UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 4, 2021 (36~~March 19, 2022 (12 weeks)


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-1183


PepsiCo, Inc.

(Exact Name of Registrant as Specified in its Charter)



North Carolina						13-1584302
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

700 Anderson Hill Road, Purchase, New York 10577


(Address of principal executive offices and Zip Code)

(914) 253-2000


Registrant's telephone number, including area code

N/A


(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

2.500% Senior Notes Due 2022

PEP22a

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

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

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 ☒

Number of shares of Common Stock outstanding as of ~~September 28, 2021~~April 19, 2022 was ~~1,382,652,943.~~1,382,683,559.

Table of Contents

PepsiCo, Inc. and Subsidiaries

Table of Contents


		Page No.
Part I Financial Information
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Statement of Income – 12 ~~and 36~~ Weeks Ended ~~September 4,~~March 19, 2022 and March 20, 2021 ~~and September 5, 2020~~	3
	Condensed Consolidated Statement of Comprehensive Income – 12 ~~and 36~~ Weeks Ended ~~September 4,~~March 19, 2022 and March 20, 2021 ~~and September 5, 2020~~	4
	Condensed Consolidated Statement of Cash Flows – 3612 Weeks Ended ~~September 4,~~March 19, 2022 and March 20, 2021 ~~and September 5, 2020~~	5
	Condensed Consolidated Balance Sheet – ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020~~25, 2021	7
	Condensed Consolidated Statement of Equity – 12 ~~and 36~~ Weeks Ended ~~September 4,~~March 19, 2022 and March 20, 2021 ~~and September 5, 2020~~	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2924
Report of Independent Registered Public Accounting Firm		5143
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5244
Item 4.	Controls and Procedures	5244
Part II Other Information
Item 1.	Legal Proceedings	5345
Item 1A.	Risk Factors	5345
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5346
Item 6.	Exhibits	5346

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements.

Condensed Consolidated Statement of Income

PepsiCo, Inc. and Subsidiaries

(in millions except per share amounts, unaudited)


		12 Weeks Ended				36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020		9/4/2021		9/5/2020				3/19/2022		3/20/2021
Net Revenue	Net Revenue	$	20,189	$	18,091	$	54,226	$	47,917	Net Revenue		$	16,200	$	14,820
Cost of sales	Cost of sales	9,394		8,156		24,945		21,371		Cost of sales		7,433		6,671
Gross profit	Gross profit	10,795		9,935		29,281		26,546		Gross profit		8,767		8,149
Selling, general and administrative expenses	Selling, general and administrative expenses	7,636		6,924		20,681		19,292		Selling, general and administrative expenses		6,822		5,837
Gain associated with the Juice Transaction (a)										Gain associated with the Juice Transaction (a)		(3,322)		—
Operating Profit	Operating Profit	3,159		3,011		8,600		7,254		Operating Profit		5,267		2,312
Other pension and retiree medical benefits income	Other pension and retiree medical benefits income	118		86		364		247		Other pension and retiree medical benefits income		134		120
Net interest expense and other	Net interest expense and other	(232)		(264)		(731)		(789)		Net interest expense and other		(240)		(258)
Income before income taxes	Income before income taxes	3,045		2,833		8,233		6,712		Income before income taxes		5,161		2,174
Provision for income taxes	Provision for income taxes	802		526		1,895		1,396		Provision for income taxes		888		451
Net income	Net income	2,243		2,307		6,338		5,316		Net income		4,273		1,723
Less: Net income attributable to noncontrolling interests	Less: Net income attributable to noncontrolling interests	19		16		42		41		Less: Net income attributable to noncontrolling interests		12		9
Net Income Attributable to PepsiCo	Net Income Attributable to PepsiCo	$	2,224	$	2,291	$	6,296	$	5,275	Net Income Attributable to PepsiCo		$	4,261	$	1,714
Net Income Attributable to PepsiCo per Common Share	Net Income Attributable to PepsiCo per Common Share									Net Income Attributable to PepsiCo per Common Share
Basic	Basic	$	1.61	$	1.66	$	4.56	$	3.80	Basic		$	3.08	$	1.24
Diluted	Diluted	$	1.60	$	1.65	$	4.54	$	3.79	Diluted		$	3.06	$	1.24
Weighted-average common shares outstanding	Weighted-average common shares outstanding									Weighted-average common shares outstanding
Basic	Basic	1,382		1,384		1,381		1,387		Basic		1,383		1,380
Diluted	Diluted	1,389		1,390		1,388		1,393		Diluted		1,391		1,387

(a)In the 12 weeks ended March 19, 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners for approximately $3.5 billion in cash and a 39% noncontrolling interest in a newly formed joint venture (Tropicana JV) operating across North America and Europe (Juice Transaction). See Note 11 for further information.

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Statement of Comprehensive Income

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)


		12 Weeks Ended				36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020		9/4/2021		9/5/2020				3/19/2022		3/20/2021
Net income	Net income	$	2,243	$	2,307	$	6,338	$	5,316	Net income		$	4,273	$	1,723
Other comprehensive (loss)/income, net of taxes:	Other comprehensive (loss)/income, net of taxes:									Other comprehensive (loss)/income, net of taxes:
Net currency translation adjustment	Net currency translation adjustment	(335)		414		64		(1,136)		Net currency translation adjustment		(560)		131
Net change on cash flow hedges	Net change on cash flow hedges	(21)		11		144		(37)		Net change on cash flow hedges		106		72
Net pension and retiree medical adjustments	Net pension and retiree medical adjustments	90		(1)		141		119		Net pension and retiree medical adjustments		13		27
Other	Other	—		(3)		2		(3)		Other		(4)		—
		(266)		421		351		(1,057)				(445)		230
Comprehensive income	Comprehensive income	1,977		2,728		6,689		4,259		Comprehensive income		3,828		1,953
Less: Comprehensive income attributable to noncontrolling interests	Less: Comprehensive income attributable to noncontrolling interests	19		16		42		41		Less: Comprehensive income attributable to noncontrolling interests		12		9
Comprehensive Income Attributable to PepsiCo	Comprehensive Income Attributable to PepsiCo	$	1,958	$	2,712	$	6,647	$	4,218	Comprehensive Income Attributable to PepsiCo		$	3,816	$	1,944

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Statement of Cash Flows

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)


		36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020			3/19/2022		3/20/2021
Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	6,338	$	5,316	Net income	$	4,273	$	1,723
Depreciation and amortization	Depreciation and amortization	1,863		1,731		Depreciation and amortization	555		560
Gain associated with the Juice Transaction						Gain associated with the Juice Transaction	(3,322)		—
Brand portfolio impairment charges						Brand portfolio impairment charges	241		—
Russia-Ukraine conflict charges						Russia-Ukraine conflict charges	241		—
Operating lease right-of-use asset amortization						Operating lease right-of-use asset amortization	103		99
Share-based compensation expense	Share-based compensation expense	215		186		Share-based compensation expense	81		79
Restructuring and impairment charges	Restructuring and impairment charges	129		124		Restructuring and impairment charges	27		43
Cash payments for restructuring charges	Cash payments for restructuring charges	(165)		(166)		Cash payments for restructuring charges	(32)		(49)
Acquisition and divestiture-related charges	Acquisition and divestiture-related charges	12		286		Acquisition and divestiture-related charges	56		(10)
Cash payments for acquisition and divestiture-related charges	Cash payments for acquisition and divestiture-related charges	(25)		(97)		Cash payments for acquisition and divestiture-related charges	(17)		(7)
Pension and retiree medical plan expenses		81		121
Pension and retiree medical plan (income)/expense						Pension and retiree medical plan (income)/expense	(1)		21
Pension and retiree medical plan contributions	Pension and retiree medical plan contributions	(715)		(501)		Pension and retiree medical plan contributions	(178)		(413)
Deferred income taxes and other tax charges and credits	Deferred income taxes and other tax charges and credits	261		96		Deferred income taxes and other tax charges and credits	257		108
Tax expense related to the Tax Cuts and Jobs Act (TCJ Act)		190		—
Tax payments related to the TCJ Act		(309)		(78)

Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:
Accounts and notes receivable	Accounts and notes receivable	(1,416)		(1,430)		Accounts and notes receivable	(837)		(455)
Inventories	Inventories	(579)		(549)		Inventories	(549)		(397)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(46)		(202)		Prepaid expenses and other current assets	(190)		(210)
Accounts payable and other current liabilities	Accounts payable and other current liabilities	99		289		Accounts payable and other current liabilities	(1,238)		(1,906)
Income taxes payable	Income taxes payable	645		583		Income taxes payable	489		227
Other, net	Other, net	56		414		Other, net	(133)		(132)
Net Cash Provided by Operating Activities		6,634		6,123
Net Cash Used for Operating Activities						Net Cash Used for Operating Activities	(174)		(719)

Investing Activities	Investing Activities					Investing Activities
Capital spending	Capital spending	(2,276)		(2,074)		Capital spending	(522)		(471)
Sales of property, plant and equipment	Sales of property, plant and equipment	40		26		Sales of property, plant and equipment	3		5
Acquisitions, net of cash acquired, and investments in noncontrolled affiliates	Acquisitions, net of cash acquired, and investments in noncontrolled affiliates	(28)		(6,373)		Acquisitions, net of cash acquired, and investments in noncontrolled affiliates	(13)		(13)
Divestitures and sales of investments in noncontrolled affiliates		158		4
Proceeds associated with the Juice Transaction						Proceeds associated with the Juice Transaction	3,456		—
Other divestitures and sales of investments in noncontrolled affiliates						Other divestitures and sales of investments in noncontrolled affiliates	5		35
Short-term investments, by original maturity:	Short-term investments, by original maturity:					Short-term investments, by original maturity:
More than three months - purchases		—		(400)

More than three months - maturities	More than three months - maturities	1,135		—		More than three months - maturities	—		535

Three months or less, net	Three months or less, net	(65)		23		Three months or less, net	22		3
Other investing, net	Other investing, net	6		33		Other investing, net	4		—
Net Cash Used for Investing Activities		(1,030)		(8,761)
Net Cash Provided by Investing Activities						Net Cash Provided by Investing Activities	2,955		94

(Continued on following page)

Table of Contents

Condensed Consolidated Statement of Cash Flows (continued)

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)


		36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020			3/19/2022		3/20/2021
Financing Activities	Financing Activities					Financing Activities
Proceeds from issuances of long-term debt		—		10,564

Payments of long-term debt	Payments of long-term debt	(2,454)		(814)		Payments of long-term debt	(1,251)		(1)

Short-term borrowings, by original maturity:	Short-term borrowings, by original maturity:					Short-term borrowings, by original maturity:
More than three months - proceeds	More than three months - proceeds	—		4,069		More than three months - proceeds	559		—
More than three months - payments	More than three months - payments	(397)		(1,801)		More than three months - payments	—		(396)
Three months or less, net	Three months or less, net	19		(11)		Three months or less, net	647		53

Cash dividends paid	Cash dividends paid	(4,328)		(4,094)		Cash dividends paid	(1,505)		(1,429)
Share repurchases - common	Share repurchases - common	(106)		(1,543)		Share repurchases - common	(193)		(106)

Proceeds from exercises of stock options	Proceeds from exercises of stock options	146		145		Proceeds from exercises of stock options	49		62
Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted	Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted	(82)		(86)		Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted	(85)		(71)
Other financing	Other financing	(19)		(18)		Other financing	(1)		—
Net Cash (Used for)/Provided by Financing Activities		(7,221)		6,411
Net Cash Used for Financing Activities						Net Cash Used for Financing Activities	(1,780)		(1,888)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	Effect of exchange rate changes on cash and cash equivalents and restricted cash	(30)		(184)		Effect of exchange rate changes on cash and cash equivalents and restricted cash	(17)		(10)
Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted Cash		(1,647)		3,589
Net Increase/(Decrease) in Cash and Cash Equivalents and Restricted Cash						Net Increase/(Decrease) in Cash and Cash Equivalents and Restricted Cash	984		(2,523)
Cash and Cash Equivalents and Restricted Cash, Beginning of Year	Cash and Cash Equivalents and Restricted Cash, Beginning of Year	8,254		5,570		Cash and Cash Equivalents and Restricted Cash, Beginning of Year	5,707		8,254
Cash and Cash Equivalents and Restricted Cash, End of Period	Cash and Cash Equivalents and Restricted Cash, End of Period	$	6,607	$	9,159	Cash and Cash Equivalents and Restricted Cash, End of Period	$	6,691	$	5,731

Supplemental Non-Cash Activity	Supplemental Non-Cash Activity					Supplemental Non-Cash Activity
Right-of-use assets obtained in exchange for lease obligations	Right-of-use assets obtained in exchange for lease obligations	$	494	$	431	Right-of-use assets obtained in exchange for lease obligations	$	100	$	167

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Balance Sheet

PepsiCo, Inc. and Subsidiaries

(in millions except per share amounts)


		(Unaudited)					(Unaudited)
		9/4/2021		12/26/2020			3/19/2022		12/25/2021
ASSETS	ASSETS					ASSETS
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	6,506	$	8,185	Cash and cash equivalents	$	6,561	$	5,596
Short-term investments	Short-term investments	344		1,366		Short-term investments	343		392

Accounts and notes receivable, less allowance: 9/21 - $165 and 12/20 - $201		9,545		8,404
Accounts and notes receivable, less allowance: 3/22 - $192 and 12/21 - $147						Accounts and notes receivable, less allowance: 3/22 - $192 and 12/21 - $147	9,424		8,680
Inventories:	Inventories:					Inventories:
Raw materials and packaging	Raw materials and packaging	1,926		1,720		Raw materials and packaging	2,017		1,898
Work-in-process	Work-in-process	178		205		Work-in-process	154		151
Finished goods	Finished goods	2,260		2,247		Finished goods	2,591		2,298
		4,364		4,172			4,762		4,347
Prepaid expenses and other current assets	Prepaid expenses and other current assets	1,058		874		Prepaid expenses and other current assets	1,252		980
Assets held for sale	Assets held for sale	1,893		—		Assets held for sale	—		1,788
Total Current Assets	Total Current Assets	23,710		23,001		Total Current Assets	22,342		21,783
Property, plant and equipment	Property, plant and equipment	45,688		46,340		Property, plant and equipment	46,533		46,828
Accumulated depreciation	Accumulated depreciation	(24,431)		(24,971)		Accumulated depreciation	(24,516)		(24,421)
Property, Plant and Equipment, net	Property, Plant and Equipment, net	21,257		21,369		Property, Plant and Equipment, net	22,017		22,407
Amortizable Intangible Assets, net	Amortizable Intangible Assets, net	1,584		1,703		Amortizable Intangible Assets, net	1,497		1,538
Goodwill	Goodwill	18,531		18,757		Goodwill	18,112		18,381
Other Indefinite-Lived Intangible Assets	Other Indefinite-Lived Intangible Assets	17,291		17,612		Other Indefinite-Lived Intangible Assets	16,603		17,127

Investments in Noncontrolled Affiliates	Investments in Noncontrolled Affiliates	2,791		2,792		Investments in Noncontrolled Affiliates	3,595		2,627
Deferred Income Taxes	Deferred Income Taxes	4,357		4,372		Deferred Income Taxes	4,301		4,310
Other Assets	Other Assets	3,733		3,312		Other Assets	4,495		4,204
Total Assets	Total Assets	$	93,254	$	92,918	Total Assets	$	92,962	$	92,377

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Short-term debt obligations	Short-term debt obligations	$	4,234	$	3,780	Short-term debt obligations	$	5,459	$	4,308
Accounts payable and other current liabilities	Accounts payable and other current liabilities	20,060		19,592		Accounts payable and other current liabilities	20,365		21,159
Liabilities held for sale	Liabilities held for sale	783		—		Liabilities held for sale	—		753
Total Current Liabilities	Total Current Liabilities	25,077		23,372		Total Current Liabilities	25,824		26,220
Long-Term Debt Obligations	Long-Term Debt Obligations	37,023		40,370		Long-Term Debt Obligations	34,590		36,026
Deferred Income Taxes	Deferred Income Taxes	4,529		4,284		Deferred Income Taxes	5,072		4,826
Other Liabilities	Other Liabilities	10,635		11,340		Other Liabilities	9,156		9,154
Total Liabilities	Total Liabilities	77,264		79,366		Total Liabilities	74,642		76,226
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
PepsiCo Common Shareholders’ Equity	PepsiCo Common Shareholders’ Equity					PepsiCo Common Shareholders’ Equity
Common stock, par value 12/3¢ per share (authorized 3,600 shares; issued, net of repurchased common stock at par value: 1,383 and 1,380 shares, respectively)		23		23
Common stock, par value 12/3¢ per share (authorized 3,600 shares; issued, net of repurchased common stock at par value: 1,384 and 1,383 shares, respectively)						Common stock, par value 12/3¢ per share (authorized 3,600 shares; issued, net of repurchased common stock at par value: 1,384 and 1,383 shares, respectively)	23		23
Capital in excess of par value	Capital in excess of par value	3,924		3,910		Capital in excess of par value	3,893		4,001
Retained earnings	Retained earnings	65,336		63,443		Retained earnings	67,934		65,165
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(15,125)		(15,476)		Accumulated other comprehensive loss	(15,343)		(14,898)
Repurchased common stock, in excess of par value (484 and 487 shares, respectively)		(38,286)		(38,446)
Repurchased common stock, in excess of par value (483 and 484 shares, respectively)						Repurchased common stock, in excess of par value (483 and 484 shares, respectively)	(38,305)		(38,248)
Total PepsiCo Common Shareholders’ Equity	Total PepsiCo Common Shareholders’ Equity	15,872		13,454		Total PepsiCo Common Shareholders’ Equity	18,202		16,043
Noncontrolling interests	Noncontrolling interests	118		98		Noncontrolling interests	118		108
Total Equity	Total Equity	15,990		13,552		Total Equity	18,320		16,151
Total Liabilities and Equity	Total Liabilities and Equity	$	93,254	$	92,918	Total Liabilities and Equity	$	92,962	$	92,377

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

Condensed Consolidated Statement of Equity

PepsiCo, Inc. and Subsidiaries

(in millions, except per share amounts, unaudited)


		12 Weeks Ended						36 Weeks Ended							12 Weeks Ended
		9/4/2021			9/5/2020			9/4/2021			9/5/2020					3/19/2022	3/20/2021
		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount					Shares	Amount		Shares	Amount

Common Stock	Common Stock													Common Stock
Balance, beginning of period	Balance, beginning of period	1,382	$	23	1,385	$	23	1,380	$	23	1,391	$	23	Balance, beginning of period			1,383	$	23	1,380	$	23
Change in repurchased common stock	Change in repurchased common stock	1	—		(2)	—		3	—		(8)	—		Change in repurchased common stock			1	—		2	—
Balance, end of period	Balance, end of period	1,383	23		1,383	23		1,383	23		1,383	23		Balance, end of period			1,384	23		1,382	23
Capital in Excess of Par Value	Capital in Excess of Par Value													Capital in Excess of Par Value
Balance, beginning of period	Balance, beginning of period		3,863			3,772			3,910			3,886		Balance, beginning of period				4,001			3,910
Share-based compensation expense	Share-based compensation expense		70			85			215			186		Share-based compensation expense				83			80

Stock option exercises, RSUs and PSUs converted	Stock option exercises, RSUs and PSUs converted		—			(2)			(119)			(138)		Stock option exercises, RSUs and PSUs converted				(106)			(119)
Withholding tax on RSUs and PSUs converted	Withholding tax on RSUs and PSUs converted		(9)			(7)			(82)			(86)		Withholding tax on RSUs and PSUs converted				(85)			(71)

Balance, end of period	Balance, end of period		3,924			3,848			3,924			3,848		Balance, end of period				3,893			3,800
Retained Earnings	Retained Earnings													Retained Earnings
Balance, beginning of period	Balance, beginning of period		64,605			62,145			63,443			61,946		Balance, beginning of period				65,165			63,443
Cumulative effect of accounting changes			—			—			—			(34)

Net income attributable to PepsiCo	Net income attributable to PepsiCo		2,224			2,291			6,296			5,275		Net income attributable to PepsiCo				4,261			1,714
Cash dividends declared – common (a)	Cash dividends declared – common (a)		(1,493)			(1,423)			(4,403)			(4,174)		Cash dividends declared – common (a)				(1,492)			(1,417)

Balance, end of period	Balance, end of period		65,336			63,013			65,336			63,013		Balance, end of period				67,934			63,740
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss													Accumulated Other Comprehensive Loss
Balance, beginning of period	Balance, beginning of period		(14,859)			(15,778)			(15,476)			(14,300)		Balance, beginning of period				(14,898)			(15,476)
Other comprehensive (loss)/income attributable to PepsiCo	Other comprehensive (loss)/income attributable to PepsiCo		(266)			421			351			(1,057)		Other comprehensive (loss)/income attributable to PepsiCo				(445)			230
Balance, end of period	Balance, end of period		(15,125)			(15,357)			(15,125)			(15,357)		Balance, end of period				(15,343)			(15,246)
Repurchased Common Stock	Repurchased Common Stock													Repurchased Common Stock
Balance, beginning of period	Balance, beginning of period	(485)	(38,333)		(482)	(37,671)		(487)	(38,446)		(476)	(36,769)		Balance, beginning of period			(484)	(38,248)		(487)	(38,446)
Share repurchases	Share repurchases	—	—		(3)	(400)		(1)	(106)		(12)	(1,559)		Share repurchases			(1)	(213)		(1)	(106)
Stock option exercises, RSUs and PSUs converted	Stock option exercises, RSUs and PSUs converted	1	46		1	27		4	265		4	284		Stock option exercises, RSUs and PSUs converted			2	156		3	182
Other		—	1		—	—		—	1		—	—

Balance, end of period	Balance, end of period	(484)	(38,286)		(484)	(38,044)		(484)	(38,286)		(484)	(38,044)		Balance, end of period			(483)	(38,305)		(485)	(38,370)
Total PepsiCo Common Shareholders’ Equity	Total PepsiCo Common Shareholders’ Equity		15,872			13,483			15,872			13,483		Total PepsiCo Common Shareholders’ Equity				18,202			13,947
Noncontrolling Interests	Noncontrolling Interests													Noncontrolling Interests
Balance, beginning of period	Balance, beginning of period		99			96			98			82		Balance, beginning of period				108			98
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest		19			16			42			41		Net income attributable to noncontrolling interest				12			9
Distributions to noncontrolling interests			—			—			(20)			(15)

Acquisitions			—			—			—			5

Other, net	Other, net		—			—			(2)			(1)		Other, net				(2)			(1)
Balance, end of period	Balance, end of period		118			112			118			112		Balance, end of period				118			106
Total Equity	Total Equity		$	15,990		$	13,595		$	15,990		$	13,595	Total Equity				$	18,320		$	14,053

(a)Cash dividends declared per common share were $1.075 and $1.0225 for the 12 weeks ended ~~September 4,~~March 19, 2022 and March 20, 2021, ~~and September 5, 2020, respectively, and $3.1725 and $3.00 for the 36 weeks ended September 4, 2021 and September 5, 2020,~~ respectively.

