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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ No ¨
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Number of shares of Common Stock outstanding as of July 10, 2025 was .
PepsiCo, Inc. and Subsidiaries
Table of Contents
| | | | | | | | |
| | Page No. |
| Part I Financial Information | |
| Item 1. | Condensed Consolidated Financial Statements | |
| | |
| | |
| | |
| | |
| | |
| | |
| Item 2. | | |
| Report of Independent Registered Public Accounting Firm | |
| Item 3. | | |
| Item 4. | | |
| Part II Other Information | |
| Item 1. | | |
| Item 1A. | | |
| Item 2. | | |
| Item 5. | | |
| Item 6. | | |
PART I FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements.
Condensed Consolidated Statement of Income
PepsiCo, Inc. and Subsidiaries
(in millions, except per share amounts, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 Weeks Ended | | 24 Weeks Ended |
| | 6/14/2025 | | 6/15/2024 | | 6/14/2025 | | 6/15/2024 |
| Net Revenue | $ | | | | $ | | | | $ | | | | $ | | |
| Cost of sales | | | | | | | | | | | |
| Gross profit | | | | | | | | | | | |
| Selling, general and administrative expenses | | | | | | | | | | | |
| | | | |
| Impairment of intangible assets (see Notes 1 and 4) | | | | | | | | | | | |
| Operating Profit | | | | | | | | | | | |
| Other pension and retiree medical benefits income | | | | | | | | | | | |
| Net interest expense and other | () | | | () | | | () | | | () | |
| Income before income taxes | | | | | | | | | | | |
| Provision for income taxes | | | | | | | | | | | |
| Net income | | | | | | | | | | | |
| Less: Net income attributable to noncontrolling interests | | | | | | | | | | | |
| Net Income Attributable to PepsiCo | $ | | | | $ | | | | $ | | | | $ | | |
| Net Income Attributable to PepsiCo per Common Share | | | | | | | |
| Basic | $ | | | | $ | | | | $ | | | | | |
| Diluted | $ | | | | $ | | | | $ | | | | | |
| Weighted-average common shares outstanding | | | | | | | |
| Basic | | | | | | | | | | | |
| Diluted | | | | | | | | | | | |
See accompanying notes to the condensed consolidated financial statements.
Condensed Consolidated Statement of Comprehensive Income
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 Weeks Ended | | 24 Weeks Ended |
| 6/14/2025 | | 6/15/2024 | | 6/14/2025 | | 6/15/2024 |
| Net income | $ | | | | $ | | | | $ | | | | $ | | |
| Other comprehensive income/(loss), net of taxes: | | | | | | | |
| Net currency translation adjustment | | | | () | | | | | | () | |
| Net change on cash flow hedges | () | | | | | | | | | | |
| Net pension and retiree medical adjustments | () | | | | | | () | | | | |
| | | | |
| Net change on available-for-sale debt securities and other | | | | () | | | | | | | |
| Total other comprehensive income/(loss), net of taxes | | | | () | | | | | | () | |
| Comprehensive income | | | | | | | | | | | |
Less: Comprehensive income attributable to noncontrolling interests | | | | | | | | | | | |
| Comprehensive Income Attributable to PepsiCo | $ | | | | $ | | | | $ | | | | $ | | |
See accompanying notes to the condensed consolidated financial statements.
Condensed Consolidated Statement of Cash Flows
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
| | | | | | | | | | | |
| | 24 Weeks Ended |
| 6/14/2025 | | 6/15/2024 |
| Operating Activities | | | |
| Net income | $ | | | | $ | | |
| Depreciation and amortization | | | | | |
| Impairment and other charges | | | | | |
|
| 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 | () | | | | |
|
| Tax payments related to the Tax Cuts and Jobs Act (TCJ Act) | () | | | () | |
| 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 Provided by 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 | () | | | () | |
| Divestitures, sales of investments in noncontrolled affiliates and other assets | | | | | |
| Short-term investments, by original maturity: | | | |
|
| More than three months - maturities | | | | | |
|
| Three months or less, net | | | | | |
| Other investing, net | () | | | | |
| Net Cash Used for Investing Activities | () | | | () | |
(Continued on following page)
Condensed Consolidated Statement of Cash Flows (continued)
PepsiCo, Inc. and Subsidiaries
(in millions, unaudited)
| | | | | | | | | | | |
| 24 Weeks Ended |
| 6/14/2025 | | 6/15/2024 |
| 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/(Used for) 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.
