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 Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
Net Revenue$23,937$23,319$64,582$64,070
Cost of sales11,11310,39629,34328,563
Gross profit12,82412,92335,23935,507
Selling, general and administrative expenses9,1229,02725,30524,846
Impairment of intangible assets (see Notes 1 and 4)133241,99324
Operating Profit3,5693,8727,94110,637
Other pension and retiree medical benefits income264191155
Net interest expense and other(264)(219)(788)(655)
Income before income taxes3,3313,6947,24410,137
Provision for income taxes7137491,5042,045
Net income2,6182,9455,7408,092
Less: Net income attributable to noncontrolling interests15154037
Net Income Attributable to PepsiCo$2,603$2,930$5,700$8,055
Net Income Attributable to PepsiCo per Common Share
Basic$1.90$2.13$4.165.86
Diluted$1.90$2.13$4.155.84
Weighted-average common shares outstanding
Basic1,3691,3731,3701,374
Diluted1,3721,3781,3731,379

See accompanying notes to the condensed consolidated financial statements.

Condensed Consolidated Statement of Comprehensive Income

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)

12 Weeks Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
Net income$2,618$2,945$5,740$8,092
Other comprehensive income/(loss), net of taxes:
Net currency translation adjustment39(512)1,436(961)
Net change on cash flow hedges23(24)2721
Net pension and retiree medical adjustments21211241
Net change on available-for-sale debt securities and other410(351)540(219)
Total other comprehensive income/(loss), net of taxes493(866)2,015(1,118)
Comprehensive income3,1112,0797,7556,974
Less: Comprehensive income attributable to noncontrolling interests15154037
Comprehensive Income Attributable to PepsiCo$3,096$2,064$7,715$6,937

See accompanying notes to the condensed consolidated financial statements.

Condensed Consolidated Statement of Cash Flows

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)

36 Weeks Ended
9/6/20259/7/2024
Operating Activities
Net income$5,740$8,092
Depreciation and amortization2,3152,118
Impairment and other charges1,96010
Product recall-related impact—184
Cash payments for product recall-related impact(5)(138)
Operating lease right-of-use asset amortization489438
Share-based compensation expense207260
Restructuring and impairment charges567415
Cash payments for restructuring charges(554)(284)
Acquisition and divestiture-related charges3087
Cash payments for acquisition and divestiture-related charges(80)(4)
Pension and retiree medical plan expenses164114
Pension and retiree medical plan contributions(400)(300)
Deferred income taxes and other tax charges and credits30124
Tax payments related to the Tax Cuts and Jobs Act (TCJ Act)(772)(579)
Change in assets and liabilities:
Accounts and notes receivable(1,747)(1,521)
Inventories(449)(492)
Prepaid expenses and other current assets(223)(200)
Accounts payable and other current liabilities(1,647)(2,312)
Income taxes payable6426
Other, net(441)(138)
Net Cash Provided by Operating Activities5,4686,220
Investing Activities
Capital spending(2,499)(2,850)
Sales of property, plant and equipment272177
Acquisitions, net of cash acquired, investments in noncontrolled affiliates and purchases of intangible and other assets(3,176)(31)
Divestitures, sales of investments in noncontrolled affiliates and other assets5145
Short-term investments, by original maturity:
More than three months - purchases(190)(425)
More than three months - maturities425—
Three months or less, net434
Other investing, net(117)15
Net Cash Used for Investing Activities(5,237)(2,965)

(Continued on following page)

Condensed Consolidated Statement of Cash Flows (continued)

PepsiCo, Inc. and Subsidiaries

(in millions, unaudited)

36 Weeks Ended
9/6/20259/7/2024
Financing Activities
Proceeds from issuances of long-term debt$8,179$4,014
Payments of long-term debt(3,245)(2,883)
Short-term borrowings, by original maturity:
More than three months - proceeds5,5283,808
More than three months - payments(5,417)(4,177)
Three months or less, net445101
Cash dividends paid(5,692)(5,369)
Share repurchases(752)(760)
Proceeds from exercises of stock options76138
Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted(112)(132)
Other financing(18)(22)
Net Cash Used for Financing Activities(1,008)(5,282)
Effect of exchange rate changes on cash and cash equivalents and restricted cash395(391)
Net Decrease in Cash and Cash Equivalents and Restricted Cash(382)(2,418)
Cash and Cash Equivalents and Restricted Cash, Beginning of Year8,5539,761
Cash and Cash Equivalents and Restricted Cash, End of Period$8,171$7,343
Supplemental Non-Cash Activity
Right-of-use assets obtained in exchange for lease obligations$542$869
Investment obtained for certain assets (see Notes 4 and 9)$554$—

See accompanying notes to the condensed consolidated financial statements.

Condensed Consolidated Balance Sheet

PepsiCo, Inc. and Subsidiaries

(in millions, except per share amounts)

(Unaudited)
9/6/202512/28/2024
ASSETS
Current Assets
Cash and cash equivalents$8,126$8,505
Short-term investments535761
Accounts and notes receivable, less allowance ($245 and $356, respectively)12,63410,333
Inventories:
Raw materials and packaging2,8052,440
Work-in-process154104
Finished goods3,1342,762
6,0935,306
Prepaid expenses and other current assets1,334921
Total Current Assets28,72225,826
Property, plant and equipment59,30956,005
Accumulated depreciation(30,256)(27,997)
Property, Plant and Equipment, net29,05328,008
Amortizable Intangible Assets, net1,2411,102
Goodwill18,84517,534
Other Indefinite-Lived Intangible Assets13,61113,699
Investments in Noncontrolled Affiliates2,0841,985
Deferred Income Taxes4,3414,362
Other Assets8,6616,951
Total Assets$106,558$99,467
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt obligations$6,736$7,082
Accounts payable and other current liabilities24,76324,454
Total Current Liabilities31,49931,536
Long-Term Debt Obligations44,11337,224
Deferred Income Taxes3,4743,484
Other Liabilities7,9299,052
Total Liabilities87,01581,296
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: 1,369 and 1,372 shares, respectively)2323
Capital in excess of par value4,3744,385
Retained earnings72,19772,266
Accumulated other comprehensive loss(15,597)(17,612)
Repurchased common stock, in excess of par value (498 and 495 shares, respectively)(41,609)(41,021)
Total PepsiCo Common Shareholders’ Equity19,38818,041
Noncontrolling interests155130
Total Equity19,54318,171
Total Liabilities and Equity$106,558$99,467