See accompanying notes to the condensed consolidated financial statements.

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Notes to the Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation and Our Divisions

Basis of Presentation

When used in this report, the terms “we,” “us,” “our,” “PepsiCo” and the “Company” mean PepsiCo, Inc. and its consolidated subsidiaries, collectively.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information and with the rules and regulations for reporting the Quarterly Report on Form 10-Q (Form 10-Q). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated balance sheet at December ~~26, 2020~~25, 2021 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements have been prepared on a basis that is substantially consistent with the accounting principles applied in our Annual Report on Form 10-K for the fiscal year ended December ~~26, 2020 (2020~~25, 2021 (2021 Form 10-K). This report should be read in conjunction with our ~~2020~~2021 Form 10-K. In our opinion, these financial statements include all normal and recurring adjustments necessary for a fair presentation. The results for the 12 ~~and 36~~ weeks ended ~~September 4, 2021~~March 19, 2022 are not necessarily indicative of the results expected for any future period or the full year.

While our financial results in the United States and Canada (North America) are reported on a 12-week basis, substantially all of our international operations ~~report~~reported on a monthly calendar basis ~~for which~~prior to the fourth quarter of 2021. Beginning in the fourth quarter of 2021, all of our international operations reported on a monthly calendar basis. This change did not have a material impact on our condensed consolidated financial statements. For our international operations, the months of ~~June, July~~January and ~~August~~February are reflected in our results for the 12 weeks ended ~~September 4, 2021 and the months of January through August are reflected in our results for the 36 weeks ended September 4, 2021.~~March 19, 2022.

The preparation of our condensed consolidated financial statements requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and related disclosures. ~~The~~Additionally, the business and economic uncertainty resulting from the novel coronavirus (COVID-19) pandemic and the deadly conflict in Ukraine has made such estimates and assumptions more difficult to calculate. Accordingly, actual results and outcomes could differ from those estimates.

Our significant interim accounting policies include the recognition of a pro rata share of certain estimated annual sales incentives and certain advertising and marketing costs in proportion to revenue or volume, as applicable, and the recognition of income taxes using an estimated annual effective tax rate. Raw materials, direct labor and plant overhead, as well as purchasing and receiving costs, costs directly related to production planning, inspection costs and raw materials handling facilities, are included in cost of sales. The costs of moving, storing and delivering finished product, including merchandising activities, are included in selling, general and administrative expenses.

Unless otherwise noted, tabular dollars are in millions, except per share amounts. All per share amounts reflect common per share amounts, assume dilution unless otherwise noted, and are based on unrounded amounts. Certain reclassifications were made to the prior year’s financial statements to conform to the current year presentation.

Our Divisions

We are organized into 7 reportable segments (also referred to as divisions), as follows:

1)Frito-Lay North America (FLNA), which includes our branded ~~food and snack businesses in the United States and Canada;~~

2)~~Quaker Foods North America (QFNA), which includes our cereal, rice, pasta and other branded~~convenient food businesses in the United States and Canada;

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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 ~~food~~ and ~~snack~~convenient food businesses in Latin America;

5)Europe, which includes all of our beverage ~~food~~ and ~~snack~~convenient food businesses in Europe;

6)Africa, Middle East and South Asia (AMESA), which includes all of our beverage ~~food~~ and ~~snack~~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 ~~food~~ and ~~snack~~convenient food businesses in Asia Pacific, Australia and New Zealand, and China region.

Net revenue of each division is as follows:

12 Weeks Ended 36 Weeks Ended
9/4/2021 9/5/2020 9/4/2021 9/5/2020
FLNA $ 4,653 $ 4,399 $ 13,441 $ 12,746
QFNA 618 608 1,839 1,906
PBNA 6,402 5,958 17,632 15,766
LatAm 2,100 1,654 5,309 4,531
Europe 3,612 3,323 8,693 7,887
AMESA (a)
1,665 1,252 4,150 2,866
APAC (b)
1,139 897 3,162 2,215
Total $ 20,189 $ 18,091 $ 54,226 $ 47,917

~~(a)The increase in net revenue for the 36 weeks ended September 4, 2021 primarily reflects our acquisition of Pioneer Food Group Ltd. (Pioneer Foods). See Note 12 for further information.~~

~~(b)The increase in net revenue for the 36 weeks ended September 4, 2021 primarily reflects our acquisition of Hangzhou Haomusi Food Co., Ltd. (Be & Cheery). See Note 12 for further information.~~


	12 Weeks Ended
		3/19/2022		3/20/2021
FLNA		$	4,839	$	4,236
QFNA		713		646
PBNA		5,353		5,074
LatAm		1,474		1,242
Europe		1,797		1,795
AMESA		1,004		883
APAC		1,020		944
Total		$	16,200	$	14,820

Our primary performance obligation is the distribution and sales of beverage and convenient food ~~and snack~~ products to our customers. The following tables reflect the approximate percentage of net revenue generated between our beverage business and our convenient food ~~and snack~~ business for each of our international divisions, as well as our consolidated net revenue:

12 Weeks Ended
9/4/2021 9/5/2020
Beverage(a)
Food/Snack
Beverage(a)
Food/Snack
LatAm 10 % 90 % 10 % 90 %
Europe 55 % 45 % 55 % 45 %
AMESA 35 % 65 % 30 % 70 %
APAC 25 % 75 % 25 % 75 %
PepsiCo 45 % 55 % 45 % 55 %

~~Table of Contents~~


		36 Weeks Ended									12 Weeks Ended
		9/4/2021				9/5/2020					3/19/2022				3/20/2021
		Beverage(a)		Food/Snack		Beverage(a)		Food/Snack			Beverages(a)		Convenient Foods		Beverages(a)		Convenient Foods
LatAm	LatAm	10	%	90	%	10	%	90	%	LatAm	10	%	90	%	10	%	90	%
Europe	Europe	55	%	45	%	55	%	45	%	Europe	50	%	50	%	50	%	50	%
AMESA	AMESA	35	%	65	%	35	%	65	%	AMESA	30	%	70	%	30	%	70	%
APAC	APAC	25	%	75	%	25	%	75	%	APAC	15	%	85	%	15	%	85	%
PepsiCo(b)	PepsiCo(b)	45	%	55	%	45	%	55	%	PepsiCo(b)	40	%	60	%	45	%	55	%

(a)Beverage revenue from company-owned bottlers, which primarily includes our consolidated bottling operations in our PBNA and Europe ~~segments,~~divisions, is approximately 35% and 40% of our consolidated net revenue in ~~each of~~ the 12 ~~and 36~~ weeks ended ~~September 4,~~March 19, 2022 and March 20, 2021, ~~and September 5, 2020.~~respectively. 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.

(b)The decrease in the percentage of net revenue generated by our beverage business in the 12 weeks ended March 19, 2022 primarily reflects the Juice Transaction. See Note 11 for further information.

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Operating profit of each division is as follows:


		12 Weeks Ended				36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020		9/4/2021		9/5/2020				3/19/2022		3/20/2021
FLNA	FLNA	$	1,357	$	1,353	$	3,979	$	3,833	FLNA		$	1,296	$	1,240
QFNA	QFNA	106		145		384		491		QFNA		159		150
PBNA(a)	PBNA(a)	773		697		1,948		1,391		PBNA(a)		3,434		366
LatAm	LatAm	393		250		967		700		LatAm		323		218
Europe		439		480		975		977
Europe (a) (b)										Europe (a) (b)		(136)		131
AMESA	AMESA	312		193		706		386		AMESA		180		138
APAC	APAC	201		163		601		494		APAC		215		208
Total divisions	Total divisions	3,581		3,281		9,560		8,272		Total divisions		5,471		2,451
Corporate unallocated expenses ~~(a)~~(c)	Corporate unallocated expenses ~~(a)~~(c)	(422)		(270)		(960)		(1,018)		Corporate unallocated expenses ~~(a)~~(c)		(204)		(139)
Total	Total	$	3,159	$	3,011	$	8,600	$	7,254	Total		$	5,267	$	2,312

(a)In the 3612 weeks ended ~~September 4,~~March 19, 2022, we recorded a gain of $3.0 billion and $298 million in our PBNA and Europe divisions, respectively, associated with the Juice Transaction. The total after-tax amount was $2.9 billion or $2.06 per share. See Note 11 for further information.

(b)In the 12 weeks ended March 19, 2022, we recorded pre-tax impairment charges (Brand Portfolio Impairment Charges) of $241 million ($193 million after-tax or $0.14 per share) in selling, general and administrative expenses related to the discontinuation or repositioning of certain juice and dairy brands in Russia. See Note 3 for further information. Also see below for charges taken as a result of the Russia-Ukraine conflict.

(c)In the 12 weeks ended March 20, 2021, we ~~sold~~recorded a pre-tax unrealized gain of $108 million ($82 million after-tax or $0.06 per share) on our short-term investment in a publicly traded company, ~~and~~based on the quoted active market price as of market close on March 19, 2021, the last trading day of our first quarter of 2021. The gain was recorded ~~a pre-tax net gain of $69 million ($52 million after-tax or $0.04 per share), net of discounts,~~ in selling, general and administrative expenses ~~associated with this sale.~~within corporate unallocated expenses. We sold all of these shares during the second quarter of 2021.

Operating profit includes certain pre-tax charges in our Europe division, taken as a result of the Russia-Ukraine conflict. These pre-tax charges are as follows:



	12 Weeks Ended 3/19/2022
Impairment charges related to property, plant and equipment	$	123

Allowance for expected credit losses	37
Inventory write-downs	33



Other	48
Total (a)	$	241
After-tax amount	$	241
Impact on net income attributable to PepsiCo per common share	$	(0.17)

(a)Includes $140 million recorded in cost of sales and $101 million recorded in selling, general and administrative expenses.

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Operating profit includes certain pre-tax charges taken as a result of the COVID-19 ~~pandemic.~~pandemic, primarily related to incremental employee compensation costs, such as certain leave benefits and labor costs, and employee protection costs. These pre-tax charges by division are as follows:

12 Weeks Ended 9/4/2021
Allowances for Expected Credit Losses(a)
Upfront Payments to Customers(b)
Employee Compensation Expense(c)
Employee Protection Costs(d)
Other(e)
Total
FLNA $ (1) $ — $ 2 $ 4 $ 1 $ 6
QFNA (1) — — — — (1)
PBNA (2) (13) 8 2 (7) (12)
LatAm — — 12 4 1 17
Europe (1) (1) 2 1 2 3
AMESA (1) — 1 2 1 3
APAC — — 1 — 1 2
Total $ (6) $ (14) $ 26 $ 13 $ (1) $ 18

~~Table of Contents~~

12 Weeks Ended 9/5/2020
Allowances for Expected Credit Losses(a)
Upfront Payments to Customers(b)
Inventory Write-Downs and Product Returns(f)
Employee Compensation Expense(c)
Employee Protection Costs(d)
Other(e)
Total
FLNA $ — $ — $ 1 $ 24 $ 16 $ — $ 41
QFNA — — — 1 1 1 3
PBNA 3 — 1 14 12 20 50
LatAm — — 6 19 6 1 32
Europe 1 1 — 8 6 — 16
AMESA — — — 1 2 3 6
APAC — — 2 (5) 1 1 (1)
Total $ 4 $ 1 $ 10 $ 62 $ 44 $ 26 $ 147

36 Weeks Ended 9/4/2021
Allowances for Expected Credit Losses(a)
Upfront Payments to Customers(b)
Inventory Write-Downs and Product Returns(f)
Employee Compensation Expense(c)
Employee Protection Costs(d)
Other(e)
Total
FLNA $ (9) $ — $ — $ 31 $ 20 $ 2 $ 44
QFNA (1) — — 2 1 — 2
PBNA (15) (18) — 27 11 (15) (10)
LatAm — — 1 36 9 3 49
Europe (1) (1) — 10 7 3 18
AMESA (1) — (2) 1 3 4 5
APAC — — — 1 1 4 6
Total $ (27) $ (19) $ (1) $ 108 $ 52 $ 1 $ 114


		36 Weeks Ended 9/5/2020															12 Weeks Ended
		Allowances for Expected Credit Losses(a)		Upfront Payments to Customers(b)		Inventory Write-Downs and Product Returns(f)		Employee Compensation Expense(c)		Employee Protection Costs(d)		Other(e)		Total				3/19/2022		3/20/2021
FLNA	FLNA	$	19	$	—	$	8	$	124	$	49	$	3	$	203	FLNA		$	14	$	24
QFNA	QFNA	2		—		—		7		2		1		12		QFNA		1		2
PBNA	PBNA	48		46		30		98		43		30		295		PBNA		10		13
LatAm	LatAm	1		—		12		35		14		4		66		LatAm		6		15
Europe	Europe	5		2		10		17		14		17		65		Europe		1		6
AMESA(a)	AMESA(a)	1		—		1		8		6		7		23		AMESA(a)		2		(1)
APAC	APAC	—		—		3		(3)		2		2		4		APAC		2		2
Total	Total	$	76	$	48	$	64	$	286	$	130	$	64	$	668	Total		$	36	$	61

(a)Reflects the expected impact of the global economic uncertainty caused by COVID-19, leveraging estimates of creditworthiness and projections of default and recovery rates for certain of our customers, including foodservice and vending businesses. Income amounts represent reductions in the previously recorded reserves due to improved projected default rates and lower at-risk receivable balances.

~~(b)~~Relates to promotional spending for which benefit is not expected to be received. Income amounts represent reductions in previously recorded reserves due to improved projected default rates and lower overall advance balances.

~~(c)~~Includes incremental frontline incentive pay, crisis child care and other leave benefits and labor costs. Income amounts include a social welfare relief credit of $7 million in the 12 and 36 weeks ended September 5, 2020.

~~(d)Includes costs associated with personal protective equipment, temperature scans, cleaning and other sanitization services.~~

~~(e)~~Includes certain reserves for property, plant and equipment, donations of cash and product, and other costs. Income amounts represent adjustments for changes in estimates of previously recorded amounts.

~~(f)Includes a reserve for product returns of $3 million and $19 million in the 12 and 36 weeks ended September 5, 2020, respectively.~~ Income amount ~~represents adjustments for changes in estimates of previously recorded amounts.~~

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~~Note 2 - Recently Issued Accounting Pronouncements~~

~~Adopted~~

~~In 2019, the Financial Accounting Standards Board issued guidance to simplify the accounting for income taxes. The guidance~~ primarily ~~addresses how to (1) recognize a deferred tax liability after we transition to or from the equity method of accounting, (2) evaluate if a step-up in the tax basis of goodwill is related~~relates to a ~~business combination or is a separate transaction, (3) recognize all~~true-up of the effects of a change in tax law in the period of enactment, including adjusting the estimated annual tax rate, and (4) include the amount of tax based on income in the income tax provision and any incremental amount as a tax not based on income for hybrid tax regimes. We adopted the guidance in the first quarter of 2021. The adoption did not have a material impact on our condensed consolidated financial statements or related disclosures.inventory write-downs.

Note 32 - Restructuring and Impairment Charges

2019 Multi-Year Productivity Plan

We publicly announced a multi-year productivity plan on February 15, 2019 (2019 Productivity Plan) that will leverage new technology and business models to further simplify, harmonize and automate processes; re-engineer our go-to-market and information systems, including deploying the right automation for each market; and simplify our organization and optimize our manufacturing and supply chain footprint. To build on the successful implementation of the 2019 Productivity Plan, ~~to date,~~in 2021, we expanded and extended the plan through the end of 2026 to take advantage of additional opportunities within the initiatives described above. ~~We now~~As a result, we expect to incur pre-tax charges of approximately $3.15 billion, including cash expenditures of approximately $2.4 ~~billion, as compared to our previous estimate of pre-tax charges of approximately $2.5 billion, which included cash expenditures of approximately $1.6~~ billion. These pre-tax charges are expected to consist of approximately ~~65%~~55% of severance and other employee-related costs, 10% for asset impairments (all non-cash) resulting from plant closures and related actions, and ~~25%~~35% for other costs associated with the implementation of our initiatives.

The total expected plan pre-tax charges are expected to be incurred by division approximately as follows:

FLNA QFNA PBNA LatAm Europe AMESA APAC Corporate
Expected pre-tax charges 15 % 1 % 25 % 10 % 25 % 6 % 3 % 15 %


	FLNA		QFNA		PBNA		LatAm		Europe		AMESA		APAC		Corporate
Expected pre-tax charges	15	%	1	%	25	%	10	%	25	%	5	%	4	%	15	%

A summary of our 2019 Productivity Plan charges is as follows:


		12 Weeks Ended				36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020		9/4/2021		9/5/2020				3/19/2022		3/20/2021
Cost of sales	Cost of sales	$	9	$	1	$	13	$	4	Cost of sales		$	5	$	2
Selling, general and administrative expenses	Selling, general and administrative expenses	42		59		110		112		Selling, general and administrative expenses		22		35
Other pension and retiree medical benefits expense	Other pension and retiree medical benefits expense	1		1		6		8		Other pension and retiree medical benefits expense		—		6
Total restructuring and impairment charges	Total restructuring and impairment charges	$	52	$	61	$	129	$	124	Total restructuring and impairment charges		$	27	$	43
After-tax amount	After-tax amount	$	45	$	48	$	109	$	101	After-tax amount		$	21	$	35
Net income attributable to PepsiCo per common share		$	(0.03)	$	(0.03)	$	(0.08)	$	(0.07)
Impact on net income attributable to PepsiCo per common share										Impact on net income attributable to PepsiCo per common share		$	(0.02)	$	(0.03)

1312

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		12 Weeks Ended				36 Weeks Ended				Plan to Date			12 Weeks Ended			Plan to Date
		9/4/2021		9/5/2020		9/4/2021		9/5/2020		through 9/4/2021				3/19/2022		3/20/2021		through 3/19/2022
FLNA	FLNA	$	2	$	2	$	20	$	9	$	156	FLNA		$	3	$	15	$	167
QFNA	QFNA	1		—		1		1		13		QFNA		—		—		12
PBNA	PBNA	3		29		8		32		146		PBNA		3		4		161
LatAm	LatAm	14		5		22		14		124		LatAm		6		2		145
Europe	Europe	20		13		46		29		199		Europe		7		11		241
AMESA	AMESA	5		2		9		9		64		AMESA		2		1		72
APAC	APAC	1		1		2		4		56		APAC		1		—		62
Corporate	Corporate	5		8		15		18		105		Corporate		5		4		144
		51		60		123		116		863				27		37		1,004
Other pension and retiree medical benefits expense	Other pension and retiree medical benefits expense	1		1		6		8		63		Other pension and retiree medical benefits expense		—		6		67
Total	Total	$	52	$	61	$	129	$	124	$	926	Total		$	27	$	43	$	1,071


		12 Weeks Ended				36 Weeks Ended				Plan to Date			12 Weeks Ended			Plan to Date
		9/4/2021		9/5/2020		9/4/2021		9/5/2020		through 9/4/2021				3/19/2022		3/20/2021		through 3/19/2022
Severance and other employee costs	Severance and other employee costs	$	28	$	23	$	77	$	47	$	521	Severance and other employee costs		$	11	$	34	$	575
Asset impairments	Asset impairments	3		15		4		20		129		Asset impairments		—		—		157
Other costs	Other costs	21		23		48		57		276		Other costs		16		9		339
Total	Total	$	52	$	61	$	129	$	124	$	926	Total		$	27	$	43	$	1,071

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 3612 weeks ended ~~September 4, 2021~~March 19, 2022 is as follows:

Severance and Other Employee Costs Asset
Impairments Other Costs Total
Liability as of December 26, 2020 $ 122 $ — $ 5 $ 127
2021 restructuring charges 77 4 48 129
Cash payments (a)
(119) — (46) (165)
Non-cash charges and translation (8) (4) (2) (14)
Liability as of September 4, 2021 $ 72 $ — $ 5 $ 77

~~(a)Excludes cash expenditures of $2 million reported in the cash flow statement in pension and retiree medical contributions.~~


	Severance and Other Employee Costs		Other Costs		Total
Liability as of December 25, 2021	$	64	$	7	$	71
2022 restructuring charges	11		16		27
Cash payments	(16)		(16)		(32)

Liability as of March 19, 2022	$	59	$	7	$	66

Substantially all of the restructuring accrual at ~~September 4, 2021~~March 19, 2022 is expected to be paid by the end of ~~2021.~~2022.

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.

For information on other impairment charges, see Notes 1 and 3 for Brand Portfolio Impairment Charges and Note 1 for Russia-Ukraine Conflict Charges.

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Note 43 - Intangible Assets

During the 12 weeks ended March 19, 2022, we discontinued or repositioned certain juice and dairy brands in Russia in our Europe division. As a result, we recognized pre-tax impairment charges (Brand Portfolio Impairment Charges) of $241 million ($193 million after-tax or $0.14 per share) in selling, general and administrative expenses, primarily related to indefinite-lived intangible assets. In light of the current political and economic environment, we will continue to review and analyze our brand portfolio worldwide.

For further information on our policies for indefinite-lived intangible assets, refer to Note 2 to our consolidated financial statements in our 2021 Form 10-K.

