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PEPSICO INC - Quarter Report: 2024 March (Form 10-Q)

  )) () $ 
See accompanying notes to the condensed consolidated financial statements.
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Condensed Consolidated Statement of Cash Flows
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
 12 Weeks Ended
3/23/20243/25/2023
Operating Activities
Net income$ $ 
Depreciation and amortization  
Impairment and other charges/(credits) ()
Product recall-related impact  
Cash payments for product recall-related impact() 
Operating lease right-of-use asset amortization  
Share-based compensation expense  
Restructuring and impairment charges   
Cash payments for restructuring charges()()
Pension and retiree medical plan expense  
Pension and retiree medical plan contributions()()
Deferred income taxes and other tax charges and credits  
Change in assets and liabilities:
Accounts and notes receivable()()
Inventories()()
Prepaid expenses and other current assets()()
Accounts payable and other current liabilities()()
Income taxes payable  
Other, net() 
Net Cash Used for Operating Activities()()
Investing Activities
Capital spending()()
Sales of property, plant and equipment  
Acquisitions, net of cash acquired, investments in noncontrolled affiliates and purchases of intangible and other assets()()
Other divestitures, sales of investments in noncontrolled affiliates and other assets
  
Short-term investments, by original maturity:
More than three months - purchases ()
More than three months - maturities  
Three months or less, net  
Other investing, net() 
Net Cash Used for Investing Activities()()
    
(Continued on following page)
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Condensed Consolidated Statement of Cash Flows (continued)
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
12 Weeks Ended
3/23/20243/25/2023
Financing Activities
Proceeds from issuances of long-term debt$ $ 
Payments of long-term debt()()
Short-term borrowings, by original maturity:
More than three months - proceeds  
More than three months - payments()()
Three months or less, net  
Cash dividends paid()()
Share repurchases()()
Proceeds from exercises of stock options  
Withholding tax payments on restricted stock units (RSUs) and performance stock units (PSUs) converted()()
Other financing ()
Net Cash Provided by Financing Activities  
Effect of exchange rate changes on cash and cash equivalents and restricted cash()()
Net Decrease in Cash and Cash Equivalents and Restricted Cash()()
Cash and Cash Equivalents and Restricted Cash, Beginning of Year  
Cash and Cash Equivalents and Restricted Cash, End of Period$ $ 
Supplemental Non-Cash Activity
Right-of-use assets obtained in exchange for lease obligations$ $ 
See accompanying notes to the condensed consolidated financial statements.
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Condensed Consolidated Balance Sheet
PepsiCo, Inc. and Subsidiaries
(in millions except per share amounts)
 )) )))))))))) )  ))) ))))))))))))))))))) )
(Unaudited)
3/23/202412/30/2023
ASSETS
Current Assets
Cash and cash equivalents$ $ 
Short-term investments  
Accounts and notes receivable, less allowance ($ and $, respectively)
  
Inventories:
Raw materials and packaging  
Work-in-process  
Finished goods  
  
Prepaid expenses and other current assets  
Total Current Assets  
Property, plant and equipment  
Accumulated depreciation()()
Property, Plant and Equipment, net  
Amortizable Intangible Assets, net  
Goodwill  
Other Indefinite-Lived Intangible Assets  
Investments in Noncontrolled Affiliates  
Deferred Income Taxes  
Other Assets  
Total Assets$ $ 
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt obligations$ $ 
Accounts payable and other current liabilities  
AmountSharesAmount
 
()
 