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 Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
SharesAmountSharesAmountSharesAmountSharesAmount
Common Stock
Balance, beginning of period1,371$231,374$231,372$231,374$23
Change in repurchased common stock(2)—(1)—(3)—(1)—
Balance, end of period1,369231,373231,369231,37323
Capital in Excess of Par Value
Balance, beginning of period4,2994,2034,3854,261
Share-based compensation expense7576204255
Stock option exercises, RSUs and PSUs converted49(96)(95)
Withholding tax on RSUs and PSUs converted(1)(1)(112)(132)
Other(3)(6)(7)(8)
Balance, end of period4,3744,2814,3744,281
Retained Earnings
Balance, beginning of period71,54771,54572,26670,035
Net income attributable to PepsiCo2,6032,9305,7008,055
Cash dividends declared (a)(1,953)(1,868)(5,769)(5,483)
Balance, end of period72,19772,60772,19772,607
Accumulated Other Comprehensive Loss
Balance, beginning of period(16,090)(15,786)(17,612)(15,534)
Other comprehensive income/(loss) attributable to PepsiCo493(866)2,015(1,118)
Balance, end of period(15,597)(16,652)(15,597)(16,652)
Repurchased Common Stock
Balance, beginning of period(496)(41,361)(493)(40,539)(495)(41,021)(493)(40,282)
Share repurchases(2)(263)(2)(294)(5)(760)(5)(762)
Stock option exercises, RSUs and PSUs converted—1512321724233
Other———4———5
Balance, end of period(498)(41,609)(494)(40,806)(498)(41,609)(494)(40,806)
Total PepsiCo Common Shareholders’ Equity19,38819,45319,38819,453
Noncontrolling Interests
Balance, beginning of period141134130134
Net income attributable to noncontrolling interests15154037
Distributions to noncontrolling interests——(15)(17)
Other, net(1)3—(2)
Balance, end of period155152155152
Total Equity$19,543$19,605$19,543$19,605

(a)Cash dividends declared per common share were $1.4225 and $1.3550 for the 12 weeks ended September 6, 2025 and September 7, 2024, respectively, and $4.2000 and $3.9750 for the 36 weeks ended September 6, 2025 and September 7, 2024, respectively.

See accompanying notes to the condensed consolidated financial statements.

Notes to the Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation and Our Segments

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. We have subsidiaries operating in highly inflationary economies, such as Argentina, Egypt and Turkey, and accordingly apply highly inflationary accounting for these subsidiaries. The condensed consolidated balance sheet at December 28, 2024 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 28, 2024 (2024 Form 10-K) and in Exhibit 99.2 to our Current Report on Form 8-K dated July 17, 2025 (Recast Segment Information). This report should be read in conjunction with our 2024 Form 10-K and our Recast Segment Information, in which we retrospectively recast historical segment reporting to reflect our current organizational structure. 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 6, 2025 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 June, July and August are reflected in our results for the 12 weeks ended September 6, 2025 and September 7, 2024, and the months of January through August are reflected in our results for the 36 weeks ended September 6, 2025 and September 7, 2024.

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, an increasingly complex global tax environment, including changes in how existing laws are interpreted or enforced, expanded or retaliatory tariffs and changes in the interest rate and inflationary cost environment have 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 Segments

As previously disclosed in our 2024 Form 10-K, effective beginning with our first quarter of 2025, we realigned certain of our reportable segments to conform with changes to our organizational structure and how our Chief Executive Officer regularly reviews the performance of, and allocates resources to, these segments. Our historical segment reporting has been recast to reflect our current organizational structure.

We are organized into six reportable segments, as follows:

1)PepsiCo Foods North America (PFNA), which includes all of our convenient food businesses in the United States and Canada;

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

3)International Beverages Franchise (IB Franchise), which includes our international franchise beverage businesses, as well as our SodaStream business;

4)Europe, Middle East and Africa (EMEA), which includes our convenient food businesses and beverage businesses with company-owned bottlers in Europe, the Middle East and Africa;

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

6)Asia Pacific Foods, which consists of our convenient food businesses in Asia Pacific, including China, Australia and New Zealand, as well as India.

