Item 1. Condensed Consolidated Financial Statements.

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Item 1. Condensed Consolidated Financial Statements.

Condensed Consolidated Statement of Income

PepsiCo, Inc. and Subsidiaries

(in millions except per share amounts, unaudited)

12 Weeks Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023
Net Revenue$22,501$22,322$40,751$40,168
Cost of sales9,91910,12118,16718,109
Gross profit12,58212,20122,58422,059
Selling, general and administrative expenses8,5348,54215,81915,771
Operating Profit4,0483,6596,7656,288
Other pension and retiree medical benefits income5660114121
Net interest expense and other(234)(201)(436)(401)
Income before income taxes3,8703,5186,4436,008
Provision for income taxes7767471,2961,293
Net income3,0942,7715,1474,715
Less: Net income attributable to noncontrolling interests11232235
Net Income Attributable to PepsiCo$3,083$2,748$5,125$4,680
Net Income Attributable to PepsiCo per Common Share
Basic$2.24$1.99$3.73$3.40
Diluted$2.23$1.99$3.71$3.38
Weighted-average common shares outstanding
Basic1,3751,3781,3751,378
Diluted1,3791,3841,3801,384

See accompanying notes to the condensed consolidated financial statements.

Condensed Consolidated Statement of Comprehensive Income

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)

12 Weeks Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023
Net income$3,094$2,771$5,147$4,715
Other comprehensive loss, net of taxes:
Net currency translation adjustment(267)(198)(449)(433)
Net change on cash flow hedges422445(35)
Net pension and retiree medical adjustments9(6)20(10)
Net change on available-for-sale debt securities and other(391)1132—
(607)(179)(252)(478)
Comprehensive income2,4872,5924,8954,237
Less: Comprehensive income attributable to noncontrolling interests11232235
Comprehensive Income Attributable to PepsiCo$2,476$2,569$4,873$4,202

See accompanying notes to the condensed consolidated financial statements.

Condensed Consolidated Statement of Cash Flows

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)

24 Weeks Ended
6/15/20246/17/2023
Operating Activities
Net income$5,147$4,715
Depreciation and amortization1,3791,268
Impairment and other charges—97
Product recall-related impact182—
Cash payments for product recall-related impact(135)—
Operating lease right-of-use asset amortization278248
Share-based compensation expense183179
Restructuring and impairment charges170204
Cash payments for restructuring charges(173)(187)
Pension and retiree medical plan expenses6762
Pension and retiree medical plan contributions(263)(209)
Deferred income taxes and other tax charges and credits142270
Tax payments related to the Tax Cuts and Jobs Act (TCJ Act)(579)(309)
Change in assets and liabilities:
Accounts and notes receivable(1,138)(1,330)
Inventories(696)(851)
Prepaid expenses and other current assets(365)(271)
Accounts payable and other current liabilities(2,968)(1,960)
Income taxes payable287100
Other, net(203)(7)
Net Cash Provided by Operating Activities1,3152,019
Investing Activities
Capital spending(1,701)(1,513)
Sales of property, plant and equipment127122
Acquisitions, net of cash acquired, investments in noncontrolled affiliates and purchases of intangible and other assets(30)(83)
Other divestitures, sales of investments in noncontrolled affiliates and other assets13575
Short-term investments, by original maturity:
More than three months - purchases—(435)
More than three months - maturities—363
Three months or less, net116
Other investing, net1432
Net Cash Used for Investing Activities(1,454)(1,423)

(Continued on following page)

Condensed Consolidated Statement of Cash Flows (continued)

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)

24 Weeks Ended
6/15/20246/17/2023
Financing Activities
Proceeds from issuances of long-term debt$1,765$2,986
Payments of long-term debt(2,882)(2,252)
Short-term borrowings, by original maturity:
More than three months - proceeds3,0801,660
More than three months - payments(2,138)(26)
Three months or less, net1,2862,023
Cash dividends paid(3,506)(3,199)
Share repurchases(461)(453)
Proceeds from exercises of stock options10786
Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted(131)(119)
Other financing(20)(16)
Net Cash (Used for)/Provided by Financing Activities(2,900)690
Effect of exchange rate changes on cash and cash equivalents and restricted cash(304)(144)
Net (Decrease)/Increase in Cash and Cash Equivalents and Restricted Cash(3,343)1,142
Cash and Cash Equivalents and Restricted Cash, Beginning of Year9,7615,100
Cash and Cash Equivalents and Restricted Cash, End of Period$6,418$6,242
Supplemental Non-Cash Activity
Right-of-use assets obtained in exchange for lease obligations$541$439
Debt discharged via legal defeasance$—$94

See accompanying notes to the condensed consolidated financial statements.