()
()
Plan to Date
Plan to Date
 
 $ 
 $  $ RSUs and PSUs $  $ 
We granted long-term cash awards to certain executive officers and other senior executives with an aggregate target value of $ million for both the 12 weeks ended March 23, 2024 and March 25, 2023.
years yearsRisk-free interest rate % %Expected volatility % %Expected dividend yield % %
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Note 7 -
 $ $ $ $ $ Other pension and retiree medical benefits income:Interest cost      Expected return on plan assets()()()()()()Amortization of prior service credits()()  ()()Amortization of net losses/(gains)    ()()
(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 12 weeks ended March 23, 2024, $ billion of U.S. dollar-denominated senior notes matured and were paid.
As of March 23, 2024, we had $ billion of commercial paper outstanding, excluding discounts.
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Note 9 -
million. We have posted collateral under these contracts and credit-risk-related contingent features were triggered as of March 23, 2024. $ Foreign exchange $ $ Interest rate$ $ 
Net investment (b)
$ $ 
(a)In billions.
(b)The total notional amount of our net investment hedges consists of non-derivative debt instruments.
As of March 23, 2024, approximately % of total debt, after the impact of the related interest rate derivative instruments, was subject to variable rates, compared to % as of December 30, 2023.
Debt Securities
Held-to-Maturity
As of March 23, 2024, we had investments in held-to-maturity debt securities. As of December 30, 2023, we had $ 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 .
Available-for-Sale
There were impairment charges related to investments in available-for-sale debt securities in both the 12 weeks ended March 23, 2024 and March 25, 2023. Related to our Level 3 (significant unobservable inputs) investment in Celsius Holdings, Inc. (Celsius), we recorded an unrealized gain of $ million in other comprehensive income during the 12 weeks ended March 23, 2024. There were Level 3 investments during the 12 weeks ended March 25, 2023.
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 $ $ $ 
Index funds (c)
1$ $ $ $ 
Prepaid forward contracts (d)
2$ $ $ $ 
Deferred compensation (e)
2$ $ $ $ )()$ $ $ 
(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 $ million related to our cash flow hedges from accumulated other comprehensive loss within common shareholders’ equity into net income during the next 12 months.
 $ $ $()$()$()Commodity()()()   Total$()$()$()$ $ $ 
Note 10 -
 $()) )  $()3/25/2023Affected Line Item in the Income Statement)  Other pension and retiree medical benefits income) $ 3/25/2023Change58 $61 $(3)202 $200 $2  %21.9 %2,042 $1,932 6 %1.48 $1.40 6 %— 1 — 1 — — — (13)2,802 $60 $578 $13 $2,071 
(a)Provision for income taxes is the expected tax charge/benefit on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction.
     
3/25/2023Change
1.48 $1.40 6 %
0.04 
0.07 
— 
(0.01)
— 
1.61 
(a)
$1.50 7 %
7 %
(a)Does not sum due to rounding.