Condensed Consolidated Balance Sheet
PepsiCo, Inc. and Subsidiaries
(in millions, except per share amounts)
| | | | | | | | | | | |
| (Unaudited) | | |
| 6/14/2025 | | 12/28/2024 |
| 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 | | | | | |
| Total Current Liabilities | | | | | |
| Long-Term Debt Obligations | | | | | |
| Deferred Income Taxes | | | | | |
| Other Liabilities | | | | | |
| Total Liabilities | | | | | |
| Commitments and contingencies | | | |
| PepsiCo Common Shareholders’ Equity | | | |
Common stock, par value 12/3¢ per share (authorized shares; issued, net of repurchased common stock at par value: and shares, respectively) | | | | | |
| Capital in excess of par value | | | | | |
| Retained earnings | | | | | |
| Accumulated other comprehensive loss | () | | | () | |
Repurchased common stock, in excess of par value ( and shares, respectively) | () | | | () | |
| Total PepsiCo Common Shareholders’ Equity | | | | | |
| Noncontrolling interests | | | | | |
| Total Equity | | | | | |
| Total Liabilities and Equity | $ | | | | $ | | |
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 Ended | | 24 Weeks Ended |
| 6/14/2025 | | 6/15/2024 | | 6/14/2025 | | 6/15/2024 |
| Shares | | Amount | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
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| | | | | | | | | | | | |
| Common Stock | | | | | | | | | | | | | | | |
| Balance, beginning of period | | | | $ | | | | | | | $ | | | | | | | $ | | | | | | | $ | | |
| Change in repurchased common stock | () | | | | | | () | | | | | | () | | | | | | | | | | |
| Balance, end of period | | | | | | | | | | | | | | | | | | | | | | | |
| Capital in Excess of Par Value | | | | | | | | | | | | | | | |
| Balance, beginning of period | | | | | | | | | | | | | | | | | | | |
| Share-based compensation expense | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Stock option exercises, RSUs and PSUs converted | | | () | | | | | | | | | | () | | | | | () | |
| Withholding tax on RSUs and PSUs converted | | | () | | | | | () | | | | | () | | | | | () | |
| Other | | | () | | | | | () | | | | | () | | | | | () | |
| Balance, end of period | | | | | | | | | | | | | | | | | | | |
| Retained Earnings | | | | | | | | | | | | | | | |
| Balance, beginning of period | | | | | | | | | | | | | | | | | | | |
| Net income attributable to PepsiCo | | | | | | | | | | | | | | | | | | | |
Cash dividends declared (a) | | | () | | | | | () | | | | | () | | | | | () | |
| Balance, end of period | | | | | | | | | | | | | | | | | | | |
| Accumulated Other Comprehensive Loss | | | | | | | | | | | | | | | |
| Balance, beginning of period | | | () | | | | | () | | | | | () | | | | | () | |
| Other comprehensive income/(loss) attributable to PepsiCo | | | | | | | | () | | | | | | | | | | () | |
| Balance, end of period | | | () | | | | | () | | | | | () | | | | | () | |
| Repurchased Common Stock | | | | | | | | | | | | | | | |
| Balance, beginning of period | () | | | () | | | () | | | () | | | () | | | () | | | () | | | () | |
| Share repurchases | () | | | () | | | () | | | () | | | () | | | () | | | () | | | () | |
| Stock option exercises, RSUs and PSUs converted | | | | | | | | | | | | | | | | | | | | | | | |
| Other | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, end of period | () | | | () | | | () | | | () | | | () | | | () | | | () | | | () | |
| Total PepsiCo Common Shareholders’ Equity | | | | | | | | | | | | | | | | | | | |
| Noncontrolling Interests | | | | | | | | | | | | | | | |
| Balance, beginning of period | | | | | | | | | | | | | | | | | | | |
| Net income attributable to noncontrolling interests | | | | | | | | | | | | | | | | | | | |
| Distributions to noncontrolling interests | | | () | | | | | () | | | | | () | | | | | () | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Other, net | | | () | | | | | () | | | | | | | | | | () | |
| Balance, end of period | | | | | | | | | | | | | | | | | | | |
| Total Equity | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | |
(a) and $ for the 12 weeks ended June 14, 2025 and June 15, 2024, respectively, and $ and $ for the 24 weeks ended June 14, 2025 and June 15, 2024, respectively.
See accompanying notes to the condensed consolidated financial statements.
Notes to the Condensed Consolidated Financial Statements
Note 1 -
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.