Condensed Consolidated Balance Sheet

PepsiCo, Inc. and Subsidiaries

(in millions except per share amounts)

(Unaudited)
6/15/202412/30/2023
ASSETS
Current Assets
Cash and cash equivalents$6,353$9,711
Short-term investments315292
Accounts and notes receivable, less allowance ($180 and $175, respectively)11,94210,815
Inventories:
Raw materials and packaging2,6352,388
Work-in-process121104
Finished goods3,1312,842
5,8875,334
Prepaid expenses and other current assets1,206798
Total Current Assets25,70326,950
Property, plant and equipment55,04054,439
Accumulated depreciation(27,998)(27,400)
Property, Plant and Equipment, net27,04227,039
Amortizable Intangible Assets, net1,1511,199
Goodwill17,64817,728
Other Indefinite-Lived Intangible Assets13,67513,730
Investments in Noncontrolled Affiliates2,6742,714
Deferred Income Taxes4,4654,474
Other Assets7,1756,661
Total Assets$99,533$100,495
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt obligations$8,289$6,510
Accounts payable and other current liabilities22,85925,137
Total Current Liabilities31,14831,647
Long-Term Debt Obligations36,63837,595
Deferred Income Taxes3,9083,895
Other Liabilities8,2598,721
Total Liabilities79,95381,858
Commitments and contingencies
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: 1,374 shares)2323
Capital in excess of par value4,2034,261
Retained earnings71,54570,035
Accumulated other comprehensive loss(15,786)(15,534)
Repurchased common stock, in excess of par value (493 shares)(40,539)(40,282)
Total PepsiCo Common Shareholders’ Equity19,44618,503
Noncontrolling interests134134
Total Equity19,58018,637
Total Liabilities and Equity$99,533$100,495

See accompanying notes to the condensed consolidated financial statements.

Condensed Consolidated Statement of Equity

PepsiCo, Inc. and Subsidiaries

(in millions, except per share amounts, unaudited)

12 Weeks Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023
SharesAmountSharesAmountSharesAmountSharesAmount
Common Stock
Balance, beginning of period1,375$231,378$231,374$231,377$23
Change in repurchased common stock(1)—(1)—————
Balance, end of period1,374231,377231,374231,37723
Capital in Excess of Par Value
Balance, beginning of period4,1323,9964,2614,134
Share-based compensation expense8785179179
Stock option exercises, RSUs and PSUs converted95(104)(111)
Withholding tax on RSUs and PSUs converted(23)(3)(131)(119)
Other(2)(1)(2)(1)
Balance, end of period4,2034,0824,2034,082
Retained Earnings
Balance, beginning of period70,33168,14270,03567,800
Net income attributable to PepsiCo3,0832,7485,1254,680
Cash dividends declared (a)(1,869)(1,755)(3,615)(3,345)
Balance, end of period71,54569,13571,54569,135
Accumulated Other Comprehensive Loss
Balance, beginning of period(15,179)(15,601)(15,534)(15,302)
Other comprehensive loss attributable to PepsiCo(607)(179)(252)(478)
Balance, end of period(15,786)(15,780)(15,786)(15,780)
Repurchased Common Stock
Balance, beginning of period(492)(40,260)(489)(39,518)(493)(40,282)(490)(39,506)
Share repurchases(2)(310)(2)(292)(3)(468)(3)(466)
Stock option exercises, RSUs and PSUs converted13113532103197
Other—————1——
Balance, end of period(493)(40,539)(490)(39,775)(493)(40,539)(490)(39,775)
Total PepsiCo Common Shareholders’ Equity19,44617,68519,44617,685
Noncontrolling Interests
Balance, beginning of period143133134124
Net income attributable to noncontrolling interest11232235
Distributions to noncontrolling interests(16)(14)(17)(15)
Other, net(4)(2)(5)(4)
Balance, end of period134140134140
Total Equity$19,580$17,825$19,580$17,825

(a)Cash dividends declared per common share were $1.355 and $1.265 for the 12 weeks ended June 15, 2024 and June 17, 2023, respectively, and $2.62 and $2.415 for the 24 weeks ended June 15, 2024 and June 17, 2023, respectively.

See accompanying notes to the condensed consolidated financial statements.

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 30, 2023 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 30, 2023 (2023 Form 10-K). This report should be read in conjunction with our 2023 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 24 weeks ended June 15, 2024 are not necessarily indicative of the results expected for any future period or the full year.

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.

While our financial results in the United States and Canada (North America) are reported on a 12-week basis, all of our international operations are reported on a monthly calendar basis for which the months of March, April and May are reflected in our results for the 12 weeks ended June 15, 2024 and June 17, 2023, and the months of January through May are reflected in our results for the 24 weeks ended June 15, 2024 and June 17, 2023.

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. Additionally, the business and economic uncertainty resulting from volatile geopolitical conditions and the high interest rate and inflationary cost environment 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.