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Mark-to-Market Net Impact
We centrally manage commodity derivatives on behalf of our divisions. These commodity derivatives include agricultural products, energy and metals. Commodity derivatives that do not qualify for hedge accounting treatment are marked to market each period with the resulting gains and losses recorded in corporate unallocated expenses as either cost of sales or selling, general and administrative expenses, depending on the underlying commodity. These gains and losses are subsequently reflected in division results when the divisions recognize the cost of the underlying commodity in operating profit. Therefore, the divisions realize the economic effects of the derivative without experiencing any resulting mark-to-market volatility, which remains in corporate unallocated expenses.
Restructuring and Impairment Charges
2019 Multi-Year Productivity Plan
The 2019 Productivity Plan, publicly announced on February 15, 2019, leverages new technology and business models to further simplify, harmonize and automate processes; re-engineer our go-to-market and information systems, including deploying the right automation for each market; and simplify our organization and optimize our manufacturing and supply chain footprint. To build on the successful implementation of the 2019 Productivity Plan, 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. Plan to date through March 23, 2024, we have incurred pre-tax charges of $2.0 billion, including cash expenditures of $1.5 billion. For the remainder of 2024, we expect to incur pre-tax charges of approximately $400 million, and cash expenditures of approximately $400 million. These charges will be funded primarily through cash from operations. We expect to incur the majority of the remaining pre-tax charges and cash expenditures through 2025, with the balance to be incurred through 2028. Charges include severance and other employee costs, asset impairments and other costs.
See Note 3 to our condensed consolidated financial statements in this Form 10-Q, as well as Note 3 to our consolidated financial statements in our 2023 Form 10-K, for further information related to our 2019 Productivity Plan.
We regularly evaluate productivity initiatives beyond the productivity plan and other initiatives discussed above and in Note 3 to our condensed consolidated financial statements.
Acquisition and Divestiture-Related Charges
Acquisition and divestiture-related charges primarily include costs associated with divestitures, primarily consulting, advisory and other professional fees.
Impairment and Other Charges/Credits
We recognized adjustments to the charges recorded in prior years from changes in estimates of previously recorded amounts.
Product Recall-Related Impact
We recognized property, plant and equipment write-offs, employee severance costs and other costs in our QFNA division associated with a previously announced voluntary recall of certain bars and cereals.
See Note 1 to our condensed consolidated financial statements for further information.
Our Liquidity and Capital Resources
We believe that our cash generating capability and financial condition, together with our revolving credit facilities, working capital lines and other available methods of debt financing, such as commercial paper
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borrowings and long-term debt financing, will be adequate to meet our operating, investing and financing needs, including with respect to our net capital spending plans. Our primary sources of liquidity include cash from operations, proceeds obtained from issuances of commercial paper and long-term debt, and cash and cash equivalents. These sources of cash are available to fund cash outflows that have both a short- and long-term component, including debt repayments and related interest payments; payments for acquisitions; operating leases; purchase, marketing, and other contractual commitments, including capital expenditures and the transition tax liability under the Tax Cuts and Jobs Act (TCJ Act). In addition, these sources of cash fund other cash outflows including anticipated dividend payments and share repurchases. We do not have guarantees or off-balance sheet financing arrangements, including variable interest entities, that we believe could have a material impact on our liquidity. See “Our Business Risks” and Note 8 to our condensed consolidated financial statements included in this Form 10-Q and “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” and Note 8 to our consolidated financial statements included in our 2023 Form 10-K for further information.
As of March 23, 2024, cash, cash equivalents and short-term investments in our consolidated subsidiaries subject to currency controls or currency exchange restrictions were not material.
The TCJ Act imposed a one-time mandatory transition tax on undistributed international earnings. As of March 23, 2024, our mandatory transition tax liability was $2.3 billion, which must be paid through 2026 under the provisions of the TCJ Act. See “Our Liquidity and Capital Resources” and Note 5 to our consolidated financial statements included in our 2023 Form 10-K for further discussion of the TCJ Act.
Supply chain financing arrangements did not have a material impact on our liquidity or capital resources in the periods presented and we do not expect such arrangements to have a material impact on our liquidity or capital resources for the foreseeable future. See Note 12 to our condensed consolidated financial statements for further discussion of supply chain financing arrangements.
Operating Activities
During the 12 weeks ended March 23, 2024, net cash used for operating activities was $1.0 billion, compared to net cash used for operating activities of $0.4 billion in the prior-year period. The decrease in operating cash flow primarily reflects unfavorable working capital comparisons, partially offset by favorable operating profit performance.