A summary of our amortizable intangible assets is as follows:


		9/4/2021						12/26/2020							3/19/2022						12/25/2021
		Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net			Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Acquired franchise rights(a)	Acquired franchise rights(a)	$	981	$	(184)	$	797	$	976	$	(173)	$	803	Acquired franchise rights(a)	$	975	$	(189)	$	786	$	976	$	(187)	$	789
Customer relationships	Customer relationships	638		(222)		416		642		(204)		438		Customer relationships	608		(222)		386		623		(227)		396
Brands ~~(a)~~	Brands ~~(a)~~	1,164		(992)		172		1,348		(1,099)		249		Brands ~~(a)~~	1,120		(984)		136		1,151		(989)		162
Other identifiable intangibles	Other identifiable intangibles	456		(257)		199		474		(261)		213		Other identifiable intangibles	450		(261)		189		451		(260)		191
Total	Total	$	3,239	$	(1,655)	$	1,584	$	3,440	$	(1,737)	$	1,703	Total	$	3,153	$	(1,656)	$	1,497	$	3,201	$	(1,663)	$	1,538

(a)Acquired franchise rights includes our distribution agreement with Vital Pharmaceuticals, Inc., with an expected residual value higher than our carrying value. In the fourth quarter of 2020, we received notice of termination without cause, which would end our distribution rights, effective in the fourth quarter of 2023. The ~~change primarily reflects assets reclassified as held for sale~~distribution agreement’s useful life is three years, in ~~connection~~accordance with ~~our agreement to sell certain juice brands. See Note 12 for further information.~~the three-year termination notice issued.

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The change in the book value of indefinite-lived intangible assets is as follows:


		Balance 12/26/2020		Acquisitions/(Divestitures)		Translation and Other		Balance 9/4/2021			Balance 12/25/2021				Translation and Other			Balance 3/19/2022
													Balance 3/19/2022
FLNA ~~(a)~~	FLNA ~~(a)~~													FLNA ~~(a)~~
Goodwill	Goodwill	$	465	$	(8)	$	4	$	461	Goodwill	$	458				$	2		$	460
Brands	Brands	340		—		1		341		Brands	340				—			340
Total	Total	805		(8)		5		802		Total	798				2			800
QFNA	QFNA									QFNA
Goodwill	Goodwill	189		—		—		189		Goodwill	189				—			189
Total	Total	189		—		—		189		Total	189				—			189
PBNA ~~(b)~~	PBNA ~~(b)~~									PBNA ~~(b)~~
Goodwill	Goodwill	12,189		(216)		11		11,984		Goodwill	11,974				6			11,980
Reacquired franchise rights	Reacquired franchise rights	7,107		—		18		7,125		Reacquired franchise rights	7,107				13			7,120
Acquired franchise rights	Acquired franchise rights	1,536		1		4		1,541		Acquired franchise rights	1,538				2			1,540
Brands (c)		3,122		(290)		(324)		2,508
Brands										Brands	2,508				—			2,508
Total	Total	23,954		(505)		(291)		23,158		Total	23,127				21			23,148
LatAm	LatAm									LatAm
Goodwill	Goodwill	458		—		(10)		448		Goodwill	433				15			448
Brands	Brands	108		—		(3)		105		Brands	100				5			105
Total	Total	566		—		(13)		553		Total	533				20			553
Europe ~~(b)~~(a)	Europe ~~(b)~~(a)									Europe ~~(b)~~(a)
Goodwill	Goodwill	3,806		(28)		(9)		3,769		Goodwill	3,700				(308)			3,392
Reacquired franchise rights	Reacquired franchise rights	496		(24)		(10)		462		Reacquired franchise rights	441				(36)			405
Acquired franchise rights	Acquired franchise rights	172		—		(6)		166		Acquired franchise rights	158				(2)			156
Brands (c)		4,072		—		278		4,350
Brands										Brands	4,254				(513)			3,741
Total	Total	8,546		(52)		253		8,747		Total	8,553				(859)			7,694
AMESA	AMESA									AMESA
Goodwill	Goodwill	1,096		(2)		27		1,121		Goodwill	1,063				16			1,079
Brands	Brands	214		—		10		224		Brands	205				6			211
Total	Total	1,310		(2)		37		1,345		Total	1,268				22			1,290
APAC	APAC									APAC
Goodwill	Goodwill	554		3		2		559		Goodwill	564				—			564
Brands (c)		445		—		24		469
Brands										Brands	476				1			477
Total	Total	999		3		26		1,028		Total	1,040				1			1,041

Total goodwill	Total goodwill	18,757		(251)		25		18,531		Total goodwill	18,381				(269)			18,112
Total reacquired franchise rights	Total reacquired franchise rights	7,603		(24)		8		7,587		Total reacquired franchise rights	7,548				(23)			7,525
Total acquired franchise rights	Total acquired franchise rights	1,708		1		(2)		1,707		Total acquired franchise rights	1,696				—			1,696
Total brands	Total brands	8,301		(290)		(14)		7,997		Total brands	7,883				(501)			7,382
Total	Total	$	36,369	$	(564)	$	17	$	35,822	Total	$	35,508			$	(793)		$	34,715

(a)~~The change in acquisitions/divestitures primarily reflects our acquisition of BFY Brands, Inc. (BFY Brands).~~

~~(b)The change in acquisitions/divestitures primarily reflects assets reclassified as held for sale in connection with our agreement to sell certain juice brands. See Note 12 for further information.~~

~~(c)~~The change in translation and other primarily ~~reflects~~represents the ~~allocation~~depreciation of the ~~Rockstar Energy Beverages (Rockstar) brand to~~Russian ruble and the ~~respective divisions, which was finalized in the second quarter of 2021 as part of purchase price allocation.~~

Brand Portfolio Impairment Charges.

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Note 54 - Income Taxes

On May 19, 2019, a public referendum held in Switzerland passed the Federal Act on Tax Reform and AHV Financing (TRAF), effective January 1, 2020. The enactment of certain provisions of the TRAF resulted in adjustments to our deferred taxes. In the 12 and 36 weeks ended September 4, 2021, no income tax adjustments related to the TRAF were recorded. In the year ended December 26, 2020, we recorded a net tax benefit of $72 million related to the adoption of the TRAF in the Swiss Canton of Bern. In the 12 and 36 weeks ended September 5, 2020, we recorded net tax benefits of $77 million primarily related to the adoption of the TRAF in the Swiss Canton of Bern. While the accounting for the impacts of the TRAF are deemed to be complete, further adjustments to our financial statements and related disclosures could be made in future quarters, including in connection with final tax return filings. For further information and discussion of the TRAF, refer to Note 5 to our consolidated financial statements in our 2020 Form 10-K.

In ~~the 12 weeks ended September 4,~~ 2021, we received a final assessment from the Internal Revenue Service ~~(IRS)~~ audit for the tax years 2014 through 2016. The assessment included both agreed and unagreed issues. On October 29, 2021, we filed a formal written protest of the assessment and requested an appeals conference. As a result of the analysis of the 2014 through 2016 final assessment, we ~~have~~ remeasured all applicable reserves for uncertain tax positions for all years open under the statute of limitations, including any correlating adjustments impacting the mandatory transition tax liability under the ~~TCJ~~Tax Cuts and Jobs Act (TCJ Act), resulting in a net non-cash tax expense of $112 million in 2021. There were no tax amounts recognized in the 12 ~~and 36~~ weeks ended ~~September 4, 2021.~~March 19, 2022 and March 20, 2021 from this assessment.

Note 65 - Share-Based Compensation

The following table summarizes our total share-based compensation expense, which is primarily recorded in selling, general and administrative expenses:


		12 Weeks Ended				36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020		9/4/2021		9/5/2020				3/19/2022		3/20/2021
Share-based compensation expense – equity awards	Share-based compensation expense – equity awards	$	71	$	85	$	215	$	186	Share-based compensation expense – equity awards		$	81	$	79
Share-based compensation expense – liability awards	Share-based compensation expense – liability awards	3		3		7		10		Share-based compensation expense – liability awards		5		4
Acquisition and divestiture-related charges										Acquisition and divestiture-related charges		3		—
Restructuring charges	Restructuring charges	(1)		—		—		—		Restructuring charges		(1)		1
Total	Total	$	73	$	88	$	222	$	196	Total		$	88	$	84

The following table summarizes share-based awards granted under the terms of the PepsiCo, Inc. Long-Term Incentive Plan:


		36 Weeks Ended							12 Weeks Ended
		9/4/2021			9/5/2020				3/19/2022			3/20/2021
		Granted(a)	Weighted-Average Grant Price		Granted(a)	Weighted-Average Grant Price			Granted(a)	Weighted-Average Grant Price		Granted(a)	Weighted-Average Grant Price
Stock options	Stock options	2.0	$	133.23	1.8	$	131.45	Stock options	2.1	$	163.00	1.8	$	131.25
RSUs and PSUs	RSUs and PSUs	2.6	$	131.28	2.5	$	131.18	RSUs and PSUs	2.3	$	163.00	2.6	$	131.25

(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 $18 million and $17 million ~~and $19 million~~ during ~~the 36 weeks ended September 4, 2021 and September 5, 2020, respectively.~~

~~For~~ the 12 weeks ended ~~September 4,~~March 19, 2022 and March 20, 2021, ~~and September 5, 2020, our grants of stock options, RSUs, PSUs and long-term cash awards were nominal.~~

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respectively.

Our weighted-average Black-Scholes fair value assumptions are as follows:


		36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020			3/19/2022		3/20/2021
Expected life	Expected life	7 years		6 years		Expected life	7 years		7 years
Risk-free interest rate	Risk-free interest rate	1.1	%	0.9	%	Risk-free interest rate	1.7	%	1.1	%
Expected volatility	Expected volatility	14	%	14	%	Expected volatility	16	%	14	%
Expected dividend yield	Expected dividend yield	3.1	%	3.4	%	Expected dividend yield	2.5	%	3.1	%

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Note 76 - Pension and Retiree Medical Benefits

In ~~2020,~~the 12 weeks ended March 19, 2022, we ~~adopted an amendment, effective December 31, 2025,~~transferred pension and retiree medical obligations of approximately $145 million and related assets to the ~~U.S. defined benefit pension plans to freeze benefit accruals~~Tropicana JV in connection with the Juice Transaction. See Note 11 for salaried participants, which will decrease pre-tax pension benefits expense by approximately $70 million in 2021, primarily impacting corporate unallocated expenses. In 2020, we also approved an amendment, effective January 1, 2021, to reorganize the U.S. qualified defined benefit pension plans that resulted in the transfer of certain participants from the PepsiCo Employees Retirement Plan A to the PepsiCo Employees Retirement Plan I and to a newly created plan, PepsiCo Employees Retirement Plan H (Plan H), with no material impact to pre-tax pension benefits expense. In addition, in 2020, we adopted an amendment, effective January 1, 2021, to enhance the pay credits of certain participants in Plan H, which will increase pre-tax pension benefits expense by approximately $45 million in 2021, primarily impacting service cost expense. For further ~~information on plan changes, refer to Note 7 to our consolidated financial statements in our 2020 Form 10-K.~~information.

The components of net periodic benefit cost/(income) for pension and retiree medical plans are as follows:

12 Weeks Ended
Pension Retiree Medical
U.S. International
9/4/2021 9/5/2020 9/4/2021 9/5/2020 9/4/2021 9/5/2020
Service cost $ 119 $ 100 $ 25 $ 22 $ 8 $ 6
Other pension and retiree medical benefits income:
Interest cost 75 100 17 21 3 6
Expected return on plan assets (223) (214) (55) (52) (3) (3)
Amortization of prior service (credits)/cost (8) 3 — — (2) (3)
Amortization of net losses/(gains) 52 45 19 16 (4) (6)
Settlement/curtailment losses 5 — 5 — — —
Special termination benefits 1 1 — — — —
Total other pension and retiree medical benefits income (98) (65) (14) (15) (6) (6)
Total $ 21 $ 35 $ 11 $ 7 $ 2 $ —

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		36 Weeks Ended													12 Weeks Ended
		Pension								Retiree Medical					Pension								Retiree Medical
		U.S.				International									U.S.				International
		9/4/2021		9/5/2020		9/4/2021		9/5/2020		9/4/2021		9/5/2020			3/19/2022		3/20/2021		3/19/2022		3/20/2021		3/19/2022		3/20/2021
Service cost	Service cost	$	359	$	300	$	69	$	59	$	23	$	17	Service cost	$	114	$	120	$	17	$	19	$	8	$	8
Other pension and retiree medical benefits income:	Other pension and retiree medical benefits income:													Other pension and retiree medical benefits income:
Interest cost	Interest cost	224		300		49		58		10		17		Interest cost	88		75		17		13		4		3
Expected return on plan assets	Expected return on plan assets	(671)		(643)		(153)		(138)		(10)		(11)		Expected return on plan assets	(215)		(224)		(42)		(41)		(3)		(4)
Amortization of prior service (credits)/cost		(22)		8		(1)		—		(7)		(8)
Amortization of prior service credits														Amortization of prior service credits	(6)		(7)		—		—		(2)		(2)
Amortization of net losses/(gains)	Amortization of net losses/(gains)	155		136		51		42		(10)		(16)		Amortization of net losses/(gains)	33		51		5		13		(3)		(3)
Settlement/curtailment losses		5		—		10		—		—		—
Settlement/curtailment gains														Settlement/curtailment gains	—		—		—		—		(16)		—
Special termination benefits	Special termination benefits	6		8		—		—		—		—		Special termination benefits	6		6		—		—		—		—
Total other pension and retiree medical benefits income	Total other pension and retiree medical benefits income	(303)		(191)		(44)		(38)		(17)		(18)		Total other pension and retiree medical benefits income	(94)		(99)		(20)		(15)		(20)		(6)
Total	Total	$	56	$	109	$	25	$	21	$	6	$	(1)	Total	$	20	$	21	$	(3)	$	4	$	(12)	$	2

We ~~continue to monitor the impact of the COVID-19 pandemic and related global economic conditions and uncertainty on the net unfunded status of our pension and retiree medical plans. We also~~ regularly evaluate opportunities to reduce risk and volatility associated with our pension and retiree medical plans. ~~In addition, lump sum payments may result in further settlement charges in future periods.~~

During the 3612 weeks ended ~~September 4,~~March 19, 2022 and March 20, 2021, we made discretionary contributions of ~~$500~~$75 million and $300 million, respectively, to our U.S. qualified defined benefit ~~qualified~~ plans, and $10 million and $25 million, respectively, to our international defined benefit plans. ~~During the 36 weeks ended September 5, 2020, we made~~We expect to make an additional discretionary ~~contributions~~contribution of ~~$325~~$75 million to our U.S. qualified defined benefit ~~qualified~~ plans ~~and $14 million to our international defined benefit plans.~~in the third quarter of 2022.

Note 87 - Debt Obligations

In the 3612 weeks ended ~~September 4, 2021, $1.8~~March 19, 2022, $1.3 billion of USD-denominated senior notes ~~and €0.5 billion of euro-denominated senior notes~~ matured and were paid.

~~As of September 4, 2021, we had no commercial paper outstanding.~~

In the second quarter of 2021, we entered into a new five-year unsecured revolving credit agreement (Five-Year Credit Agreement), which expires on May 28, 2026. The Five-Year Credit Agreement enables us and our borrowing subsidiaries to borrow up to $3.75 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 $4.5 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 $3.75 billion five year credit agreement, dated as of June 3, 2019.

Also in the second quarter of 2021, we entered into a new 364-day unsecured revolving credit agreement (364-Day Credit Agreement), which expires on May 27, 2022. The 364-Day Credit Agreement enables us and our borrowing subsidiaries to borrow up to $3.75 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 $4.5 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 $3.75 billion 364-day credit agreement, dated as of June 1, 2020.

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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 September 4, 2021, there were no outstanding borrowings under the Five-Year Credit Agreement or the 364-Day Credit Agreement.

Subsequent to ~~September 4, 2021,~~March 19, 2022, we paid $750 million to redeem all $750 million outstanding principal amount of our ~~1.70%~~2.25% senior notes due ~~October 2021~~May 2022, and ~~terminated the associated interest rate swap with a notional~~we gave notice to early redeem all $800 million outstanding principal amount of ~~$250 million.~~our 3.10% senior notes due July 2022.

As of March 19, 2022, we had $1.4 billion of commercial paper outstanding.

Note 98 - Financial Instruments

We are exposed to market risks arising from adverse changes in:

•commodity prices, affecting the cost of our raw materials and energy;

•foreign exchange rates and currency restrictions; and

•interest rates.

There have been no material changes during the 3612 weeks ended ~~September 4, 2021~~March 19, 2022 with respect to our risk management policies or strategies and valuation techniques used in measuring the fair value of the financial assets or liabilities disclosed in Note 9 to our consolidated financial statements in our ~~2020~~2021 Form

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10-K. We continue to evaluate our hedging strategies related to our Russian business based on the impact of the Russia-Ukraine conflict on financial markets.

Certain of our agreements with our counterparties require us to post full collateral on derivative instruments in a net liability position if our credit rating is at A2 (Moody’s Investors Service, Inc.) or A (S&P Global Ratings) and we have been placed on credit watch for possible downgrade or if our credit rating falls below either of these levels. The fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of ~~September 4, 2021~~March 19, 2022 was ~~$175~~$219 million. We have posted no collateral under these contracts and no credit-risk-related contingent features were triggered as of ~~September 4, 2021.~~March 19, 2022.

The notional amounts of our financial instruments used to hedge the above risks as of ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020~~25, 2021 are as follows:


		Notional Amounts(a)					Notional Amounts(a)
		9/4/2021		12/26/2020			3/19/2022		12/25/2021
Commodity	Commodity	$	1.4	$	1.1	Commodity	$	1.6	$	1.6
Foreign exchange	Foreign exchange	$	2.3	$	1.9	Foreign exchange	$	2.6	$	2.8
Interest rate	Interest rate	$	2.3	$	3.0	Interest rate	$	2.1	$	2.1
Net investment (b)	Net investment (b)	$	2.7	$	2.7	Net investment (b)	$	2.1	$	2.1

(a)In billions.

(b)The total notional of our net investment hedge consists of non-derivative debt instruments.

As of ~~September 4, 2021,~~March 19, 2022, approximately 2%5% of total debt, after the impact of the related interest rate derivative instruments, was subject to variable rates, compared to 3%2% as of December ~~26, 2020.~~25, 2021.

Held-to-Maturity Debt Securities

Investments in debt securities that we have the positive intent and ability to hold until maturity are classified as held-to-maturity. Highly liquid debt securities with original maturities of three months or less are recorded as cash equivalents. Our held-to-maturity debt securities consist of ~~U.S. Treasury securities and~~ commercial paper. As of ~~September 4,~~March 19, 2022 and December 25, 2021, we had ~~no investments in U.S. Treasury securities. As of December 26, 2020, we had $2.1 billion of investments in U.S. Treasury securities with $2.0 billion recorded in cash~~$244 million and ~~cash equivalents and $0.1 billion in short-term investments. As of September 4, 2021, we had $258~~$130 million of investments in commercial paper recorded in cash and cash ~~equivalents. As~~

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~~of December 26, 2020, we had $260 million of investments in commercial paper with $75 million recorded in cash and cash~~ equivalents, ~~and $185 million in short-term investments.~~respectively. Held-to-maturity debt securities are recorded at amortized cost, which approximates fair value, and realized gains or losses are reported in earnings. Our investments mature in less than one year. As of ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020,~~25, 2021, gross unrecognized gains and losses and the allowance for expected credit losses were not material.

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Fair Value Measurements

The fair values of our financial assets and liabilities as of ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020~~25, 2021 are categorized as follows:

9/4/2021 12/26/2020

Fair Value Hierarchy Levels(a)
Assets(a)
Liabilities(a)
Assets(a)
Liabilities(a)
Index funds (b)
1 $ 339 $ — $ 231 $ —
Prepaid forward contracts (c)
2 $ 19 $ — $ 18 $ —
Deferred compensation (d)
2 $ — $ 506 $ — $ 477
Contingent consideration (e)
3 $ — $ 840 $ — $ 861
Derivatives designated as fair value hedging instruments:
Interest rate (f)
2 $ — $ — $ 2 $ —
Derivatives designated as cash flow hedging instruments:
Foreign exchange (g)
2 $ 11 $ 25 $ 9 $ 71
Interest rate (g)
2 28 221 13 307
Commodity (h)
2 80 1 32 —
$ 119 $ 247 $ 54 $ 378
Derivatives not designated as hedging instruments:
Foreign exchange (g)
2 $ 5 $ 10 $ 4 $ 8
Commodity (h)
2 48 12 19 7
$ 53 $ 22 $ 23 $ 15
Total derivatives at fair value (i)
$ 172 $ 269 $ 79 $ 393
Total $ 530 $ 1,615 $ 328 $ 1,731


		3/19/2022				12/25/2021
	Fair Value Hierarchy Levels(a)	Assets(a)		Liabilities(a)		Assets(a)		Liabilities(a)

Index funds (b)	1	$	297	$	—	$	337	$	—
Prepaid forward contracts (c)	2	$	20	$	—	$	21	$	—
Deferred compensation (d)	2	$	—	$	480	$	—	$	505

Derivatives designated as cash flow hedging instruments:
Foreign exchange (e)	2	$	43	$	16	$	29	$	14
Interest rate (e)	2	28		275		14		264
Commodity (f)	2	119		1		70		5
		$	190	$	292	$	113	$	283
Derivatives not designated as hedging instruments:
Foreign exchange (e)	2	$	39	$	22	$	19	$	7
Commodity (f)	2	56		12		35		22
		$	95	$	34	$	54	$	29
Total derivatives at fair value (g)		$	285	$	326	$	167	$	312
Total		$	602	$	806	$	525	$	817

(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) and Level 3 (significant unobservable~~ 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)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.

(c)Based primarily on the price of our common stock.

(d)Based on the fair value of investments corresponding to employees’ investment elections.

