8-K
PEPSICO INC (PEP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2025
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
| North Carolina | 1-1183 | 13-1584302 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
700 Anderson Hill Road, Purchase, New York 10577
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (914) 253-2000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value 1-2/3 cents per share | PEP | The Nasdaq Stock Market LLC |
| 2.625% Senior Notes Due 2026 | PEP26 | The Nasdaq Stock Market LLC |
| 0.750% Senior Notes Due 2027 | PEP27 | The Nasdaq Stock Market LLC |
| 0.875% Senior Notes Due 2028 | PEP28 | The Nasdaq Stock Market LLC |
| 0.500% Senior Notes Due 2028 | PEP28A | The Nasdaq Stock Market LLC |
| 3.200% Senior Notes Due 2029 | PEP29 | The Nasdaq Stock Market LLC |
| 1.125% Senior Notes Due 2031 | PEP31 | The Nasdaq Stock Market LLC |
| 0.400% Senior Notes Due 2032 | PEP32 | The Nasdaq Stock Market LLC |
| 0.750% Senior Notes Due 2033 | PEP33 | The Nasdaq Stock Market LLC |
| 3.550% Senior Notes Due 2034 | PEP34 | The Nasdaq Stock Market LLC |
| 3.450% Senior Notes Due 2037 | PEP37 | The Nasdaq Stock Market LLC |
| 0.875% Senior Notes Due 2039 | PEP39 | The Nasdaq Stock Market LLC |
| 1.050% Senior Notes Due 2050 | PEP50 | The Nasdaq Stock Market LLC |
| 4.050% Senior Notes Due 2055 | PEP55 | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Attached as Exhibit 99.1 and incorporated by reference into this Item 2.02 is a copy of the press release issued by PepsiCo, Inc. (“PepsiCo”), dated October 9, 2025, reporting PepsiCo’s financial results for the 12 and 36 weeks ended September 6, 2025.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2025, the Board of Directors (the “Board”) of PepsiCo appointed Stephen (“Steve”) Schmitt, 52, as PepsiCo’s Executive Vice President and Chief Financial Officer, effective November 10, 2025 (the “Effective Date”).
Mr. Schmitt has served as Executive Vice President and Chief Financial Officer for Walmart U.S. since 2021, overseeing the finance function for Walmart’s multi-billion-dollar omni-channel U.S. organization and leading the core financial activities of Walmart’s largest business unit. Mr. Schmitt served as Executive Vice President and Chief Financial Officer for Walmart U.S. Omni-Channel during 2021, Senior Vice President and Chief Financial Officer for Walmart U.S. eCommerce from 2019 to 2020 and as Senior Vice President and Chief Financial Officer for Sam’s Club from 2018 to 2019. Prior to that, Mr. Schmitt served in investor relations after joining Walmart in 2016. Prior to joining Walmart, Mr. Schmitt held a variety of roles at Yum! Brands from 2006 to 2016, where he developed expertise in quick service restaurants and the away-from-home business and evaluated long-term strategies, including strategic opportunities to support growth.
Mr. Schmitt has no family relationships with any director or executive officer of PepsiCo, and there are no arrangements or understandings with any person pursuant to which he was selected as an officer of PepsiCo. There are no related person transactions between Mr. Schmitt and PepsiCo that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
In connection with the appointment of Mr. Schmitt, the Compensation Committee of the Board set Mr. Schmitt’s annual base salary at $900,000 with an annual incentive target of 150% of base salary. Mr. Schmitt’s annual incentive award payout will not be prorated for the fiscal year ending December 27, 2025 and will be determined by achievement of PepsiCo’s pre-established performance goals. Mr. Schmitt will receive a sign-on bonus of which $2,000,000 will be paid immediately and $1,500,000 will be paid on the first anniversary of the Effective Date, in each case subject to clawback if he resigns or his employment is terminated by PepsiCo for cause within 24 months after the Effective Date. Mr. Schmitt will also be eligible to participate in PepsiCo’s long-term incentive program and is expected to receive a March 1, 2026 award with a target grant date value of $5,000,000. Following commencement of employment, Mr. Schmitt will receive a special one-time restricted stock unit (“RSU”) grant with a target grant date value of $7,000,000, vesting 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, contingent on his continued employment through the applicable vesting date. In the event PepsiCo terminates him without cause, Mr. Schmitt would be entitled to full payment of any unpaid portion of the sign-on bonus and to vest in any unvested portion of the RSU grant. The RSU grant, which is the only equity grant being made to Mr. Schmitt in connection with the commencement of his employment, is being made to offset compensation that was forfeited in connection with Mr. Schmitt’s departure from his prior employer.
