCo’s manufacturing operations or supply chain, including continued increased commodity, packaging,
transportation, labor and other input costs; political or social conditions in the markets where PepsiCo’s products are made,
manufactured, distributed or sold; PepsiCo’s ability to grow its business in developing and emerging markets; changes in
economic conditions in the countries in which PepsiCo operates; future cyber incidents and other disruptions to our information
systems; failure to successfully complete or manage strategic transactions; PepsiCo’s reliance on third-party service providers
and enterprise-wide systems; climate change or measures to address climate change; strikes or work stoppages; failure to realize
benefits from PepsiCo’s productivity initiatives; deterioration in estimates and underlying assumptions regarding future
performance that can result in an impairment charge; fluctuations or other changes in exchange rates; any downgrade or
potential downgrade of PepsiCo’s credit ratings; imposition or proposed imposition of new or increased taxes aimed at PepsiCo’s
products; imposition of limitations on the marketing or sale of PepsiCo’s products; changes in laws and regulations related to the
use or disposal of plastics or other packaging materials; failure to comply with personal data protection and privacy laws;
increase in income tax rates, changes in income tax laws or disagreements with tax authorities; failure to adequately protect
PepsiCo’s intellectual property rights or infringement on intellectual property rights of others; failure to comply with applicable
laws and regulations; potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or
investigations; and other risks and uncertainties including those described in “Item 1A. Risk Factors” and “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks,” included in our
2022 Form 10-K and in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our
Business Risks” of this Form 10-Q. Investors are cautioned not to place undue reliance on any such forward-looking statements,
which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as
a result of new information, future events or otherwise.
Risks Associated with Commodities and Our Supply Chain
During the 12 and 24 weeks ended June 17, 2023, we continued to experience significantly higher operating costs, including on
transportation, labor and commodity (including energy) costs, which we expect to continue for the remainder of 2023. Many of
the commodities used in the production and transportation of our products are purchased in the open market. The prices we pay
for such items are subject to fluctuation, and we manage this risk through the use of fixed-price contracts and purchase orders,
pricing agreements and derivative instruments, including swaps and futures. A number of external factors, including the deadly
conflict in Ukraine, the inflationary cost environment, adverse weather conditions, supply chain disruptions (including raw
material shortages) and labor shortages, have impacted
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and may continue to impact transportation, labor and commodity availability costs. When prices increase, we may or may not
pass on such increases to our customers without suffering reduced volume, revenue, margins and operating results.
See Note 9 to our condensed consolidated financial statements in this Form 10-Q and Note 9 to our consolidated financial
statements in our 2022 Form 10-K for further information on how we manage our exposure to commodity prices.
Risks Associated with Climate Change
Certain jurisdictions in which our products are made, manufactured, distributed or sold have either imposed, or are considering
imposing, new or increased legal and regulatory requirements to reduce or mitigate the potential effects of climate change,
including regulation of greenhouse gas emissions and potential carbon pricing programs. These new or increased legal or
regulatory requirements, along with initiatives to meet our sustainability goals, could result in significant increased costs and
additional investments in facilities and equipment. However, we are unable to predict the scope, nature and timing of any new or
increased environmental laws and regulations and therefore cannot predict the ultimate impact of such laws and regulations on
our business or financial results. We continue to monitor existing and proposed laws and regulations in the jurisdictions in which
our products are made, manufactured, distributed and sold and to consider actions we may take to potentially mitigate the
unfavorable impact, if any, of such laws or regulations.
Risks Associated with International Operations
In the 12 weeks ended June 17, 2023, our financial results outside of North America reflect the months of March, April and May.
In the 24 weeks ended June 17, 2023, our financial results outside of North America reflect the months of January through May.
In the 24 weeks ended June 17, 2023, our operations outside of the United States generated 40% of our consolidated net revenue,
with Mexico, Canada, Russia, China, the United Kingdom, South Africa and Brazil comprising approximately 23% of our
consolidated net revenue. As a result, we are exposed to foreign exchange risk in the international markets in which our products
are made, manufactured, distributed or sold. In the 12 and 24 weeks ended June 17, 2023, unfavorable foreign exchange reduced
net revenue growth by 2.5 percentage points primarily due to declines in the Egyptian pound, Turkish lira, South African rand,
Canadian dollar, Chinese yuan and Pakistani rupee, partially offset by an appreciation of the Mexican peso. Currency declines
against the U.S. dollar which are not offset could adversely impact our future financial results.
In addition, volatile economic, political and social conditions and civil unrest in certain markets in which our products are made,
manufactured, distributed or sold, including in Argentina, Brazil, China, Mexico, the Middle East, Pakistan, Russia, Turkey and
Ukraine, and natural disasters, debt and credit issues and currency controls or fluctuations in certain of these international
markets, continue to, and the threat or imposition of new or increased tariffs or sanctions or other impositions in or related to
these international markets may, result in challenging operating environments. We continue to monitor the economic, operating
and political environment in these markets closely, including risks of additional impairments or write-offs, and to identify actions
to potentially mitigate any unfavorable impacts on our future results.
See Notes 1 and 4 to our consolidated financial statements in our 2022 Form 10-K for a discussion of the Russia-Ukraine conflict
charges, including impairment charges. Also see Note 1 to our condensed consolidated financial statements in this Form 10-Q for
charges taken as a result of the Russia-Ukraine conflict in the 12 and 24 weeks ended June 11, 2022.
See Note 9 to our condensed consolidated financial statements in this Form 10-Q for the fair values of our financial instruments
as of June 17, 2023 and December 31, 2022 and Note 9 to our consolidated financial statements in our 2022 Form 10-K for a
discussion of these items.