(e)In connection with our acquisition of Rockstar, we recorded a liability for tax-related contingent consideration payable over up to 15 years, with an option to accelerate all remaining payments, with estimated maximum payments of approximately $1.1 billion, using current tax rates. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the expected future tax benefits associated with the acquisition, the probability that the option to accelerate all remaining payments will be exercised and discount rates. These unobservable inputs did not materially differ from those used as of December 26, 2020. The expected annual future tax benefits range from approximately $40 million to $110 million, with an average of $70 million. The probability, in any given year, that the option to accelerate will be exercised ranges from 2 to 35 percent, with a weighted-average payment period of approximately 3 years. The discount rates range from less than 1 percent to 5 percent, with a weighted average of 4 percent. The contingent consideration measured at fair value using unobservable inputs as of September 4, 2021 is $840 million, comprised of an $861 million liability as of December

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26, 2020, a fair value decrease of $19 million in the 36 weeks ended September 4, 2021, recorded in selling, general and administrative expenses, and a fair value decrease of $2 million in the 36 weeks ended September 4, 2021, recorded in goodwill as a result of the finalization of purchase price allocation.

~~(f)~~Based on London Interbank Offered Rate forward rates. The carrying amount of hedged fixed-rate debt was $0.2 billion as of September 4, 2021 and December 26, 2020, and is classified on our balance sheet within short-term debt obligations. As of September 4, 2021, fair value hedging adjustments to hedged fixed-rate debt were not material. As of December 26, 2020, the cumulative amount of fair value hedging adjustments to hedged fixed-rate debt was a $2 million gain. As of September 4, 2021, the cumulative amount of fair value hedging adjustments on discontinued hedges was a $4 million net loss, which is being amortized over the remaining life of the related debt obligations.

~~(g)~~Based on recently reported market transactions of spot and forward rates.

~~(h)~~(f)~~Based~~Primarily based on recently reported market transactions of swap arrangements.

~~(i)~~(g)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 the balance sheet as of ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020~~25, 2021 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 ~~due to their short-term maturity. Our cash equivalents and short-term investments recorded at amortized cost are classified~~(classified as Level 2 in the fair value ~~hierarchy.~~hierarchy) due to their short-term maturity. The fair value of our debt obligations as of ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020~~25, 2021 was ~~$46~~$38 billion and ~~$50~~$43 billion, respectively, based upon prices of similar instruments in the marketplace, which are considered Level 2 inputs.

~~Losses/(gains) on our hedging instruments are categorized as follows:~~

12 Weeks Ended
Fair Value/Non-
designated Hedges Cash Flow and Net Investment Hedges
Losses/(Gains)
Recognized in
Income Statement(a)
Losses/(Gains)
Recognized in
Accumulated Other
Comprehensive Loss
Losses/(Gains)
Reclassified from
Accumulated Other
Comprehensive Loss
into Income
Statement(b)
9/4/2021 9/5/2020 9/4/2021 9/5/2020 9/4/2021 9/5/2020
Foreign exchange $ (5) $ (10) $ (18) $ 31 $ 27 $ (22)
Interest rate 1 4 52 (117) 53 (102)
Commodity (31) (37) 11 (29) (66) 24
Net investment — — (63) 118 — —
Total $ (35) $ (43) $ (18) $ 3 $ 14 $ (100)

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36 Weeks Ended
Fair Value/Non-
designated Hedges Cash Flow and Net Investment Hedges

Losses/(Gains)
Recognized in
Income Statement(a)
Losses/(Gains)
Recognized in
Accumulated Other
Comprehensive Loss
Losses/(Gains)
Reclassified from
Accumulated Other
Comprehensive Loss
into Income Statement(b)
9/4/2021 9/5/2020 9/4/2021 9/5/2020 9/4/2021 9/5/2020
Foreign exchange $ 5 $ (11) $ 20 $ (47) $ 67 $ (37)
Interest rate 2 (8) (12) (24) 2 (73)
Commodity (182) 120 (235) 48 (109) 40
Net investment — — (71) 159 — —
Total $ (175) $ 101 $ (298) $ 136 $ (40) $ (70)
Losses/(gains) on our hedging instruments are categorized as follows:


	12 Weeks Ended
	Non- designated Hedges				Cash Flow and Net Investment Hedges
	Losses/(Gains) Recognized in Income Statement(a)				Losses/(Gains) Recognized in Accumulated Other Comprehensive Loss				Losses/(Gains) Reclassified from Accumulated Other Comprehensive Loss into Income Statement(b)
	3/19/2022		3/20/2021		3/19/2022		3/20/2021		3/19/2022		3/20/2021
Foreign exchange	$	(16)	$	4	$	(8)	$	11	$	(4)	$	13
Interest rate	—		1		(3)		(18)		20		(4)
Commodity	(166)		(81)		(189)		(90)		(78)		(10)
Net investment	—		—		(51)		(63)		—		—
Total	$	(182)	$	(76)	$	(251)	$	(160)	$	(62)	$	(1)

(a)Foreign exchange derivative losses/gains are primarily included in selling, general and administrative expenses. Interest rate derivative losses/gains are primarily from fair value hedges and are included in net interest expense and other. These losses/gains are substantially offset by decreases/increases in the value of the underlying debt, which are also included in net interest expense and other. Commodity derivative losses/gains are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity.

(b)Foreign exchange derivative losses/gains are primarily included in cost of sales. Interest rate derivative losses/gains on cross-currency interest rate swaps 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.

Based on current market conditions, we expect to reclassify net gains of ~~$166~~$275 million related to our cash flow hedges from accumulated other comprehensive loss into net income during the next 12 months.

Note 109 - Net Income Attributable to PepsiCo per Common Share

The computations of basic and diluted net income attributable to PepsiCo per common share are as follows:

12 Weeks Ended
9/4/2021 9/5/2020
Income
Shares(a)
Income
Shares(a)
Basic net income attributable to PepsiCo per common share $ 1.61 $ 1.66
Net income available for PepsiCo common shareholders $ 2,224 1,382 $ 2,291 1,384
Dilutive securities:
Stock options, RSUs, PSUs and other (b)
— 7 — 6
Diluted $ 2,224 1,389 $ 2,291 1,390
Diluted net income attributable to PepsiCo per common share $ 1.60 $ 1.65


		36 Weeks Ended							12 Weeks Ended
		9/4/2021			9/5/2020				3/19/2022			3/20/2021
		Income		Shares(a)	Income		Shares(a)		Income		Shares(a)	Income		Shares(a)

Basic net income attributable to PepsiCo per common share	Basic net income attributable to PepsiCo per common share	$	4.56		$	3.80		Basic net income attributable to PepsiCo per common share	$	3.08		$	1.24
Net income available for PepsiCo common shareholders	Net income available for PepsiCo common shareholders	$	6,296	1,381	$	5,275	1,387	Net income available for PepsiCo common shareholders	$	4,261	1,383	$	1,714	1,380
Dilutive securities:	Dilutive securities:							Dilutive securities:
Stock options, RSUs, PSUs and other (b)	Stock options, RSUs, PSUs and other (b)	—		7	—		6	Stock options, RSUs, PSUs and other (b)	—		8	—		7
Diluted	Diluted	$	6,296	1,388	$	5,275	1,393	Diluted	$	4,261	1,391	$	1,714	1,387
Diluted net income attributable to PepsiCo per common share	Diluted net income attributable to PepsiCo per common share	$	4.54		$	3.79		Diluted net income attributable to PepsiCo per common share	$	3.06		$	1.24

(a)Weighted-average common shares outstanding (in millions).

(b)The dilutive effect of these securities is calculated using the treasury stock method.

The weighted-average amount of antidilutive securities excluded from the calculation of diluted earnings per common share was immaterial for both the 12 weeks ended March 19, 2022 and March 20, 2021.

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~~per common share was immaterial for both the 12 and 36 weeks ended September 4, 2021 and September 5, 2020.~~

Note 1110 - 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 Translation Adjustment Cash Flow Hedges Pension and Retiree Medical Other Accumulated Other Comprehensive Loss Attributable to PepsiCo
Balance as of December 26, 2020 (a)
$ (11,940) $ 4 $ (3,520) $ (20) $ (15,476)
Other comprehensive income/(loss) before reclassifications (b)
128 97 (20) — 205
Amounts reclassified from accumulated other comprehensive loss 18 (1) 52 — 69
Net other comprehensive income 146 96 32 — 274
Tax amounts (15) (24) (5) — (44)
Balance as of March 20, 2021 (a)
$ (11,809) $ 76 $ (3,493) $ (20) $ (15,246)
Other comprehensive income/(loss) before reclassifications (c)
255 175 (28) 2 404
Amounts reclassified from accumulated other comprehensive loss — (53) 57 — 4
Net other comprehensive income 255 122 29 2 408
Tax amounts 13 (29) (5) — (21)
Balance as of June 12, 2021 (a)
$ (11,541) $ 169 $ (3,469) $ (18) $ (14,859)
Other comprehensive (loss)/income before reclassifications (d)
(319) (45) 49 — (315)
Amounts reclassified from accumulated other comprehensive loss — 14 67 — 81
Net other comprehensive (loss)/income (319) (31) 116 — (234)
Tax amounts (16) 10 (26) — (32)
Balance as of September 4, 2021 (a)
$ (11,876) $ 148 $ (3,379) $ (18) $ (15,125)


	Currency Translation Adjustment		Cash Flow Hedges		Pension and Retiree Medical		Other		Accumulated Other Comprehensive Loss Attributable to PepsiCo
Balance as of December 25, 2021 (a)	$	(12,309)	$	159	$	(2,750)	$	2	$	(14,898)
Other comprehensive (loss)/income before reclassifications (b)	(549)		200		(8)		—		(357)
Amounts reclassified from accumulated other comprehensive loss	—		(62)		25		—		(37)
Net other comprehensive (loss)/income	(549)		138		17		—		(394)
Tax amounts	(11)		(32)		(4)		(4)		(51)
Balance as of March 19, 2022 (a)	$	(12,869)	$	265	$	(2,737)	$	(2)	$	(15,343)

(a)Pension and retiree medical amounts are net of taxes of $1,283 million as of December 25, 2021 and $1,279 million as of March 19, 2022.

(b)Currency translation adjustment primarily reflects depreciation of the Russian ruble, partially offset by the appreciation of the South African rand, Brazilian real and Canadian dollar.


	Currency Translation Adjustment		Cash Flow Hedges		Pension and Retiree Medical		Other		Accumulated Other Comprehensive Loss Attributable to PepsiCo
Balance as of December 26, 2020 (a)	$	(11,940)	$	4	$	(3,520)	$	(20)	$	(15,476)
Other comprehensive income/(loss) before reclassifications (b)	128		97		(20)		—		205
Amounts reclassified from accumulated other comprehensive loss	18		(1)		52		—		69
Net other comprehensive income	146		96		32		—		274
Tax amounts	(15)		(24)		(5)		—		(44)
Balance as of March 20, 2021 (a)	$	(11,809)	$	76	$	(3,493)	$	(20)	$	(15,246)

(a)Pension and retiree medical amounts are net of taxes of $1,514 million as of December 26, 2020 and $1,509 million as of March 20, ~~2021,$1,504 million as of June 12, 2021 and $1,478 million as of September 4,~~ 2021.

(b)Currency translation adjustment primarily reflects appreciation of the Canadian dollar, ~~Pound~~British pound sterling and Russian ruble.

~~(c)Currency translation adjustment primarily reflects appreciation of the South African rand, Canadian dollar and Russian ruble.~~

~~(d)Currency translation adjustment primarily reflects depreciation of the Canadian dollar, South African rand and Pound sterling.~~

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Currency Translation Adjustment Cash Flow Hedges Pension and Retiree Medical Other Accumulated Other Comprehensive Loss Attributable to PepsiCo
Balance as of December 28, 2019 (a)
$ (11,290) $ (3) $ (2,988) $ (19) $ (14,300)
Other comprehensive (loss)/income before reclassifications (b)
(735) (236) 21 1 (949)
Amounts reclassified from accumulated other comprehensive loss — 157 50 — 207
Net other comprehensive (loss)/income (735) (79) 71 1 (742)
Tax amounts (19) 18 (14) — (15)
Balance as of March 21, 2020 (a)
$ (12,044) $ (64) $ (2,931) $ (18) $ (15,057)
Other comprehensive (loss)/income before reclassifications (c)
(827) 144 25 (1) (659)
Amounts reclassified from accumulated other comprehensive loss — (127) 57 — (70)
Net other comprehensive (loss)/income (827) 17 82 (1) (729)
Tax amounts 31 (4) (19) — 8
Balance as of June 13, 2020 (a)
$ (12,840) $ (51) $ (2,868) $ (19) $ (15,778)
Other comprehensive income/(loss) before reclassifications (d)
385 115 (59) (3) 438
Amounts reclassified from accumulated other comprehensive loss — (100) 55 — (45)
Net other comprehensive income/(loss) 385 15 (4) (3) 393
Tax amounts 29 (4) 3 — 28
Balance as of September 5, 2020 (a)
$ (12,426) $ (40) $ (2,869) $ (22) $ (15,357)

~~(a)Pension and retiree medical amounts are net of taxes of $1,370 million as of December 28, 2019, $1,356 million as of March~~ 21 ~~2020, $1,337 million as of June 13, 2020 and $1,340 million as of September 5, 2020.~~

~~(b)Currency translation adjustment primarily reflects depreciation of the Russian ruble, Canadian dollar and Mexican peso.~~

~~(c)Currency translation adjustment primarily reflects depreciation of the Mexican peso, Russian ruble and euro.~~

~~(d)Currency translation adjustment primarily reflects appreciation of the Pound sterling, Canadian dollar and Australian dollar, partially offset by the 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				36 Weeks Ended						12 Weeks Ended
		9/4/2021		9/5/2020		9/4/2021		9/5/2020		Affected Line Item in the Income Statement			3/19/2022		3/20/2021		Affected Line Item in the Income Statement

Currency translation:	Currency translation:										Currency translation:
Divestiture	Divestiture	$	—	$	—	$	18	$	—	Selling, general and administrative expenses	Divestiture		$	—	$	18	Selling, general and administrative expenses

Cash flow hedges:	Cash flow hedges:										Cash flow hedges:
Foreign exchange contracts	Foreign exchange contracts	$	2	$	—	$	6	$	—	Net revenue	Foreign exchange contracts		$	(2)	$	1	Net revenue
Foreign exchange contracts	Foreign exchange contracts	25		(22)		61		(37)		Cost of sales	Foreign exchange contracts		(2)		12		Cost of sales
Interest rate derivatives	Interest rate derivatives	53		(102)		2		(73)		Selling, general and administrative expenses	Interest rate derivatives		20		(4)		Selling, general and administrative expenses
Commodity contracts	Commodity contracts	(65)		22		(108)		36		Cost of sales	Commodity contracts		(76)		(11)		Cost of sales
Commodity contracts	Commodity contracts	(1)		2		(1)		4		Selling, general and administrative expenses	Commodity contracts		(2)		1		Selling, general and administrative expenses
Net losses/(gains) before tax		14		(100)		(40)		(70)
Net gains before tax											Net gains before tax		(62)		(1)
Tax amounts	Tax amounts	(3)		25		10		17			Tax amounts		10		1
Net losses/(gains) after tax		$	11	$	(75)	$	(30)	$	(53)
Net gains after tax											Net gains after tax		$	(52)	$	—

Pension and retiree medical items:	Pension and retiree medical items:										Pension and retiree medical items:
Amortization of prior service credits	Amortization of prior service credits	$	(10)	$	—	$	(30)	$	—	Other pension and retiree medical benefits income	Amortization of prior service credits		$	(8)	$	(9)	Other pension and retiree medical benefits income
Amortization of net losses	Amortization of net losses	67		55		196		162		Other pension and retiree medical benefits income	Amortization of net losses		35		61		Other pension and retiree medical benefits income
Settlement losses		10		—		10		—		Other pension and retiree medical benefits income
Settlement/curtailment gains											Settlement/curtailment gains		(2)		—		Other pension and retiree medical benefits income
Net losses before tax	Net losses before tax	67		55		176		162			Net losses before tax		25		52
Tax amounts	Tax amounts	(14)		(12)		(37)		(34)			Tax amounts		(6)		(11)
Net losses after tax	Net losses after tax	$	53	$	43	$	139	$	128		Net losses after tax		$	19	$	41

Total net losses/(gains) reclassified, net of tax		$	64	$	(32)	$	127	$	75
Total net (gains)/losses reclassified, net of tax											Total net (gains)/losses reclassified, net of tax		$	(33)	$	59

Note 1211 - Acquisitions and Divestitures

2020 Acquisitions

~~On March 23,~~In 2020, we acquired ~~all~~Pioneer Food Group Ltd. (Pioneer Foods), Rockstar Energy Beverages (Rockstar) and Hangzhou Haomusi Food Co., Ltd. The purchase price allocations for each of these acquisitions were finalized in the second quarter of 2021. See Note 13 to our consolidated financial statements in our 2021 Form 10-K for further information.

Juice Transaction

In the 12 weeks ended March 19, 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners for approximately $3.5 billion in cash and a 39% noncontrolling interest in the Tropicana JV, operating across North America and Europe. The North America portion of the ~~outstanding shares of Pioneer Foods, a food~~transaction was completed on January 24, 2022 and ~~beverage company in South Africa with exports to countries across~~ the globe, for 110.00 South African rand per share in cash. The total consideration transferred was approximately $1.2 billion and was funded by two unsecured bridge loan facilities entered into by one of our international consolidated subsidiaries, which were fully repaid in April 2020.

In connection with our acquisition of Pioneer Foods, we have made certain commitments to the South Africa Competition Commission, including a commitment to provide the equivalent of 7.8 billion South African rand, or approximately $0.4 billion asEurope portion of the ~~acquisition date,~~transaction was completed on February 1, 2022. In the U.S., PepsiCo acts as the exclusive distributor for Tropicana JV’s portfolio of brands for small-format and foodservice customers with chilled direct-store-delivery. We have significant influence over our investment in ~~value~~the Tropicana JV and account for our investment under the ~~benefit of~~equity method, recognizing our employees, agricultural development, education, developing Pioneer Foods’ operations and enterprise development programs in South Africa. Included in this commitment is 2.3 billion South African rand, or approximately $0.1 billion, relating to the implementation of an employee ownership plan and an agricultural, entrepreneurship and educational development fund, which is an irrevocable condition of the acquisition. This commitment was recorded in selling, general and administrative expenses primarily in

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~~the year ended December 26, 2020~~proportionate share of Tropicana JV’s earnings within our income statement (recorded in selling, general and ~~is expected to be settled primarily in the fourth quarter~~administrative expenses).

As a result of 2021 or early 2022. The remaining commitment of 5.5 billion South African rand, or approximately $0.3 billion as of the acquisition date, relates to capital expenditures and/or business-related costs which will be incurred and recorded over a five-year period from the acquisition date.

On April 24, 2020, we acquired Rockstar, an energy drink maker with whom we had a distribution agreement prior to the acquisition, for an upfront cash payment of approximately $3.85 billion and contingent consideration related to estimated future tax benefits associated with the acquisition of approximately $0.88 billion. See Note 9 for further information about the contingent consideration.

~~On June 1, 2020, we acquired all of the outstanding shares of Be & Cheery, one of the largest online snacks companies in China, from Haoxiangni Health Food Co., Ltd. forcash. The total consideration transferred was approximately $0.7 billion.~~

We accounted for the 2020 transactions as business combinations. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the respective dates of acquisition. The purchase price allocations for each of the 2020 acquisitions were finalizedthis transaction, in the 12 weeks ended ~~June 12, 2021. The~~March 19, 2022, we recorded a pre-tax gain of $3.3 billion ($2.9 billion after-tax or $2.06 per share) in our PBNA and Europe divisions, including $520 million related to the remeasurement of our 39% ownership in the Tropicana JV at fair value using a combination of ~~identifiable assets acquired~~the transaction price, discounted cash flows and ~~liabilities assumed~~an option pricing model related to our liquidation preference in the ~~acquisitions of Pioneer Foods, Rockstar and Be & Cheery and the resulting goodwill as of the respective acquisition dates is summarized as follows:~~

Pioneer Foods Rockstar Be & Cheery
Acquisition date March 23, 2020 April 24, 2020 June 1, 2020
Inventories $ 229 $ 52 $ 45
Property, plant and equipment 379 8 60
Amortizable intangible assets 52 — 98
Nonamortizable intangible assets 183 2,400 309
Other assets and liabilities (53) (9) (24)
Net deferred income taxes (117) — (99)
Noncontrolling interest (5) — —
Total identifiable net assets 668 2,451 389
Goodwill 558 2,278 309
Total purchase price $ 1,226 $ 4,729 $ 698

~~Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.~~

~~The goodwill recorded as part of the acquisition of Pioneer Foods primarily reflects synergies expected~~Tropicana JV. Subsequent to ~~arise from our combined brand portfolios and distribution networks, and is not deductible for tax purposes. All of the goodwill is recorded in the AMESA segment.~~

The goodwill recorded as part of the acquisition of Rockstar primarily represents the value of PepsiCo’s expected new innovation in the energy category and is deductible for tax purposes. All of the goodwill is recorded in the PBNA segment.

The goodwill recorded as part of the acquisition of Be & Cheery primarily reflects growth opportunities for PepsiCo as we leverage Be & Cheery’s direct-to-consumer and supply chain capabilities and is not deductible for tax purposes. All of the goodwill is recorded in the APAC segment.

~~Juice Transaction~~

On August 2, 2021, we entered into an agreement with PAI Partners to sell Tropicana, Naked and other select juice brands across North America, and an irrevocable option to sell certain juice businesses in Europe, which will result in combined pre-tax cash proceeds of approximately $3.3 billion while retaining

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~~a 39% noncontrolling interest in a newly formed joint venture (Juice Transaction). After~~ the transaction ~~closes, in~~close date, the ~~United States, PepsiCo will act as the exclusive distributor for the joint venture’s portfolio of brands for small-format and foodservice customers with chilled direct-store-delivery. The~~ purchase price will be adjusted for net working capital and net debt amounts as of the transaction close date compared to targeted amounts set forth in the purchase agreement. ~~The financial~~

A summary of income statement ~~impacts of the Juice Transaction will be recorded in the PBNA and Europe segments and in corporate unallocated expenses.~~

We have reclassified $1.9 billion of assets, primarily accounts receivable, net, and inventories of $0.7 billion, goodwill and other intangible assets of $0.6 billion and property, plant and equipment of $0.5 billion, and liabilities of $0.8 billion, primarily accounts payable and other liabilities of $0.6 billion and deferred income taxes of $0.2 billion,activity related to the Juice Transaction in the 12 weeks ended March 19, 2022 is as ~~held~~follows:


	PBNA		Europe		Corporate		PepsiCo		Provision for income taxes(a)		Net income attributable to PepsiCo		Impact on net income attributable to PepsiCo per common share
Gain associated with the Juice Transaction	$	(3,024)	$	(298)	$	—	$	(3,322)	$	452	$	(2,870)	$	2.06
Acquisition and divestiture-related charges	37		10		3		50		(8)		42		(0.03)
Operating profit	$	(2,987)	$	(288)	$	3	(3,272)		444		(2,828)		2.03
Other pension and retiree medical benefits income (b)							(10)		3		(7)		0.01
Total Juice Transaction							$	(3,282)	$	447	$	(2,835)	$	2.04

(a)Includes $194 million of deferred tax expense related to the recognition of our investment in the Tropicana JV.