Upon the Effective Date, Mr. Schmitt will succeed Jamie Caulfield, Executive Vice President and Chief Financial Officer, as PepsiCo’s principal financial officer. Mr. Caulfield will retire from PepsiCo at the end of the transition arrangement described below.
Mr. Caulfield and PepsiCo have entered into a transition agreement pursuant to which Mr. Caulfield will continue to perform services for PepsiCo through May 15, 2026. During the transition period, Mr. Caulfield will continue to receive his current base salary, and will continue to be eligible to participate in PepsiCo’s annual and long-term incentive programs and certain retirement and health and welfare plans. The transition agreement also includes customary confidentiality, non-competition, non-disparagement and non-solicitation provisions and a general release of any potential claims against PepsiCo.
On October 3, 2025, Darren Walker notified PepsiCo of his intent to retire from the Board, effective November 19, 2025. Mr. Walker’s decision to retire was not the result of any disagreement with PepsiCo on any matter relating to PepsiCo’s operations, policies or practices and was based on his desire to pursue other professional opportunities given that his tenure as president of the Ford Foundation comes to an end this year. PepsiCo wishes to express its sincere gratitude to Mr. Walker for his years of dedicated service on the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by PepsiCo, Inc., dated October 9, 2025. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 hereunto duly authorized.
| PEPSICO, INC. | |||
|---|---|---|---|
| Date: | October 8, 2025 | By: | /s/ David Flavell |
| Name: | David Flavell | ||
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
Document
Exhibit 99.1
PepsiCo Reports Third-Quarter 2025 Results; Affirms 2025 Financial Guidance and Updates Expected Foreign Exchange Impact
Reported (GAAP) Third-Quarter 2025 Results
| Third-Quarter | Year-to-Date | |
|---|---|---|
| Net revenue performance | 2.6% | 0.8% |
| Foreign exchange impact on net revenue | 0.5% | (1)% |
| Earnings per share (EPS) | $1.90 | $4.15 |
| EPS change | (11)% | (29)% |
| Foreign exchange impact on EPS | 1% | (2)% |
Organic/Core (non-GAAP)1 Third-Quarter 2025 Results
| Third-Quarter | Year-to-Date | |
|---|---|---|
| Organic revenue performance | 1.3% | 1.5% |
| Core EPS | $2.29 | $5.88 |
| Core constant currency EPS change | (2)% | (3.5)% |
PURCHASE, N.Y. - October 9, 2025 - PepsiCo, Inc. (NASDAQ: PEP) today reported results for the third quarter 2025.
“Our reported net revenue growth accelerated and reflects the resilience of our international business, improved momentum within North America Beverages and the benefits of our portfolio reshaping actions,” said Chairman and CEO Ramon Laguarta.
Laguarta continued, “As we look ahead to the balance of this year and beyond, our top priorities are to accelerate growth and aggressively optimize our cost structure. To accomplish this, we are introducing a strong pipeline of innovation to accelerate portfolio transformation, continuously sharpening our price pack architecture to provide good value to consumers, and right sizing our entire cost base to help fund our activities. As a result, for fiscal 2025, we continue to expect to deliver low-single-digit organic revenue growth with core constant currency EPS to be approximately even with the prior year. Our full year core USD EPS outlook has improved due to a more favorable outlook on foreign exchange translation rates for the balance of this year.”
1 Please refer to the Glossary for the definitions of non-GAAP financial measures, including “Organic revenue performance,” “Core” and “Constant currency,” and to “Guidance and Outlook” for additional information regarding PepsiCo’s full-year 2025 financial guidance. PepsiCo provides guidance on a non-GAAP basis as we cannot predict certain elements which are included in reported GAAP results, including the impact of foreign exchange and commodity mark-to-market net impacts. Please refer to PepsiCo’s Quarterly Report on Form 10-Q for the 12 and 36 weeks ended September 6, 2025 (Q3 2025 Form 10-Q) filed with the Securities and Exchange Commission (SEC) for additional information regarding PepsiCo’s financial results.