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.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Segment cost of sales (a) | | | | | | | | | | | | | | | | | | | |
Segment selling, general and administrative expenses (a) | | | | | | | | | | | | | | | | | | | |
Restructuring and impairment charges (b) | | | | | | | | | | | | | | | | | | | |
Acquisition and divestiture-related charges (c) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Impairment and other charges (d) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Segment operating profit/(loss) | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Corporate unallocated expenses | | | | | | | | | | | | | () | |
| Operating profit | | | | | | | | | | | | | | |
| Other pension and retiree medical benefits income | | | | | | | | | | | | | | |
| Net interest expense and other | | | | | | | | | | | | | () | |
| Income before income taxes | | | | | | | | | | | | | $ | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | Segment cost of sales (a) | | | | | | | | | | | | | | | | | | | |
Segment selling, general and administrative expenses (a) | | | | | | | | | | | | | | | | | | | |
Restructuring and impairment charges (b) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
Product recall-related impact (e) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| Segment operating profit | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Corporate unallocated expenses (f) | | | | | | | | | | | | | () | |
| Operating profit | | | | | | | | | | | | | | |
| Other pension and retiree medical benefits income | | | | | | | | | | | | | | |
| Net interest expense and other | | | | | | | | | | | | | () | |
| Income before income taxes | | | | | | | | | | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 24 Weeks Ended 6/14/2025 |
| | PFNA | | PBNA | | IB Franchise | | EMEA | | LatAm Foods | | Asia Pacific Foods | | Total |
| Net revenue | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Segment cost of sales (a) | | | | | | | | | | | | | | | | | | | |
Segment selling, general and administrative expenses (a) | | | | | | | | | | | | | | | | | | | |
Restructuring and impairment charges (b) | | | | | | | | | | | | | | | | | | | |
Acquisition and divestiture-related charges (c) | | | | | | | | | | | | | | | | | | | |
Impairment and other charges (d) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Segment operating profit/(loss) | $ | | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Corporate unallocated expenses | | | | | | | | | | | | | () | |
| Operating profit | | | | | | | | | | | | | | |
| Other pension and retiree medical benefits expense | | | | | | | | | | | | | | |
| Net interest expense and other | | | | | | | | | | | | | () | |
| Income before income taxes | | | | | | | | | | | | | $ | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | Segment cost of sales (a) | | | | | | | | | | | | | | | | | | | |
Segment selling, general and administrative expenses (a) | | | | | | | | | | | | | | | | | | | |
Restructuring and impairment charges (b) | | | | | | | | | | | | | | | | | | | |
Acquisition and divestiture-related charges (c) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Product recall-related impact (e) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| Segment operating profit | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Corporate unallocated expenses (f) | | | | | | | | | | | | | () | |
| Operating profit | | | | | | | | | | | | | | |
| Other pension and retiree medical benefits expense | | | | | | | | | | | | | | |
| Net interest expense and other | | | | | | | | | | | | | () | |
| Income before income taxes | | | | | | | | | | | | | $ | | |
(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 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 and 24 weeks ended June 14, 2025, we recorded pre-tax charges of $ million ($ million after-tax or $ per share), of which $ million is related to the impairment of the Rockstar brand in our PBNA and EMEA segments. The remaining $ million is related to the impairment of the Be & Cheery brand in our Asia Pacific Foods segment. See Note 4 for further information.
(e)In the 12 weeks ended June 15, 2024, we recorded a pre-tax charge of $ million ($ million after-tax or $ per share) associated with a previously announced voluntary recall of certain bars and cereals in our PFNA segment (Quaker Recall) with $ million recorded in cost of sales and $ million recorded in selling, general and administrative expenses. In the 24 weeks ended June 15, 2024, we recorded a pre-tax charge of $ million ($ million after-tax or $ per share) associated with the Quaker Recall, with $ million recorded in cost of sales related to property, plant and equipment write-offs, employee severance costs and other costs and $ million recorded in selling, general and administrative expenses.
(f)In the 12 and 24 weeks ended June 15, 2024, we recorded a pre-tax gain of $ million ($ million after-tax or $ per share) in selling, general and administrative expenses as a result of the sale of a corporate asset.
% | | | % | | | % | | | % | International (b) | | % | | | % | | | % | | | % |
| PepsiCo | | % | | | % | | | % | | | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| 24 Weeks Ended |
| 6/14/2025 | | 6/15/2024 |
| Beverages(a) | | Convenient Foods | | Beverages(a) | | Convenient Foods |
| | | | |
| | | | |
| | | | |
| | | | |
| North America | | % | | | % | | | % | | | % |
International (b) | | % | | | % | | | % | | | % |
| PepsiCo | | % | | | % | | | % | | | % |
(a)Beverage revenue from company-owned bottlers, which includes our consolidated bottling operations in our PBNA and EMEA segments, was % of our consolidated net revenue in the 12 and 24 weeks ended June 14, 2025 and % and % of our consolidated
% and % of EMEA net revenue, respectively, in the 12 weeks ended June 14, 2025, % and % of EMEA net revenue, respectively, in the 24 weeks ended June 14, 2025 and % and % of EMEA net revenue, respectively, in the 12 and 24 weeks ended June 15, 2024. | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | PBNA | | | | | | | | | | | | | | | | | |
| IB Franchise | | | | | | | | | | | | | | | | | |
| EMEA | | | | | | | | | | | | | | | | | |
| LatAm Foods | | | | | | | | | | | | | | | | | |
| Asia Pacific Foods | | | | | | | | | | | | | | | | | |
| Total segment | | | | | | | | | | | | | | | | | |
| Corporate | | | | | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 24 Weeks Ended |
| | Capital Spending(a) | | Amortization of Intangible Assets | | Depreciation and Other Amortization |
| | 6/14/2025 | | 6/15/2024 | | 6/14/2025 | | 6/15/2024 | | 6/14/2025 | | 6/15/2024 |
| PFNA | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| PBNA | | | | | | | | | | | | | | | | | |
| IB Franchise | | | | | | | | | | | | | | | | | |
| EMEA | | | | | | | | | | | | | | | | | |
| LatAm Foods | | | | | | | | | | | | | | | | | |
| Asia Pacific Foods | | | | | | | | | | | | | | | | | |
| Total segment | | | | | | | | | | | | | | | | | |
| Corporate | | | | | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
(a) Asset and other balance sheet information for segments is not provided to our chief operating decision maker.