(b)Includes $16 million curtailment gain, partially offset by $6 million special termination benefits.

In connection with the sale, we entered into a transition services agreement with PAI Partners, under which we will provide certain services to the Tropicana JV to help facilitate an orderly transition of the business following the sale. In return for ~~sale in~~these services, the Tropicana JV is required to pay certain agreed upon fees to reimburse us for our ~~condensed consolidated balance sheet as of September 4, 2021.~~

The Juice Transaction is expected to close in late 2021 or early 2022, subject to customary conditions, including works council consultations and regulatory approvals. The Juice Transaction does not meet the criteria to be classified as discontinued operations.costs without markup.

Acquisition and Divestiture-Related Charges

Acquisition and divestiture-related charges primarily include merger and integration charges and costs associated with divestitures. Merger and integration charges include changes in fair value of contingent consideration, employee-related costs, contract termination costs and other integration costs. Divestiture-related charges reflect transaction expenses, including consulting, advisory and other professional fees.

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A summary of our acquisition and divestiture-related charges is as follows:

12 Weeks Ended 36 Weeks Ended
9/4/2021 9/5/2020 9/4/2021 9/5/2020
Cost of sales $ — $ 11 $ 1 $ 30
Selling, general and administrative expenses (a)
(3) 32 11 256
Total $ (3) $ 43 $ 12 $ 286
After-tax amount $ (2) $ 27 $ 12 $ 254
Net income attributable to PepsiCo per common share $ — $ (0.02) $ (0.01) $ (0.18)


	12 Weeks Ended
		3/19/2022		3/20/2021		Transaction
FLNA		$	—	$	2	BFY Brands, Inc.
PBNA		37		1		Juice Transaction, Rockstar
Europe		10		—		Juice Transaction
AMESA		—		1		Pioneer Foods

Corporate (a)		3		(14)		Juice Transaction, Rockstar
Total (b)		50		(10)
Other pension and retiree medical benefits expense		6		—		Juice Transaction
Total acquisition and divestiture-related charges		$	56	$	(10)
After-tax amount		$	47	$	(7)
Impact on net income attributable to PepsiCo per common share		$	(0.03)	$	0.01

(a)~~The income~~Income amount primarily relates to ~~the change~~changes in ~~the~~ fair value of the contingent consideration ~~associated~~in connection with our acquisition of Rockstar.

Acquisition and divestiture-related charges primarily include fair value adjustments to the acquired inventory included in the acquisition-date balance sheets (recorded in cost of sales), merger and integration charges and costs associated with divestitures (recorded(b)Recorded in selling, general and administrative expenses). Merger and integration charges include liabilities to support socioeconomic programs in South Africa, closing costs, employee-related costs, changes in the fair value of contingent consideration, contract termination costs and other integration costs.

~~Acquisition and divestiture-related charges by division are as follows:~~

12 Weeks Ended 36 Weeks Ended
9/4/2021 9/5/2020 9/4/2021 9/5/2020 Transaction
FLNA $ — $ 1 $ 2 $ 26 BFY Brands
PBNA — 17 2 60 Rockstar
AMESA 1 10 8 169 Pioneer Foods
APAC — 5 3 5 Be & Cheery
Corporate (a)
(4) 10 (3) 26 Rockstar, Juice Transaction
Total $ (3) $ 43 $ 12 $ 286

~~(a) Income amounts primarily relate to the change in the fair value of contingent consideration associated with our acquisition of Rockstar.~~

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 ~~2020~~2021 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

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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; the impact of COVID-19; 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; water scarcity; changes in the retail landscape or in sales to any key customer; disruption of PepsiCo’s manufacturing operations or supply chain, including ~~cost inflation in raw materials,~~increased commodity, packaging, transportation, labor and ~~commodities;~~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; failure to successfully complete or manage strategic transactions; PepsiCo’s reliance on third-party service ~~providers;~~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 ~~of PepsiCo’s products;~~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; and 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

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Results of Operations – Our Business Risks,” included in our ~~2020~~2021 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.

COVID-19

Our global operations continue to expose us to risks associated with the COVID-19 ~~pandemic, which continues~~pandemic. Numerous measures have been implemented around the world to ~~result in challenging operating environments and has affected almost all~~try to reduce the spread of the ~~more than 200 countries~~virus and territories in which our products are made, manufactured, distributed or sold. Travel bans and restrictions, quarantines, curfews, restrictions on public gatherings, shelter in place and safer-at-home orders, business shutdowns and closures continue in many of these ~~markets. These~~ measures have impacted and will continue to impact us, our ~~customers (including foodservice customers), consumers, employees, bottlers, contract manufacturers, distributors, joint venture~~business partners ~~suppliers~~ and ~~other third parties with whom we do business, which~~our customers. The COVID-19 pandemic, including these measures, may continue to result in changes in demand for our products, increases in employee and other operating costs ~~(whether as a result of changes to our~~or supply chain ~~or increases in employee costs, including expanded benefits and frontline incentives, costs associated with the provision of personal~~

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protective equipment and increased sanitation, or otherwise), or adverse impacts to our supply chain through labor shortages, raw material shortages or reduced availability of air or other commercial transport, port closures or border restrictions,disruptions, any of which can impact our ability to ~~make, manufacture, distribute and sell~~operate our ~~products.~~business. In addition, measures that impact our ability to access our offices, plants, warehouses, distribution centers or other facilities, or that impact the ability of our customers (including our foodservice customers), consumers, bottlers, contract manufacturers, distributors, joint venture partners, suppliers and other third parties to do the same,we may continue to ~~impact~~experience business disruptions resulting from the ~~availability or productivity~~temporary closures of our ~~and their employees, many of whom are not able to perform their job functions remotely.~~

~~Public concern regarding the risk of contracting COVID-19 has impacted and may continue to impact demand from consumers, including due to consumers not leaving their homes~~facilities or leaving their homes less often than they did prior to the start of the pandemic or otherwise shopping for and consuming food and beverage products in a different manner than they historically have or because somefacilities of our ~~consumers have lower discretionary income due~~business partners or the inability of a significant portion of our or our business partners’ workforce to ~~unemployment~~work because of illness, absenteeism, quarantine, vaccine mandates, or ~~reduced~~travel or ~~limited work as a result of measures taken in response to the pandemic.~~ other governmental restrictions.

Even as governmental restrictions are relaxed and economies gradually, partially, or fully reopen in certain ~~of these~~ jurisdictions and markets, the ongoing economic impacts and health concerns associated with the pandemic may continue to affect consumer behavior, spending levels and shopping and consumption preferences. Changes in consumer purchasing and consumption patterns may increase demand for our products in one quarter, resulting in decreased demand for our products in subsequent quarters, or in a lower-margin sales channel resulting in potentially reduced profit from sales of our products. We continue to see shiftsincluding changes in product and channel preferences ~~as markets move through varying stages~~that result in reduced sales or profit from the sale of ~~restrictions and re-opening at different times, including changes in at-home consumption, in immediate consumption and away-from-home channels, such as convenience and gas and foodservice.~~our products. In addition, ~~we continue to see an increase in demand in the e-commerce and online-to-offline channels and~~ any ~~failure to capitalize on this demand could adversely affect our ability to maintain and grow sales or category share and erode our competitive position.~~

~~Any~~ reduced demand for our products or change in consumer purchasing and consumption patterns, as well as continued economic uncertainty, ~~(including supply chain disruptions and labor shortages),~~ can adversely affect our customers’ and business partners’ financial condition, which can result in bankruptcy filings and/or an inability to pay for our products, reduced or canceled orders of our products, continued or additional closing of restaurants, stores, entertainment or sports complexes, schools or other venues in which our products are sold, or reduced capacity at any of the foregoing, or our business partners’ inability to supply us with ingredients or other items necessary for us to make, manufacture, distribute or sell our products. Such adverse changes in our customers’ or business partners’ financial condition have alsohas resulted and may continue to result in our recording additional charges for our inability to recover or collect any accounts receivable, owned or leased assets, including certain foodservice, ~~and~~ vending and other equipment, or prepaid expenses. In addition, continued economic uncertainty associated with the COVID-19 pandemic has resulted in volatility in the global capital and credit markets which can impair our ability to access these markets on terms commercially acceptable to us, or at all.

While we have developed and implemented and continue to develop and implement health and safety protocols, business continuity plans and crisis management protocols in an effort to mitigate the negative impact of COVID-19 to our employees and our business, the extent of the impact of the pandemic on our business and financial results will continue to depend on numerous evolving factors that we are not able to accurately predict and which will vary by jurisdiction and market, including the duration and scope of the pandemic, the possible emergence and spread of new variants of the virus, ~~including~~ the ~~delta variant, the likelihood~~availability, administration and effectiveness of ~~a resurgence of positive cases, the development, availability and public acceptance of effective~~ treatments and vaccines, ~~the speed at which such vaccines are administered, the efficacy of current vaccines against evolving strains or variants of the virus,~~ global economic conditions during and

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after the pandemic, governmental actions that have been taken, or may be taken in the future, in response to the pandemic and changes in consumer behavior in response to the pandemic, some of which may be more than just temporary.

Risks Associated with Commodities and Our Supply Chain

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. During the 12 weeks ended ~~September 4, 2021,~~March 19, 2022, we ~~experienced higher than anticipated~~continued to experience inflationary pressures on transportation and commodity costs, which we expect to continue for the remainder of ~~2021.~~2022. A number of external factors, including the deadly conflict in Ukraine, the COVID-19 pandemic, adverse weather conditions, supply chain disruptions (including raw material shortages) and labor shortages, have impacted and may continue to impact transportation and commodity 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.

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See Note 98 to our condensed consolidated financial statements in this Form 10-Q and Note 9 to our consolidated financial statements in our ~~2020~~2021 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 could result in significant increased costs of compliance 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 ~~September 4, 2021, substantially all of our financial results outside of North America reflect the months of June, July and August. In the 36 weeks ended September 4, 2021, substantially all of~~March 19, 2022, our financial results outside of North America reflect the months of January ~~through August.~~and February. In the 3612 weeks ended ~~September 4, 2021,~~March 19, 2022, our operations outside of the United States generated ~~43%~~37% of our consolidated net revenue, with Mexico, Canada, China, Russia, ~~China,~~ the United Kingdom and South Africa comprising approximately ~~22%~~20% 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 weeks ended ~~September 4, 2021, favorable~~March 19, 2022, unfavorable foreign exchange ~~contributed 2 percentage points to~~reduced net revenue growth by 1 percentage point, primarily due to ~~appreciation~~declines in the Turkish lira, euro, Russian ruble and Mexican peso, South African rand and Canadian dollar. In the 36 weeks ended September 4, 2021, favorable foreign exchange contributed 2 percentage points to net revenue growth, primarily due to appreciation in the Mexican peso, Canadian dollar and euro.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, Russia, Turkey and ~~Turkey,~~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 impairments or write offs, and to identify actions to potentially mitigate any unfavorable impacts on our future results. We also continue to monitor the economic and political developments related to the United Kingdom’s withdrawal from the European Union (Brexit), including the effects of the post-Brexit trade deal entered into between the United Kingdom and the European Union in December 2020, as well as the economic, operating and political environment in Russia and the potential impact for our Europe segment and other businesses.

See Note 98 to our condensed consolidated financial statements in this Form 10-Q for the fair values of our financial instruments as of ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020~~25, 2021 and Note 9 to our consolidated financial statements in our ~~2020~~2021 Form 10-K for a discussion of these items.

Risks Associated with the Deadly Conflict in Ukraine

In addition to the risks associated with international operations discussed above, we continue to face risks associated with the deadly conflict in Ukraine. The conflict has resulted in worldwide geopolitical and macroeconomic uncertainty and led us to suspend the majority of our operations in Ukraine. We are in the process of suspending sales of Pepsi-Cola and certain of our other global beverage brands, our discretionary capital investments and advertising and promotional activities in Russia, which has negatively impacted and could continue to negatively impact our business. We continue to offer our other products in Russia. Our operations in Russia and Ukraine, respectively, accounted for 4% and 0.5% of our consolidated net revenue for the year ended December 25, 2021 and 3% and 0.4% of our consolidated net revenue for both the 12 weeks ended March 19, 2022 and the 12 weeks ended March 20, 2021. Our assets

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in Russia and Ukraine, respectively, were 5% and 0.3% of our consolidated assets as of December 25, 2021 and 4% and 0.1% of our consolidated assets as of March 19, 2022.

The conflict has resulted and could continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to our information systems, reputational risks, heightened risks to employee safety, significant volatility of the Russian ruble, limitations on access to credit markets, including working capital facilities, increased operating costs (including fuel and other input costs), environmental, health and safety risks related to securing and maintaining facilities, additional sanctions and other regulations (including restrictions on the transfer of funds to and from Russia). The ongoing conflict could result in loss of assets or result in additional impairment charges. We cannot predict how and the extent to which the conflict will affect our customers, operations or business partners or our ability to achieve certain of our sustainability goals. The conflict has adversely affected and could continue to adversely affect demand for our products and our global business.

The extent of the impact of these tragic events on our business remains uncertain and will continue to depend on numerous evolving factors that we are not able to accurately predict, including the duration and scope of the conflict. We will continue to monitor and assess the situation as circumstances evolve and to identify actions to potentially mitigate any unfavorable impacts on our future results.

Imposition of Taxes and Regulations on our Products

Certain jurisdictions in which our products are made, manufactured, distributed or sold have either imposed, or are considering imposing, new or increased taxes or regulations on the manufacture, distribution or sale of our products or their packaging, ingredients or substances contained in, or attributes of, our products or their packaging, commodities used in the production of our products or their packaging or the recyclability or recoverability of our packaging. These taxes and regulations vary in scope and form. For example, some taxes apply to all beverages, including non-caloric beverages, while others apply only to beverages with a caloric sweetener (e.g., sugar). In addition, COVID-19 has resulted in increased regulatory focus on labeling in certain jurisdictions, including in Mexico which enacted product labeling requirements and limitations on the marketing of certain of our products as a result of ingredients or substances contained in such products. Further, some regulations apply to all products using certain types of packaging (e.g., plastic), while others are designed to increase the sustainability of packaging, encourage waste reduction and increased recycling rates or facilitate the waste management process or restrict the sale of products in certain packaging.

We sell a wide variety of beverages ~~foods~~ and ~~snacks~~convenient foods in more than 200 countries and territories and the profile of the products we sell, the amount of revenue attributable to such products and the type of packaging used vary by jurisdiction. Because of this, we cannot predict the scope or form potential taxes, regulations or other limitations on our products or their packaging may take, and therefore cannot predict the impact of such taxes, regulations or limitations on our financial results. In addition, taxes, regulations 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.

Retail Landscape

Our industry continues to be affected by disruption of the retail landscape, including the rapid 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, including as a result of the COVID-19 pandemic. We continue to monitor changes in the retail landscape and seek to identify actions we may take to build our

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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 ~~2020~~2021 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. Refer to

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~~“Item~~ “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Financial Results – Volume” included in our ~~2020~~2021 Form 10-K for further information on volume. Beginning in the first quarter of 2022, unit volume growth adjusts for the impacts of acquisitions, divestitures and other structural changes. Further, unit volume growth will exclude 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~~reported substantially all of our international volume on a monthly calendar basis prior to the fourth quarter of 2021, and beginning in the fourth quarter of 2021, all of our international operations report on a monthly calendar basis. The 12 weeks ended ~~September 4, 2021 include volume outside of North America for the months of June, July and August. The 36 weeks ended September 4, 2021~~March 19, 2022 include volume outside of North America for the months of January ~~through August.~~and February.

Consolidated Net Revenue and Operating Profit


		12 Weeks Ended								36 Weeks Ended									12 Weeks Ended
		9/4/2021			9/5/2020			Change		9/4/2021			9/5/2020			Change				3/19/2022			3/20/2021			Change
Net revenue	Net revenue	$	20,189		$	18,091		12	%	$	54,226		$	47,917		13	%	Net revenue		$	16,200		$	14,820		9	%
Operating profit	Operating profit	$	3,159		$	3,011		5	%	$	8,600		$	7,254		19	%	Operating profit		$	5,267		$	2,312		128	%
Operating margin	Operating margin	15.6		%	16.6		%	(1.0)		15.9		%	15.1		%	0.8		Operating margin		32.5		%	15.6		%	16.9

See “Results of Operations – Division Review” for a tabular presentation and discussion of key drivers of net revenue.

~~12 Weeks~~

Operating profit grew 5%128% and operating margin ~~declined 1~~improved 16.9 percentage ~~point.~~points. Operating profit growth was primarily driven by a 144-percentage-point impact of the gain associated with the Juice Transaction, partially offset by the charges associated with the Russia-Ukraine conflict and the Brand Portfolio Impairment Charges in Russia, each of which reduced operating profit growth by 10 percentage points.

Operating profit growth was also driven by net revenue growth and productivity savings, partially offset by certain operating cost increases and a ~~14-percentage-point~~29-percentage-point impact of higher commodity costs. ~~The operating margin decline primarily reflects higher commodity costs and certain operating cost increases, including incremental transportation costs.~~

~~Higher mark-to-market losses~~A prior-year gain on ~~commodity derivatives included in “Items Affecting Comparability”~~an investment reduced operating profit growth by 35 percentage points. ~~Additionally, lower charges taken as a result~~The operating margin improvement primarily reflects the impact of the ~~COVID-19 pandemic compared to~~gain associated with the ~~prior year contributed 4 percentage points to operating profit growth.~~Juice Transaction.

~~36 Weeks~~

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Operating profit grew 19% and operating margin improved 0.8 percentage point. Operating profit growth was primarily driven by the net revenue growth and productivity savings, partially offset by certain operating cost increases, a 10-percentage-point impact of higher commodity costs and higher advertising and marketing expenses.

Lower acquisition and divestiture-related charges included in “Items Affecting Comparability” contributed 4 percentage points to operating profit growth. Additionally, lower charges taken as a result of the COVID-19 pandemic compared to the prior year contributed 7 percentage points to operating profit growth.

Juice Transaction

~~During~~In the 12 weeks ended ~~September 4, 2021,~~March 19, 2022, we ~~entered into an agreement with PAI Partners to sell~~sold our Tropicana, Naked and other select juice brands ~~across North America, and an irrevocable option~~ to ~~sell certain juice businesses in Europe,~~PAI Partners, while retaining a 39% noncontrolling interest in ~~a newly formed joint venture. After~~ the ~~transaction closes,~~Tropicana JV, operating across North America and Europe. These juice businesses delivered approximately $3 billion in net revenue in 2021. In the ~~United States,~~U.S., PepsiCo ~~will act~~acts as the exclusive distributor for ~~the joint venture’s~~Tropicana JV’s portfolio of brands for small-format and foodservice customers with chilled direct-store-delivery. ~~This transaction is expected to close in late 2021 or early 2022, subject to customary conditions, including works council consultations and regulatory approvals.~~ See Note 1211 to our condensed consolidated financial statements for further information. ~~These juice businesses delivered approximately $3 billion in net revenue in 2020.~~

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Results of Operations – Division Review

While our financial results in North America are reported on a 12-week basis, substantially all of our international operations ~~report~~reported on a monthly calendar basis ~~for which~~prior to the fourth quarter of 2021. Beginning in the fourth quarter of 2021, all of our international operations reported on a monthly calendar basis. This change did not have a material impact on our condensed consolidated financial statements. For our international operations, the months of ~~June, July~~January and ~~August~~February are reflected in our results for the 12 weeks ended ~~September 4, 2021 and the months of January through August are reflected in our results for the 36 weeks ended September 4, 2021.~~March 19, 2022.

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 and “net pricing” reflects the year-over-year combined impact of list price changes, weight changes per package, discounts and allowances.

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 9/4/2021
Impact of Impact of
Reported
% Change, GAAP Measure Foreign exchange translation Acquisitions and divestitures
Organic
% Change, Non-GAAP Measure(a)
Organic volume(b)
Effective net pricing
FLNA 6 % (0.5) — 5 % 1 4
QFNA 2 % (1) — 1 % (4) 4.5
PBNA 7 % (0.5) — 7 % 3 4
LatAm 27 % (8) — 19 % 6 13
Europe 9 % — — 8 % 6 2.5
AMESA 33 % (8) (5) 20 % 12 8
APAC 27 % (7) (5) 15 % 12 3
Total 12 % (2) (1) 9 % 4 5


		36 Weeks Ended 9/4/2021						12 Weeks Ended 3/19/2022
				Impact of					Impact of						Impact of					Impact of
		Reported % Change, GAAP Measure		Foreign exchange translation	Acquisitions and divestitures	Organic % Change, Non-GAAP Measure(a)				Organic volume(b)	Effective net pricing		Reported % Change, GAAP Measure			Foreign exchange translation	Acquisitions and divestitures	Organic % Change, Non-GAAP Measure(a)			Organic volume(b)	Effective net pricing
FLNA	FLNA	5.5	%	(1)	—	5	%			1	4	FLNA	14	%		—	—	14	%		2	12
QFNA	QFNA	(3.5)	%	(1)	—	(4)	%			(10)	5	QFNA	11	%		—	—	11	%		(1.5)	12
PBNA	PBNA	12	%	(1)	(2)	10	%			5	5	PBNA	5.5	%		—	7	13	%		4	8
LatAm	LatAm	17	%	(4)	—	13	%			4	10	LatAm	19	%		3	1	22	%		6	16
Europe	Europe	10	%	(1)	—	9	%			6	2.5	Europe	—	%		8	2	11	%		—	11
AMESA	AMESA	45	%	(7)	(24)	14	%			8	5.5	AMESA	14	%		2	2	18	%		11	7
APAC	APAC	43	%	(8)	(22)	13	%			10	3	APAC	8	%		1	0.5	9	%		2	8
Total	Total	13	%	(2)	(3)	8	%			4	5	Total	9	%		1	3	14	%		3	10

(a)Amounts may not sum due to rounding.