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and limitations may impact us and our competitors differently. We continue to monitor existing and proposed taxes and
regulations in the jurisdictions in which our products are made, manufactured, distributed and sold and to consider actions we
may take to potentially mitigate the unfavorable impact, if any, of such taxes, regulations or limitations, including advocating
alternative measures with respect to the imposition, form and scope of any such taxes, regulations or limitations.
OECD Global Minimum Tax
Numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and Development
(OECD) model rules that propose a global minimum tax rate of 15% and European Union member states have agreed to
implement the global minimum tax. Certain countries, including European Union member states, have enacted or are expected to
enact legislation to be effective as early as 2024, with widespread implementation of a global minimum tax expected by 2025. As
the legislation becomes effective in countries in which we do business, our taxes could increase and negatively impact our
provision for income taxes. We will continue to monitor pending legislation and implementation by individual countries and
evaluate the potential impact on our business in future periods.
Retail Landscape
Our industry continues to be affected by disruption of the retail landscape, including the continued growth in sales through e-
commerce websites and mobile commerce applications, including through subscription services, the integration of physical and
digital operations among retailers and the international expansion of hard discounters. We have seen and expect to continue to see
a further shift to e-commerce, online-to-offline and other online purchasing by consumers. We continue to monitor changes in the
retail landscape and seek to identify actions we may take to build our global e-commerce and digital capabilities, such as
expanding our direct-to-consumer business, and distribute our products effectively through all existing and emerging channels of
trade and potentially mitigate any unfavorable impacts on our future results.
Cautionary statements included above and in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Our Business Risks” in our 2022 Form 10-K should be considered when
evaluating our trends and future results.
Results of Operations – Consolidated Review
Consolidated Results
Volume
Physical or unit volume is one of the key metrics management uses internally to make operating and strategic decisions,
including the preparation of our annual operating plan and the evaluation of our business performance. We believe volume
provides additional information to facilitate the comparison of our historical operating performance and underlying trends and
provides additional transparency on how we evaluate our business because it measures demand for our products at the consumer
level. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Financial
Results – Volume” included in our 2022 Form 10-K for further information on volume. Unit volume growth adjusts for the
impacts of acquisitions and divestitures. Acquisitions and divestitures, when used in this report, reflect mergers and acquisitions
activity, as well as divestitures and other structural changes, including changes in ownership or control in consolidated
subsidiaries and nonconsolidated equity investees. Further, unit volume growth excludes the impact of an additional week of
results every five or six years (53rd reporting week), where applicable, including in our fourth quarter 2022 financial results.
We report all of our international operations on a monthly calendar basis. The 12 weeks ended June 17, 2023 and June 11, 2022
include volume outside of North America for the months of March, April, and May. The 24 weeks ended June 17, 2023 and
June 11, 2022 include volume outside of North America for the months of January through May.
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See “Results of Operations – Division Review” for a tabular presentation and discussion of key drivers of net revenue.
12 Weeks
Operating profit grew 76% and operating margin improved 6.1 percentage points. Operating profit growth was primarily driven
by effective net pricing, a 65-percentage-point favorable impact of the charges associated with the Russia-Ukraine conflict
compared to the prior year, productivity savings and a 12-percentage-point favorable impact of the brand portfolio impairment
charges compared to the prior year. These impacts were partially offset by certain operating cost increases, a 22-percentage-point
impact of higher commodity costs, higher advertising and marketing expenses, a decrease in organic volume, a 6-percentage-
point impact of the impairment charges related to our TBG investment and a 5-percentage-point impact of lower mark-to-market
gains on commodity derivatives. The operating margin improvement primarily reflects the favorable impact of the charges
associated with the Russia-Ukraine conflict and the brand portfolio impairment charges compared to the prior year.
24 Weeks
Operating profit decreased 14% and operating margin declined 4.5 percentage points. Operating profit performance was primarily
driven by a 51-percentage-point unfavorable impact of the prior-year gain associated with the Juice Transaction, certain operating
cost increases, a 26-percentage-point impact of higher commodity costs, a decrease in organic volume, higher advertising and
marketing expenses and a 4-percentage-point impact of higher mark-to-market losses on commodity derivatives. These impacts
were partially offset by effective net pricing, a 22-percentage-point favorable impact of the charges associated with the Russia-
Ukraine conflict compared to the prior year, productivity savings and a 7-percentage-point favorable impact of the brand portfolio
impairment charges compared to the prior year. The operating margin decline primarily reflects the unfavorable impact of the
prior-year gain associated with the Juice Transaction, partially offset by the favorable impact of the charges associated with the
Russia-Ukraine conflict and the brand portfolio impairment charges compared to the prior year.
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12 Weeks
Other pension and retiree medical benefits income increased $62 million, primarily reflecting a prior-year settlement charge of
$131 million. In addition, the increase in other pension and retiree medical benefits income reflects lower amortization of net
losses on pension obligations and higher rate on expected return on plan assets, partially offset by higher interest cost and
recognition of fixed income losses on plan assets, all driven primarily by higher interest rates.
Net interest expense and other decreased $35 million, primarily due to higher interest rates on average cash balances and gains on
the market value of investments used to economically hedge a portion of our deferred compensation liability, partially offset by
higher interest rates on debt, higher average debt balances and lower average cash balances.
The reported tax rate decreased 0.1 percentage points, primarily as a result of the impact of current and prior-year impairments.