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 seven reportable segments (also referred to as divisions), as follows:

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

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

3)PepsiCo Beverages North America (PBNA), which includes our beverage businesses in the United States and Canada;

4)Latin America (LatAm), which includes all of our beverage and convenient food businesses in Latin America;

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

6)Africa, Middle East and South Asia (AMESA), which includes all of our beverage and convenient food businesses in Africa, the Middle East and South Asia; and

7)Asia Pacific, Australia and New Zealand and China region (APAC), which includes all of our beverage and convenient food businesses in Asia Pacific, Australia and New Zealand, and China region.

Net revenue of each division is as follows:

12 Weeks Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023
FLNA$5,874$5,904$11,550$11,487
QFNA5616841,1541,461
PBNA6,8116,75512,68512,553
LatAm3,0452,8565,1124,633
Europe3,5153,4285,4515,314
AMESA1,5921,5682,6322,587
APAC1,1031,1272,1672,133
Total$22,501$22,322$40,751$40,168

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

12 Weeks Ended
6/15/20246/17/2023
Beverages**(a)**Convenient FoodsBeverages(a)Convenient Foods
LatAm10%90%9%91%
Europe48%52%49%51%
AMESA33%67%31%69%
APAC28%72%26%74%
PepsiCo43%57%42%58%
24 Weeks Ended
6/15/20246/17/2023
Beverages**(a)**Convenient FoodsBeverages(a)Convenient Foods
LatAm9%91%9%91%
Europe47%53%48%52%
AMESA33%67%31%69%
APAC21%79%21%79%
PepsiCo42%58%42%58%

(a)Beverage revenue from company-owned bottlers, which primarily includes our consolidated bottling operations in our PBNA and Europe divisions, was 36% and 35% of our consolidated net revenue in the 12 and 24 weeks ended June 15, 2024, respectively, and 37% and 36% of our consolidated net revenue in the 12 and 24 weeks ended June 17, 2023, 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.

Operating profit of each division is as follows:

12 Weeks Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023
FLNA$1,592$1,647$3,146$3,246
QFNA (a)8512936317
PBNA (b)9877231,4971,206
LatAm6375921,122956
Europe620476822547
AMESA241250393418
APAC223223456450
Total divisions4,3854,0407,4727,140
Corporate unallocated expenses (c)(337)(381)(707)(852)
Total$4,048$3,659$6,765$6,288

(a)In the 12 weeks ended June 15, 2024, we recorded a pre-tax charge of $15 million ($11 million after-tax or $0.01 per share) associated with a previously announced voluntary recall of certain bars and cereals in our QFNA division (Quaker Recall) with $8 million recorded in cost of sales and $7 million recorded in selling, general and administrative expenses. In the 24 weeks ended June 15, 2024, we recorded a pre-tax charge of $182 million ($139 million after-tax or $0.10 per share) associated with the Quaker Recall, with $175 million recorded in cost of sales related to property, plant and equipment write-offs, employee severance costs and other costs and $7 million recorded in selling, general and administrative expenses.

(b)In the 12 and 24 weeks ended June 17, 2023, we recorded our proportionate 39% share of Tropicana Brands Group’s (TBG) impairment of indefinite-lived intangible assets, and recorded an other-than-temporary impairment of our equity method investment, both of which resulted in pre-tax impairment charges of $113 million ($86 million after-tax or $0.06 per share), recorded in selling, general and administrative expenses. See Note 9 for further information.

(c)In both the 12 and 24 weeks ended June 15, 2024 and June 17, 2023, we recorded a pre-tax gain of $76 million ($57 million after-tax or $0.04 per share) and $85 million ($65 million after-tax or $0.05 per share), respectively, in selling, general and administrative expenses as a result of the sale of corporate assets.

Note 2 - Recently Issued Accounting Pronouncements

Adopted

In September 2022, the Financial Accounting Standards Board (FASB) issued guidance to enhance the transparency of supplier finance programs to allow financial statement users to understand the effect on working capital, liquidity and cash flows. The new guidance requires disclosure of key terms of the program, including a description of the payment terms, payment timing and assets pledged as security or other forms of guarantees provided to the finance provider or intermediary. Other requirements include the disclosure of the amount that remains unpaid as of the end of the reporting period, a description of where these obligations are presented in the balance sheet and a rollforward of the obligation during the annual period. We adopted the guidance in the first quarter of 2023, except for the rollforward, which is effective for the current fiscal year 2024. We will adopt the rollforward guidance when it becomes effective in our 2024 annual reporting, on a prospective basis. See Note 12 for disclosures currently required under this guidance.