(b)Excludes the impact of acquisitions, divestitures and divestitures, including the impact, in the 36 weeks ended September 4, 2021, of an extra month of volume for our acquisitions of Pioneer Foods in our AMESA division and Be & Cheery in our APAC division as we aligned the reporting calendars of these acquisitions with those of our divisions.other structural changes. In certain instances, the impact of organic volume growth on net revenue growth differs from the unit volume growth disclosed in the following divisional discussions due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, temporary timing differences between bottler case sales and concentrate shipments and equivalents (CSE). ~~Our~~We report net revenue ~~excludes nonconsolidated joint venture volume, and, for~~from our franchise-owned beverage businesses is based on CSE. The volume sold by our nonconsolidated joint ventures has no direct impact on our net revenue.

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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.”

Operating Profit and Operating Profit Adjusted for Items Affecting Comparability

12 Weeks Ended 9/4/2021
Items Affecting Comparability(a)
Reported, GAAP Measure(b)
Mark-to-market net impact Restructuring and impairment charges
Acquisition and divestiture-related charges(c)
Core,
Non-GAAP Measure(b)
FLNA $ 1,357 $ — $ 2 $ — $ 1,359
QFNA 106 — 1 — 107
PBNA 773 — 3 — 776
LatAm 393 — 14 — 407
Europe 439 — 20 — 459
AMESA 312 — 5 1 318
APAC 201 — 1 — 202
Corporate unallocated expenses (422) 34 5 (4) (387)
Total $ 3,159 $ 34 $ 51 $ (3) $ 3,241

12 Weeks Ended 9/5/2020
Items Affecting Comparability(a)
Reported,
GAAP Measure(b)
Mark-to-market net impact Restructuring
and impairment charges Acquisition and divestiture-related charges
Core,
Non-GAAP Measure(b)
FLNA $ 1,353 $ — $ 2 $ 1 $ 1,356
QFNA 145 — — — 145
PBNA 697 — 29 17 743
LatAm 250 — 5 — 255
Europe 480 — 13 — 493
AMESA 193 — 2 10 205
APAC 163 — 1 5 169
Corporate unallocated expenses (270) (71) 8 10 (323)
Total $ 3,011 $ (71) $ 60 $ 43 $ 3,043


		36 Weeks Ended 9/4/2021								12 Weeks Ended 3/19/2022
				Items Affecting Comparability(a)												Items Affecting Comparability(a)
		Reported, GAAP Measure(b)		Mark-to-market net impact		Restructuring and impairment charges		Acquisition and divestiture-related charges(c)			Core, Non-GAAP Measure(b)			Reported, GAAP Measure(b)		Mark-to-market net impact		Restructuring and impairment charges		Acquisition and divestiture-related charges		Gain associated with the Juice Transaction		Russia-Ukraine conflict charges		Brand Portfolio Impairment Charges		Core, Non-GAAP Measure(b)
FLNA	FLNA	$	3,979	$	—	$	20	$	2		$	4,001	FLNA	$	1,296	$	—	$	3	$	—	$	—	$	—	$	—	$	1,299
QFNA	QFNA	384		—		1		—			385		QFNA	159		—		—		—		—		—		—		159
PBNA	PBNA	1,948		—		8		2			1,958		PBNA	3,434		—		3		37		(3,024)		—		—		450
LatAm	LatAm	967		—		22		—			989		LatAm	323		—		6		—		—		—		—		329
Europe	Europe	975		—		46		—			1,021		Europe	(136)		—		7		10		(298)		241		241		65
AMESA	AMESA	706		—		9		8			723		AMESA	180		—		2		—		—		—		—		182
APAC	APAC	601		—		2		3			606		APAC	215		—		1		—		—		—		—		216
Corporate unallocated expenses	Corporate unallocated expenses	(960)		(61)		15		(3)			(1,009)		Corporate unallocated expenses	(204)		(112)		5		3		—		—		—		(308)
Total	Total	$	8,600	$	(61)	$	123	$	12		$	8,674	Total	$	5,267	$	(112)	$	27	$	50	$	(3,322)	$	241	$	241	$	2,392

~~Table of Contents~~


		36 Weeks Ended 9/5/2020											12 Weeks Ended 3/20/2021
				Items Affecting Comparability(a)											Items Affecting Comparability(a)
		Reported, GAAP Measure(b)		Mark-to-market net impact		Restructuring and impairment charges		Acquisition and divestiture-related charges		Core, Non-GAAP Measure(b)			Reported, GAAP Measure(b)		Mark-to-market net impact		Restructuring and impairment charges		Acquisition and divestiture-related charges(c)		Core, Non-GAAP Measure(b)
FLNA	FLNA	$	3,833	$	—	$	9	$	26	$	3,868	FLNA	$	1,240	$	—	$	15	$	2	$	1,257
QFNA	QFNA	491		—		1		—		492		QFNA	150		—		—		—		150
PBNA	PBNA	1,391		—		32		60		1,483		PBNA	366		—		4		1		371
LatAm	LatAm	700		—		14		—		714		LatAm	218		—		2		—		220
Europe	Europe	977		—		29		—		1,006		Europe	131		—		11		—		142
AMESA	AMESA	386		—		9		169		564		AMESA	138		—		1		1		140
APAC	APAC	494		—		4		5		503		APAC	208		—		—		—		208
Corporate unallocated expenses	Corporate unallocated expenses	(1,018)		26		18		26		(948)		Corporate unallocated expenses	(139)		(75)		4		(14)		(224)
Total	Total	$	7,254	$	26	$	116	$	286	$	7,682	Total	$	2,312	$	(75)	$	37	$	(10)	$	2,264

(a)See “Items Affecting Comparability.”

(b)Includes the charges taken as a result of the COVID-19 pandemic. See Note 1 to our condensed consolidated financial statements for further information.

(c)~~The income amounts~~Income amount primarily ~~relate~~relates to ~~the change~~changes in ~~the~~ fair value of the contingent consideration ~~associated~~in connection with our acquisition of Rockstar.

Table of Contents

Operating Profit Growth and Operating Profit Growth Adjusted for Items Affecting Comparability on a Constant Currency Basis

12 Weeks Ended 9/4/2021
Impact of Items Affecting Comparability(a)
Impact of
Reported % Change, GAAP Measure Mark-to-market net impact Restructuring and impairment charges Acquisition and divestiture-related charges
Core
% Change, Non-GAAP Measure(b)
Foreign exchange translation
Core Constant Currency
% Change, Non-GAAP Measure(b)
FLNA — % — — — — % — — %
QFNA (27) % — — — (27) % — (27) %
PBNA 11 % — (4) (2.5) 4 % (1) 4 %
LatAm 57 % — 3 — 60 % (13) 47 %
Europe (8) % — 2 — (7) % — (7) %
AMESA 63 % — 3 (10) 56 % (3.5) 52 %
APAC 23 % — — (4) 20 % (3) 16 %
Corporate unallocated expenses 57 % (44) 1 6 20 % — 20 %
Total 5 % 3 — (1.5) 6 % (2) 5 %


		36 Weeks Ended 9/4/2021								12 Weeks Ended 3/19/2022
				Impact of Items Affecting Comparability(a)					Impact of							Impact of Items Affecting Comparability(a)								Impact of
		Reported % Change, GAAP Measure		Mark-to-market net impact	Restructuring and impairment charges	Acquisition and divestiture-related charges	Core % Change, Non-GAAP Measure(b)		Foreign exchange translation		Core Constant Currency % Change, Non-GAAP Measure(b)			Reported % Change, GAAP Measure		Mark-to-market net impact	Restructuring and impairment charges	Acquisition and divestiture-related charges	Gain associated with the Juice Transaction	Russia-Ukraine conflict charges	Brand Portfolio Impairment Charges	Core % Change, Non-GAAP Measure(b)		Foreign exchange translation	Core Constant Currency % Change, Non-GAAP Measure(b)
FLNA	FLNA	4	%	—	—	(1)	3	%	(0.5)		3	%	FLNA	4.5	%	—	(1)	—	—	—	—	3	%	—	3	%
QFNA	QFNA	(22)	%	—	—	—	(22)	%	—		(22)	%	QFNA	6	%	—	—	—	—	—	—	6	%	—	6	%
PBNA	PBNA	40	%	—	(2)	(6)	32	%	(1)		31	%	PBNA	839	%	—	(1)	10	(827)	—	—	21	%	—	21	%
LatAm	LatAm	38	%	—	—	—	39	%	(7)		32	%	LatAm	48	%	—	2	—	—	—	—	50	%	3.5	53	%
Europe	Europe	—	%	—	2	—	2	%	(2)		—	%	Europe	(204)	%	—	(3)	8	(234)	189	189	(55)	%	5	(50)	%
AMESA	AMESA	83	%	—	—	(55)	28	%	(2)		26	%	AMESA	30	%	—	—	—	—	—	—	30	%	1.5	32	%
APAC	APAC	22	%	—	(1)	(1)	20	%	(5)		16	%	APAC	3	%	—	1	—	—	—	—	4	%	1	5	%
Corporate unallocated expenses	Corporate unallocated expenses	(6)	%	9	—	3	7	%	—		7	%	Corporate unallocated expenses	46	%	(15)	—	7	—	—	—	37	%	—	37	%
Total	Total	19	%	(1)	—	(4)	13	%	(2)		11	%	Total	128	%	(2)	—	3	(144)	10	10	6	%	1	6	%

(a)See “Items Affecting Comparability” for further information.

(b)Amounts may not sum due to rounding.

~~Table of Contents~~

FLNA

~~12 Weeks~~

Net revenue grew 6%14%, ~~primarily~~ driven by effective net pricing and organic volume growth. Unit volume grew 1%, primarily reflecting ~~double-digit~~high-single-digit growth in variety packs and ~~high-single-digit~~mid-single-digit growth in trademark ~~Ruffles,~~Lay’s, partially offset by a ~~low-single-digit~~double-digit decline in ~~trademark Lay’s and a mid-single-digit decline in trademark Tostitos.~~our Sabra joint venture products.

Operating profit increased slightly, primarily reflecting the net revenue growth, productivity savings, lower advertising and marketing expenses and a 3-percentage-point impact of lower charges taken as a result of the COVID-19 pandemic. These impacts were largely offset by certain operating cost increases, including strategic initiatives and incremental transportation costs, and a 5-percentage-point impact of higher commodity costs, primarily packaging material and cooking oil.

~~36 Weeks~~

Net revenue grew 5.5%, primarily driven by effective net pricing and organic volume growth. Unit volume grew 1%, primarily reflecting the impact of our BFY Brands acquisition in the first quarter of 2020 and double-digit growth in variety packs, partially offset by a mid-single-digit decline in trademark Tostitos and a low-single-digit decline in trademark Lay’s.

~~Operating profit increased 4%~~4.5%, primarily reflecting the net revenue growth and productivity ~~savings and a 4- percentage-point impact of lower charges taken as a result of the COVID-19 pandemic.~~savings. These impacts were partially offset by certain operating cost increases, including strategic initiatives and incremental transportation costs, and a ~~3-percentage-point~~13-percentage-point impact of higher commodity costs, primarily cooking oil and packaging ~~material and cooking oil.~~material.

QFNA

~~12 Weeks~~

Net revenue grew ~~2% and unit volume declined 4%. The net revenue growth primarily reflects~~11%, driven by effective net pricing, partially offset by a decrease in organic volume. ~~The unit~~Unit volume ~~decline was~~declined 1.5%, primarily ~~driven by~~reflecting a double-digit decline in pancake ~~syrup~~syrups and ~~mix, a high-single-digit decline in ready-to-eat cereals and~~mixes, a low-single-digit decline in oatmeal ~~partially offset by growth in Cheetos macaroni and cheese, which was introduced in the third quarter of 2020.~~

~~Operating profit declined 27%, primarily reflecting certain operating cost increases, including incremental transportation costs,~~ and a ~~10-percentage-point impact of higher commodity costs, partially offset by productivity savings and the effective net pricing.~~

~~The impact of the COVID-19 pandemic contributed to a current-year decrease~~mid-single-digit decline in ~~consumer demand, which had a negative impact on net revenue, unit volume and operating profit performance compared to the significant COVID-19-related surge in demand in the prior year.~~

~~36 Weeks~~

Net revenue declined 3.5% and unit volume declined 10%. The net revenue decline primarily reflects a decrease in organic volume, partially offset by effective net pricing. The unit volume decline was driven by double-digit declines in oatmeal, pancake syrup and mix, and ready-to-eat cereals, partially offset by ~~the growth in Cheetos macaroni and cheese, which was introduced in the third quarter of 2020, and~~ double-digit growth in ~~lite snacks.~~

~~Table of Contents~~

rice/pasta sides and trademark Gamesa.

Operating profit ~~declined 22%~~grew 6%, primarily reflecting ~~certain operating cost increases, including incremental transportation costs,~~ the ~~net revenue performance and a 5-percentage-point impact of higher commodity costs, partially offset by productivity savings.~~

The impact of the COVID-19 pandemic contributed to a current-year decrease in consumer demand, which had a negative impact on net revenue, unit volume and operating profit performance compared to the significant COVID-19-related surge in demand in the prior year.

~~PBNA~~

~~12 Weeks~~

~~Net revenue increased 7%, primarily driven by~~ effective net pricing and an increase in organic volume. Unit volume increased 3%, driven by a 3% increase in carbonated soft drink (CSD) volume and a 2% increase in non-carbonated beverage (NCB) volume. The NCB volume increase primarily reflected double-digit increases in our overall water portfolio and our energy portfolio, partially offset by a double-digit decrease in Gatorade sports drinks.

~~Operating profit increased 11%, reflecting the net revenue growth, an 8-percentage-point impact of lower charges taken as a result of the COVID-19 pandemic~~ and productivity savings. These impacts were partially offset by certain operating cost increases, including incremental transportation costs, ~~and~~ a 13-percentage-point impact of higher commodity ~~costs. Additionally, prior-year impairment charges associated with~~costs, primarily oats, and a ~~coconut water brand contributed 5.5 percentage points~~3-percentage-point impact of less favorable settlements of promotional spending accruals compared to ~~operating profit growth.~~the prior year.

~~36 Weeks~~

PBNA

Net revenue increased ~~12%~~5.5%, primarily driven by effective net pricing and an increase in organic volume. The Juice Transaction reduced net revenue growth by 7 percentage points.

Unit volume increased 5%3%, driven by a ~~4% increase in CSD volume and a~~ 7% increase in ~~NCB volume.~~non-carbonated beverage (NCB) volume while carbonated soft drink volume was even. The NCB volume increase primarily reflected double-digit increases in Gatorade sports drinks and in our overall water portfolio and a high-single-digit increase in our energy ~~portfolio and a mid-single-digit increase in Lipton ready-to-drink teas.~~portfolio.

Operating profit increased 40%, reflecting the net revenue growth, a 21-percentage-point impact of lower charges taken as a result of the COVID-19 pandemic and productivity savings. These impacts were partially offset by certain operating cost increases, including incremental transportation costs, an 11-percentage-point impact of higher commodity costs and higher advertising and marketing expenses. Higher prior-year acquisition and divestiture-related charges contributed 6 percentage points to operating profit growth. Additionally, favorable settlements of promotional spending accruals compared to the prior year, acquisitions, and the prior-year impairment charges associated with a coconut water brand each contributed 3 percentage points to operating profit growth.

~~The recovery from the COVID-19 pandemic contributed to a current-year increase in consumer demand, which had a positive impact on net revenue, unit volume and operating profit performance.~~

~~LatAm~~

~~12 Weeks~~

~~Net revenue increased 27%, reflecting effective net pricing, an 8-percentage-point impact of favorable foreign exchange and organic volume growth.~~

~~Snacks unit volume grew 5%, primarily reflecting mid-single-digit growth in Mexico and Brazil.~~

Beverage unit volume grew 9%, primarily reflecting double-digit-growth in Chile, Honduras and Argentina and high-single-digit growth in Guatemala. Additionally, Mexico experienced mid-single-digit growth and Brazil experienced low-single-digit growth.

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Table of Contents

Operating profit increased 57%, primarily reflecting the net revenue growth, productivity savings and a 13-percentage-point impact of favorable foreign exchange. These impacts were partially offset by certain operating cost increases, a 31-percentage-point impact of higher commodity costs, higher advertising and marketing expenses and a 7-percentage-point impact of an insurance settlement recovery in the prior year associated with a production facility fire in Mexico in 2018. A current-year recognition of certain indirect tax credits in Brazil contributed 22 percentage points to operating profit growth. Additionally, lower charges taken as a result of the COVID-19 pandemic contributed 6 percentage points to operating profit growth.

~~The recovery from the COVID-19 pandemic contributed to a current-year increase in consumer demand, which had a positive impact on net revenue, unit volume and operating profit performance.~~

~~36 Weeks~~

~~Net revenue increased 17%, reflecting effective net pricing, a 4-percentage-point impact of favorable foreign exchange and organic volume growth.~~

~~Snacks unit volume grew 3%, primarily reflecting mid-single-digit growth in Brazil.~~

Beverage unit volume grew 7%, primarily reflecting double-digit growth in Chile and Argentina and high-single-digit growth in Guatemala. Additionally, Mexico experienced mid-single-digit growth, Brazil grew slightly and Honduras experienced high-single-digit growth.

Operating profit increased 38%, primarily reflecting the net revenue growth, productivity savings and a 7-percentage-point impact of favorable foreign exchange. These impacts were partially offset by certain operating cost increases, a 28-percentage-point impact of higher commodity costs, higher advertising and marketing expenses and a 3-percentage-point impact of an insurance settlement recovery in the prior year associated with a production facility fire in Mexico in 2018. A current-year recognition of certain indirect tax credits in Brazil contributed 9 percentage points to operating profit growth.

~~The recovery from the COVID-19 pandemic contributed to a current-year increase in consumer demand, which had a positive impact on net revenue, unit volume and operating profit performance.~~

~~Europe~~

~~12 Weeks~~

~~Net revenue increased 9%, primarily reflecting organic volume growth and effective net pricing.~~

Snacks unit volume grew 5%, primarily reflecting high-single-digit growth in Russia and double-digit growth in Turkey, partially offset by low-single-digit declines in the United Kingdom, France and the Netherlands. Additionally, Poland experienced low-single-digit growth and Spain experienced mid-single-digit growth.

Beverage unit volume grew 7%, primarily reflecting double-digit growth in Russia and Turkey, partially offset by a mid-single-digit decline in Germany and a low-single-digit decline in France. Additionally, the United Kingdom experienced mid-single-digit growth.

Operating profit decreased 8%, primarily reflecting certain operating cost increases and a 25-percentage-point impact of higher commodity costs, partially offset by the net revenue growth and productivity savings. Additionally, favorable settlements of promotional spending accruals compared to the prior year and lower charges taken as a result of the COVID-19 pandemic positively contributed 4 percentage points and 3 percentage points, respectively, to operating profit performance.

~~The recovery from the COVID-19 pandemic contributed to a current-year increase in consumer demand, which had a positive impact on net revenue and unit volume performance.~~

~~Table of Contents~~

~~36 Weeks~~

~~Net revenue increased 10%, primarily reflecting organic volume growth and effective net pricing.~~

Snacks unit volume grew 5%, primarily reflecting double-digit growth in Turkey and high-single-digit growth in Russia, partially offset by low-single-digit declines in the United Kingdom and Spain. Additionally, the Netherlands and France experienced low-single-digit growth and Poland experienced mid-single-digit growth.

Beverage unit volume grew 11%, primarily reflecting double-digit growth in Russia, Turkey and France. Additionally, Germany experienced mid-single-digit growth and the United Kingdom experienced high-single-digit growth.

Operating profit was flat, primarily reflecting certain operating cost increases, a 23-percentage-point impact of higher commodity costs and a 3.5-percentage-point impact of a gain on an asset sale in the prior year, offset by the net revenue growth and productivity savings. Additionally, lower charges taken as a result of the COVID-19 pandemic and favorable settlements of promotional spending accruals compared to the prior year positively contributed 5 percentage points and 3 percentage points, respectively, to operating profit performance.

~~The recovery from the COVID-19 pandemic contributed to a current-year increase in consumer demand, which had a positive impact on net revenue and unit volume performance.~~

~~AMESA~~

~~12 Weeks~~

~~Net revenue increased 33%, reflecting organic volume growth, effective net pricing, an 8-percentage-point impact of favorable foreign exchange and a 5-percentage-point impact of acquisitions.~~

~~Snacks unit volume grew 5%, primarily reflecting double-digit growth in India, the Middle East and Pakistan. Additionally, South Africa experienced low-single-digit growth.~~

~~Beverage unit volume grew 19%, primarily reflecting double-digit growth in India. Additionally, the Middle East, Pakistan and Nigeria each experienced double-digit growth.~~

Operating profit increased 63%, primarily reflecting the net revenue growth, productivity savings and a 10-percentage-point impact of the prior-year acquisition and divestiture-related charges associated with our Pioneer Foods acquisition. These impacts were partially offset by certain operating cost increases, a 13-percentage-point impact of higher commodity costs and higher advertising and marketing expenses.

~~The recovery from the COVID-19 pandemic contributed to a current-year increase in consumer demand, which had a positive impact on net revenue, unit volume and operating profit performance.~~

~~36 Weeks~~

Net revenue increased 45%, reflecting a 22-percentage-point impact of our Pioneer Foods acquisition, which included the impact of an extra month of net revenue as we aligned Pioneer Foods’ reporting calendar with that of our AMESA division, as well as organic volume growth and effective net pricing. Favorable foreign exchange contributed 7 percentage points to net revenue growth.