24 Weeks
Other pension and retiree medical benefits income decreased $11 million, primarily due to higher interest cost and recognition of
fixed income losses on plan assets, partially offset by lower amortization of net losses on pension obligations and higher rate on
expected return on plan assets, all driven primarily by higher interest rates. The decrease in other pension and retiree medical
benefits income was further offset by a prior-year settlement charge of $131 million.
Net interest expense and other decreased $75 million, primarily due to higher interest rates on average cash balances and gains on
the market value of investments used to economically hedge a portion of our deferred compensation liability, partially offset by
higher interest rates on debt, higher average debt balances and lower average cash balances.
The reported tax rate increased 3.2 percentage points, primarily reflecting the prior-year impact of the Juice Transaction.
Results of Operations – Division Review
While our financial results in North America are reported on a 12-week basis, all of our international operations are reported on a
monthly calendar basis for which the months of March, April, and May are reflected in our results for the 12 weeks ended
June 17, 2023 and June 11, 2022, and the months January through May are reflected in our results for the 24 weeks ended
June 17, 2023 and June 11, 2022.
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In the discussions of net revenue and operating profit below, “effective net pricing” reflects the year-over-year impact of discrete
pricing actions, sales incentive activities and mix resulting from selling varying products in different package sizes and in
different countries.
See “Our Business Risks,” “Non-GAAP Measures” and “Items Affecting Comparability” for a discussion of items to consider
when evaluating our results and related information regarding measures not in accordance with GAAP.
Net Revenue and Organic Revenue Growth
Organic revenue growth is a non-GAAP financial measure. For further information on this measure, see “Non-GAAP Measures.”
12 Weeks Ended 6/17/2023
Impact of Impact of
Reported Foreign Organic
% Change, GAAP exchange Acquisitions and % Change, Non- Organic Effective net
Measure translation divestitures GAAP Measure(a) volume(b) pricing
FLNA 14 % — — 14 % 0.5 14
QFNA 1% 1 — 2% (5) 7
PBNA 10 % 0.5 (1) 10 % (4) 14
LatAm 18 % (6) 1 13 % (3) 16
Europe 13 % 4 2 19 % (1) 20
AMESA (8)% 25 1 18 % (6) 24
APAC 1% 6 — 7% (2.5) 9
Total 10 % 2.5 — 13 % (2.5) 15
Operating Profit, Operating Profit Adjusted for Items Affecting Comparability and Operating Profit Growth Adjusted for
Items Affecting Comparability on a Constant Currency Basis
Operating profit adjusted for items affecting comparability and operating profit growth adjusted for items affecting comparability
on a constant currency basis are both non-GAAP financial measures. For further information on these measures, see “Non-GAAP
Measures” and “Items Affecting Comparability.”
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Operating Profit and Operating Profit Adjusted for Items Affecting Comparability
12 Weeks Ended 6/17/2023
Items Affecting Comparability(a)
Impairment and
Reported, GAAP Mark-to-market Restructuring and Acquisition and divestiture- other Core,
Measure net impact impairment charges related charges(b) charges/credits(b) Non-GAAP Measure
FLNA $ 1,647 $ — $ 6 $ — $ — $ 1,653
QFNA 129 — — — — 129
PBNA 723 — 5 8 113 849
LatAm 592 — 6 — 2 600
Europe 476 — 52 (2) (5) 521
AMESA 250 — — 1 — 251
APAC 223 — 4 — — 227
Corporate unallocated expenses (381) (9) 19 — — (371)
Total $ 3,659 $ (9) $ 92 $ 7 $ 110 $ 3,859
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Operating Profit Growth and Operating Profit Growth Adjusted for Items Affecting Comparability on a Constant Currency Basis
12 Weeks Ended 6/17/2023
Impact of Items Affecting Comparability(a) Impact of
Core Constant
Reported % Acquisition Gain Core Currency
Change, Mark-to- Restructuring and associated with Impairment % Change, Foreign % Change, Non-
GAAP market net and impairment divestiture- the Juice and other Non-GAAP exchange GAAP
Measure impact charges related charges Transaction charges/credits Measure(b) translation Measure(b)
FLNA 14 % — — — — — 14 % — 14 %
QFNA (5)% — — — — — (5)% — (4.5)%
PBNA 11 % — — 2 6 (11) 8% 1 9%
LatAm 41 % — — — — (23) 18 % (9) 9%
Europe n/m — n/m n/m n/m n/m 36 % 10 46 %
AMESA (14)% — (0.5) — — — (14)% 21 7%
APAC 8% — 0.5 — — — 9% 5 14 %
Corporate unallocated
expenses 37 % (34) (1) 1 — — 4% — 4%
Total 76 % 5 2.5 — 1 (71) 13 % 2 15 %
n/m - Not meaningful due to the impact of impairment and other charges in 2022.
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FLNA
12 Weeks
Net revenue grew 14%, primarily driven by effective net pricing.
Unit volume increased 1%, primarily driven by mid-single-digit growth in trademark Doritos and double-digit growth in our
Sabra joint venture products, partially offset by a high-single-digit decline in dips and a mid-single-digit decline in trademark
Tostitos.
Operating profit increased 14%, primarily reflecting the net revenue growth and productivity savings. These impacts were
partially offset by certain operating cost increases, including strategic initiatives, a 12-percentage-point impact of higher
commodity costs, primarily cooking oil, seasoning ingredients and potatoes, and higher advertising and marketing expenses.
24 Weeks
Net revenue grew 15%, primarily driven by effective net pricing.