Net Revenue, Significant Expenses and Operating Profit by Segment

12 Weeks Ended 9/6/2025
PFNAPBNAIB FranchiseEMEALatAm FoodsAsia Pacific FoodsTotal
Net revenue$6,526$7,327$1,291$5,022$2,656$1,115$23,937
Segment cost of sales (a)2,5573,4074052,8641,134666
Segment selling, general and administrative expenses (a)2,3992,9453751,350999293
Restructuring and impairment charges (b)3219269175
Acquisition and divestiture-related charges (c)2219————
Impairment and other charges (d)—87319——
Indirect and income tax impact (e)————82—
Segment operating profit$1,536$729$436$720$424$151$3,996
Corporate unallocated expenses(427)
Operating profit3,569
Other pension and retiree medical benefits income26
Net interest expense and other(264)
Income before income taxes$3,331
12 Weeks Ended 9/7/2024
PFNAPBNAIB FranchiseEMEALatAm FoodsAsia Pacific FoodsTotal
Net revenue$6,536$7,175$1,290$4,612$2,615$1,091$23,319
Segment cost of sales (a)2,4893,1883862,5781,092635
Segment selling, general and administrative expenses (a)2,4202,9404311,2761,032325
Restructuring and impairment charges (b)81281535112
Acquisition and divestiture-related charges (c)—5————
Impairment and other charges———10——
Product recall-related impact(1)—————
Segment operating profit$1,620$914$458$713$480$129$4,314
Corporate unallocated expenses(442)
Operating profit3,872
Other pension and retiree medical benefits income41
Net interest expense and other(219)
Income before income taxes$3,694
36 Weeks Ended 9/6/2025
PFNAPBNAIB FranchiseEMEALatAm FoodsAsia Pacific FoodsTotal
Net revenue$19,215$19,999$3,418$11,946$6,865$3,139$64,582
Segment cost of sales (a)7,3769,0561,0176,9092,9061,905
Segment selling, general and administrative expenses (a)7,2068,3791,0733,3392,540824
Restructuring and impairment charges (b)1471927118369
Acquisition and divestiture-related charges (c)23285————
Impairment and other charges (d)—1,53773270—80
Indirect and income tax impact (e)————82—
Segment operating profit$4,463$550$1,248$1,310$1,301$321$9,193
Corporate unallocated expenses(1,252)
Operating profit7,941
Other pension and retiree medical benefits income91
Net interest expense and other(788)
Income before income taxes$7,244
36 Weeks Ended 9/7/2024
PFNAPBNAIB FranchiseEMEALatAm FoodsAsia Pacific FoodsTotal
Net revenue$19,240$19,860$3,355$11,228$7,254$3,133$64,070
Segment cost of sales (a)7,0918,9931,0036,4553,0021,842
Segment selling, general and administrative expenses (a)7,1198,3061,1163,1792,784878
Restructuring and impairment charges (b)471431575326
Acquisition and divestiture-related charges (c)—7————
Impairment and other charges———10——
Product recall-related impact (f)181—————
Segment operating profit$4,802$2,411$1,221$1,509$1,436$407$11,786
Corporate unallocated expenses (g)(1,149)
Operating profit10,637
Other pension and retiree medical benefits income155
Net interest expense and other(655)
Income before income taxes$10,137

(a)Does not include items recorded in the cost of sales or selling, general and administrative expenses lines on our income statement that are presented in the restructuring and impairment charges, acquisition and divestiture-related charges, impairment and other charges, indirect and income tax impact and product recall-related impact lines of these tables.

(b)See Note 3 for further information related to restructuring and impairment charges.

(c)See Note 12 for further information related to acquisitions and divestiture-related charges.

(d)In the 12 weeks ended September 6, 2025, we recorded pre-tax charges of $100 million ($92 million after tax or $0.07 per share), primarily related to the impairment of the Rockstar brand in our IB Franchise and PBNA segments, with $83 million recorded in impairment of intangible assets and $17 million recorded in selling, general and administrative expenses. In the 36 weeks ended September 6, 2025, we recorded pre-tax charges of $1,960 million ($1,539 million after-tax or $1.12 per share), primarily related to the impairment of the Rockstar brand in our PBNA, EMEA and IB Franchise segments and the Be & Cheery brand in our Asia Pacific Foods segment, with $1,943 million recorded in impairment of intangible assets and $17 million recorded in selling, general and administrative expenses. See Note 4 for further information.

(e)In the 12 and 36 weeks ended September 6, 2025, we recorded a pre-tax charge of $82 million in selling, general and administrative expenses and income tax expense of $47 million in provision for income taxes (collectively, $0.09 per share) related to an indirect and income tax audit settlement in our LatAm Foods segment.

(f)In the 36 weeks ended September 7, 2024, we recorded a pre-tax charge of $184 million ($141 million after-tax or $0.10 per share) associated with a previously announced voluntary recall of certain bars and cereals in our PFNA segment (Quaker Recall) with $174 million recorded in cost of sales related to property, plant and equipment write-offs, employee severance costs and other costs, $7 million recorded in selling, general and administrative expenses and $3 million recorded in other pension and retiree medical benefits income, which is not included in operating profit.

(g)In the 36 weeks ended September 7, 2024, we recorded a pre-tax gain of $76 million ($57 million after-tax or $0.04 per share) in selling, general and administrative expenses as a result of the sale of a corporate asset.

Disaggregation of Net Revenue

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:

12 Weeks Ended
9/6/20259/7/2024
Beverages**(a)**Convenient FoodsBeverages(a)Convenient Foods
North America53%47%52%48%
International (b)33%67%32%68%
PepsiCo45%55%44%56%
36 Weeks Ended
9/6/20259/7/2024
Beverages**(a)**Convenient FoodsBeverages(a)Convenient Foods
North America51%49%51%49%
International (b)32%68%30%70%
PepsiCo43%57%43%57%

(a)Beverage revenue from company-owned bottlers, which includes our consolidated bottling operations in our PBNA and EMEA segments, was 38% and 37% of our consolidated net revenue in the 12 and 36 weeks ended September 6, 2025, respectively, and 37% and 36% of our consolidated net revenue in the 12 and 36 weeks ended September 7, 2024, respectively. Generally, our finished goods beverage operations produce higher net revenue but lower operating margins as compared to concentrate sold to authorized bottling partners for the manufacture of finished goods beverages.

(b)Beverage and convenient foods revenue generated from our EMEA segment was 41% and 59% of EMEA net revenue, respectively, in the 12 weeks ended September 6, 2025, 38% and 62% of EMEA net revenue, respectively, in the 36 weeks ended September 6, 2025, 39% and 61% of EMEA net revenue, respectively, in the 12 weeks ended September 7, 2024 and 36% and 64% of EMEA net revenue, respectively, in the 36 weeks ended September 7, 2024.