Not Yet Adopted

In December 2023, the FASB issued guidance to enhance transparency of income tax disclosures. On an annual basis, the new guidance requires a public entity to disclose: (1) specific categories in the rate reconciliation, (2) additional information for reconciling items that are equal to or greater than 5% of the amount computed by multiplying income (or loss) from continuing operations before income tax expense (or benefit) by the applicable statutory income tax rate, (3) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, with foreign taxes disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid, (4) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (5) income tax expense (or benefit) from continuing operations disaggregated between federal (national), state and foreign. The guidance is effective for fiscal year 2025 annual reporting, with early adoption permitted, to be applied on a prospective basis, with retrospective application permitted. We will adopt the guidance when it becomes effective, in our 2025 annual reporting, on a prospective basis.

In November 2023, the FASB issued guidance to enhance disclosure of expenses of a public entity’s reportable segments. The new guidance requires a public entity to disclose: (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The guidance is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. Upon adoption, this guidance should be applied retrospectively to all prior periods presented. We will adopt the guidance when it becomes effective in our 2024 annual reporting.

Note 3 - 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 leverages new technology and business models to further simplify, harmonize and automate processes; re-engineers our go-to-market and information systems, including deploying the right automation for each market; and simplifies our organization and optimize our manufacturing and supply chain footprint. To build on the successful implementation of the 2019 Productivity Plan, in 2022, we expanded and extended the plan through the end of 2028 to take advantage of additional opportunities within the initiatives described above. As a result, we expect to incur pre-tax charges of approximately $3.65 billion, including cash expenditures of approximately $2.9 billion. These pre-tax charges are expected to consist of approximately 55% of severance and other employee-related costs, 10% for asset impairments (all non-cash) resulting from plant closures and related actions, and 35% for other costs associated with the implementation of our initiatives.

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

FLNAQFNAPBNALatAmEuropeAMESAAPACCorporate
Expected pre-tax charges10%1%30%10%25%5%4%15%

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

12 Weeks Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023
Cost of sales$—$3$6$6
Selling, general and administrative expenses6689149199
Other pension and retiree medical benefits expense/(income) (a)8—15(1)
Total restructuring and impairment charges$74$92$170$204
After-tax amount$54$63$130$161
Impact on net income attributable to PepsiCo per common share$(0.04)$(0.05)$(0.09)$(0.12)
12 Weeks Ended24 Weeks EndedPlan-to-Date
6/15/20246/17/20236/15/20246/17/2023through 6/15/2024
FLNA$13$6$35$13$287
QFNA——4—23
PBNA551510282
LatAm1662111221
Europe195237141603
AMESA3—35100
APAC444589
Corporate6193620353
66921552051,958
Other pension and retiree medical benefits expense/(income) (a)8—15(1)112
Total$74$92$170$204$2,070

(a)Income amount represents adjustments for changes in estimates of previously recorded amounts.

12 Weeks Ended24 Weeks EndedPlan-to-Date
6/15/20246/17/20236/15/20246/17/2023through 6/15/2024
Severance and other employee costs$10$50$82$142$1,132
Asset impairments3—4—196
Other costs61428462742
Total$74$92$170$204$2,070

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 consulting and other professional fees, as well as contract termination costs.

A summary of our 2019 Productivity Plan activity for the 24 weeks ended June 15, 2024 is as follows:

Severance and Other Employee CostsAsset ImpairmentsOther CostsTotal
Liability as of December 30, 2023$188$—$9$197
2024 restructuring charges82484170
Cash payments(84)—(89)(173)
Non-cash charges and translation(11)(4)14(1)
Liability as of June 15, 2024$175$—$18$193

The majority of the restructuring accrual at June 15, 2024 is expected to be paid by the end of 2024.

Other Productivity Initiatives

There were no material 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.

Note 4 - Intangible Assets

A summary of our amortizable intangible assets is as follows:

6/15/202412/30/2023
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Acquired franchise rights$832$(219)$613$840$(214)$626
Customer relationships553(274)279560(265)295
Brands1,081(986)951,093(989)104
Other identifiable intangibles440(276)164449(275)174
Total$2,906$(1,755)$1,151$2,942$(1,743)$1,199

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

Balance 12/30/2023Translation and OtherBalance 6/15/2024
FLNA
Goodwill$453$(5)$448
Brands251—251
Total704(5)699
QFNA
Goodwill189—189
Total189—189
PBNA
Goodwill11,961(16)11,945
Reacquired franchise rights7,114(29)7,085
Acquired franchise rights1,737(5)1,732
Brands2,508—2,508
Total23,320(50)23,270
LatAm
Goodwill460(11)449
Brands82(2)80
Total542(13)529
Europe
Goodwill3,166(21)3,145
Reacquired franchise rights419(4)415
Acquired franchise rights154(4)150
Brands1,124(5)1,119
Total4,863(34)4,829
AMESA
Goodwill991(16)975
Brands137(2)135
Total1,128(18)1,110
APAC
Goodwill508(11)497
Brands204(4)200
Total712(15)697
Total goodwill17,728(80)17,648
Total reacquired franchise rights7,533(33)7,500
Total acquired franchise rights1,891(9)1,882
Total brands4,306(13)4,293
Total$31,458$(135)$31,323

Note 5 - Income Taxes

Numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and Development (OECD) model rules that propose a global minimum tax rate of 15%. Certain countries have enacted legislation incorporating the agreed global minimum tax effective in 2024. Legislation enacted as of June 15, 2024 did not have a material impact on our financial statements for the 12 and 24 weeks ended June 15, 2024 and is not expected to have a material impact on our 2024 financial statements.