Unit volume increased 0.5%, primarily driven by low-single-digit growth in trademark Doritos and double-digit growth in
Sunchips and Chester’s, partially offset by a high-single-digit decline in dips and a mid-single-digit decline in trademark Tostitos.
Operating profit increased 18%, primarily reflecting the net revenue growth and productivity savings. These impacts were
partially offset by certain operating cost increases, including strategic initiatives, a 14-percentage-point impact of higher
commodity costs, primarily cooking oil, seasoning ingredients and potatoes, and higher advertising and marketing expenses.
QFNA
12 Weeks
Net revenue grew 1%, primarily driven by effective net pricing, partially offset by a decrease in organic volume.
Unit volume declined 5%, primarily reflecting a high-single-digit decline in oatmeal, a double-digit decline in rice/pasta sides
and a mid-single-digit decline in ready-to-eat cereals.
Operating profit declined 5%, primarily reflecting certain operating cost increases, the decrease in organic volume, a 12-
percentage-point impact of higher commodity costs, primarily grains, packaging materials and sweeteners, and higher advertising
and marketing expenses. These impacts were partially offset by the effective net pricing and productivity savings.
24 Weeks
Net revenue grew 5%, primarily driven by effective net pricing, partially offset by a decrease in organic volume.
Unit volume declined 5%, primarily reflecting double-digit declines in oatmeal and rice/pasta sides, and a mid-single-digit
decline in ready-to-eat cereals.
Operating profit grew 8%, primarily reflecting the effective net pricing and productivity savings, partially offset by certain
operating cost increases, a 15-percentage-point impact of higher commodity costs, primarily grains and packaging materials,
higher advertising and marketing expenses and the decrease in organic volume.
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PBNA
12 Weeks
Net revenue increased 10%, primarily driven by effective net pricing, partially offset by a decrease in organic volume.
Unit volume decreased 4.5%, driven by a 5.5% decrease in non-carbonated beverage (NCB) volume and a 3.5% decrease in
carbonated soft drink volume. The NCB volume decrease primarily reflected high-single-digit decreases in Gatorade sports
drinks and our Lipton ready-to-drink tea portfolio and a mid-single-digit decrease in our overall water portfolio, partially offset
by a high-single-digit increase in our juice and juice drinks portfolio.
Operating profit increased 11%, primarily reflecting the effective net pricing and productivity savings. These impacts were
partially offset by certain operating cost increases, including incremental information technology costs, an 18-percentage-point
unfavorable impact of a prior-year gain on asset sale, the decrease in organic volume, a 9-percentage-point impact of higher
commodity costs, primarily sweeteners and energy, and higher advertising and marketing expenses. Additionally, prior-year
impairment and other related charges of $141 million as a result of our decision to terminate the agreement with Vital to
distribute Bang Energy drinks contributed to operating profit growth and were partially offset by current-year impairment charges
of $113 million related to our TBG investment.
24 Weeks
Net revenue increased 9%, primarily driven by effective net pricing, partially offset by a decrease in organic volume.
Unit volume decreased 3%, driven by a 5% decrease in NCB volume and a 2% decrease in carbonated soft drink volume. The
NCB volume decrease primarily reflected high-single-digit decreases in Gatorade sports drinks and our Lipton ready-to-drink tea
portfolio and a mid-single-digit decrease in our overall water portfolio, partially offset by a double-digit increase in our juice and
juice drinks portfolio (adjusted for the impact of the Juice Transaction).
Operating profit decreased 70%, primarily reflecting the unfavorable impact of a prior-year gain of $3.0 billion associated with
the Juice Transaction and the current-year impairment charges of $113 million related to our TBG investment, partially offset by
the prior-year impairment and other related charges of $141 million due to our decision to terminate the agreement with Vital to
distribute Bang Energy drinks. Operating profit also decreased due to certain operating cost increases, including information
technology costs, a 20-percentage-point impact of higher commodity costs, primarily sweeteners and energy, the decrease in
organic volume and higher advertising and marketing expenses. Additionally, operating profit decreased by a 12-percentage-point
unfavorable impact of a prior-year gain on an asset sale and a 4-percentage-point impact of net unfavorable insurance
adjustments. These impacts were partially offset by the effective net pricing and productivity savings.
LatAm
12 Weeks
Net revenue increased 18%, primarily reflecting effective net pricing and a 6-percentage-point impact of favorable foreign
exchange, partially offset by a net decline in organic volume.
Convenient foods unit volume declined 3%, primarily reflecting a double-digit decline in Colombia and a high-single-digit
decline in Brazil. Additionally, Mexico experienced a low-single-digit decline.
Beverage unit volume grew 2%, primarily reflecting double-digit growth in Peru, high-single-digit growth in Colombia and low-
single-digit growth in Mexico and Chile, partially offset by a mid-single-digit
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decline in Brazil and a low-single-digit decline in Argentina. Additionally, Guatemala experienced low-single-digit growth.
Operating profit increased 41%, primarily reflecting the effective net pricing, a 23-percentage-point favorable impact of
impairment and other charges associated with the sale of certain non-strategic brands compared to the prior year and productivity
savings. These impacts were partially offset by certain operating cost increases, a 15-percentage-point impact of higher
commodity costs, primarily grains and potatoes, the net decline in organic volume, higher advertising and marketing expenses
and a 7-percentage-point unfavorable impact of certain indirect tax credits in Brazil compared to the prior year. Favorable foreign
exchange contributed 9 percentage points to operating profit growth.
24 Weeks
Net revenue increased 19%, primarily reflecting effective net pricing and a 6-percentage-point impact of favorable foreign
exchange, partially offset by a net decline in organic volume.