Note 2 -
Note 3 -
billion, including cash expenditures of approximately $ billion. These pre-tax charges are expected to consist of approximately % of severance and other employee-related costs, % for asset impairments (all non-cash) resulting from plant closures and related actions, and % for other costs associated with the implementation of our initiatives. % | | | % | | | % | | | % | | | % | | | % | | | % | A summary of our 2019 Productivity Plan charges is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| 12 Weeks Ended | | 24 Weeks Ended |
| 6/14/2025 | | 6/15/2024 | | 6/14/2025 | | 6/15/2024 |
| Cost of sales | $ | | | | $ | | | | $ | | | | $ | | |
| Selling, general and administrative expenses | | | | | | | | | | | |
Other pension and retiree medical benefits (income)/expense (a) | () | | | | | | | | | | |
| Total restructuring and impairment charges | $ | | | | $ | | | | $ | | | | $ | | |
| After-tax amount | $ | | | | $ | | | | $ | | | | $ | | |
| Impact on net income attributable to PepsiCo per common share | $ | () | | | $ | () | | | $ | () | | | $ | () | |
| | $ | | | | $ | | | | $ | | | | $ | | | | PBNA | | | | | | | | | | | | | | |
| IB Franchise | | | | | | | | | | | | | | |
| EMEA | | | | | | | | | | | | | | |
| LatAm Foods | | | | | | | | | | | | | | |
| Asia Pacific Foods | | | | | | | | | | | | | | |
| Corporate | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Other pension and retiree medical benefits (income)/expense (a) | () | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
(a)Income amount represents adjustments for changes in estimates of previously recorded amounts.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 12 Weeks Ended | | 24 Weeks Ended | | Plan-to-Date |
| 6/14/2025 | | 6/15/2024 | | 6/14/2025 | | 6/15/2024 | | through 6/14/2025 |
| Severance and other employee costs | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Asset impairments | | | | | | | | | | | | | | |
| Other costs | | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
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.
| | $ | | | | $ | | | | $ | | | 2025 restructuring charges | | | | | | | | | | | |
Cash payments (a) | () | | | | | | () | | | () | |
| Non-cash charges and translation | () | | | () | | | | | | () | |
| Liability as of June 14, 2025 | $ | | | | $ | | | | $ | | | | $ | | |
(a)Excludes cash expenditures of $ million reported in the cash flow statement in pension and retiree medical contributions.
The majority of the restructuring accrual at June 14, 2025 is expected to be paid within a year.
Other Productivity Initiatives
There were 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 related to the impairments of the Rockstar and Be & Cheery brands.
Note 4 -
| | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | Customer relationships (a) | | | | | () | | | | | | | | | () | | | | |
| Brands | | | | | () | | | | | | | | | () | | | | |
| Other identifiable intangibles | | | | | () | | | | | | | | | () | | | | |
| Total | | $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | |
(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.
| | $ | | | | Other indefinite-lived intangible assets | | | |
| Reacquired franchise rights | | | | | |
| Acquired franchise rights | | | | | |
Brands (a) | | | | | |
| Total indefinite-lived intangible assets | $ | | | | $ | | |
(a)Increase is primarily related to acquisitions of poppi and Siete, partially offset by impairments to the Rockstar and Be & Cheery brands. See Note 12 for further information on acquisitions.