Investing Activities
During the 12 weeks ended March 23, 2024, net cash used for investing activities was $0.6 billion, primarily reflecting net capital spending.
We regularly review our plans with respect to net capital spending and believe that we have sufficient liquidity to meet our net capital spending needs.
Financing Activities
During the 12 weeks ended March 23, 2024, net cash provided by financing activities was $10 million, primarily reflecting the proceeds from issuances of long-term debt of $1.8 billion and net proceeds of short-term borrowings of $1.5 billion, partially offset by the return of operating cash flow to our shareholders through dividend payments of $1.8 billion and share repurchases of $0.1 billion, as well as payments of long-term debt borrowings of $1.3 billion.
We annually review our capital structure with our Board of Directors, including our dividend policy and share repurchase activity. On February 10, 2022, we announced a share repurchase program providing for the repurchase of up to $10.0 billion of PepsiCo common stock which commenced on February 11, 2022 and will expire on February 28, 2026. In addition, on February 9, 2024, we announced a 7% increase in
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our annualized dividend to $5.42 per share from $5.06 per share, effective with the dividend expected to be paid in June 2024. We expect to return a total of approximately $8.2 billion to shareholders in 2024, comprising dividends of approximately $7.2 billion and share repurchases of approximately $1.0 billion.
Free Cash Flow
The table below reconciles net cash used for operating activities, as reflected on our cash flow statement, to our free cash flow. Free cash flow is a non-GAAP financial measure. For further information on free cash flow, see “Non-GAAP Measures.”
 12 Weeks Ended
 3/23/20243/25/2023
Net cash used for operating activities, GAAP measure$(1,041)$(392)
Capital spending
(614)(581)
Sales of property, plant and equipment
7 19 
Free cash flow, non-GAAP measure$(1,648)$(954)
We use free cash flow primarily for acquisitions and financing activities, including debt repayments, dividends and share repurchases. We expect to continue to return free cash flow to our shareholders primarily through dividends while maintaining Tier 1 commercial paper access, which we believe will facilitate appropriate financial flexibility and ready access to global capital and credit markets at favorable interest rates. See “Our Business Risks” included in this Form 10-Q and “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks,” included in our 2023 Form 10-K, for certain factors that may impact our credit ratings or our operating cash flows.
Any downgrade of our credit ratings by a credit rating agency, especially any downgrade to below investment grade, whether or not as a result of our actions or factors which are beyond our control, could increase our future borrowing costs and impair our ability to access capital and credit markets on terms commercially acceptable to us, or at all. In addition, any downgrade of our current short-term credit ratings could impair our ability to access the commercial paper market with the same flexibility that we have experienced historically, and therefore require us to rely more heavily on more expensive types of debt financing. See Note 8 to our condensed consolidated financial statements and “Our Business Risks” included in this Form 10-Q, as well as “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” included in our 2023 Form 10-K for further information.
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Changes in Line Items in Our Condensed Consolidated Financial Statements
Changes in line items in the income statement are discussed in “Results of Operations – Consolidated Review,” “Results of Operations – Division Review” and “Items Affecting Comparability.”
Changes in line items in the cash flow statement are discussed in “Our Liquidity and Capital Resources.”
Changes in line items in the balance sheet are discussed below:
Total Assets
As of March 23, 2024, total assets were $100.0 billion, compared to $100.5 billion as of December 30, 2023. The decrease in total assets is primarily driven by the following line item:
Change(a)
Cash and cash equivalents (b)
$(1.7)
Total Liabilities
As of March 23, 2024, total liabilities were $80.9 billion, compared to $81.9 billion as of December 30, 2023. The decrease in total liabilities is primarily driven by the following line items:
Change(a)
Short-term debt obligations (c)
$1.7 
Accounts payable and other current liabilities (d)
$(3.1)
(a)In billions.
(b)Refer to the cash flow statement for further information.
(c)See Note 8 to our condensed consolidated financial statements for further information.
(d)Primarily reflects timing of payments, combined with a decrease in production and capital expenditure payables across our divisions.
Total Equity
See the equity statement and Notes 9 and 11 to our condensed consolidated financial statements.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
PepsiCo, Inc.:
Results of Review of Interim Financial Information
We have reviewed the Condensed Consolidated Balance Sheet of PepsiCo, Inc. and subsidiaries (the Company) as of March 23, 2024, the related Condensed Consolidated Statements of Income, Comprehensive Income, Cash Flows and Equity for the twelve weeks ended March 23, 2024 and March 25, 2023, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Balance Sheet of the Company as of December 30, 2023, and the related Consolidated Statements of Income, Comprehensive Income, Cash Flows and Equity for the fiscal year then ended (not presented herein); and in our report dated February 8, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying Condensed Consolidated Balance Sheet as of December 30, 2023, is fairly stated, in all material respects, in relation to the Consolidated Balance Sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