~~Snacks unit volume grew 64%~~839%, primarily reflecting a ~~61-percentage-point impact~~gain of ~~our Pioneer Foods acquisition, which included~~$3.0 billion associated with the impact of an extra month of unit volume as we aligned Pioneer Foods’ reporting calendar with that of our AMESA division, double-digit growth in India and Pakistan and mid- single-digit growth in the Middle East,Juice Transaction, partially offset by ~~a low-single-digit decline in South Africa (excluding our Pioneer Foods acquisition).~~

Beverage unit volume grew 23%, primarily reflecting double-digit growth in India and Pakistan. Additionally, the Middle East experienced double-digit growth and Nigeria experienced high-single-digit growth.

$37 million. Operating profit ~~increased 83%, primarily reflecting a 55-percentage-point impact of the prior-year acquisition and divestiture-related charges associated with our Pioneer Foods acquisition,~~also grew due to the net revenue growth and productivity savings. These impacts were partially offset by certain operating cost increases, including incremental transportation and information technology costs, and a ~~9-percentage-point~~49-percentage-point impact of higher commodity costs, including aluminum and resin. The loss of net revenue due to the Juice Transaction reduced operating profit growth by 16 percentage points. Additionally, less favorable settlements of promotional spending accruals compared to the prior year and unfavorable insurance adjustments reduced operating profit growth by 6 percentage points and 4 percentage points, respectively.

LatAm

Net revenue increased 19%, primarily reflecting effective net pricing and organic volume growth, partially offset by a 3-percentage-point impact of unfavorable foreign exchange.

Convenient foods unit volume grew 4%, primarily reflecting mid-single-digit growth in Mexico and low-single-digit growth in Brazil.

Beverage unit volume grew 7%, primarily reflecting double-digit growth in Argentina and Peru. Additionally, Mexico and Chile experienced mid-single-digit growth, Guatemala experienced low-single-digit growth and Brazil experienced high-single-digit growth.

Operating profit increased 48%, primarily reflecting the net revenue growth and productivity savings. These impacts were partially offset by a 41-percentage-point impact of higher commodity costs, primarily cooking oil and packaging material, certain operating cost increases, a 3.5-percentage-point impact of unfavorable foreign exchange and higher advertising and marketing expenses. ~~Additionally,~~The recognition of certain indirect tax credits in Brazil and lower charges taken as a result of the COVID-19 pandemic ~~and our Pioneer Foods acquisition each~~ contributed 34.5 percentage points and 4 percentage points, respectively, to operating profit growth.

~~The recovery from the COVID-19 pandemic contributed to a current-year increase in consumer demand, which had a positive impact on net revenue, unit volume and operating profit performance.~~

~~APAC~~

~~12 Weeks~~Europe

Net revenue ~~increased 27%~~was flat, reflecting effective net pricing, offset by an 8-percentage-point impact of unfavorable foreign exchange and a 2-percentage-point unfavorable impact of the Juice Transaction.

Convenient foods unit volume grew 1%, primarily reflecting ~~organic volume growth, a 7-percentage-point impact of favorable foreign exchange and effective net pricing. Our Be & Cheery acquisition contributed 5 percentage points to net revenue growth.~~

~~Snacks unit volume grew 9%, primarily reflecting double-digit~~mid-single-digit growth in ~~China~~Turkey, the Netherlands and ~~Thailand. Additionally, Australia experienced mid-single-digit growth~~France and ~~Indonesia and Taiwan each experienced~~ low-single-digit ~~growth. Our Be & Cheery acquisition contributed 4 percentage points to unit volume growth.~~

~~Beverage unit volume grew 9%, primarily reflecting double-digit~~ growth in ~~China,~~the United Kingdom, partially offset by a double-digit decline in ~~Vietnam~~Poland and a ~~slight~~low-single-digit decline in ~~Thailand. Additionally,~~Russia.

Beverage unit volume declined 1%, primarily reflecting double-digit declines in Germany and Turkey, partially offset by mid-single-digit growth in Russia and the ~~Philippines experienced low-single-digit growth.~~United Kingdom and high-single-digit growth in France.

Operating profit ~~increased 23%~~decreased 204%, primarily reflecting the ~~net revenue growth~~Brand Portfolio Impairment Charges in Russia and ~~productivity savings,~~charges associated with the Russia-Ukraine conflict, each of which negatively impacted operating profit performance by 189 percentage points, partially offset by a 234-percentage-point impact of the gain associated with the Juice Transaction. Additionally, operating profit performance was negatively impacted by a 103-percentage-point impact of higher commodity costs, primarily packaging material, raw milk and cooking oil, certain operating cost increases and ~~higher~~a 17-percentage-point impact of payments to employees for a change in pension benefits. These impacts were partially offset by the effective net pricing, productivity savings and lower advertising and marketing expenses. Additionally, the impact of lower acquisition and divestiture-related charges compared to the prior year associated with our Be & Cheery acquisition and favorable foreign exchange contributed 4 percentage points and 3 percentage points, respectively, to operating profit growth.

~~36 Weeks~~

AMESA

Net revenue increased ~~43%~~14%, primarily reflecting a 22-percentage-point impact of our Be & Cheery acquisition, which included the impact of an extra month of net revenue compared to the prior year as we aligned Be & Cheery’s reporting calendar with that of our APAC division, as well as organic volume growth ~~an 8-percentage-point impact of favorable foreign exchange~~ and effective net pricing.

Snacks unit volume grew 23%, primarily reflecting a 23-percentage-point impact of our Be & Cheery acquisition, which included the impact of an extra month of unit volume as we aligned Be & Cheery’s reporting calendar with that of our APAC division, and double-digit growth in China (excluding our Be & Cheery acquisition) and Thailand. Additionally, Australia experienced slight growth, Taiwan experienced low-single-digit growth and Indonesia experienced mid-single-digit growth.

~~Beverage unit volume grew 15%, primarily reflecting double-digit growth in China. Additionally, Vietnam, the Philippines and Thailand each experienced low-single-digit growth.~~

Operating profit increased 22%, primarily reflecting the net revenue growth, productivity savings and a 3-percentage-point contribution from our Be & Cheery acquisition, partially offset by higher advertising and marketing expenses and certain operating cost increases. Additionally, impairment charges associated with

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Table of Contents

Convenient foods unit volume grew 10%, primarily reflecting double-digit growth in the Middle East and Pakistan. Additionally, South Africa experienced mid-single-digit growth and India experienced high-single-digit growth.

Beverage unit volume grew 7%, primarily reflecting double-digit growth in Pakistan and high-single-digit growth in the Middle East and India, partially offset by a high-single-digit decline in Nigeria.

Operating profit increased 30%, primarily reflecting the net revenue growth and productivity savings. These impacts were partially offset by a 38-percentage-point impact of higher commodity costs, primarily cooking oil and packaging material, and certain operating cost increases.

APAC

Net revenue increased 8%, primarily reflecting effective net pricing and organic volume growth.

Convenient foods unit volume declined 1%, primarily reflecting a low-single-digit decline in China, partially offset by double-digit growth in Thailand and mid-single-digit growth in Australia and Indonesia.

Beverage unit volume grew 15%, primarily reflecting double-digit growth in China and the Philippines. Additionally, Vietnam experienced low-single-digit growth and Thailand experienced double-digit growth.

Operating profit increased 3%, primarily reflecting the net revenue growth and productivity savings. These impacts were partially offset by certain operating cost increases, higher advertising and marketing expenses and an ~~equity method investment reduced operating profit growth by 4 percentage points. Favorable foreign exchange contributed 5 percentage points to operating profit growth.~~8-percentage-point impact of higher commodity costs.

Other Consolidated Results


		12 Weeks Ended									36 Weeks Ended										12 Weeks Ended
		9/4/2021			9/5/2020			Change			9/4/2021			9/5/2020			Change					3/19/2022			3/20/2021			Change
Other pension and retiree medical benefits income	Other pension and retiree medical benefits income	$	118		$	86		$	32		$	364		$	247		$	117		Other pension and retiree medical benefits income		$	134		$	120		$	14
Net interest expense and other	Net interest expense and other	$	(232)		$	(264)		$	32		$	(731)		$	(789)		$	58		Net interest expense and other		$	(240)		$	(258)		$	18
Tax rate	Tax rate	26.3		%	18.6		%				23.0		%	20.8		%				Tax rate		17.2		%	20.7		%
Net income attributable to PepsiCo (a)	Net income attributable to PepsiCo (a)	$	2,224		$	2,291		(3)		%	$	6,296		$	5,275		19		%	Net income attributable to PepsiCo (a)		$	4,261		$	1,714		149		%
Net income attributable to PepsiCo per common share – diluted (a)	Net income attributable to PepsiCo per common share – diluted (a)	$	1.60		$	1.65		(3)		%	$	4.54		$	3.79		20		%	Net income attributable to PepsiCo per common share – diluted (a)		$	3.06		$	1.24		148		%

(a)For the 12 ~~and 36~~ weeks ended ~~September 4, 2021, lower charges taken as a result of~~March 19, 2022, the ~~COVID-19 pandemic~~gain associated with the Juice Transaction contributed ~~4 percentage points and 8 percentage points, respectively,~~ to both net income attributable to PepsiCo ~~performance~~growth and net income attributable to PepsiCo per common share ~~performance.~~growth. See Note 11 to our condensed consolidated financial statements for further information.

~~12 Weeks~~

Other pension and retiree medical benefits income increased ~~$32~~$14 million, primarily reflecting the recognition of fixed income gains on plan assets, the impact of plan changes approved in 2020, as discussed in Note 7 in our condensed consolidated financial statements, and the impact of discretionary plan contributions, partially offset by a decrease in the expected rate of return on plan assets.curtailment gains.

Net interest expense and other decreased ~~$32~~$18 million, primarily due to lower average debt balances, lower interest rates on average debt balances and higher interest rates on average cash balances. These impacts were partially offset by ~~lower gains~~losses on the market value of investments used to economically hedge a portion of our deferred compensation liability as well as lower average cash balances.

The reported tax rate ~~increased 7.7~~decreased 3.5 percentage points, primarily reflecting ~~a remeasurement~~the impact of ~~all applicable reserves for uncertain tax positions~~the Juice Transaction, partially offset by valuation allowances recorded as a result of the IRS audit for the tax years 2014 through 2016, including a 6-percentage-point impact from correlating adjustments impacting the mandatory transition tax liability under the TCJ Act, as well as the prior-year impact of net tax benefits related to the TRAF. See Note 5 to our condensed consolidated financial statements for further information.Russia-Ukraine conflict.

~~36 Weeks~~

Other pension and retiree medical benefits income increased $117 million, primarily reflecting the recognition of fixed income gains on plan assets, the impact of plan changes approved in 2020, as discussed in Note 7 in our condensed consolidated financial statements, and the impact of discretionary plan contributions, partially offset by a decrease in the expected rate of return on plan assets.

Net interest expense and other decreased $58 million, primarily due to lower rates on average debt balances and higher gains on the market value of investments used to economically hedge a portion of our deferred compensation liability. These impacts were partially offset by higher average debt balances, lower average cash balances and lower rates on average cash balances.

The reported tax rate increased 2.2 percentage points, primarily reflecting a remeasurement of all applicable reserves for uncertain tax positions as a result of the IRS audit for the tax years 2014 through 2016, including a 2-percentage-point impact from correlating adjustments impacting the mandatory transition tax liability under the TCJ Act, as well as the prior-year impact of net tax benefits related to the TRAF. See Note 5 to our condensed consolidated financial statements for further information.

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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 ~~U.S.~~ 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; costs associated with mergers, acquisitions, divestitures and other structural changes; gains associated with divestitures; asset impairment charges (non-cash); pension and retiree ~~medical related items;~~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 ~~significant~~ 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; ~~asset impairments (non-cash);~~ and remeasurements of net monetary assets. Prior to the fourth quarter of 2021, certain immaterial pension and retiree medical-related settlement and curtailment gains and losses were not considered items affecting comparability. Pension and retiree medical-related service cost, interest cost, expected return on plan assets, and other net periodic pension costs will continue to be reflected in our core results. See below and “Items Affecting Comparability” for a description of adjustments to our ~~U.S.~~ 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 ~~U.S.~~ 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, other pension and retiree medical benefits income, provision for income taxes 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, costs associated with our acquisitions and divestitures, the gain associated with the Juice Transaction, Russia-Ukraine conflict charges, Brand Portfolio Impairment Charges, and ~~tax expense~~the impact of settlement and curtailment gains and losses related to ~~the TCJ Act~~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.~~performance or that we believe impact comparability with the prior year.

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Organic revenue growth

We define organic revenue growth as a measure that adjusts for the impacts of foreign exchange translation, acquisitions, divestitures and ~~divestitures,~~other structural changes, and where applicable, the impact of the ~~53rd~~

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53rd reporting ~~week. Adjusting for acquisitions and divestitures reflects all mergers and acquisitions activity,~~week, including ~~the impact, in the 36 weeks ended September 4, 2021, of an extra month of net revenue for our acquisitions of Pioneer Foods~~ in our AMESA division and Be & Cheery in our APAC division as we aligned the reporting calendars of these acquisitions with those of our divisions, divestitures and other structural changes, including changes in ownership or control in consolidated subsidiaries and nonconsolidated equity investees.fourth quarter 2022 financial results. We believe organic revenue growth provides useful 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 ~~provided by~~used for 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.

Items Affecting Comparability

Our reported financial results in this Form 10-Q are impacted by the following items in each of the following periods:


		12 Weeks Ended 9/4/2021												12 Weeks Ended 3/19/2022
		Cost of sales		Gross profit		Selling, general and administrative expenses		Operating profit		Other pension and retiree medical benefits income		Provision for income taxes(a)			Net income attributable to PepsiCo			Cost of sales		Gross profit		Selling, general and administrative expenses		Gain associated with the Juice Transaction		Operating profit		Other pension and retiree medical benefits income		Provision for income taxes(a)		Net income attributable to PepsiCo
Reported, GAAP Measure	Reported, GAAP Measure	$	9,394	$	10,795	$	7,636	$	3,159	$	118	$	802		$	2,224	Reported, GAAP Measure	$	7,433	$	8,767	$	6,822	$	(3,322)	$	5,267	$	134	$	888	$	4,261
Items Affecting Comparability	Items Affecting Comparability																Items Affecting Comparability
Mark-to-market net impact	Mark-to-market net impact	(15)		15		(19)		34		—		8			26		Mark-to-market net impact	33		(33)		79		—		(112)		—		(26)		(86)
Restructuring and impairment charges	Restructuring and impairment charges	(9)		9		(42)		51		1		7			45		Restructuring and impairment charges	(5)		5		(22)		—		27		—		6		21
Acquisition and divestiture-related charges	Acquisition and divestiture-related charges	—		—		3		(3)		—		(1)			(2)		Acquisition and divestiture-related charges	—		—		(50)		—		50		6		9		47

Tax expense related to the TCJ Act		—		—		—		—		—		(190)			190
Gain associated with the Juice Transaction																	Gain associated with the Juice Transaction	—		—		—		3,322		(3,322)		—		(452)		(2,870)
Russia-Ukraine conflict charges																	Russia-Ukraine conflict charges	(140)		140		(101)		—		241		—		—		241
Brand Portfolio Impairment Charges																	Brand Portfolio Impairment Charges	—		—		(241)		—		241		—		48		193
Pension and retiree medical-related impact																	Pension and retiree medical-related impact	—		—		—		—		—		(16)		(4)		(12)

Core, Non-GAAP Measure	Core, Non-GAAP Measure	$	9,370	$	10,819	$	7,578	$	3,241	$	119	$	626		$	2,483	Core, Non-GAAP Measure	$	7,321	$	8,879	$	6,487	$	—	$	2,392	$	124	$	469	$	1,795

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12 Weeks Ended 9/5/2020
Cost of sales Gross profit Selling, general and administrative expenses Operating profit Other pension and retiree medical benefits income
Provision for income
taxes(a)
Net income attributable to PepsiCo
Reported, GAAP Measure $ 8,156 $ 9,935 $ 6,924 $ 3,011 $ 86 $ 526 $ 2,291
Items Affecting Comparability
Mark-to-market net impact 38 (38) 33 (71) — (16) (55)
Restructuring and impairment charges (1) 1 (59) 60 1 13 48
Acquisition and divestiture-related charges (11) 11 (32) 43 — 16 27
Core, Non-GAAP Measure $ 8,182 $ 9,909 $ 6,866 $ 3,043 $ 87 $ 539 $ 2,311

36 Weeks Ended 9/4/2021
Cost of sales Gross profit Selling, general and administrative expenses Operating profit Other pension and retiree medical benefits income
Provision for income taxes(a)
Net income attributable to PepsiCo
Reported, GAAP Measure $ 24,945 $ 29,281 $ 20,681 $ 8,600 $ 364 $ 1,895 $ 6,296
Items Affecting Comparability
Mark-to-market net impact 21 (21) 40 (61) — (13) (48)
Restructuring and impairment charges (13) 13 (110) 123 6 20 109
Acquisition and divestiture-related charges (1) 1 (11) 12 — — 12
Tax expense related to the TCJ Act — — — — — (190) 190
Core, Non-GAAP Measure $ 24,952 $ 29,274 $ 20,600 $ 8,674 $ 370 $ 1,712 $ 6,559


		36 Weeks Ended 9/5/2020												12 Weeks Ended 3/20/2021
		Cost of sales		Gross profit		Selling, general and administrative expenses		Operating profit		Other pension and retiree medical benefits income		Provision for income taxes(a)			Net income attributable to PepsiCo			Cost of sales		Gross profit		Selling, general and administrative expenses		Operating profit		Other pension and retiree medical benefits income		Provision for income taxes(a)		Net income attributable to PepsiCo
Reported, GAAP Measure	Reported, GAAP Measure	$	21,371	$	26,546	$	19,292	$	7,254	$	247	$	1,396		$	5,275	Reported, GAAP Measure	$	6,671	$	8,149	$	5,837	$	2,312	$	120	$	451	$	1,714
Items Affecting Comparability	Items Affecting Comparability																Items Affecting Comparability
Mark-to-market net impact	Mark-to-market net impact	14		(14)		(40)		26		—		8			18		Mark-to-market net impact	36		(36)		39		(75)		—		(17)		(58)
Restructuring and impairment charges	Restructuring and impairment charges	(4)		4		(112)		116		8		23			101		Restructuring and impairment charges	(2)		2		(35)		37		6		8		35
Acquisition and divestiture-related charges	Acquisition and divestiture-related charges	(30)		30		(256)		286		—		32			254		Acquisition and divestiture-related charges	—		—		10		(10)		—		(3)		(7)
Core, Non-GAAP Measure	Core, Non-GAAP Measure	$	21,351	$	26,566	$	18,884	$	7,682	$	255	$	1,459		$	5,648	Core, Non-GAAP Measure	$	6,705	$	8,115	$	5,851	$	2,264	$	126	$	439	$	1,684

(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.


		12 Weeks Ended							36 Weeks Ended								12 Weeks Ended
		9/4/2021		9/5/2020		Change			9/4/2021			9/5/2020		Change				3/19/2022		3/20/2021			Change
Net income attributable to PepsiCo per common share – diluted, GAAP measure	Net income attributable to PepsiCo per common share – diluted, GAAP measure	$	1.60	$	1.65	(3)	%		$	4.54		$	3.79	20	%	Net income attributable to PepsiCo per common share – diluted, GAAP measure		$	3.06	$	1.24		148	%
Mark-to-market net impact	Mark-to-market net impact	0.02		(0.04)					(0.03)			0.01				Mark-to-market net impact		(0.06)		(0.04)
Restructuring and impairment charges	Restructuring and impairment charges	0.03		0.03					0.08			0.07				Restructuring and impairment charges		0.02		0.03
Acquisition and divestiture-related charges	Acquisition and divestiture-related charges	—		0.02					0.01			0.18				Acquisition and divestiture-related charges		0.03		(0.01)
Tax expense related to the TCJ Act		0.14		—					0.14			—
Gain associated with the Juice Transaction																Gain associated with the Juice Transaction		(2.06)		—
Russia-Ukraine conflict charges																Russia-Ukraine conflict charges		0.17		—
Brand Portfolio Impairment Charges																Brand Portfolio Impairment Charges		0.14		—
Pension and retiree medical-related impact																Pension and retiree medical-related impact		(0.01)		—

Core net income attributable to PepsiCo per common share – diluted, non-GAAP measure	Core net income attributable to PepsiCo per common share – diluted, non-GAAP measure	$	1.79	$	1.66	8	%		$	4.73	(a)	$	4.05	17	%	Core net income attributable to PepsiCo per common share – diluted, non-GAAP measure		$	1.29	$	1.21	(a)	6	%
Impact of foreign exchange translation	Impact of foreign exchange translation					(2)								(2)		Impact of foreign exchange translation							1
Growth in core net income attributable to PepsiCo per common share – diluted, on a constant currency basis, non-GAAP measure	Growth in core net income attributable to PepsiCo per common share – diluted, on a constant currency basis, non-GAAP measure					5.5	%	(a)						15	%	Growth in core net income attributable to PepsiCo per common share – diluted, on a constant currency basis, non-GAAP measure							7	%

(a)Does not sum due to rounding.

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Mark-to-Market Net Impact

We centrally manage commodity derivatives on behalf of our divisions. These commodity derivatives include agricultural products, energy and metals. Commodity derivatives that do not qualify for hedge accounting treatment are marked to market each period with the resulting gains and losses recorded in corporate unallocated expenses as either cost of sales or selling, general and administrative expenses, depending on the underlying commodity. These gains and losses are subsequently reflected in division results when the divisions recognize the cost of the underlying commodity in operating profit. Therefore, the divisions realize the economic effects of the derivative without experiencing any resulting mark-to-market volatility, which remains in corporate unallocated expenses.