During the 12 weeks ended June 14, 2025, recent business performance in conjunction with lower expectations of future business performance compared to projections, as well as certain other market conditions, 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 a quantitative assessment 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 assessment, we recorded pre-tax impairment charges of $ billion ($ billion after-tax or $ per share) in impairment of intangible assets, primarily comprised of the Rockstar brand in our PBNA and EMEA segments. We continuously monitor the performance of all our indefinite-lived intangible assets and will perform our annual impairment assessment during our third quarter; for further information on our policies for indefinite-lived intangible assets, see Note 2 to our consolidated financial statements in our Recast Segment Information.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | Acquisitions (a) | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| Translation and other | | | | | | | | | | | | | | | | | | | | |
Balance as of June 14, 2025 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
(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 -
%. 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 June 14, 2025 did not have a material impact on our financial statements for the 12 and 24 weeks ended June 14, 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 and we continue to assess its impact. We currently 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 expense – liability awards | () | | | | | | () | | | | |
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| 24 Weeks Ended |
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)
| | | | $ | | | | $ | | | | $ | | |
There were impairment charges related to our investments in available-for-sale debt securities in both the 24 weeks ended June 14, 2025 and June 15, 2024. There were unrealized gains of $ million and $ million as of June 14, 2025 and June 15, 2024, respectively, associated with our available-for-sale debt securities.
| | $ | | | | $ | | | | $ | | | Index funds (c) | 1 | | $ | | | | $ | | | | $ | | | | $ | | |
Prepaid forward contracts (d) | 2 | | $ | | | | $ | | | | $ | | | | $ | | |
Deferred compensation (e) | 2 | | $ | | | | $ | | | | $ | | | | $ | | |
Contingent consideration (f) | 3 | | $ | | | | $ | | | | $ | | | | $ | | |
| Derivatives designated as fair value hedging instruments: | | | | |
Interest rate swap contracts (g) | 2 | | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | |
| Derivatives designated as cash flow hedging instruments: | | | | |
Foreign exchange contracts (h) | 2 | | $ | | | | $ | | | | $ | | | | $ | | |
Cross-currency contracts (h) | 2 | | | | | | | | | | | | |
Commodity contracts (i) | 2 | | | | | | | | | | | | |
| | | $ | | | | $ | | | | $ | | | | $ | | |
| Derivatives designated as net investment hedging instruments: | | | | |
Cross-currency contracts (h) | 2 | | $ | | | | $ | | | | $ | | | | $ | | |
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| 24 Weeks Ended |
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))
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| | | | $ | () | | | $ | () | | | $ | | |
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Commodity contracts | | | | () | | | () | | | () | | | | | | () | |
| Total | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 24 Weeks Ended |
| 6/14/2025 | | 6/15/2024 |
| Cost of sales | | Selling, general and administrative expenses | | Total | | Cost of sales | | Selling, general and administrative expenses | | Total |
| Foreign exchange contracts | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Commodity contracts | () | | | () | | | () | | | () | | | () | | | () | |
| Total | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | | |
Note 10 -
| | | | $ | | | | | Net income available for PepsiCo common shareholders | $ | | | | | | | $ | | | | | |
| Dilutive securities: | | | | | | | |
Stock options, RSUs, PSUs and other (b) | | | | | | | | | | | |
| Diluted | $ | | | | | | | $ | | | | | |
Diluted net income attributable to PepsiCo per common share | $ | | | | | | $ | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | 24 Weeks Ended |
| | 6/14/2025 | | 6/15/2024 |
| | Income | | Shares(a) | | Income | | Shares(a) |
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) )| | | | $ | () | |
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) ) ) | | | | $ | () | |
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| | | | | | | | | (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 $ million as of December 30, 2023 and $ million as of March 23, 2024 and $ million as of June 15, 2024.
(c)Currency translation adjustment primarily reflects depreciation of the South African rand, Canadian dollar and Russian ruble.
(d)Currency translation adjustment primarily reflects depreciation of the Egyptian pound.
) | | $ | | | | $ | () | | | $ | | | | Net revenue |
Foreign exchange contracts | | () | | | | | | () | | | | | | Cost of sales |
| Cross-currency contracts | | () | | | | | | () | | | | | | Selling, general and administrative expenses |
| Interest rate swap contracts | | | | | | | | | | | | | | Selling, general and administrative expenses |
| Commodity contracts | | () | | | | | | () | | | | | | Cost of sales |
| Commodity contracts | | | | | | | | | | | | | | Selling, general and administrative expenses |
| Net (gains)/losses before tax | | () | | | | | | () | | | | | | |
Tax amounts | | | | | () | | | | | | () | | | |
| Net (gains)/losses after tax | | $ | () | | | $ | | | | $ | () | | | $ | | | | |
| | | | | | | | | | |
| Pension and retiree medical items: | | | | | | | | | | |
| Amortization of net prior service credits | | $ | () | | | $ | () | | | $ | () | | | $ | () | | | Other pension and retiree medical benefits income |
| Amortization of net losses | | | | | | | | | | | | | | Other pension and retiree medical benefits income |
| Settlement/curtailment (gains)/losses | | () | | | | | | () | | | | | | Other pension and retiree medical benefits income |
| Net losses before tax | | | | | | | | | | | | | | |
Tax amounts | | () | | | () | | | () | | | () | | | |
| Net losses after tax | | $ | | | | $ | | | | $ | | | | $ | | | | |
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(a)Amounts may not sum due to rounding.