Summary Third-Quarter 2025 Performance
| Revenue | Volume(a) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP Reported<br>% Change | Percentage Point Impact | Organic <br>% Change | % Change | |||||||||||||||
| Foreign Exchange Translation | Acquisitions and Divestitures | Convenient Foods | Beverages | |||||||||||||||
| PepsiCo Foods North America (PFNA) | — | — | (2.5) | (3) | (4) | |||||||||||||
| PepsiCo Beverages North America (PBNA) | 2 | — | — | 2 | (3) | |||||||||||||
| International Beverages Franchise (IB Franchise) | — | (1) | — | (1) | (1) | |||||||||||||
| Europe, Middle East and Africa (EMEA) | 9 | (4) | — | 5.5 | (1) | 1.5 | ||||||||||||
| Latin America Foods (LatAm Foods) | 2 | 2 | — | 4 | — | |||||||||||||
| Asia Pacific Foods | 2 | — | (1) | 1 | 3 | |||||||||||||
| Total | 3 | (0.5) | (1) | 1 | (1) | (1) | Operating Profit and EPS | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| GAAP Reported % Change | Percentage Point Impact | Core Constant Currency <br>% Change | ||||||||||||||||
| Items Affecting Comparability | Foreign Exchange Translation | |||||||||||||||||
| PFNA | (5) | 2 | — | (3.5) | ||||||||||||||
| PBNA | (20) | 13 | — | (7) | ||||||||||||||
| IB Franchise | (5) | 13 | (1) | 7 | ||||||||||||||
| EMEA | 1 | 6 | (4) | 3 | ||||||||||||||
| LatAm Foods | (12) | 18 | 2 | 9 | ||||||||||||||
| Asia Pacific Foods | 16 | 3 | (1) | 18 | ||||||||||||||
| Corporate unallocated expenses | (3.5) | 19 | — | 16 | ||||||||||||||
| Total | (8) | 7 | (1) | (1.5) | ||||||||||||||
| EPS | (11) | 10 | (1) | (2) |
(a)Excludes the impact of acquisitions and divestitures. In certain instances, the volume change shown here differs from the impact of organic volume change on net revenue performance disclosed in the Organic Revenue Performance table on page A-7, due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise beverage businesses, temporary timing differences between bottler case sales (BCS) 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.
Note: Amounts may not sum due to rounding.
Organic revenue and core constant currency results are non-GAAP financial measures. Please refer to the reconciliation of GAAP and non-GAAP information in the attached exhibits and to the Glossary for definitions of “Organic revenue performance,” “Core” and “Constant currency.”
Summary Year-to-Date 2025 Performance
| Revenue | Volume(a) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP Reported <br>% Change | Percentage Point Impact | Organic <br>% Change | % Change | |||||||||||||||
| Foreign Exchange Translation | Acquisitions and Divestitures | Convenient Foods | Beverages | |||||||||||||||
| PFNA | — | — | (2) | (2) | (2) | |||||||||||||
| PBNA | 1 | — | — | 1 | (3) | |||||||||||||
| IB Franchise | 2 | 1 | — | 3 | 1 | |||||||||||||
| EMEA | 6 | — | — | 6 | (5) | — | ||||||||||||
| LatAm Foods | (5) | 10 | — | 4 | 1 | |||||||||||||
| Asia Pacific Foods | — | 1 | (1) | — | 4 | |||||||||||||
| Total | 1 | 1 | (0.5) | 1.5 | (2) | — | Operating Profit and EPS | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| GAAP Reported <br>% Change | Percentage Point Impact | Core Constant Currency <br>% Change | ||||||||||||||||
| Items Affecting Comparability | Foreign Exchange Translation | |||||||||||||||||
| PFNA | (7) | (1) | — | (8) | ||||||||||||||
| PBNA | (77) | 77 | — | — | ||||||||||||||
| IB Franchise | 2 | 5 | 2 | 9 | ||||||||||||||
| EMEA | (13) | 20 | (1) | 5.5 | ||||||||||||||
| LatAm Foods | (9) | 6 | 12 | 8 | ||||||||||||||
| Asia Pacific Foods | (21) | 21 | — | — | ||||||||||||||
| Corporate unallocated expenses | 9 | 5 | — | 14 | ||||||||||||||
| Total | (25) | 22 | 2 | (2) | ||||||||||||||
| EPS | (29) | 24 | 2 | (3.5) |
(a)Excludes the impact of acquisitions and divestitures. In certain instances, the volume change shown here differs from the impact of organic volume on net revenue performance disclosed in the Organic Revenue Performance tables on page A-7, due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise beverage businesses, temporary timing differences between BCS and 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.