Note 6 - 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 Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023
Share-based compensation expense – equity awards$86$86$183$179
Share-based compensation expense – liability awards561012
Restructuring charges1(1)(4)—
Total$92$91$189$191

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

24 Weeks Ended
6/15/20246/17/2023
Granted**(a)**Weighted-Average Grant PriceGranted(a)Weighted-Average Grant Price
Stock options1.8$164.252.0$171.00
RSUs and PSUs2.3$164.252.1$171.11

(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 $19 million and $20 million during the 24 weeks ended June 15, 2024 and June 17, 2023, respectively.

For the 12 weeks ended June 15, 2024 and June 17, 2023, our grants of stock options, RSUs, PSUs and long-term cash awards were nominal.

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

24 Weeks Ended
6/15/20246/17/2023
Expected life7 years7 years
Risk-free interest rate4.2%4.2%
Expected volatility16%16%
Expected dividend yield2.9%2.7%

Note 7 - Pension and Retiree Medical Benefits

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

12 Weeks Ended
PensionRetiree Medical
U.S.International
6/15/20246/17/20236/15/20246/17/20236/15/20246/17/2023
Service cost$80$75$12$10$8$7
Other pension and retiree medical benefits income:
Interest cost135137363489
Expected return on plan assets(202)(196)(50)(46)(3)(3)
Amortization of prior service credits(5)(6)(1)—(1)(2)
Amortization of net losses/(gains)181653(6)(6)
Settlement losses——2———
Special termination benefits8—————
Total other pension and retiree medical benefits income(46)(49)(8)(9)(2)(2)
Total$34$26$4$1$6$5
24 Weeks Ended
PensionRetiree Medical
U.S.International
6/15/20246/17/20236/15/20246/17/20236/15/20246/17/2023
Service cost$160$151$21$18$15$13
Other pension and retiree medical benefits income:
Interest cost27027463591517
Expected return on plan assets(403)(393)(89)(81)(6)(6)
Amortization of prior service credits(11)(12)(1)—(2)(3)
Amortization of net losses/(gains)363295(12)(12)
Settlement losses——2———
Special termination benefits15(1)————
Total other pension and retiree medical benefits income(93)(100)(16)(17)(5)(4)
Total$67$51$5$1$10$9

We regularly evaluate opportunities to reduce risk and volatility associated with our pension and retiree medical plans.

In the 24 weeks ended June 15, 2024 and June 17, 2023, we made discretionary contributions of $150 million and $125 million, respectively, to our U.S. qualified defined benefit plans, and $27 million and $17 million, respectively, to our international defined benefit plans.

Note 8 - Debt Obligations

In the 24 weeks ended June 15, 2024, we issued, through our wholly-owned consolidated finance subsidiary, PepsiCo Singapore Financing I Pte. Ltd., the following notes:(a)

Interest RateMaturity DatePrincipal Amount**(b)**
Floating rateFebruary 2027$300
4.650%February 2027$550
4.550%February 2029$450
4.700%February 2034$450

(a)PepsiCo Singapore Financing I Pte. Ltd. is a finance subsidiary and has no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the notes and any other notes that may be issued in the future. The notes are fully and unconditionally guaranteed by PepsiCo, Inc. on a senior unsecured basis and may be assumed at any time by PepsiCo, Inc. as the primary and sole obligor.

(b)Excludes debt issuance costs, discounts and premiums.

The net proceeds from the issuances of the above notes were used for general corporate purposes, including the repayment of commercial paper.

In the 24 weeks ended June 15, 2024, $1.3 billion of U.S. dollar-denominated senior notes, €1.0 billion of euro-denominated senior notes and C$0.8 billion of Canadian dollar-denominated senior notes matured and were paid.

As of June 15, 2024, we had $4.4 billion of commercial paper outstanding, excluding discounts.

In the 12 and 24 weeks ended June 15, 2024, we entered into a new five-year unsecured revolving credit agreement (Five-Year Credit Agreement), which expires on May 24, 2029. The Five-Year Credit Agreement enables us and our borrowing subsidiaries to borrow up to $5.0 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 $5.75 billion (or the equivalent amount in euros). Additionally, we may, up to two times during the term of the 2024 Five-Year Credit Agreement, request renewal of the agreement for an additional one-year period. The Five-Year Credit Agreement replaced our $4.2 billion five-year credit agreement, dated as of May 26, 2023.