Restructuring and Impairment Charges

2019 Multi-Year Productivity Plan

To build on the successful implementation of the 2019 Productivity Plan, ~~to date,~~in the second quarter of 2021, we expanded and extended the program through the end of 2026 to take advantage of additional opportunities within the initiatives of the 2019 Productivity Plan. ~~We now~~As a result, we expect to incur pre-tax charges of approximately $3.15 billion, including cash expenditures of approximately $2.4 ~~billion, as compared to our previous estimate of pre-tax charges of approximately $2.5 billion, which included cash expenditures of approximately $1.6~~ billion. Plan to date through ~~September 4, 2021,~~March 19, 2022, we have incurred pre-tax charges of ~~$926 million,~~$1.1 billion, including cash expenditures of ~~$685~~$808 million. For the remainder of ~~2021,~~2022, we expect to incur pre-tax charges of approximately $325 million, and cash expenditures of approximately ~~$150~~$275 million. These charges will be funded primarily through cash from operations. We expect to incur the majority of the remaining pre-tax

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charges and cash expenditures in our 2022 and 2023 financial results, with the balance to be incurred through 2026. Charges include severance and other employee costs, asset impairments and other costs.

See Note 32 to our condensed consolidated financial statements in this Form 10-Q, as well as Note 3 to our consolidated financial statements in our ~~2020~~2021 Form 10-K, for further information related to our 2019 Productivity Plan.

We regularly evaluate productivity initiatives beyond the productivity plan and other initiatives discussed above and in Note 32 to our condensed consolidated financial statements.

Acquisition and Divestiture-Related Charges

Acquisition and divestiture-related charges primarily include ~~fair value adjustments to the acquired inventory included in the acquisition-date balance sheets,~~ merger and integration charges and costs associated with divestitures. Merger and integration charges include ~~liabilities to support socioeconomic programs in South Africa, closing costs, employee-related costs,~~ changes in ~~the~~ fair value of contingent consideration, employee-related costs, contract termination costs and other integration costs. Divestiture-related charges reflect transaction expenses, including consulting, advisory and other professional fees.

See Note 1211 to our condensed consolidated financial statements for further information.

~~Tax Expense Related to~~Gain Associated with the ~~TCJ Act~~Juice Transaction

~~Tax expense related to~~We recognized a gain associated with the ~~TCJ Act reflects adjustments to the mandatory transition tax liability under the TCJ Act.~~Juice Transaction in our PBNA and Europe divisions.

See Note 511 to our condensed consolidated financial statements for further information.

Russia-Ukraine Conflict Charges

In connection with the deadly conflict in Ukraine, we recognized charges related to property, plant and equipment impairment, allowance for expected credit losses, inventory write-downs and other costs. See Note 1 to our condensed consolidated financial statements for further information.

Brand Portfolio Impairment Charges

We recognized asset impairment charges as a result of management’s decision to discontinue or reposition certain brands. See Note 3 to our condensed consolidated financial statements for further information.

Pension and Retiree Medical-Related Impact

Pension and retiree medical-related impact relates to curtailment gains resulting from the Juice Transaction.

See Note 6 and Note 11 to our condensed consolidated financial statements for further information.

Our Liquidity and Capital Resources

We believe that our cash generating capability and financial condition, together with our revolving credit facilities, working capital lines and other available methods of debt financing, such as commercial paper borrowings and long-term debt financing, will be adequate to meet our operating, investing and financing needs, including with respect to our net capital spending plans. Our primary sources of liquidity include cash from operations, pre-tax cash proceeds of approximately $3.5 billion from the Juice Transaction,proceeds obtained from issuances of commercial paper and long-term debt, and cash and cash equivalents. These sources of cash are available to fund cash outflows that have both a short- and long-term component, including debt repayments and related interest payments; payments for acquisitions; operating leases; purchase, marketing, and other contractual commitments, including capital expenditures and the transition tax liability under the TCJ Act. In addition, these sources of cash fund other cash outflows including anticipated dividend payments and share repurchases. We do not have guarantees or off-balance sheet financing arrangements, including variable interest entities, that we believe could have a material impact on our liquidity. See “Our Business Risks” and Note 7 and Note 11 to our condensed consolidated

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fund cash outflows, such as our anticipated dividend payments, debt repayments, payments for acquisitions, including the contingent consideration related to Rockstar, and the mandatory transition tax liability under the TCJ Act, include cash from operations, proceeds obtained from issuances of commercial paper and long-term debt, cash and cash equivalents, and expected pre-tax cash proceeds of approximately $3.3 billion from the Juice Transaction, which is expected to close in late 2021 or early 2022. We expect to use the proceeds from the Juice Transaction primarily to strengthen our balance sheet and to make organic investments in the business. See “Our Business Risks” and Note 8 and Note 12 to our condensed consolidated financial statements included in this Form 10-Q and “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” and Note 8 to our consolidated financial statements included in our ~~2020~~2021 Form 10-K for further information.

Our sources and uses of cash were not materially adversely impacted by the Russia-Ukraine conflict in the 12 weeks ended March 19, 2022 and, to date, we have not identified any material liquidity deficiencies as a result of the conflict. Based on the information currently available to us, we do not expect the impact of the Russia-Ukraine conflict to have a material impact on our future liquidity. We will continue to monitor and assess the impact the Russia-Ukraine conflict may have on our business and financial results. See “Our Business Risks,” Note 1 to our condensed consolidated financial statements and “Item 1A. Risk Factors” in this Form 10-Q for further information related to the impact of the Russia-Ukraine conflict on our business and financial results.

Our sources and uses of cash were not materially adversely impacted by COVID-19 in the 3612 weeks ended ~~September 4, 2021~~March 19, 2022 and, to date, we have not identified any material liquidity deficiencies as a result of the COVID-19 pandemic. Based on the information currently available to us, we do not expect the impact of the COVID-19 pandemic to have a material impact on our future liquidity. We will continue to monitor and assess the impact the COVID-19 pandemic may have on our business and financial results. See “Our Business Risks” and Note 1 to our condensed consolidated financial statements in this Form 10-Q and “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” and Note 1 to our consolidated financial statements included in our ~~2020~~2021 Form 10-K for further information related to the impact of the COVID-19 pandemic on our business and financial results.

As of ~~September 4, 2021,~~March 19, 2022, cash, cash equivalents and short-term investments in our consolidated subsidiaries subject to currency controls or currency exchange restrictions were not material.

The TCJ Act imposed a one-time mandatory transition tax on undistributed international earnings. As of ~~September 4, 2021,~~March 19, 2022, our mandatory transition tax liability was $2.9 billion, which must be paid through 2026 under the provisions of the TCJ Act. See “Our Liquidity and Capital Resources,” “Our Critical Accounting Policies” and Note 5 to our consolidated financial statements included in our ~~2020~~2021 Form 10-K for further discussion of the TCJ Act.

As of September 4, 2021, we had $3.8 billion of non-cancelable purchasing commitments, reflecting an increase of $1.5 billion from December 26, 2020, primarily due to new purchasing contracts and the timing of entering into contract renewals. For further information on our long-term contractual commitments, see “Credit Facilities and Long-Term Contractual Commitments” in “Our Liquidity and Capital Resources” in our 2020 Form 10-K.

As part of our evolving market practices, we work with our suppliers to optimize our terms and conditions, which include the extension of payment terms. Our current payment terms with a majority of our suppliers generally range from 60 to 90 days, which we deem to be commercially reasonable. We will continue to monitor economic conditions and market practice working with our suppliers to adjust as necessary. We also maintain voluntary supply chain finance agreements with several participating global financial institutions. Under these agreements, our suppliers, at their sole discretion, may elect to sell their accounts receivable with PepsiCo to these participating global financial institutions. Supplier participation in these financing arrangements is voluntary. Our suppliers negotiate their financing agreements directly with the respective global financial institutions and we are not a party to these agreements. These financing arrangements allow participating suppliers to leverage PepsiCo’s creditworthiness in establishing credit spreads and associated costs, which generally provides our suppliers with more favorable terms than they would be able to secure on their own. Neither PepsiCo nor any of its subsidiaries provide any guarantees to any third party in connection with these financing arrangements. We have no economic interest in our suppliers’ decision to participate in these agreements. Our

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obligations to our suppliers, including amounts due and scheduled payment terms, are not impacted. All outstanding amounts related to suppliers participating in such financing arrangements are recorded within accounts payable and other current liabilities in our condensed consolidated balance sheet. We ~~have been~~were informed by the participating financial institutions that as of ~~September 4, 2021~~March 19, 2022 and December ~~26, 2020, $1.1~~25, 2021, $1.3 billion and ~~$1.2~~$1.5 billion, respectively, of our accounts payable to suppliers who participate in these

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financing arrangements are outstanding. These supply chain finance arrangements did not have a material impact on our liquidity or capital resources in the periods presented and we do not expect such arrangements to have a material impact on our liquidity or capital resources for the foreseeable future.

Operating Activities

During the 3612 weeks ended ~~September 4, 2021,~~March 19, 2022, net cash ~~provided by~~used for operating activities was ~~$6.6~~$0.2 billion, compared to net cash ~~provided by~~used for operating activities of ~~$6.1~~$0.7 billion in the prior-year period. The increase in operating cash flow primarily reflects ~~favorable operating profit performance, partially offset by higher tax payments related to the TCJ Act and higher~~lower pre-tax pension and retiree medical plan contributions, ~~in the current year.~~as well as favorable operating profit performance and working capital comparisons.

Investing Activities

During the 3612 weeks ended ~~September 4, 2021,~~March 19, 2022, net cash ~~used for~~provided by investing activities was ~~$1.0~~$3.0 billion, primarily reflecting proceeds associated with the Juice Transaction of $3.5 billion, partially offset by net capital spending of ~~$2.2 billion, partially offset by maturities of short-term investments with maturities of greater than three months of $1.1~~$0.5 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 and by the COVID-19 pandemic on our business, and believe that we have sufficient liquidity to meet our net capital spending needs.

Financing Activities

During the 3612 weeks ended ~~September 4, 2021,~~March 19, 2022, net cash used for financing activities was ~~$7.2~~$1.8 billion, primarily reflecting the return of operating cash flow to our shareholders, ~~primarily~~ through dividend payments of ~~$4.3~~$1.5 billion and share repurchases of $0.2 billion, and payments of long-term debt borrowings of ~~$2.5~~$1.3 billion, ~~and payments~~partially offset by net proceeds of short-term borrowings of ~~$0.4~~$1.2 billion.

We annually review our capital structure with our Board of Directors, including our dividend policy and share repurchase activity. On February ~~13, 2018,~~10, 2022, we announced ~~the 2018~~a share repurchase program providing for the repurchase of up to ~~$15.0~~$10.0 billion of PepsiCo common stock which commenced on ~~July 1, 2018~~February 11, 2022 and ~~expired~~will expire on ~~June 30, 2021.~~February 28, 2026. In addition, on February ~~11, 2021,~~10, 2022, we announced a 5%7% increase in our annualized dividend to ~~$4.30~~$4.60 per share from ~~$4.09~~$4.30 per share, effective with the dividend expected to be paid in June ~~2021.~~2022. We expect to return a total of approximately ~~$5.9~~$7.7 billion to shareholders in ~~2021, comprised of~~2022, comprising dividends of approximately ~~$5.8~~$6.2 billion and share repurchases of ~~$106 million. We completed our share repurchase activity during the 12 weeks ended March 20, 2021 and do not expect to repurchase any additional shares for the balance of 2021.~~approximately $1.5 billion.

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Free Cash Flow

The table below reconciles net cash ~~provided by~~used for 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.”


		36 Weeks Ended					12 Weeks Ended
		9/4/2021		9/5/2020			3/19/2022		3/20/2021
Net cash provided by operating activities, GAAP measure		$	6,634	$	6,123
Net cash used for operating activities, GAAP measure						Net cash used for operating activities, GAAP measure	$	(174)	$	(719)
Capital spending	Capital spending	(2,276)		(2,074)		Capital spending	(522)		(471)
Sales of property, plant and equipment	Sales of property, plant and equipment	40		26		Sales of property, plant and equipment	3		5
Free cash flow, non-GAAP measure	Free cash flow, non-GAAP measure	$	4,398	$	4,075	Free cash flow, non-GAAP measure	$	(693)	$	(1,185)

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

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Business Risks,” included in our ~~2020~~2021 Form 10-K, for certain factors that may impact our credit ratings or our operating cash flows.

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 87 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 ~~2020~~2021 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 – 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 March 19, 2022, total assets were $93.0 billion, compared to $92.4 billion as of December 25, 2021. The increase in total assets is primarily driven by the following line items:


	Change(a)		Reference
Cash and cash equivalents	$	1.0	Condensed Consolidated Statement of Cash Flows
Accounts and notes receivable, less allowance	$	0.7	(b)
Assets held for sale	$	(1.8)	(c)
Other indefinite-lived intangible assets	$	(0.5)	Note 3
Investments in noncontrolled affiliates	$	1.0	Note 11

Total Liabilities

As of March 19, 2022, total liabilities were $74.6 billion, compared to $76.2 billion as of December 25, 2021. The decrease in total liabilities is primarily driven by the following line items:


	Change(a)		Reference
Short-term debt obligations	$	1.2	(d)
Accounts payable and other current liabilities	$	(0.8)	(e)
Liabilities held for sale	$	(0.8)	(c)
Long-term debt obligations	$	(1.4)	Note 7

(a)In billions.

(b)Reflects favorable operating performance.

(c)Reflects closing of the Juice Transaction. See Note 11 to our condensed consolidated financial statements included in this Form 10-Q and Note 13 to our consolidated financial statements included in our 2021 Form 10-K for further information.

(d)Reflects issuance of commercial paper.

(e)Reflects payment of 2021 production payables across a number of our divisions.

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Total Equity

Refer to our condensed consolidated statement of equity for material changes in equity line items.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

PepsiCo, Inc.:

Results of Review of Interim Financial Information

We have reviewed the Condensed Consolidated Balance Sheet of PepsiCo, Inc. and subsidiaries (the Company) as of ~~September 4, 2021,~~March 19, 2022, the related Condensed Consolidated Statements of Income, Comprehensive Income, Cash Flows and Equity for the twelve ~~and thirty-six~~ weeks ended ~~September 4,~~March 19, 2022 and March 20, 2021, ~~and September 5, 2020, the related Condensed Consolidated Statement of Cash Flows for the thirty-six weeks ended September 4, 2021 and September 5, 2020,~~ and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Balance Sheet of the Company as of December ~~26, 2020,~~25, 2021, and the related Consolidated Statements of Income, Comprehensive Income, Cash Flows and Equity for the year then ended (not presented herein); and in our report dated February ~~10, 2021,~~9, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying Condensed Consolidated Balance Sheet as of December ~~26, 2020,~~25, 2021, is fairly stated, in all material respects, in relation to the Consolidated Balance Sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

New York, New York

~~October 4, 2021~~April 25, 2022

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks.” In addition, see “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” and Note 9 to our consolidated financial statements in our ~~2020~~2021 Form 10-K.

ITEM 4. Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the 12 weeks ended September 4, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the 12 weeks ended ~~September 4, 2021,~~March 19, 2022, we continued migrating certain of our financial processing systems to an ~~enterprise-wide systems solution.~~Enterprise Resource Planning (ERP) system. These systems implementations are part of our ongoing global business transformation initiative, and we plan to continue implementing such systems throughout other parts of our ~~businesses.~~businesses in phases over the next several years. In connection with these ERP implementations, we are updating and will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. During the 12 weeks ended March 19, 2022, we continued implementing these systems, resulting in changes that materially affected our internal control over financial reporting. These system implementations did not have an adverse effect, nor do we expect will have an adverse effect, on our internal control over financial reporting. In addition, in connection with our 2019 ~~Productivity Plan,~~multi-year productivity plan, we continueto migrate to shared business ~~service~~ models across our operations to further simplify, harmonize and automate processes. In connection with ~~these implementations~~this multi-year productivity plan and resulting business process changes, we continue to enhance the design and documentation of our internal control over financial reporting processes, to maintain effective controls over our financial reporting. These ~~transitions~~business process changes have not materially affected, and we do not expect them to materially affect, our internal control over financial reporting.

Except with respect to the continued implementation of ERP systems, there have been no changes in our internal control over financial reporting during our 12 weeks ended March 19, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We will continue to assess the impact on our internal control over financial reporting as we continue to implement our ERP solution and our 2019 multi-year productivity plan.

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PART II OTHER INFORMATION

ITEM 1. Legal Proceedings.

The following information should be read in conjunction with the discussion set forth under Part I, “Item 3. Legal Proceedings” in our ~~2020~~2021 Form 10-K.

We and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations. While the results of such litigation, claims, legal or regulatory proceedings, inquiries and investigations cannot be predicted with certainty, management believes that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows. See also “Item 1. Business – Regulatory Matters” and “Item 1A. Risk Factors” in our ~~2020~~2021 Form 10-K.

ITEM 1A. Risk Factors.

~~There have been no material changes~~The following additional risk factor should be read in conjunction with ~~respect to~~ the risk factors set forth under “Item 1A. Risk Factors” in our 2021 Form 10-K. The developments described below have heightened, or in some cases manifested, certain of the risks disclosed in the risk factor section of our ~~2020~~2021 Form ~~10-K.~~10-K, and such risk factors are further qualified by the information relating to our operations in Russia and Ukraine as described in this Form 10-Q, including in the additional risk factor below.

You should carefully consider the risks described below and in our 2021 Form 10-K in addition to the other information set forth in this Form 10-Q and in our 2021 Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations sections and the consolidated financial statements and related notes. These risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our business or financial performance, which in turn can affect the price of our publicly traded securities. The risks described below and in our 2021 Form 10-K are not the only risks we face. There may be other risks we are not currently aware of or that we currently deem not to be material but that may become material in the future. Therefore, historical operating results, financial and business performance, events and trends are often not a reliable indicator of future operating results, financial and business performance, events or trends.

Risks associated with the deadly conflict in Ukraine

The deadly conflict in Ukraine has resulted in worldwide geopolitical and macroeconomic uncertainty and led us to suspend the majority of our operations in Ukraine. We are in the process of suspending sales of Pepsi-Cola and certain of our other global beverage brands, our discretionary capital investments and advertising and promotional activities in Russia. We plan to continue to offer our other products in Russia. The conflict has resulted and could continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to our information systems, reputational risk, heightened risks to employee safety, significant volatility of the Russian ruble, limitations on access to credit markets, including working capital facilities, increased operating costs (including fuel and other input costs), environmental, health and safety risks related to securing and maintaining facilities, additional sanctions and other regulations (including restrictions on the transfer of funds to and from Russia). The ongoing conflict could result in loss of assets or result in additional impairment charges. We cannot predict how and the extent to which the conflict will affect our operations, customers or business partners or our ability to achieve certain of our sustainability goals. The conflict has adversely affected and could continue to adversely affect demand for our products and our global business.

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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None.~~A summary of our common stock repurchases (in millions, except average price per share) during the 12 weeks ended March 19, 2022 is set forth in the table below.

Issuer Purchases of Common Stock


Period	Total Number of Shares Repurchased(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs


12/26/2021 - 1/22/2022	—	$	—	—	$	—
					10,000
1/23/2022 - 2/19/2022	—	$	—	—	—
					10,000
2/20/2022 - 3/19/2022	1.3	$	161.08	1.3	(213)
Total	1.3	$	161.08	1.3	$	9,787

(a)All shares were repurchased in open market transactions pursuant to the $10 billion share repurchase program authorized by our Board of Directors and publicly announced on February 10, 2022, which commenced on February 11, 2022 and will expire on February 28, 2026. Shares repurchased under this program may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.

ITEM 6. Exhibits.


See “Index to Exhibits” on page 5447.

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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 10.1			Form of Annual Long-Term Incentive Agreement.
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 101			The following materials from PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~September 4, 2021~~March 19, 2022 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 ~~September 4, 2021,~~March 19, 2022, 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)

Date:	~~October 4, 2021~~April 25, 2022	/s/ Marie T. Gallagher
		Marie T. Gallagher
		Senior Vice President and Controller
		(Principal Accounting Officer)

Date:	~~October 4, 2021~~April 25, 2022	/s/ David Flavell
		David Flavell
		Executive Vice President, General Counsel and Corporate Secretary
		(Duly Authorized Officer)

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	12 Weeks Ended 9/5/2020
	Allowances for Expected Credit Losses(a)		Upfront Payments to Customers(b)		Inventory Write-Downs and Product Returns(f)		Employee Compensation Expense(c)		Employee Protection Costs(d)		Other(e)		Total
FLNA	$	—	$	—	$	1	$	24	$	16	$	—	$	41
QFNA	—		—		—		1		1		1		3
PBNA	3		—		1		14		12		20		50
LatAm	—		—		6		19		6		1		32
Europe	1		1		—		8		6		—		16
AMESA	—		—		—		1		2		3		6
APAC	—		—		2		(5)		1		1		(1)
Total	$	4	$	1	$	10	$	62	$	44	$	26	$	147


	Severance and Other Employee Costs		Asset Impairments		Other Costs		Total
Liability as of December 26, 2020	$	122	$	—	$	5	$	127
2021 restructuring charges	77		4		48		129
Cash payments (a)	(119)		—		(46)		(165)
Non-cash charges and translation	(8)		(4)		(2)		(14)
Liability as of September 4, 2021	$	72	$	—	$	5	$	77


	12 Weeks Ended
	Fair Value/Non- designated Hedges				Cash Flow and Net Investment Hedges
	Losses/(Gains) Recognized in Income Statement(a)				Losses/(Gains) Recognized in Accumulated Other Comprehensive Loss				Losses/(Gains) Reclassified from Accumulated Other Comprehensive Loss into Income Statement(b)
	9/4/2021		9/5/2020		9/4/2021		9/5/2020		9/4/2021		9/5/2020
Foreign exchange	$	(5)	$	(10)	$	(18)	$	31	$	27	$	(22)
Interest rate	1		4		52		(117)		53		(102)
Commodity	(31)		(37)		11		(29)		(66)		24
Net investment	—		—		(63)		118		—		—
Total	$	(35)	$	(43)	$	(18)	$	3	$	14	$	(100)


	Pioneer Foods		Rockstar		Be & Cheery
Acquisition date	March 23, 2020		April 24, 2020		June 1, 2020
Inventories	$	229	$	52	$	45
Property, plant and equipment	379		8		60
Amortizable intangible assets	52		—		98
Nonamortizable intangible assets	183		2,400		309
Other assets and liabilities	(53)		(9)		(24)
Net deferred income taxes	(117)		—		(99)
Noncontrolling interest	(5)		—		—
Total identifiable net assets	668		2,451		389
Goodwill	558		2,278		309
Total purchase price	$	1,226	$	4,729	$	698