Note: Amounts may not sum due to rounding.
Organic revenue and core constant currency results are non-GAAP financial measures. Please refer to the reconciliation of GAAP and non-GAAP information in the attached exhibits and to the Glossary for definitions of “Organic revenue performance,” “Core” and “Constant currency.”
Guidance and Outlook
The Company provides guidance on a non-GAAP basis as we cannot predict certain elements which are included in reported GAAP results, including the impact of foreign exchange translation and commodity mark-to-market net impacts.
For 2025, the Company continues to expect:
•A low-single-digit increase in organic revenue;
•Core constant currency EPS to be approximately even with the prior year;
•A core annual effective tax rate of approximately 20 percent; and
•Total cash returns to shareholders of approximately $8.6 billion, comprised of dividends of $7.6 billion and share repurchases of $1.0 billion.
The Company now expects foreign exchange translation headwind of approximately 0.5 percentage points to negatively impact reported net revenue and core EPS growth (previously an approximate 1.5-percentage-point headwind), based on current market consensus rates.
This assumption and the guidance above implies a 0.5 percent decline in core EPS in 2025 (previously a 1.5 percent decline in core EPS) compared to 2024 core EPS of $8.16.
Prepared Management Remarks and Live Question and Answer Webcast
At approximately 6:30 a.m. (Eastern time) on October 9, 2025, the Company will post prepared management remarks (in pdf format) of its third quarter 2025 results and business update, including its outlook for 2025, at https://www.pepsico.com/investors. At 8:15 a.m. (Eastern time) on October 9, 2025, the Company will host a live question and answer session with investors and financial analysts. Further details will be accessible on the Company’s website at https://www.pepsico.com/investors.
| Contacts: | Investor Relations | Communications |
|---|---|---|
| investor@pepsico.com | pepsicomediarelations@pepsico.com |
PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Income
(in millions, except per share amounts, unaudited)
| 12 Weeks Ended | 36 Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| 9/6/2025 | 9/7/2024 | 9/6/2025 | 9/7/2024 | |||||
| Net Revenue | $ | 23,937 | $ | 23,319 | $ | 64,582 | $ | 64,070 |
| Cost of sales | 11,113 | 10,396 | 29,343 | 28,563 | ||||
| Gross profit | 12,824 | 12,923 | 35,239 | 35,507 | ||||
| Selling, general and administrative expenses | 9,122 | 9,027 | 25,305 | 24,846 | ||||
| Impairment of intangible assets (a) | 133 | 24 | 1,993 | 24 | ||||
| Operating Profit | 3,569 | 3,872 | 7,941 | 10,637 | ||||
| Other pension and retiree medical benefits income | 26 | 41 | 91 | 155 | ||||
| Net interest expense and other | (264) | (219) | (788) | (655) | ||||
| Income before income taxes | 3,331 | 3,694 | 7,244 | 10,137 | ||||
| Provision for income taxes | 713 | 749 | 1,504 | 2,045 | ||||
| Net income | 2,618 | 2,945 | 5,740 | 8,092 | ||||
| Less: Net income attributable to noncontrolling interests | 15 | 15 | 40 | 37 | ||||
| Net Income Attributable to PepsiCo | $ | 2,603 | $ | 2,930 | $ | 5,700 | $ | 8,055 |
| Diluted | ||||||||
| Net income attributable to PepsiCo per common share | $ | 1.90 | $ | 2.13 | $ | 4.15 | $ | 5.84 |
| Weighted-average common shares outstanding | 1,372 | 1,378 | 1,373 | 1,379 |
(a)For the 12 and 36 weeks ended September 6, 2025, we recognized charges primarily related to the impairment of our Rockstar brand.