Other Segment Information

Capital spending, amortization of intangible assets, and depreciation and other amortization of each segment are as follows:

12 Weeks Ended
Capital Spending**(a)**Amortization of Intangible AssetsDepreciation and Other Amortization
9/6/20259/7/20249/6/20259/7/20249/6/20259/7/2024
PFNA$220$253$4$2$233$190
PBNA27831375229234
IB Franchise3133442524
EMEA16718944138117
LatAm Foods178207——10596
Asia Pacific Foods6096223632
Total segment9341,0912117766693
Corporate5858——3729
Total$992$1,149$21$17$803$722
36 Weeks Ended
Capital Spending**(a)**Amortization of Intangible AssetsDepreciation and Other Amortization
9/6/20259/7/20249/6/20259/7/20249/6/20259/7/2024
PFNA$645$788$12$8$665$564
PBNA8097911715713713
IB Franchise777711116461
EMEA3544361011348303
LatAm Foods33941311266262
Asia Pacific Foods152167559481
Total segment2,3762,67256512,1501,984
Corporate123178——10983
Total$2,499$2,850$56$51$2,259$2,067

(a) Asset and other balance sheet information for segments is not provided to our chief operating decision maker.

Note 2 - Recently Issued Accounting Pronouncements

Not Yet Adopted

In September 2025, the Financial Accounting Standards Board (FASB) issued guidance to improve the accounting for costs related to internal-use software. The new guidance eliminates project stages and requires capitalizing software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. When evaluating if a project is probable to be completed, significant development uncertainty must be assessed. Additionally, disclosures for property, plant and equipment will be required for all capitalized software costs. The guidance is effective in the first quarter of 2028 with early adoption permitted as of the beginning of an annual reporting period. Upon adoption, the guidance may be applied prospectively, retrospectively or using a modified transition approach. We are evaluating the impact of this guidance on our consolidated financial statements.

In July 2025, the FASB issued guidance to provide for a practical expedient that an entity may assume that conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers. The guidance is effective in the first quarter of 2026 with early adoption permitted, to be applied on a prospective basis. We are evaluating the impact of electing this practical expedient on our consolidated financial statements.

In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions. The new guidance requires a public entity to provide tabular disclosure, on an annual and interim basis, of amounts for the following expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation and (4) intangible asset amortization, as included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement that contains any of the expense categories noted. Additionally, on an annual and interim basis, a qualitative description is required for amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The guidance also requires certain amounts that are currently required to be disclosed to be included in the same tabular disclosure as these disaggregation requirements. Furthermore, on an annual and interim basis, a public entity is required to separately disclose selling expenses and annually, disclose a description of the selling expenses. The guidance is effective for 2027 annual reporting, and in the first quarter of 2028 for interim 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 2027 annual reporting and each quarter thereafter, on a prospective basis.

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.

Note 3 - Restructuring and Impairment Charges

2019 Multi-Year Productivity Plan (2019 Productivity Plan)

The 2019 Productivity Plan 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 optimizes our manufacturing and supply chain footprint. To build on the successful implementation of the 2019 Productivity Plan, in 2024, we further expanded and extended the plan through the end of 2030 to take advantage of additional opportunities within the initiatives described above. As a result, we expect to incur pre-tax charges of approximately $6.15 billion, including cash expenditures of approximately $5.1 billion. These pre-tax charges are expected to consist of approximately 50% of severance and other employee-related costs, 10% for asset impairments (all non-cash) resulting from plant closures and related actions, and 40% for other costs associated with the implementation of our initiatives.

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

PFNAPBNAIB FranchiseEMEALatAm FoodsAsia Pacific FoodsCorporate
Expected pre-tax charges20%25%2%25%10%3%15%

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

12 Weeks Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
Cost of sales$16$10$119$16
Selling, general and administrative expenses126214435363
Impairment of intangible assets—14—14
Other pension and retiree medical benefits (income)/expense (a)(1)71322
Total restructuring and impairment charges$141$245$567$415
After-tax amount$116$195$467$325
Impact on net income attributable to PepsiCo per common share$(0.08)$(0.14)$(0.34)$(0.24)
12 Weeks Ended36 Weeks EndedPlan-to-Date
9/6/20259/7/20249/6/20259/7/2024through 9/6/2025
PFNA$32$8$147$47$579
PBNA19128192143697
IB Franchise21571558
EMEA693511875879
LatAm Foods17113632283
Asia Pacific Foods529696
Corporate (a)(2)394575463
1422385543933,055
Other pension and retiree medical benefits (income)/expense (a)(1)71322139
Total$141$245$567$415$3,194

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

12 Weeks Ended36 Weeks EndedPlan-to-Date
9/6/20259/7/20249/6/20259/7/2024through 9/6/2025
Severance and other employee costs$46$151$168$233$1,602
Asset impairments223010934415
Other costs73642901481,177
Total$141$245$567$415$3,194

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 36 weeks ended September 6, 2025 is as follows:

Severance and Other Employee CostsAsset ImpairmentsOther CostsTotal
Liability as of December 28, 2024$338$—$26$364
2025 restructuring charges168109290567
Cash payments (a)(245)—(309)(554)
Non-cash charges and translation(1)(109)(1)(111)
Liability as of September 6, 2025$260$—$6$266

(a)Excludes cash expenditures of $8 million reported in the cash flow statement in pension and retiree medical contributions.

The majority of the restructuring accrual at September 6, 2025 is expected to be paid within a year.

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.

For information on additional impairment charges, see Notes 1 and 4 for impairment and other charges taken primarily related to the impairments of the Rockstar and Be & Cheery brands.