(b)Excludes the impact of acquisitions and divestitures. In certain instances, the impact of organic volume change on net revenue performance differs from the unit volume change disclosed in the following segment discussions due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise beverage businesses, temporary timing differences between bottler case sales and concentrate shipments and equivalents (CSE). We report net revenue from our franchise beverage businesses based on CSE. The volume sold by our nonconsolidated joint ventures has no direct impact on our net revenue.
Operating Profit/(Loss), Operating Profit/(Loss) Adjusted for Items Affecting Comparability and Operating Profit/(Loss) Performance Adjusted for Items Affecting Comparability on a Constant Currency Basis
Operating profit/(loss) adjusted for items affecting comparability and operating profit/(loss) performance adjusted for items affecting comparability on a constant currency basis are both non-GAAP financial measures. For a description of and further information regarding these measures, see “Non-GAAP Measures” and “Items Affecting Comparability.”
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| 12 Weeks Ended 6/14/2025 |
| PFNA | | PBNA | | IB Franchise | | EMEA | | LatAm Foods | | Asia Pacific Foods | | Corporate unallocated expenses | | Total |
| Reported, GAAP measure | $ | 1,391 | | | $ | (639) | | | $ | 535 | | | $ | 370 | | | $ | 533 | | | $ | 10 | | | $ | (411) | | | $ | 1,789 | |
Items Affecting Comparability (a) | | | | | | | | | | | | | | | |
| Mark-to-market net impact | — | | | — | | | — | | | — | | | — | | | — | | | (15) | | | (15) | |
| Restructuring and impairment charges | 91 | | | 48 | | | 3 | | | 36 | | | 12 | | | 3 | | | 22 | | | 215 | |
| Acquisition and divestiture-related charges | 6 | | | 56 | | | — | | | — | | | — | | | — | | | — | | | 62 | |
| Impairment and other charges | — | | | 1,529 | | | — | | | 251 | | | — | | | 80 | | | — | | | 1,860 | |
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| Core, non-GAAP measure | 1,488 | | | 994 | | | 538 | | | 657 | | | 545 | | | 93 | | | (404) | | | 3,911 | |
| Impact of foreign exchange translation | 1 | | | 2 | | | 11 | | | (14) | | | 93 | | | (1) | | | — | | | 92 | |
| Core Constant Currency, non-GAAP measure | $ | 1,489 | | | $ | 996 | | | $ | 549 | | | $ | 643 | | | $ | 638 | | | $ | 92 | | | $ | (404) | | | $ | 4,003 | |
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| Reported Operating Profit/Loss % Change, GAAP measure | (17) | % | | (165) | % | | 7 | % | | (36) | % | | — | % | | (90) | % | | 22 | % | | (56) | % |
| Core Operating Profit % Change, non-GAAP measure | (13) | % | | — | % | | 7 | % | | 9 | % | | (1) | % | | (13) | % | | 20 | % | | (5) | % |
| Core Constant Currency Operating Profit % Change, non-GAAP measure | (13) | % | | — | % | | 9 | % | | 6 | % | | 16 | % | | (13) | % | | 20 | % | | (3) | % |
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| 12 Weeks Ended 6/15/2024 |
| PFNA | | PBNA | | IB Franchise | | EMEA | | LatAm Foods | | Asia Pacific Foods | | Corporate unallocated expenses | | Total |
| Reported, GAAP measure | $ | 1,677 | | | $ | 987 | | | $ | 502 | | | $ | 582 | | | $ | 534 | | | $ | 103 | | | $ | (337) | | | $ | 4,048 | |
Items Affecting Comparability (a) | | | | | | | | | | | | | | | |
| Mark-to-market net impact | — | | | — | | | — | | | — | | | — | | | — | | | (8) | | | (8) | |
| Restructuring and impairment charges | 13 | | | 5 | | | — | | | 22 | | | 16 | | | 4 | | | 6 | | | 66 | |
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| Product recall-related impact | 15 | | | — | | | — | | | — | | | — | | | — | | | — | | | 15 | |
| Core, non-GAAP measure | $ | 1,705 | | | $ | 992 | | | $ | 502 | | | $ | 604 | | | $ | 550 | | | $ | 107 | | | $ | (339) | | | $ | 4,121 | |
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| 24 Weeks Ended 6/14/2025 |
| PFNA | | PBNA | | IB Franchise | | EMEA | | LatAm Foods | | Asia Pacific Foods | | Corporate unallocated expenses | | Total |
| Reported, GAAP measure | $ | 2,927 | | | $ | (179) | | | $ | 812 | | | $ | 590 | | | $ | 877 | | | $ | 170 | | | $ | (825) | | | $ | 4,372 | |