Convenient foods unit volume declined 1.5%, primarily reflecting a double-digit decline in Colombia and a mid-single-digit
decline in Brazil, partially offset by low-single-digit growth in Mexico.
Beverage unit volume grew 3%, primarily reflecting double-digit growth in Peru, high-single-digit growth in Colombia and mid-
single-digit growth in Mexico and Chile, partially offset by a mid-single-digit decline in Argentina. Additionally, Brazil and
Guatemala each experienced low-single-digit growth.
Operating profit increased 29%, primarily reflecting the effective net pricing, a 13-percentage-point favorable impact of
impairment and other charges associated with the sale of certain non-strategic brands compared to the prior year and productivity
savings. These impacts were partially offset by certain operating cost increases, a 16-percentage-point impact of higher
commodity costs, primarily grains and potatoes, higher advertising and marketing expenses, the net decline in organic volume
and a 5-percentage-point unfavorable impact of certain indirect tax credits in Brazil compared to the prior year. Favorable foreign
exchange contributed 8 percentage points to operating profit growth.
Europe
12 Weeks
Net revenue increased 13%, primarily reflecting effective net pricing, partially offset by a 4-percentage-point impact of
unfavorable foreign exchange and a 2-percentage-point unfavorable impact of the termination of a distribution agreement in the
prior year.
Convenient foods unit volume grew 2%, primarily reflecting high-single-digit growth in Russia and double-digit growth in
Turkey and Ukraine, partially offset by high-single-digit declines in the United Kingdom and France and a double-digit decline in
Spain. Additionally, the Netherlands grew slightly.
Beverage unit volume declined 1%, primarily reflecting high-single-digit declines in Russia and Germany and a double-digit
decline in France, partially offset by double-digit growth in Turkey and low-single-digit growth in the United Kingdom.
Operating profit improvement primarily reflects the favorable impact of prior-year charges associated with the Russia-Ukraine
conflict, the effective net pricing and productivity savings, partially offset by certain operating cost increases, a 56-percentage-
point impact of higher commodity costs, primarily sweeteners, cooking oil and other ingredients, higher advertising and
marketing expenses, a net decline in organic volume and higher restructuring and impairment charges. Unfavorable foreign
exchange negatively impacted operating profit improvement by 10 percentage points.
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24 Weeks
Net revenue increased 10%, reflecting effective net pricing, partially offset by an organic volume decline, a 4-percentage-point
impact of unfavorable foreign exchange and a 3-percentage-point unfavorable impact primarily from the termination of a
distribution agreement.
Convenient foods unit volume declined 1%, primarily reflecting high-single-digit declines in the United Kingdom and Spain and
a low-single-digit decline in France, partially offset by double-digit growth in Turkey, low-single-digit growth in Russia and
slight growth in the Netherlands.
Beverage unit volume declined 5%, primarily reflecting double-digit declines in Russia, Germany and France, partially offset by
high-single-digit growth in Turkey. Additionally, the United Kingdom experienced a low-single-digit decline.
Operating profit improvement primarily reflects the favorable impact of prior-year charges associated with the Russia-Ukraine
conflict and impairment of intangible assets related to the repositioning or discontinuation of certain juice and dairy brands in
Russia (brand portfolio impairment charges), the effective net pricing, productivity savings and an 8-percentage-point favorable
impact of higher payments to employees for a change in pension benefits in the prior year. These impacts were partially offset by
certain operating cost increases, an 79-percentage-point impact of higher commodity costs, primarily sweeteners, cooking oil and
other ingredients and the unfavorable impact of the prior-year gain associated with the Juice Transaction. Additionally, operating
profit improvement was negatively impacted by the organic volume decline, higher restructuring and impairment charges and
higher advertising and marketing expenses. Unfavorable foreign exchange negatively impacted operating profit improvement by
10 percentage points.
AMESA
12 Weeks
Net revenue decreased 8%, primarily reflecting a 25-percentage-point impact of unfavorable foreign exchange, driven primarily
by weakening of the Egyptian pound, and an organic volume decline, partially offset by effective net pricing.
Convenient foods unit volume declined 6%, primarily reflecting a double-digit decline in South Africa, partially offset by double-
digit growth in the Middle East and mid-single-digit growth in Pakistan. Additionally, India experienced a mid-single-digit
decline.
Beverage unit volume declined 3%, primarily reflecting a double-digit decline in Pakistan and a mid-single-digit decline in
Nigeria, partially offset by low-single-digit growth in the Middle East and India.
Operating profit decreased 14%, primarily reflecting a 65-percentage-point impact of higher commodity costs, primarily grains,
packaging materials and cooking oil, largely driven by transaction-related foreign exchange. Operating profit performance was
also negatively impacted by certain operating cost increases, the organic volume decline and higher advertising and marketing
expenses. These impacts were partially offset by the effective net pricing and productivity savings. Unfavorable foreign exchange
negatively impacted operating profit performance by 21 percentage points, primarily due to weakening of the Egyptian pound.
24 Weeks
Net revenue decreased 4%, primarily reflecting a 26-percentage-point impact of unfavorable foreign exchange, driven primarily
by weakening of the Egyptian pound, and a net organic volume decline, partially offset by effective net pricing.
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Convenient foods unit volume declined 7%, primarily reflecting a double-digit decline in South Africa, partially offset by double-
digit growth in the Middle East and low-single-digit growth in Pakistan. Additionally, India experienced a mid-single-digit
decline.