A - 1
PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(in millions, unaudited)
| 36 Weeks Ended | ||||
|---|---|---|---|---|
| 9/6/2025 | 9/7/2024 | |||
| Operating Activities | ||||
| Net income | $ | 5,740 | $ | 8,092 |
| Depreciation and amortization | 2,315 | 2,118 | ||
| Impairment and other charges | 1,960 | 10 | ||
| Product recall-related impact | — | 184 | ||
| Cash payments for product recall-related impact | (5) | (138) | ||
| Operating lease right-of-use asset amortization | 489 | 438 | ||
| Share-based compensation expense | 207 | 260 | ||
| Restructuring and impairment charges | 567 | 415 | ||
| Cash payments for restructuring charges | (554) | (284) | ||
| Acquisition and divestiture-related charges | 308 | 7 | ||
| Cash payments for acquisition and divestiture-related charges | (80) | (4) | ||
| Pension and retiree medical plan expenses | 164 | 114 | ||
| Pension and retiree medical plan contributions | (400) | (300) | ||
| Deferred income taxes and other tax charges and credits | 30 | 124 | ||
| Tax payments related to the Tax Cuts and Jobs 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 payable | 6 | 426 | ||
| Other, net | (441) | (138) | ||
| Net Cash Provided by Operating Activities | 5,468 | 6,220 | ||
| Investing Activities | ||||
| Capital spending | (2,499) | (2,850) | ||
| Sales of property, plant and equipment | 272 | 177 | ||
| 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 assets | 5 | 145 | ||
| Short-term investments, by original maturity: | ||||
| More than three months - purchases | (190) | (425) | ||
| More than three months - maturities | 425 | — | ||
| Three months or less, net | 43 | 4 | ||
| Other investing, net | (117) | 15 | ||
| Net Cash Used for Investing Activities | (5,237) | (2,965) |
(Continued on following page)
A - 2
PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows (continued)
(in millions, unaudited)
| 36 Weeks Ended | ||||
|---|---|---|---|---|
| 9/6/2025 | 9/7/2024 | |||
| 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 - proceeds | 5,528 | 3,808 | ||
| More than three months - payments | (5,417) | (4,177) | ||
| Three months or less, net | 445 | 101 | ||
| Cash dividends paid | (5,692) | (5,369) | ||
| Share repurchases | (752) | (760) | ||
| Proceeds from exercises of stock options | 76 | 138 | ||
| Withholding tax payments on restricted stock units and performance stock units 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 cash | 395 | (391) | ||
| Net Decrease in Cash and Cash Equivalents and Restricted Cash | (382) | (2,418) | ||
| Cash and Cash Equivalents and Restricted Cash, Beginning of Year | 8,553 | 9,761 | ||
| 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 | $ | 554 | $ | — |
A - 3
PepsiCo, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
(in millions, except per share amounts)
| (unaudited) | ||||
|---|---|---|---|---|
| 9/6/2025 | 12/28/2024 | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | 8,126 | $ | 8,505 |
| Short-term investments | 535 | 761 | ||
| Accounts and notes receivable, net | 12,634 | 10,333 | ||
| Inventories: | ||||
| Raw materials and packaging | 2,805 | 2,440 | ||
| Work-in-process | 154 | 104 | ||
| Finished goods | 3,134 | 2,762 | ||
| 6,093 | 5,306 | |||
| Prepaid expenses and other current assets | 1,334 | 921 | ||
| Total Current Assets | 28,722 | 25,826 | ||
| Property, Plant and Equipment, net | 29,053 | 28,008 | ||
| Amortizable Intangible Assets, net | 1,241 | 1,102 | ||
| Goodwill | 18,845 | 17,534 | ||
| Other Indefinite-Lived Intangible Assets | 13,611 | 13,699 | ||
| Investments in Noncontrolled Affiliates | 2,084 | 1,985 | ||
| Deferred Income Taxes | 4,341 | 4,362 | ||
| Other Assets | 8,661 | 6,951 | ||
| Total Assets | $ | 106,558 | $ | 99,467 |
| LIABILITIES AND EQUITY | ||||
| Current Liabilities | ||||
| Short-term debt obligations | $ | 6,736 | $ | 7,082 |
| Accounts payable and other current liabilities | 24,763 | 24,454 | ||
| Total Current Liabilities | 31,499 | 31,536 | ||
| Long-Term Debt Obligations | 44,113 | 37,224 | ||
| Deferred Income Taxes | 3,474 | 3,484 | ||
| Other Liabilities | 7,929 | 9,052 | ||
| Total Liabilities | 87,015 | 81,296 | ||
| 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) | 23 | 23 | ||
| Capital in excess of par value | 4,374 | 4,385 | ||
| Retained earnings | 72,197 | 72,266 | ||
| 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’ Equity | 19,388 | 18,041 | ||
| Noncontrolling interests | 155 | 130 | ||
| Total Equity | 19,543 | 18,171 | ||
| Total Liabilities and Equity | $ | 106,558 | $ | 99,467 |
A - 4
Non-GAAP Measures
In discussing financial results and guidance, the Company refers to the following measures which are not in accordance with U.S. Generally Accepted Accounting Principles (GAAP): organic revenue performance, core results and core constant currency results. We use non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance and as a factor in determining compensation for certain employees. We believe presenting non-GAAP financial measures provides additional information to facilitate comparison of our historical operating results and trends in our underlying operating results and provides additional transparency on how we evaluate our business. We also believe presenting these measures allows investors to view our performance using the same measures that we use in evaluating our financial and business performance and trends.
We consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of our ongoing financial and business performance or trends. Examples of items for which we may make adjustments include: amounts related to mark-to-market gains or losses (non-cash); charges related to restructuring plans; charges associated with acquisitions and divestitures; gains associated with divestitures; asset impairment charges (non-cash); product recall-related impact; pension and retiree medical-related amounts, including all settlement and curtailment gains and losses; charges or adjustments related to the enactment of new laws, rules or regulations, such as tax law changes; amounts related to the resolution of tax positions; tax benefits related to reorganizations of our operations; debt redemptions, cash tender or exchange offers; and remeasurements of net monetary assets. See below for a description of adjustments to our GAAP financial measures included herein.
Non-GAAP information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, our non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.
Glossary
We use the following definitions when referring to our non-GAAP financial measures, which may not be the same as or comparable to similar measures presented by other companies:
Acquisitions and divestitures: mergers and acquisition activity, as well as divestitures and other structural changes, including changes in ownership or control in consolidated subsidiaries and nonconsolidated equity investees.
Bottler case sales (BCS): Measure of physical beverage volume shipped to retailers and independent distributors from both PepsiCo and our independent bottlers.
Concentrate shipments and equivalents (CSE): Measure of our physical beverage volume shipments to independent bottlers.
Constant currency: Financial results assuming constant foreign currency exchange rates used for translation based on the rates in effect for the comparable prior-year period. In order to compute our constant currency results, we multiply or divide, as appropriate, our current-year U.S. dollar results by the current-year average foreign exchange rates and then multiply or divide, as appropriate, those amounts by the prior-year average foreign exchange rates. Beginning with our first quarter of 2025, on a prospective basis, we are also applying the constant currency calculation for our subsidiaries operating in highly inflationary economies.
Core: Core results are non-GAAP financial measures which exclude certain items from our financial results. For further information regarding these excluded items, refer to “Items Affecting Comparability” in “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Q3 2025 Form 10-Q and in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.2 to our separate Current Report on Form 8-K dated July 17, 2025, in which we recast historical segment reporting to reflect our current organizational structure. For the periods presented, core results exclude the following items:
Mark-to-market net impact
Mark-to-market net gains and losses on commodity derivatives in corporate unallocated expenses. These gains and losses are subsequently reflected in segment results when the segments recognize the cost of the underlying commodity in operating profit.
Restructuring and impairment charges
Expenses related to the multi-year productivity plan publicly announced in 2019 (2019 Productivity Plan), which was expanded and extended through the end of 2030 to take advantage of additional opportunities within the initiatives of the plan.
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 - 5
Impairment and other charges
We recognized impairment charges as a result of our quantitative assessments of certain of our indefinite-lived intangible assets, primarily related to the Rockstar and Be & Cheery brands. In addition, we recognized charges related to the impairment of our investment in Tropicana Brands Group (TBG) and recorded allowance for expected credit losses related to outstanding receivables from TBG associated with the sale of Tropicana, Naked and other select juice brands.
Indirect and income tax impact
We recognized additional expenses related to an indirect and income tax audit settlement in our LatAm Foods segment and in 2024, an indirect tax reserve in our IB Franchise segment.
Product recall-related impact
We recognized property, plant and equipment and inventory write-offs, employee severance costs, product returns, customer and consumer-related costs and other costs in our PFNA segment associated with a previously announced voluntary recall of certain bars and cereals.