Items Affecting Comparability (a) | | | | | | | | | | | | | | | |
| Mark-to-market net impact | — | | | — | | | — | | | — | | | — | | | — | | | (31) | | | (31) | |
| Restructuring and impairment charges | 115 | | | 173 | | | 5 | | | 49 | | | 19 | | | 4 | | | 47 | | | 412 | |
| Acquisition and divestiture-related charges | 21 | | | 66 | | | — | | | — | | | — | | | — | | | — | | | 87 | |
| Impairment and other charges | — | | | 1,529 | | | — | | | 251 | | | — | | | 80 | | | — | | | 1,860 | |
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| Core, non-GAAP measure | 3,063 | | | 1,589 | | | 817 | | | 890 | | | 896 | | | 254 | | | (809) | | | 6,700 | |
| Impact of foreign exchange translation | 6 | | | 4 | | | 23 | | | 14 | | | 159 | | | 3 | | | — | | | 209 | |
| Core Constant Currency, non-GAAP measure | $ | 3,069 | | | $ | 1,593 | | | $ | 840 | | | $ | 904 | | | $ | 1,055 | | | $ | 257 | | | $ | (809) | | | $ | 6,909 | |
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| Reported Operating Profit/Loss % Change, GAAP measure | (8) | % | | (112) | % | | 6 | % | | (26) | % | | (8) | % | | (39) | % | | 17 | % | | (35) | % |
| Core Operating Profit % Change, non-GAAP measure | (10) | % | | 5 | % | | 7 | % | | 6 | % | | (8) | % | | (10) | % | | 13 | % | | (5) | % |
| Core Constant Currency Operating Profit % Change, non-GAAP measure | (10) | % | | 5 | % | | 10 | % | | 8 | % | | 8 | % | | (9) | % | | 13 | % | | (2) | % |
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| 24 Weeks Ended 6/15/2024 |
| PFNA | | PBNA | | IB Franchise | | EMEA | | LatAm Foods | | Asia Pacific Foods | | Corporate unallocated expenses | | Total |
| Reported, GAAP measure | $ | 3,182 | | | $ | 1,497 | | | $ | 763 | | | $ | 796 | | | $ | 956 | | | $ | 278 | | | $ | (707) | | | $ | 6,765 | |
Items Affecting Comparability (a) | | | | | | | | | | | | | | | |
| Mark-to-market net impact | — | | | — | | | — | | | — | | | — | | | — | | | (44) | | | (44) | |
| Restructuring and impairment charges | 39 | | | 15 | | | — | | | 40 | | | 21 | | | 4 | | | 36 | | | 155 | |
| Acquisition and divestiture-related charges | — | | | 2 | | | — | | | — | | | — | | | — | | | — | | | 2 | |
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| | — | | | 43 | | | — | | | 139 | |
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| | 2 | | | — | | | — | | | 2 | |
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| 7,060 | | | $ | 131 | | | $ | 1,370 | | | $ | 21 | | | $ | 5,364 | |
(a)Provision for income taxes is the expected tax charge/benefit on the underlying item based on the tax laws and income tax rates applicable to the underlying item in its corresponding tax jurisdiction.
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| | 12 Weeks Ended | | 24 Weeks Ended | |
| 6/14/2025 | | 6/15/2024 | | Change | | 6/14/2025 | | 6/15/2024 | | Change | |
| Net income attributable to PepsiCo per common share – diluted, GAAP measure | $ | 0.92 | | | $ | 2.23 | | | (59) | % | | $ | 2.25 | | | $ | 3.71 | | | (39) | % | |
Mark-to-market net impact | (0.01) | | | — | | | | | (0.02) | | | (0.02) | | | | |
| Restructuring and impairment charges | 0.12 | | | 0.04 | | | | | 0.26 | | | 0.09 | | | | |
| Acquisition and divestiture-related charges | 0.03 | | | — | | | | | 0.05 | | | — | | | | |
| Impairment and other charges | 1.05 | | | — | | | | | 1.05 | | | — | | | | |
| Product recall-related impact | — | | | 0.01 | | | | | — | | | 0.10 | | | | |
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| Pension and retiree medical-related impact | — | | | — | | | | | — | | | — | | | | |
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(a)Increase/(Decrease) in billions.
(b)Primarily reflects improved operating performance.
(c)Primarily reflects seasonal buildup across most segments.
(d)See Notes 4 and 12 to our condensed consolidated financial statements for further information.
(e)See Note 8 to our condensed consolidated financial statements for further information.
(f)Primarily reflects a reclass of the transition tax liability to current.
Total Equity
See the equity statement and Notes 9 and 11 to our condensed consolidated financial statements.