Beverage unit volume grew 2%, primarily reflecting double-digit growth in India and mid-single-digit growth in the Middle East,
partially offset by a double-digit decline in Pakistan and a low-single-digit decline in Nigeria.
Operating profit decreased 11%, primarily reflecting a 70-percentage-point impact of higher commodity costs, primarily
packaging materials, grains and cooking oil, largely driven by transaction-related foreign exchange. Operating profit performance
was also negatively impacted by certain operating cost increases and higher advertising and marketing expenses. These impacts
were partially offset by the effective net pricing and productivity savings. Unfavorable foreign exchange negatively impacted
operating profit performance by 22 percentage points, primarily due to weakening of the Egyptian pound.
APAC
12 Weeks
Net revenue increased 1%, reflecting effective net pricing, partially offset by a net organic volume decline. Unfavorable foreign
exchange reduced net revenue growth by 6 percentage points.
Convenient foods unit volume declined 4%, primarily reflecting a double-digit decline in Thailand and a high-single-digit decline
in Australia, partially offset by low-single-digit growth in China.
Beverage unit volume grew 7%, primarily reflecting double-digit growth in China and Thailand and high-single-digit growth in
Vietnam, partially offset by a double-digit decline in the Philippines.
Operating profit increased 8%, primarily reflecting the effective net pricing and productivity savings. These impacts were
partially offset by certain operating cost increases, higher advertising and marketing expenses and a 9-percentage-point impact of
higher commodity costs, primarily potatoes and other ingredients. Unfavorable foreign exchange reduced operating profit growth
by 5 percentage points.
24 Weeks
Net revenue decreased slightly, primarily reflecting a 6-percentage-point impact of unfavorable foreign exchange and a net
organic volume decline, partially offset by effective net pricing.
Convenient foods unit volume declined slightly, primarily reflecting a double-digit decline in Thailand and a high-single-digit
decline in Australia, partially offset by mid-single-digit growth in China.
Beverage unit volume grew 5%, primarily reflecting high-single-digit growth in China and Thailand and double-digit growth in
Vietnam, partially offset by a double-digit decline in the Philippines.
Operating profit increased 7%, primarily reflecting the effective net pricing and productivity savings. These impacts were
partially offset by certain operating cost increases, a 10-percentage-point impact of higher commodity costs, primarily potatoes
and other ingredients, and higher advertising and marketing expenses. Unfavorable foreign exchange reduced operating profit
growth by 6 percentage points.
Non-GAAP Measures
Certain financial measures contained in this Form 10-Q adjust for the impact of specified items and are not in accordance with
GAAP. We use non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of
our annual operating plan, evaluation of our overall business performance and as a factor in determining compensation for certain
employees. We believe presenting non-GAAP financial measures in this Form 10-Q provides additional information to facilitate
comparison of our historical operating results and trends in our underlying operating results and provides
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additional transparency on how we evaluate our business. We also believe presenting these measures in this Form 10-Q allows
investors to view our performance using the same measures that we use in evaluating our financial and business performance and
trends.
We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or
that could affect an understanding of our ongoing financial and business performance or trends. Examples of items for which we
may make adjustments include: amounts related to mark-to-market gains or losses (non-cash); charges related to restructuring
plans; charges associated with acquisitions and divestitures; gains associated with divestitures; asset impairment charges (non-
cash); pension and retiree medical-related amounts, including all settlement and curtailment gains and losses; charges or
adjustments related to the enactment of new laws, rules or regulations, such as tax law changes; amounts related to the resolution
of tax positions; tax benefits related to reorganizations of our operations; debt redemptions, cash tender or exchange offers; and
remeasurements of net monetary assets. See below and “Items Affecting Comparability” for a description of adjustments to our
GAAP financial measures in this Form 10-Q.
Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a
substitute for the related financial information prepared in accordance with GAAP. In addition, our non-GAAP financial
measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.
The following non-GAAP financial measures contained in this Form 10-Q are discussed below:
Cost of sales, gross profit, selling, general and administrative expenses, gain associated with the Juice Transaction, impairment
of intangible assets, other pension and retiree medical benefits income/(expense), provision for income taxes, net income
attributable to noncontrolling interests and net income attributable to PepsiCo, each adjusted for items affecting comparability,
operating profit and net income attributable to PepsiCo per common share – diluted, each adjusted for items affecting
comparability and the corresponding constant currency growth rates
These measures exclude the net impact of mark-to-market gains and losses on centrally managed commodity derivatives that do
not qualify for hedge accounting, restructuring and impairment charges related to our 2019 Productivity Plan, charges associated
with our acquisitions and divestitures, the gain associated with the Juice Transaction, impairment and other charges/credits
comprised of Russia-Ukraine conflict charges, brand portfolio impairment charges and other impairment charges, and the impact
of settlement and curtailment gains and losses related to pension and retiree medical plans (see “Items Affecting Comparability”
for a detailed description of each of these items). We also evaluate performance on operating profit and net income attributable to
PepsiCo per common share – diluted, each adjusted for items affecting comparability on a constant currency basis, which
measure our financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect
for the comparable prior-year period. In order to compute our constant currency results, we multiply or divide, as appropriate, our
current-year U.S. dollar results by the current-year average foreign exchange rates and then multiply or divide, as appropriate,
those amounts by the prior-year average foreign exchange rates. We believe these measures provide useful information in
evaluating the results of our business because they exclude items that we believe are not indicative of our ongoing performance
or that we believe impact comparability with the prior year.