Pension and retiree medical-related impact
Pension and retiree medical-related impact primarily includes settlement charges due to lump sum distributions to retired or terminated employees and the purchase of a group annuity contract whereby a third-party insurance company assumed the obligation to pay and administer future benefit payments for certain retirees. The settlement charge was triggered when the aggregate of the cumulative lump sum distributions and the annuity contract premium exceeded the total annual service and interest costs. Pension and retiree medical-related impact also includes curtailment gains and losses due to restructuring actions as part of our 2019 Productivity Plan.
Effective net pricing: Reflects the year-over-year impact of discrete pricing actions, sales incentive activities and mix resulting from selling varying products in different package sizes and in different countries.
Organic revenue performance: A measure that adjusts for the impacts of foreign exchange translation (on a constant currency basis, as defined above), acquisitions and divestitures, and every five or six years, the impact of an additional week of results. Beginning with our first quarter of 2025, on a prospective basis, we are also applying the constant currency calculation for our subsidiaries operating in highly inflationary economies. We believe organic revenue performance provides useful information in evaluating the results of our business because it adjusts for items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior year.
2025 guidance
Our 2025 organic revenue performance guidance adjusts for the impacts of foreign exchange translation (on a constant currency basis, as defined above) and acquisitions and divestitures. Our 2025 core effective tax rate guidance and our 2025 core constant currency EPS growth guidance exclude the mark-to-market net impact included in corporate unallocated expenses, restructuring and impairment charges and other items noted above. Our 2025 core constant currency EPS growth guidance also excludes the impact of foreign exchange translation. We are unable to reconcile our full year projected 2025 organic revenue growth to our full year projected 2025 reported net revenue growth because we are unable to predict the 2025 impact of foreign exchange due to the unpredictability of future changes in foreign exchange rates and because we are unable to predict the occurrence or impact of any acquisitions, divestitures or other structural changes. We are also not able to reconcile our full year projected 2025 core effective tax rate to our full year projected 2025 reported effective tax rate and our full year projected 2025 core constant currency EPS growth to our full year projected 2025 reported EPS growth because we are unable to predict the 2025 impact of foreign exchange or the mark-to-market net impact on commodity derivatives due to the unpredictability of future changes in foreign exchange rates and commodity prices. Therefore, we are unable to provide a reconciliation of these measures.
A - 6
PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information
Organic Revenue Performance
12 and 36 Weeks Ended September 6, 2025
(dollars in millions, unaudited)
| 12 Weeks Ended 9/6/2025 | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PFNA | PBNA | IB Franchise | EMEA | LatAm Foods | Asia Pacific Foods | Total | ||||||||||||||||||||||||
| Reported Net Revenue, GAAP measure | $ | 6,526 | $ | 7,327 | $ | 1,291 | $ | 5,022 | $ | 2,656 | $ | 1,115 | $ | 23,937 | ||||||||||||||||
| Impact of foreign exchange translation (a) | 2 | 2 | (11) | (169) | 54 | (3) | (125) | |||||||||||||||||||||||
| Impact of acquisitions and structural changes | (162) | (24) | (2) | 11 | — | (8) | (185) | |||||||||||||||||||||||
| Organic Revenue, non-GAAP measure (b) | $ | 6,366 | $ | 7,305 | $ | 1,278 | $ | 4,864 | $ | 2,710 | $ | 1,104 | $ | 23,627 | ||||||||||||||||
| Prior Year Reported Net Revenue, GAAP measure | $ | 6,536 | $ | 7,175 | $ | 1,290 | $ | 4,612 | $ | 2,615 | $ | 1,091 | $ | 23,319 | ||||||||||||||||
| Reported Net Revenue % Change, GAAP measure | — | 2 | — | 9 | 2 | 2 | 3 | |||||||||||||||||||||||