Note 4 - Intangible Assets

A summary of our amortizable intangible assets is as follows:

9/6/202512/28/2024
GrossAccumulated AmortizationNetGrossAccumulated AmortizationNet
Acquired franchise rights$833$(239)$594$821$(223)$598
Customer relationships (a)766(330)436565(279)286
Brands1,080(1,013)671,051(977)74
Other identifiable intangibles433(289)144420(276)144
Total$3,112$(1,871)$1,241$2,857$(1,755)$1,102

(a)Increase is primarily related to acquisitions of VNGR Beverage, LLC (poppi) and Garza Food Ventures LLC (Siete). See Note 12 for further information on acquisitions.

The components of indefinite-lived intangible assets are as follows:

9/6/202512/28/2024
Goodwill$18,845$17,534
Other indefinite-lived intangible assets
Reacquired franchise rights7,5327,437
Acquired franchise rights1,8861,858
Brands (a)4,1934,404
Total indefinite-lived intangible assets$32,456$31,233

(a)Decrease is primarily related to impairments to the Rockstar and Be & Cheery brands as well as the sale of the Rockstar brand in connection with the transaction described below, partially offset by acquisitions of poppi and Siete. See Note 12 for further information on acquisitions.

During the 36 weeks ended September 6, 2025, recent business performance in conjunction with lower expectations of future business performance compared to projections, as well as the transaction discussed below, indicated a deterioration of the significant inputs used to determine the fair value of our indefinite-lived intangible assets in certain markets and required us to perform quantitative assessments on certain assets. The fair value of our indefinite-lived intangible assets was estimated using discounted cash flows under the income approach, which we consider to be a Level 3 (significant unobservable inputs) measurement. We determined that the carrying value exceeded the fair value, which reflected our most current estimates of future sales and their contributions to operating profit and expected future cash flows (including perpetuity growth assumptions), as well as an increase in the weighted-average cost of capital. As a result of the quantitative assessments, in the 36 weeks ended September 6, 2025, we recorded pre-tax impairment charges of $1.9 billion ($1.5 billion after-tax or $1.07 per share) in impairment of intangible assets primarily comprised of the Rockstar brand in our PBNA, EMEA, and IB Franchise segments, with $0.1 billion ($0.1 billion after-tax or $0.06 per share) recorded during the 12 weeks ended September 6, 2025 related to the Rockstar brand in our IB Franchise and PBNA segments. For further information on our policies for indefinite-lived intangible assets, see Note 2 to our consolidated financial statements in our Recast Segment Information.

On August 28, 2025, we consummated a transaction with Celsius Holdings, Inc. (Celsius), pursuant to which we acquired convertible preferred shares and transferred cash and certain non-cash assets, primarily the Rockstar brand of $0.5 billion in the United States and Canada (Celsius Transaction). For further information on the convertible preferred shares, see Note 9. On the same date, we entered into an agreement with Celsius to be the exclusive distributor for the Alani Nu brand in certain channels in the United States and Canada for approximately $0.2 billion, to start in the fourth quarter of 2025.

The change in the book value of goodwill is as follows:

PFNAPBNAIB FranchiseEMEA**(b)**LatAm FoodsAsia Pacific FoodsTotal
Balance as of December 28, 2024$791$11,925$1,918$2,194$354$352$17,534
Acquisitions (a)625179————804
Translation and other51834422514507
Balance as of September 6, 2025$1,421$12,122$1,921$2,636$379$366$18,845

(a)Related to the acquisitions of Siete in our PFNA segment and poppi in our PBNA segment. See Note 12 for further information on acquisitions.

(b)Translation and other primarily reflects the appreciation of the Russian ruble and the euro.

Note 5 - Income Taxes

Numerous countries, including European Union member states, have enacted, or are expected to enact, legislation incorporating the Organization for Economic Co-operation and Development (OECD) model rules for a global minimum tax rate of 15%. Widespread implementation is expected by the end of 2025, with certain countries that have not yet enacted potentially applying the legislation as of a retroactive date. Legislation enacted as of September 6, 2025 did not have a material impact on our financial statements for the 12 and 36 weeks ended September 6, 2025 and is not expected to have a material impact on our 2025 financial statements.

On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions, was signed into law in the United States. We do not expect the OBBB Act to have a material impact on our estimated annual effective tax rate in 2025.

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 Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
Share-based compensation expense – equity awards$76$77$207$260
Share-based compensation expense – liability awards24(1)14
Restructuring charges(1)(1)(3)(5)
Total$77$80$203$269

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

36 Weeks Ended
9/6/20259/7/2024
Granted**(a)**Weighted-Average Grant PriceGranted(a)Weighted-Average Grant Price
Stock options1.7$150.752.0$164.28
RSUs and PSUs2.1$153.502.3$164.25

(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 $22 million and $19 million during the 36 weeks ended September 6, 2025 and September 7, 2024, respectively.

For the 12 weeks ended September 6, 2025 and September 7, 2024, 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:

36 Weeks Ended
9/6/20259/7/2024
Expected life7 years7 years
Risk-free interest rate4.1%4.2%
Expected volatility16%16%
Expected dividend yield3.5%2.9%

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
9/6/20259/7/20249/6/20259/7/20249/6/20259/7/2024
Service cost$71$80$11$11$8$7
Other pension and retiree medical benefits income:
Interest cost$136$135$35$36$6$7
Expected return on plan assets(186)(201)(46)(50)(3)(3)
Amortization of prior service cost/(credits)1(6)(1)—(1)(1)
Amortization of net losses/(gains)191776(5)(6)
Settlement/curtailment losses5887——
Special termination benefits(1)8———2
Total other pension and retiree medical benefits income$(26)$(39)$3$(1)$(3)$(1)
Total$45$41$14$10$5$6
36 Weeks Ended
PensionRetiree Medical
U.S.International
9/6/20259/7/20249/6/20259/7/20249/6/20259/7/2024
Service cost$216$240$30$32$22$22
Other pension and retiree medical benefits income:
Interest cost$406$405$97$99$20$22
Expected return on plan assets(558)(604)(129)(139)(8)(9)
Amortization of prior service cost/(credits)2(17)(1)(1)(3)(3)
Amortization of net losses/(gains)58531715(17)(18)
Net settlement/curtailment losses5879——
Special termination benefits1323———2
Total other pension and retiree medical benefits income$(74)$(132)$(9)$(17)$(8)$(6)
Total$142$108$21$15$14$16

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

In the 36 weeks ended September 6, 2025 and September 7, 2024, we made discretionary contributions of $250 million and $150 million, respectively, to our U.S. qualified defined benefit plans, and $29 million and $27 million, respectively, to our international defined benefit plans.