Organic revenue growth
We define organic revenue growth as a measure that adjusts for the impacts of foreign exchange translation, acquisitions and
divestitures and where applicable, the impact of the 53rd reporting week, including in our fourth quarter 2022 financial results. We
believe organic revenue growth provides useful
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information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing
performance or that we believe impact comparability with the prior year.
See “Net Revenue and Organic Revenue Growth” in “Results of Operations – Division Review” for further information.
Free cash flow
We define free cash flow as net cash from operating activities less capital spending, plus sales of property, plant and equipment.
Since net capital spending is essential to our product innovation initiatives and maintaining our operational capabilities, we
believe that it is a recurring and necessary use of cash. As such, we believe investors should also consider net capital spending
when evaluating our cash from operating activities. Free cash flow is used by us primarily for acquisitions and financing
activities, including debt repayments, dividends and share repurchases. Free cash flow is not a measure of cash available for
discretionary expenditures since we have certain non-discretionary obligations such as debt service that are not deducted from the
measure.
See “Free Cash Flow” in “Our Liquidity and Capital Resources” for further information.
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(a) Provision for income taxes is the expected tax charge/benefit on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax
jurisdiction.
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Operating Activities
During the 24 weeks ended June 17, 2023, net cash provided by operating activities was $2.0 billion, compared to net cash
provided by operating activities of $1.9 billion in the prior-year period. The increase in operating cash flow primarily reflects
favorable operating profit performance, partially offset by unfavorable working capital comparisons and higher net cash tax
payments in the current year.
Investing Activities
During the 24 weeks ended June 17, 2023, net cash used for investing activities was $1.4 billion, primarily reflecting net capital
spending of $1.4 billion.
We regularly review our plans with respect to net capital spending, including in light of the ongoing uncertainty caused by the
Russia-Ukraine conflict on our business, and believe that we have sufficient liquidity to meet our net capital spending needs.
Financing Activities
During the 24 weeks ended June 17, 2023, net cash provided by financing activities was $0.7 billion, primarily reflecting net
proceeds of short-term borrowings of $3.7 billion and proceeds from the issuances of long-term debt of $3.0 billion, partially
offset by the return of operating cash flow to our shareholders through dividend payments and share repurchases of $3.7 billion
and payments of long-term debt of $2.3 billion.
We annually review our capital structure with our Board of Directors, including our dividend policy and share repurchase
activity. On February 10, 2022, we announced a share repurchase program providing for the repurchase of up to $10.0 billion of
PepsiCo common stock which commenced on February 11, 2022 and will expire on February 28, 2026. In addition, on February
9, 2023, we announced a 10% increase in our annualized dividend to $5.06 per share from $4.60 per share, effective with the
dividend paid in June 2023. We expect to return a total of approximately $7.7 billion to shareholders in 2023, comprising
dividends of approximately $6.7 billion and share repurchases of approximately $1.0 billion.
Free Cash Flow
The table below reconciles net cash provided by operating activities, as reflected on our cash flow statement, to our free cash
flow. Free cash flow is a non-GAAP financial measure. For further information on free cash flow, see “Non-GAAP Measures.”
24 Weeks Ended
6/17/2023 6/11/2022
Net cash provided by operating activities, GAAP measure $ 2,019 $ 1,881
Capital spending (1,513) (1,499)
Sales of property, plant and equipment 122 222
Free cash flow, non-GAAP measure $ 628 $ 604
We use free cash flow primarily for acquisitions and financing activities, including debt repayments, dividends and share
repurchases. We expect to continue to return free cash flow to our shareholders primarily through dividends while maintaining
Tier 1 commercial paper access, which we believe will facilitate appropriate financial flexibility and ready access to global
capital and credit markets at favorable interest rates. See “Our Business Risks” included in this Form 10-Q and “Item 1A. Risk
Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business
Risks,” included in our 2022 Form 10-K, for certain factors that may impact our credit ratings or our operating cash flows.
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Any downgrade of our credit ratings by a credit rating agency, especially any downgrade to below investment grade, whether or
not as a result of our actions or factors which are beyond our control, could increase our future borrowing costs and impair our
ability to access capital and credit markets on terms commercially acceptable to us, or at all. In addition, any downgrade of our
current short-term credit ratings could impair our ability to access the commercial paper market with the same flexibility that we
have experienced historically, and therefore require us to rely more heavily on more expensive types of debt financing. See Note
8 to our condensed consolidated financial statements and “Our Business Risks” included in this Form 10-Q, as well as “Item 1A.
Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our
Business Risks” included in our 2022 Form 10-K for further information.
Material Changes in Line Items in Our Condensed Consolidated Financial Statements
Material changes in line items in our condensed consolidated statement of income are discussed in “Results of Operations –
Consolidated Review,” “Results of Operations – Division Review” and “Items Affecting Comparability.”
Material changes in line items in our condensed consolidated statement of cash flows are discussed in “Our Liquidity and Capital
Resources.”
Material changes in line items in our condensed consolidated balance sheet are discussed below:
Total Assets
As of June 17, 2023, total assets were $95.9 billion, compared to $92.2 billion as of December 31, 2022. The increase in total
assets is primarily driven by the following line items:
Change(a) Reference
Cash and cash equivalents $ 1.2 Statement of Cash Flows
Accounts and notes receivable, less allowance $ 1.3 (b)
Inventories $ 0.7 (c)
Total Liabilities
As of June 17, 2023, total liabilities were $78.1 billion, compared to $74.9 billion as of December 31, 2022. The increase in total
liabilities is primarily driven by the following line items:
Change(a) Reference
Short-term debt obligations $ 4.2 (d)
Accounts payable and other current liabilities $ (1.4) (e)
(a) In billions.