Also in the 12 and 24 weeks ended June 15, 2024, we entered into a new 364-day unsecured revolving credit agreement (364-Day Credit Agreement), which expires on May 23, 2025. The 364-Day Credit Agreement enables us and our borrowing subsidiaries to borrow up to $5.0 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 $5.75 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 $4.2 billion 364-day credit agreement, dated as of May 26, 2023.

Funds borrowed under the Five-Year Credit Agreement and the 364-Day Credit Agreement may be used for general corporate purposes. Subject to certain conditions, we may borrow, prepay and reborrow amounts under these agreements. As of June 15, 2024, there were no outstanding borrowings under the Five-Year Credit Agreement or the 364-Day Credit Agreement.

Note 9 - 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 24 weeks ended June 15, 2024 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 2023 Form 10-K.

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 June 15, 2024 was $141 million. We have posted no collateral under these contracts and no credit-risk-related contingent features were triggered as of June 15, 2024.

The notional amounts of our financial instruments used to hedge the above risks as of June 15, 2024 and December 30, 2023 are as follows:

Notional Amounts**(a)**
6/15/202412/30/2023
Commodity$1.4$1.7
Foreign exchange$3.0$3.8
Interest rate$0.7$1.3
Net investment (b)$2.9$3.0

(a)In billions.

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

As of June 15, 2024, approximately 14% of total debt was subject to variable rates, compared to 9% as of December 30, 2023.

Debt Securities

Held-to-Maturity

As of June 15, 2024, we had no investments in held-to-maturity debt securities. As of December 30, 2023, we had $309 million of investments in commercial paper held-to-maturity debt securities recorded in cash and cash equivalents. Held-to-maturity debt securities are recorded at amortized cost, which approximates fair value, and realized gains or losses are reported in earnings. As of December 30, 2023, gross unrecognized gains and losses and the allowance for expected credit losses were not material.

Available-for-Sale

There were no material impairment charges related to investments in available-for-sale debt securities in both the 24 weeks ended June 15, 2024 and June 17, 2023. There were unrealized gains of $800 million as of June 15, 2024 and no unrealized gains or losses as of June 17, 2023 related to investments in available-for-sale debt securities. Related to our Level 3 (significant unobservable inputs) investment in Celsius Holdings, Inc. (Celsius), we recorded an unrealized loss of $503 million and an unrealized gain of $188 million in other comprehensive income during the 12 and 24 weeks ended June 15, 2024, respectively. Additionally, we recorded a decrease in the investment of $7 million due to cash dividends

received during the 12 and 24 weeks ended June 15, 2024. There were no Level 3 investments in available-for-sale debt securities during the 24 weeks ended June 17, 2023.

TBG Investment

In the 12 and 24 weeks ended June 17, 2023, we recorded our proportionate 39% share of TBG’s impairment of indefinite-lived intangible assets, and recorded an other-than-temporary impairment of our equity method investment, both of which resulted in pre-tax impairment charges of $113 million ($86 million after-tax or $0.06 per share), recorded in selling, general and administrative expenses in our PBNA division. We estimated the fair value of our ownership in TBG using discounted cash flows and an option pricing model related to our liquidation preference in TBG, which we categorized as Level 3 in the fair value hierarchy. There were no impairment charges recorded in the 24 weeks ended June 15, 2024.

Recurring Fair Value Measurements

The fair values of our financial assets and liabilities as of June 15, 2024 and December 30, 2023 are categorized as follows:

6/15/202412/30/2023
Fair Value Hierarchy Levels**(a)**Assets**(a)**Liabilities**(a)**Assets(a)Liabilities(a)
Available-for-sale debt securities (b)2,3$1,519$—$1,334$—
Index funds (c)1$315$—$292$—
Prepaid forward contracts (d)2$13$—$13$—
Deferred compensation (e)2$—$493$—$477
Derivatives designated as cash flow hedging instruments:
Foreign exchange (f)2$14$13$3$31
Interest rate (f)2—1525135
Commodity (g)22381024
$37$173$18$190
Derivatives not designated as hedging instruments:
Foreign exchange (f)2$14$14$33$38
Commodity (g)273513
$21$17$38$51
Total derivatives at fair value (h)$58$190$56$241
Total$1,905$683$1,695$718