Note 8 - Debt Obligations

In the 36 weeks ended September 6, 2025, we issued the following notes:

Interest RateMaturity DatePrincipal Amount**(a)**
4.400%February 2027$500
4.450%February 2028$750
4.600%February 2030$1,000
5.000%February 2035$1,250
4.100%January 2029$750
4.300%July 2030$650
4.650%July 2032$850
5.000%July 2035$1,250
3.450%July 2037€500(b)
4.050%July 2055€500(b)

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

(b)These notes, issued in euros, were designated as net investment hedges to partially offset the effects of foreign currency on our investments in certain of our foreign subsidiaries.

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

In the 36 weeks ended September 6, 2025, $3.2 billion of U.S. dollar-denominated senior notes matured and were paid.

As of September 6, 2025, we had $3.0 billion of commercial paper outstanding, excluding discounts.

In the 36 weeks ended September 6, 2025, we entered into a new five-year unsecured revolving credit agreement (2025 Five-Year Credit Agreement), which expires on May 23, 2030. The 2025 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 2025 Five-Year Credit Agreement, request renewal of the agreement for an additional one-year period. The 2025 Five-Year Credit Agreement replaced our $5.0 billion five-year credit agreement, dated as of May 24, 2024.

Also in the 36 weeks ended September 6, 2025, we entered into a new 364-day unsecured revolving credit agreement (2025 364-Day Credit Agreement), which expires on May 22, 2026. The 2025 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 2025 364-Day Credit Agreement replaced our $5.0 billion 364-day credit agreement, dated as of May 24, 2024.

Funds borrowed under the 2025 Five-Year Credit Agreement and the 2025 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 6, 2025, there were no outstanding borrowings under the 2025 Five-Year Credit Agreement or the 2025 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 36 weeks ended September 6, 2025 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 Recast Segment Information.

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 6, 2025 was $88 million. We have posted no collateral under these contracts and no credit-risk-related contingent features were triggered as of September 6, 2025.

The notional amounts of our financial instruments used to hedge the above risks are as follows:

Notional Amounts**(a)**
9/6/202512/28/2024
Commodity contracts$1.3$1.4
Interest rate swap contracts$2.0$2.0
Foreign exchange contracts$3.2$3.1
Cross-currency contracts$1.7$1.2
Non-derivative debt instruments$4.3$2.9

(a)In billions.

As of September 6, 2025 and December 28, 2024, approximately 13% of total debt was subject to variable rates, after the impact of the related interest rate swap contracts.

Debt Securities

Available-for-Sale

On August 28, 2025, as part of the Celsius Transaction described in Note 4, we acquired Series B convertible preferred shares, issued by Celsius, valued at $585 million upon acquisition, excluding acquisition-related charges. These Series B convertible preferred shares include certain conversion and redemption features and convert into Celsius common shares after six years from issuance if certain market-based conditions are met, or can be redeemed for cash after seven years from issuance. Shares underlying the transaction were priced at $51.75 per share, and the preferred shares are entitled to a 5% annual dividend, payable either in cash or in-kind. Given our redemption right, we classified our investment in the convertible preferred stock as a Level 3 investment in available-for-sale debt securities, consistent with the Series A convertible preferred shares issued by Celsius that we currently hold. In addition, as part of this transaction, the conversion and redemption periods of the Series A convertible

preferred shares were extended to match the terms of the newly issued Series B convertible preferred shares, which was accounted for as a modification.

The activity related to our Level 3 investments in certain available-for-sale debt securities is as follows:

12 Weeks Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
Celsius:
Balance, beginning of period$958$1,337$785$1,156
Acquired590—590—
Net unrealized gain/(loss)535(453)722(265)
Cash dividends received(6)(7)(20)(14)
Balance, end of period$2,077$877$2,077$877
Other:
Balance, beginning of period$261$—$256$—
Net unrealized gain/(loss)6—11—
Balance, end of period$267$—$267$—
Total Level 3 available-for-sale balance, end of period$2,344$877$2,344$877

There were no impairment charges related to our investments in available-for-sale debt securities in both the 36 weeks ended September 6, 2025 and September 7, 2024. There were unrealized gains of $1,067 million and $347 million as of September 6, 2025 and September 7, 2024, respectively, associated with our available-for-sale debt securities.