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 June 14, 2025, the related Condensed Consolidated Statements of Income, Comprehensive Income, and Equity for the twelve and twenty-four weeks ended June 14, 2025 and June 15, 2024, the related Condensed Consolidated Statement of Cash Flows for the twenty-four weeks ended June 14, 2025 and June 15, 2024, 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 28, 2024, 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 3, 2025, except for the change in the composition of reportable segments and the related impacts discussed in Notes 1, 3, 4, 9, and 13, as to which the date is July 16, 2025, 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 28, 2024 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
July 16, 2025
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” in our 2024 Form 10-K and “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 Recast Segment Information.
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 June 14, 2025, 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 June 14, 2025, 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 June 14, 2025 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.
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 2024 Form 10-K and Part II, “Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarter ended March 22, 2025.
As previously disclosed, on October 29, 2024, County Counsel for the County of Los Angeles, on behalf of the people of the State of California, filed a lawsuit against PepsiCo, Inc., Pepsi Bottling Ventures LLC, and two other unrelated parties asserting claims for public nuisance and deceptive acts or practices in the conduct of business allegedly resulting in plastic pollution in Los Angeles (the Los Angeles Matter). On May 21, 2025, Pepsi Bottling Ventures LLC was dismissed from the suit. Please refer to Part II, “Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarter ended March 22, 2025 for additional information.
On April 11, 2025, the Commissioner of the Department of Licensing and Consumer Affairs and Government of the United States Virgin Islands filed a lawsuit against PepsiCo, Inc., PepsiCo Caribbean, Inc., and two other unrelated parties asserting claims for public nuisance and deceptive acts or practices in the conduct of business allegedly resulting in plastic pollution in the Virgin Islands (the USVI Matter). The lawsuit was initially filed in the Superior Court of the United States Virgin Islands, Division of St. Croix. On May 19, 2025, the defendants removed the case to federal court in the United States District Court of the Virgin Islands, Division of St. Croix. On June 18, 2025, the Government of the United States Virgin Islands filed a motion to remand the case back to the Superior Court. That motion is pending. The lawsuit does not specify the amount of damages sought and we believe we have strong defenses to each of these claims.
In addition, we and our subsidiaries are party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations. While the results of the Baltimore Matter and the NYS Matter (each, as defined in our 2024 Form 10-K), the Los Angeles Matter, the USVI Matter and each such other litigation, claim, legal or regulatory proceeding, inquiry and investigation 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. See also “Item 1. Business – Regulatory Matters” and “Item 1A. Risk Factors” in our 2024 Form 10-K.
ITEM 1A. Risk Factors.
There have been no material changes with respect to the risk factors disclosed in our 2024 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 June 14, 2025 is set forth in the table below.
Issuer Purchases of Common Stock
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| 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 | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs |
| 3/22/2025 | | | | | | | | $ | 6,305 | |
| 3/23/2025 - 4/19/2025 | | 0.8 | | | $ | 145.89 | | | 0.8 | | | (116) | |
| | | | | | | | 6,189 | |
| 4/20/2025 - 5/17/2025 | | 0.5 | | | $ | 132.56 | | | 0.5 | | | (69) | |
| | | | | | | | 6,120 | |
| 5/18/2025 - 6/14/2025 | | 0.9 | | | $ | 130.66 | | | 0.9 | | | (117) | |
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| Total | | 2.2 | | | $ | 136.60 | | | 2.2 | | | $ | 6,003 | |
(a)All shares were repurchased in open market transactions pursuant to the $10 billion repurchase program authorized by our Board 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 June 14, 2025, none of our directors or executive officers , modified or 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.
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See “Index to Exhibits” on page 50. |
INDEX TO EXHIBITS
ITEM 6
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| EXHIBIT | |
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| 364-Day Credit Agreement, dated as of May 23, 2025, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated by reference to Exhibit 99.1 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2025. |
| Five-Year Credit Agreement, dated as of May 23, 2025, among PepsiCo, as borrower, the lenders named therein, and Citibank, N.A., as administrative agent, which is incorporated by reference to Exhibit 99.2 to PepsiCo, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2025. |
| Exhibit 101 | The following materials from PepsiCo, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 14, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Statement of Cash Flows, (iv) the Condensed Consolidated Balance Sheet, (v) the Condensed Consolidated Statement of Equity, and (vi) Notes to the Condensed Consolidated Financial Statements. |
| Exhibit 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 14, 2025, formatted in iXBRL and contained in Exhibit 101. |
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.
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| | PepsiCo, Inc. | |
| | (Registrant) | |
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| Date: | July 16, 2025 | /s/ Christine E. Tammara | |
| | Christine E. Tammara | |
| | Senior Vice President and Controller | |
| | (Principal Accounting Officer) | |
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| Date: | July 16, 2025 | /s/ David Flavell | |
| | David Flavell | |
| | Executive Vice President, General Counsel and Corporate Secretary | |
| | (Duly Authorized Officer) | |
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