(b) Primarily reflects favorable operating performance.
(c) Primarily reflects seasonal build of inventory.
(d) Primarily reflects issuances of commercial paper. See Note 8 to our condensed consolidated financial statements for further information.
(e) Primarily reflects payments of production and capital expenditure payables across our divisions.
Total Equity
See our condensed consolidated statement of equity and Notes 9 and 11 to our condensed consolidated financial statements.
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ITEM 6. Exhibits.
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INDEX TO EXHIBITS
ITEM 6
EXHIBIT
Exhibit 3.1 Amended and Restated Articles of Incorporation of PepsiCo, Inc., effective as of May 1, 2019, which are
incorporated herein by reference to Exhibit 3.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 3, 2019.
Exhibit 3.2 By-Laws of PepsiCo, Inc., as amended and restated, effective as of April 15, 2020, which are incorporated
herein by reference to Exhibit 3.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 16, 2020.
Exhibit 15 Letter re: Unaudited Interim Financial Information.
Exhibit 31 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002.
Exhibit 32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Exhibit 99.1 364 Day Credit Agreement, dated as of May 26, 2023, among PepsiCo, as borrower, the lenders named
therein, and Citibank, N.A., as administrative agent, which is incorporated by reference to Exhibit 99.1 to
PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30,
2023.
Exhibit 99.2 Five Year Credit Agreement, dated as of May 26, 2023, among PepsiCo, as borrower, the lenders named
therein, and Citibank, N.A., as administrative agent, which is incorporated by reference to Exhibit 99.2 to
PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30,
2023.
Exhibit 101 The following materials from PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 17,
2023 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated
Statement of Income, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the
Condensed Consolidated Statement of Cash Flows, (iv) the Condensed Consolidated Balance Sheet, (v) the
Condensed Consolidated Statement of Equity, and (vi) Notes to the Condensed Consolidated Financial
Statements.
Exhibit 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 17, 2023,
formatted in iXBRL and contained in Exhibit 101.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PepsiCo, Inc.
(Registrant)
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EXHIBIT 15
Accountant’s Acknowledgement
We hereby acknowledge our awareness of the use of our report dated July 12, 2023 included within the Quarterly Report on Form 10-Q of PepsiCo, Inc. for the twelve and
twenty-four weeks ended June 17, 2023, and incorporated by reference in the following Registration Statements and in the related Prospectuses:
Form S-3
• PepsiCo Automatic Shelf Registration Statement, 333-266332
• PepsiCo Automatic Shelf Registration Statement, 333-234767
• PepsiCo Automatic Shelf Registration Statement, 333-216082
• PepsiCo Automatic Shelf Registration Statement, 333-197640
• PepsiCo Automatic Shelf Registration Statement, 333-177307
• PepsiCo Automatic Shelf Registration Statement, 333-154314
• PepsiCo Automatic Shelf Registration Statement, 333-133735
• PepsiAmericas, Inc. 2000 Stock Incentive Plan, 333-165176
• PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive
Plan and PBG Stock Incentive Plan, 333-165177
Form S-8
• The PepsiCo Savings Plan, 333-76204, 333-76196, 333-150867 and 333-150868
• PepsiCo, Inc. 2007 Long-Term Incentive Plan, 333-142811 and 333-166740
• PepsiCo, Inc. 2003 Long-Term Incentive Plan, 333-109509
• PepsiCo SharePower Stock Option Plan, 33-29037, 33-35602, 33-42058, 33-51496, 33-54731, 33-66150 and 333-109513
• Director Stock Plan, 33-22970 and 333-110030
• 1979 Incentive Plan and the 1987 Incentive Plan, 33-19539
• 1994 Long-Term Incentive Plan, 33-54733
• PepsiCo, Inc. 1995 Stock Option Incentive Plan, 33-61731, 333-09363 and 333-109514
• 1979 Incentive Plan, 2-65410
• PepsiCo, Inc. Long Term Savings Program, 2-82645, 33-51514 and 33-60965
• PepsiCo 401(k) Plan, 333-89265
• Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates (Teamster Local Union #173) and the Retirement Savings and
Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates, 333-65992
• 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, 333-66632
• The Quaker 401(k) Plan for Salaried Employees and The Quaker 401(k) Plan for Hourly Employees, 333-66634
• The PepsiCo Share Award Plan, 333-87526
• PBG 401(k) Savings Program, PBG 401(k) Program, PepsiAmericas, Inc. Salaried 401(k) Plan and PepsiAmericas, Inc. Hourly 401(k) Plan, 333-165106
• PBG 2004 Long Term Incentive Plan, PBG 2002 Long Term Incentive Plan, PBG Long Term Incentive Plan, The Pepsi Bottling Group, Inc. 1999 Long Term Incentive
Plan, PBG Directors’ Stock Plan, PBG Stock Incentive Plan and PepsiAmericas, Inc. 2000 Stock Incentive Plan, 333-165107
Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent
registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
In connection with the Quarterly Report of PepsiCo, Inc. (the “Corporation”) on Form 10-Q for the quarterly period ended June 17, 2023 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Ramon L. Laguarta, Chairman of the Board of Directors and Chief Executive
Officer of the Corporation, certify to my knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Corporation.
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PepsiCo, Inc. (the “Corporation”) on Form 10-Q for the quarterly period ended June 17, 2023 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Hugh F. Johnston, Chief Financial Officer of the Corporation, certify to my
knowledge, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Corporation.