Recurring Fair Value Measurements

The fair values of our financial assets and liabilities are categorized as follows:

9/6/202512/28/2024
Fair Value Hierarchy Levels**(a)**Assets**(a)**Liabilities**(a)**Assets(a)Liabilities(a)
Available-for-sale debt securities (b)3$2,344$—$1,041$—
Index funds (c)1$325$—$336$—
Prepaid forward contracts (d)2$9$—$15$—
Deferred compensation (e)2$—$485$—$503
Contingent consideration (f)3$—$180$—$—
Derivatives designated as fair value hedging instruments:
Interest rate swap contracts (g)2$31$1$—$46
Derivatives designated as cash flow hedging instruments:
Foreign exchange contracts (h)2$8$32$55$3
Cross-currency contracts (h)2—105—165
Commodity contracts (i)2868276
$94$145$82$174
Derivatives designated as net investment hedging instruments:
Cross-currency contracts (h)2$—$16$1$4
Derivatives not designated as hedging instruments:
Foreign exchange contracts (h)2$6$12$28$12
Commodity contracts (i)2111310
$7$23$31$22
Total derivatives at fair value (j)$132$185$114$246
Total$2,810$850$1,506$749

(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)Classified as other assets. Includes $2,077 million and $785 million related to our investment in Celsius as of September 6, 2025 and December 28, 2024, respectively; also, includes $267 million and $256 million related to our other investment in available-for-sale debt securities as of September 6, 2025 and December 28, 2024, respectively. 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 10.1% and 7.3% as of September 6, 2025 and December 28, 2024, respectively. The fair value of the other Level 3 investment is estimated using a lattice model primarily based on the underlying stock price, volatility and certain significant unobservable inputs, such as a discount rate of 8.3% based on an 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)In connection with our acquisition of poppi, we recorded a liability at fair value for the contingent consideration payable upon achievement of certain performance milestones by the third quarter of 2027, with a maximum payment of $300 million. If these performance milestones are not met, no payment will be made. The fair value of the liability is estimated using discounted future cash flows based on a Monte Carlo simulation using significant unobservable inputs such as forecasts of net revenue and margin. An increase in the net revenue and margin forecasts would result in a higher fair value measurement, while a decrease in the net revenue and margin forecasts would result in a lower fair value measurement.

(g)Based on Secured Overnight Financing Rate forward rates. As of September 6, 2025, the carrying amount of hedged fixed-rate debt was $2.0 billion, which was classified on the balance sheet within long-term debt obligations.

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

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

(j)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 September 6, 2025 and December 28, 2024 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 September 6, 2025 and December 28, 2024 was $48 billion and $40 billion, respectively, based upon prices of identical or similar instruments in the marketplace, which are considered Level 2 inputs.

Losses/(gains) on our fair value hedges recognized in the income statement are as follows:

12 Weeks Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
Interest rate swap contracts (a)$(33)$—$(76)$—

(a)Interest rate derivative losses/(gains) 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.

Losses/(gains) on our cash flow 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)**
9/6/20259/7/20249/6/20259/7/2024
Foreign exchange contracts$8$(33)$13$(3)
Cross-currency contracts(5)(15)(8)(21)
Commodity contracts(38)75(10)34
Total$(35)$27$(5)$10
36 Weeks Ended
Losses/(Gains) Recognized in Accumulated Other Comprehensive LossLosses/(Gains) Reclassified from Accumulated Other Comprehensive Loss into Income Statement**(a)**
9/6/20259/7/20249/6/20259/7/2024
Foreign exchange contracts$78$(48)$(11)$15
Cross-currency contracts(60)19(63)14
Commodity contracts(138)103(15)85
Total$(120)$74$(89)$114

(a)Foreign exchange derivative losses/(gains) are included in net revenue and cost of sales. Cross-currency interest rate swap 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.

As of September 6, 2025, we expect to reclassify net gains of $74 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) on our net investment hedges are categorized as follows:

12 Weeks Ended
Losses/(Gains) Recognized in Accumulated Other Comprehensive LossLosses/(Gains) Recognized in Income Statement**(a)**
9/6/20259/7/20249/6/20259/7/2024
Non-derivative debt instruments$27$114$—$—
Cross-currency contracts413(3)(2)
Foreign exchange contracts(13)———
Total$18$127$(3)$(2)
36 Weeks Ended
Losses/(Gains) Recognized in Accumulated Other Comprehensive LossLosses/(Gains) Recognized in Income Statement**(a)**
9/6/20259/7/20249/6/20259/7/2024
Non-derivative debt instruments$311$45$—$—
Cross-currency contracts1313(7)(2)
Foreign exchange contracts(13)———
Total$311$58$(7)$(2)

(a)Amount excluded from the assessment of effectiveness recognized in earnings associated with cross-currency interest rate swaps.

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

12 Weeks Ended
9/6/20259/7/2024
Cost of salesSelling, general and administrative expensesTotalCost of salesSelling, general and administrative expensesTotal
Foreign exchange contracts$—$(3)$(3)$1$(8)$(7)
Commodity contracts16420243660
Total$16$1$17$25$28$53
36 Weeks Ended
9/6/20259/7/2024
Cost of salesSelling, general and administrative expensesTotalCost of salesSelling, general and administrative expensesTotal
Foreign exchange contracts$1$51$52$1$34$35
Commodity contracts12(6)691625
Total$13$45$58$10$50$60

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
9/6/20259/7/2024
IncomeShares**(a)**IncomeShares(a)
Basic net income attributable to PepsiCo per common share$1.90$2.13
Net income available for PepsiCo common shareholders$2,6031,369$2,9301,373
Dilutive securities:
Stock options, RSUs, PSUs and other (b)—3—5
Diluted$2,6031,372$2,9301,378
Diluted net income attributable to PepsiCo per common share$1.90$2.13
36 Weeks Ended
9/6/20259/7/2024
IncomeShares**(a)**IncomeShares(a)
Basic net income attributable to PepsiCo per common share$4.16$5.86
Net income available for PepsiCo common shareholders$5,7001,370$8,0551,374
Dilutive securities:
Stock options, RSUs, PSUs and other (b)—3—5
Diluted$5,7001,373$8,0551,379
Diluted net income attributable to PepsiCo per common share$4.15$5.84

(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 7 million and 8 million for the 12 and 36 weeks ended September 6, 2025, respectively, and 4 million for the 12 and 36 weeks ended September 7, 2024.