(a)Fair value hierarchy levels are categorized consistently by Level 1 (quoted prices in active markets for identical assets), Level 2 (significant other observable inputs) and Level 3 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)Includes Level 2 assets of $182 million and Level 3 assets of $1,337 million as of June 15, 2024, and Level 2 assets of $178 million and Level 3 assets of $1,156 million as of December 30, 2023. As of June 15, 2024 and December 30, 2023, $1,519 million and $1,334 million were classified as other assets, respectively. The fair values of our Level 2 investments approximate the transaction price and any accrued returns, as well as the amortized cost. The fair value of our Level 3 investment in Celsius is estimated using probability-weighted discounted future cash flows based on a Monte Carlo simulation using significant unobservable inputs such as an 80% probability that a certain market-based condition will be met and an average estimated discount rate of 5.8% and 8.1% as of June 15, 2024 and December 30, 2023, respectively, based on Celsius’ estimated synthetic credit rating. An increase in the probability that certain market-based conditions will be met or a decrease in the discount rate would result in a higher fair value measurement, while a decrease in the probability that certain market-based conditions will be met or an increase in the discount rate would result in a lower fair value measurement.

(c)Based on the price of index funds. These investments are classified as short-term investments and are used to manage a portion of market risk arising from our deferred compensation liability.

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

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

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

(g)Primarily based on recently reported market transactions of swap arrangements.

(h)Derivative assets and liabilities are presented on a gross basis on our balance sheet. Amounts subject to enforceable master netting arrangements or similar agreements which are not offset on our balance sheet as of June 15, 2024 and December 30, 2023 were not material. Collateral received or posted against our asset or liability positions was not material. Exchange-traded commodity futures are cash-settled on a daily basis and, therefore, not included in the table.

The carrying amounts of our cash and cash equivalents and short-term investments recorded at amortized cost approximate fair value (classified as Level 2 in the fair value hierarchy) due to their short-term maturity. The fair value of our debt obligations as of June 15, 2024 and December 30, 2023 was $41 billion, based upon prices of identical or similar instruments in the marketplace, which are considered Level 2 inputs.

Losses/(gains) on our cash flow and net investment hedges are categorized as follows:

12 Weeks Ended
Losses/(Gains) Recognized in Accumulated Other Comprehensive LossLosses/(Gains) Reclassified from Accumulated Other Comprehensive Loss into Income Statement**(a)**
6/15/20246/17/20236/15/20246/17/2023
Foreign exchange$(1)$43$9$14
Interest rate9(37)11(30)
Commodity(11)(15)3028
Net investment(17)71——
Total$(20)$62$50$12
24 Weeks Ended
Losses/(Gains) Recognized in Accumulated Other Comprehensive LossLosses/(Gains) Reclassified from Accumulated Other Comprehensive Loss into Income Statement**(a)**
6/15/20246/17/20236/15/20246/17/2023
Foreign exchange$(15)$59$18$15
Interest rate34(26)35(27)
Commodity28505137
Net investment(69)108——
Total$(22)$191$104$25

(a)Foreign exchange derivative losses/(gains) are included in net revenue and cost of sales. Interest rate derivative losses/(gains) are included in selling, general and administrative expenses. Commodity derivative losses/(gains) are included in either cost of sales or selling, general and administrative expenses, depending on the underlying commodity. See Note 11 for further information.

Based on current market conditions, we expect to reclassify net losses of $55 million related to our cash flow hedges from accumulated other comprehensive loss within common shareholders’ equity into net income during the next 12 months.

Losses/(gains) recognized in the income statement related to our non-designated hedges are categorized as follows:

12 Weeks Ended
6/15/20246/17/2023
Cost of salesSelling, general and administrative expensesTotalCost of salesSelling, general and administrative expensesTotal
Foreign exchange$—$24$24$—$44$44
Commodity(14)5(9)538
Total$(14)$29$15$5$47$52
24 Weeks Ended
6/15/20246/17/2023
Cost of salesSelling, general and administrative expensesTotalCost of salesSelling, general and administrative expensesTotal
Foreign exchange$—$42$42$(1)$39$38
Commodity(15)(20)(35)365389
Total$(15)$22$7$35$92$127

Note 10 - 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
6/15/20246/17/2023
IncomeShares**(a)**IncomeShares(a)
Basic net income attributable to PepsiCo per common share$2.24$1.99
Net income available for PepsiCo common shareholders$3,0831,375$2,7481,378
Dilutive securities:
Stock options, RSUs, PSUs and other (b)—4—6
Diluted$3,0831,379$2,7481,384
Diluted net income attributable to PepsiCo per common share$2.23$1.99
24 Weeks Ended
6/15/20246/17/2023
IncomeShares**(a)**IncomeShares(a)
Basic net income attributable to PepsiCo per common share$3.73$3.40
Net income available for PepsiCo common shareholders$5,1251,375$4,6801,378
Dilutive securities:
Stock options, RSUs, PSUs and other (b)—5—6
Diluted$5,1251,380$4,6801,384
Diluted net income attributable to PepsiCo per common share$3.71$3.38

(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 4 million for the 12 and 24 weeks ended June 15, 2024, and was immaterial for the 12 and 24 weeks ended June 17, 2023.