New York, New York
April 22, 2024
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks.” In addition, see “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Risks” and Note 9 to our consolidated financial statements in our 2023 Form 10-K.
ITEM 4. Controls and Procedures.
As of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
During the 12 weeks ended March 23, 2024, we continued migrating certain of our financial processing systems to an Enterprise Resource Planning (ERP) system. These systems implementations are part of our ongoing global business transformation initiative, and we plan to continue implementing such systems throughout other parts of our businesses in phases over the next several years. In connection with these ERP implementations, we are updating and will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. During the 12 weeks ended March 23, 2024, we continued implementing these systems, resulting in changes that materially affected our internal control over financial reporting. These system implementations did not have an adverse effect, nor do we expect will have an adverse effect, on our internal control over financial reporting. In addition, in connection with our 2019 multi-year productivity plan, we continue to migrate to shared business models across our operations to further simplify, harmonize and automate processes. In connection with this multi-year productivity plan and resulting business process changes, we continue to enhance the design and documentation of our internal control over financial reporting processes, to maintain effective controls over our financial reporting. These business process changes have not materially affected, and we do not expect them to materially affect, our internal control over financial reporting.
Except with respect to the continued implementation of ERP systems, there have been no changes in our internal control over financial reporting during the 12 weeks ended March 23, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We will continue to assess the impact on our internal control over financial reporting as we continue to implement our ERP solution and our 2019 multi-year productivity plan.
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PART II OTHER INFORMATION
ITEM 1. Legal Proceedings.
The following information should be read in conjunction with the discussion set forth under Part I, “Item 3. Legal Proceedings” in our 2023 Form 10-K.
We and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations. While the results of such litigation, claims, legal or regulatory proceedings, inquiries and investigations cannot be predicted with certainty, management believes that the final outcome of the foregoing will not have a material adverse effect on our financial condition, results of operations or cash flows. See also “Item 1. Business – Regulatory Matters” and “Item 1A. Risk Factors” in our 2023 Form 10-K.
ITEM 1A. Risk Factors.
There have been no material changes with respect to the risk factors disclosed in our 2023 Form 10-K.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.
A summary of our common stock repurchases (in millions, except average price per share) during the 12 weeks ended March 23, 2024 is set forth in the table below.
Issuer Purchases of Common Stock
Period
Total
Number of
Shares
Repurchased(a)
Average Price
Paid Per Share		Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs		Maximum
Number (or
Approximate
Dollar Value) of
Shares That May Yet Be
Purchased
Under the Plans
or Programs
12/30/2023$7,500 
12/31/2023 - 1/27/2024— $— — — 
7,500 
1/28/2024 - 2/24/20240.1 $168.36 0.1 (16)
7,484 
2/25/2024 - 3/23/20240.9 $166.53 0.9 (142)
Total1.0 $166.71 1.0 $7,342 
(a)All shares were repurchased in open market transactions pursuant to the $10 billion share repurchase program authorized by our Board of Directors and publicly announced on February 10, 2022, which commenced on February 11, 2022 and will expire on February 28, 2026. Shares repurchased under this program may be repurchased in open market transactions, in privately negotiated transactions, in accelerated stock repurchase transactions or otherwise.
ITEM 5. Other Information.
During the 12 weeks ended March 23, 2024, of our directors or executive officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.
ITEM 6. Exhibits.
See “Index to Exhibits” on page 41.
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INDEX TO EXHIBITS
ITEM 6
EXHIBIT 
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Exhibit 101The following materials from PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 23, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Statement of Cash Flows, (iv) the Condensed Consolidated Balance Sheet, (v) the Condensed Consolidated Statement of Equity, and (vi) Notes to the Condensed Consolidated Financial Statements.
Exhibit 104The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 23, 2024, formatted in iXBRL and contained in Exhibit 101.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
            PepsiCo, Inc.    
(Registrant)
Date:April 22, 2024/s/ Marie T. Gallagher
Marie T. Gallagher
Senior Vice President and Controller
(Principal Accounting Officer)
Date:April 22, 2024/s/ David Flavell
David Flavell
Executive Vice President, General Counsel and Corporate Secretary
(Duly Authorized Officer)
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