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 28, 2024 (b)$(15,217)$82$(2,714)$237$(17,612)
Other comprehensive income/(loss) before reclassifications (c)41058(4)87551
Amounts reclassified from accumulated other comprehensive loss—(31)17—(14)
Net other comprehensive income410271387537
Tax amounts26(5)(3)(21)(3)
Balance as of March 22, 2025 (b)(14,781)104(2,704)303(17,078)
Other comprehensive income/(loss) before reclassifications (d)91527(42)84984
Amounts reclassified from accumulated other comprehensive loss—(53)18—(35)
Net other comprehensive income/(loss)915(26)(24)84949
Tax amounts4685(20)39
Balance as of June 14, 2025 (b)(13,820)86(2,723)367(16,090)
Other comprehensive income/(loss) before reclassifications3335(6)536598
Amounts reclassified from accumulated other comprehensive loss—(5)33—28
Net other comprehensive income333027536626
Tax amounts6(7)(6)(126)(133)
Balance as of September 6, 2025 (b)$(13,781)$109$(2,702)$777$(15,597)

(a)The movements 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 28, 2024, $1,279 million as of March 22, 2025, $1,284 million as of June 14, 2025 and $1,278 million as of September 6, 2025.

(c)Currency translation adjustment primarily reflects appreciation of the Russian ruble and deprecation of the euro.

(d)Currency translation adjustment primarily reflects appreciation of the Russian ruble, Mexican peso and Canadian dollar.

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)
Other comprehensive (loss)/income before reclassifications (e)(544)(34)—(460)(1,038)
Amounts reclassified from accumulated other comprehensive loss—725—32
Net other comprehensive (loss)/income(544)(27)25(460)(1,006)
Tax amounts323(4)109140
Balance as of September 7, 2024 (b)$(14,216)$(10)$(2,678)$252$(16,652)

(a)The movements 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 and $1,280 million as of March 23, 2024, $1,278 million as of June 15, 2024 and $1,274 million as of September 7, 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.

(e)Currency translation adjustment primarily reflects depreciation of the Mexican peso.

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

12 Weeks Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024Affected Line Item in the Income Statement
Cash flow hedges:
Foreign exchange contracts$—$(1)$(2)$(1)Net revenue
Foreign exchange contracts13(2)(9)16Cost of sales
Cross-currency contracts(8)(21)(63)14Selling, general and administrative expenses
Interest rate swap contracts—(3)—(3)Selling, general and administrative expenses
Commodity contracts(11)34(17)85Cost of sales
Commodity contracts1—2—Selling, general and administrative expenses
Net (gains)/losses before tax(5)7(89)111
Tax amounts—(1)22(28)
Net (gains)/losses after tax$(5)$6$(67)$83
Pension and retiree medical items:
Amortization of net prior service credits$(1)$(7)$(2)$(21)Other pension and retiree medical benefits income
Amortization of net losses21175850Other pension and retiree medical benefits income
Net settlement/curtailment losses13151217Other pension and retiree medical benefits income
Net losses before tax33256846
Tax amounts(7)(5)(15)(9)
Net losses after tax$26$20$53$37
Total net losses/(gains) reclassified, net of tax$21$26$(14)$120

Note 12 - Acquisitions and Divestitures

Acquisition of Siete

On January 17, 2025, we acquired all of the outstanding equity interest in Siete, a Mexican-American foods business, for total consideration of $1.2 billion in cash.

We accounted for the transaction as a business combination in the first quarter of 2025. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition, in our PFNA segment. The preliminary estimates of the fair value of the identifiable assets acquired and liabilities assumed in this transaction as of the acquisition date primarily include goodwill and other intangible assets of approximately $1.2 billion. These preliminary estimates include management’s assumptions and are subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date, primarily related to intangible assets, which may result in adjustments to the preliminary values discussed above as valuations are finalized. We expect to finalize these amounts as soon as possible, but no later than the first quarter of 2026.

Acquisition of poppi

On May 19, 2025, we acquired all of the outstanding equity interest in poppi, a prebiotic soda business, for cash consideration of $1.95 billion and contingent consideration with an acquisition date fair value of $0.2 billion. See Note 9 for further information on the contingent consideration. In connection with this acquisition, other payments may be incurred, subject to the achievement of certain conditions.

We accounted for the transaction as a business combination in the second quarter of 2025. We recognized and measured the identifiable assets acquired and liabilities assumed at their estimated fair values on the date of acquisition, in our PBNA segment. The preliminary estimates of the fair value of the identifiable assets acquired and liabilities assumed in this transaction as of the acquisition date primarily include goodwill and other intangible assets of approximately $2.0 billion. These preliminary estimates include management’s assumptions and are subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date, primarily related to intangible assets, which may result in adjustments to the preliminary values discussed above as valuations are finalized. We expect to finalize these amounts as soon as possible, but no later than the second quarter of 2026.

Acquisition and Divestiture-Related Charges

Acquisition and divestiture-related charges primarily include transaction expenses, such as consulting, advisory and other professional fees, and merger and integration charges, as well as fair value adjustments to the acquired inventory included in the acquisition-date balance sheets. Merger and integration charges include distribution agreement termination fees, impairment of certain acquisition-related intangibles, employee-related costs, closing costs and other integration costs.

A summary of charges is as follows:

12 Weeks Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
Cost of sales$46$—$46$—
Selling, general and administrative expenses12552127
Impairment of intangible assets50—50—
Total$221$5$308$7
After-tax amount$169$4$236$5
Impact on net income attributable to PepsiCo per common share$(0.12)$—$(0.17)$—
12 Weeks Ended36 Weeks Ended
9/6/20259/7/20249/6/20259/7/2024
PFNA$2$—$23$—
PBNA21952857
Total$221$5$308$7

Note 13 - 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 both September 6, 2025 and December 28, 2024, $1.5 billion 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 Recast Segment Information.

Note 14 - Legal Contingencies

The Company is 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 is not expected to have a material adverse effect on our financial condition, results of operations or cash flows.

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