Note 11 - Accumulated Other Comprehensive Loss Attributable to PepsiCo

The changes in the balances of each component of accumulated other comprehensive loss attributable to PepsiCo are as follows:

Currency Translation AdjustmentCash Flow HedgesPension and Retiree MedicalAvailable-for-Sale Debt Securities and Other**(a)**Accumulated Other Comprehensive Loss Attributable to PepsiCo
Balance as of December 30, 2023 (b)$(13,255)$(31)$(2,719)$471$(15,534)
Other comprehensive (loss)/income before reclassifications (c)(168)(47)4685474
Amounts reclassified from accumulated other comprehensive loss—519—60
Net other comprehensive (loss)/income(168)413685534
Tax amounts(14)(1)(2)(162)(179)
Balance as of March 23, 2024 (b)(13,437)(28)(2,708)994(15,179)
Other comprehensive (loss)/income before reclassifications (d)(295)3(1)(511)(804)
Amounts reclassified from accumulated other comprehensive loss—5312—65
Net other comprehensive (loss)/income(295)5611(511)(739)
Tax amounts28(14)(2)120132
Balance as of June 15, 2024 (b)$(13,704)$14$(2,699)$603$(15,786)

(a)The movements during the quarters primarily represent fair value changes in available-for-sale debt securities, including our investment in Celsius convertible preferred stock. See Note 9 for further information.

(b)Pension and retiree medical amounts are net of taxes of $1,282 million as of December 30, 2023, $1,280 million as of March 23, 2024 and $1,278 million as of June 15, 2024.

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

(d)Currency translation adjustment primarily reflects depreciation of the Egyptian pound.

Currency Translation AdjustmentCash Flow HedgesPension and Retiree MedicalAvailable-for-Sale Debt Securities and OtherAccumulated Other Comprehensive Loss Attributable to PepsiCo
Balance as of December 31, 2022 (a)$(12,948)$1$(2,361)$6$(15,302)
Other comprehensive (loss) before reclassifications (b)(350)(92)(9)(1)(452)
Amounts reclassified from accumulated other comprehensive loss (c)108135—126
Net other comprehensive (loss)(242)(79)(4)(1)(326)
Tax amounts720——27
Balance as of March 25, 2023 (a)(13,183)(58)(2,365)5(15,601)
Other comprehensive (loss)/income before reclassifications (d)(215)19(14)1(209)
Amounts reclassified from accumulated other comprehensive loss—125—17
Net other comprehensive (loss)/income(215)31(9)1(192)
Tax amounts17(7)3—13
Balance as of June 17, 2023 (a)$(13,381)$(34)$(2,371)$6$(15,780)

(a)Pension and retiree medical amounts are net of taxes of $1,184 million as of both December 31, 2022 and March 25, 2023 and $1,187 million as of June 17, 2023.

(b)Currency translation adjustment primarily reflects depreciation of the Egyptian pound and Russian ruble.

(c)Release of currency translation adjustment is in relation to the sale of a non-strategic brand and an investment within our AMESA division.

(d)Currency translation adjustment primarily reflects depreciation of the Russian ruble.

The reclassifications from accumulated other comprehensive loss to the income statement are summarized as follows:

12 Weeks Ended24 Weeks Ended
6/15/20246/17/20236/15/20246/17/2023Affected Line Item in the Income Statement
Currency translation:
Divestitures$—$—$—$108Selling, general and administrative expenses
Cash flow hedges:
Foreign exchange contracts$—$(1)$—$(3)Net revenue
Foreign exchange contracts9151818Cost of sales
Interest rate derivatives14(30)35(27)Selling, general and administrative expenses
Commodity contracts30285138Cost of sales
Commodity contracts———(1)Selling, general and administrative expenses
Net losses before tax531210425
Tax amounts(14)(3)(27)(7)
Net losses after tax$39$9$77$18
Pension and retiree medical items:
Amortization of prior service credits$(7)$(8)$(14)$(15)Other pension and retiree medical benefits income
Amortization of net losses17133325Other pension and retiree medical benefits income
Settlement losses2—2—Other pension and retiree medical benefits income
Net losses before tax1252110
Tax amounts(2)(1)(4)(2)
Net losses after tax$10$4$17$8
Total net losses reclassified, net of tax$49$13$94$134

Note 12 - Supply Chain Financing Arrangements

We 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. As of June 15, 2024 and December 30, 2023, $1.6 billion and $1.7 billion, respectively, of our accounts payable are to suppliers participating in these financing arrangements. For further information on the key terms of these supply chain financing programs, see Note 14 to our consolidated financial statements in our 2023 Form 10-K.

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