| Impact of foreign exchange translation | — | — | (1) | (4) | 2 | — | (0.5) | |||||||||||||||||||||||
| Impact of acquisitions and divestitures | (2.5) | — | — | — | — | (1) | (1) | |||||||||||||||||||||||
| Organic Revenue % Change, non-GAAP measure (c) | (3) | 2 | (1) | 5.5 | 4 | 1 | 1 | |||||||||||||||||||||||
| Impact on % Change of: | ||||||||||||||||||||||||||||||
| Organic volume change (d) | (4) | (4) | (5) | — | — | 4 | (3) | |||||||||||||||||||||||
| Effective net pricing | 2 | 6 | 4 | 6 | 4 | (3) | 4 | 36 Weeks Ended 9/6/2025 | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||
| PFNA | PBNA | IB Franchise | EMEA | LatAm Foods | Asia Pacific Foods | Total | ||||||||||||||||||||||||
| Reported Net Revenue, GAAP measure | $ | 19,215 | $ | 19,999 | $ | 3,418 | $ | 11,946 | $ | 6,865 | $ | 3,139 | $ | 64,582 | ||||||||||||||||
| Impact of foreign exchange translation (a) | 35 | 34 | 48 | (26) | 705 | 25 | 821 | |||||||||||||||||||||||
| Impact of acquisitions and structural changes | (387) | 46 | (6) | 30 | — | (25) | (342) | |||||||||||||||||||||||
| Organic Revenue, non-GAAP measure (b) | $ | 18,863 | $ | 20,079 | $ | 3,460 | $ | 11,950 | $ | 7,570 | $ | 3,139 | $ | 65,061 | ||||||||||||||||
| Prior Year Reported Net Revenue, GAAP measure | $ | 19,240 | $ | 19,860 | $ | 3,355 | $ | 11,228 | $ | 7,254 | $ | 3,133 | $ | 64,070 | ||||||||||||||||
| Reported Net Revenue % Change, GAAP measure | — | 1 | 2 | 6 | (5) | — | 1 | |||||||||||||||||||||||
| Impact of foreign exchange translation | — | — | 1 | — | 10 | 1 | 1 | |||||||||||||||||||||||
| Impact of acquisitions and divestitures | (2) | — | — | — | — | (1) | (0.5) | |||||||||||||||||||||||
| Organic Revenue % Change, non-GAAP measure (c) | (2) | 1 | 3 | 6 | 4 | — | 1.5 | |||||||||||||||||||||||
| Impact on % Change of: | ||||||||||||||||||||||||||||||
| Organic volume change (d) | (3) | (3) | — | (3.5) | 1 | 5 | (2) | |||||||||||||||||||||||
| Effective net pricing | 1 | 4 | 3 | 10 | 3 | (4.5) | 4 |
(a)Represents the adjustment needed to reflect translation of revenue using prior-year period foreign currency exchange rates.
(b)Represent underlying amounts, not in accordance with GAAP, used in the calculation of Organic Revenue Performance, which is a financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
(c)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
(d)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 Summary Third-Quarter 2025 Performance table and Summary Year-to-Date Performance on pages 2 and 3, respectively, due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise beverage businesses, temporary timing differences between BCS and 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.
Note – Amounts may not sum due to rounding.
A - 7
PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items by Segment
12 Weeks Ended September 6, 2025
(dollars in millions, unaudited)
| PFNA | PBNA | IB Franchise | EMEA | LatAm Foods | Asia Pacific Foods | Corporate Unallocated Expenses | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported Cost of Sales, GAAP measure | $ | 2,567 | $ | 3,452 | $ | 405 | $ | 2,871 | $ | 1,134 | $ | 666 | $ | 18 | $ | 11,113 | ||
| Mark-to-market net impact | — | — | — | — | — | — | (18) | (18) | ||||||||||
| Restructuring and impairment charges | (10) | 1 | — | (7) | — | — | — | (16) | ||||||||||
| Acquisition and divestiture-related charges | — | (46) | — | — | — | — | — | (46) | ||||||||||
| Core Cost of Sales, non-GAAP measure (a) | $ | 2,557 | $ | 3,407 | $ | 405 | $ | 2,864 | $ | 1,134 | $ | 666 | $ | — | $ | 11,033 | ||
| Gross Margin | ||||||||||||||||||
| Reported Gross Profit, GAAP measure | $ | 3,959 | $ | 3,875 | $ | 886 | $ | 2,151 | $ | 1,522 | $ | 449 | $ | (18) | $ | 12,824 | 53.6 | % |
| Mark-to-market net impact | — | — | — | — | — | — | 18 | 18 | 0.1 | |||||||||
| Restructuring and impairment charges | 10 | (1) | — | 7 | — | — | — | 16 | 0.1 | |||||||||
| Acquisition and divestiture-related charges | — | 46 | — | — | — | — | — | 46 | 0.2 | |||||||||
| Core Gross Profit, non-GAAP measure (a) | $ | 3,969 | $ | 3,920 | $ | 886 | $ | 2,158 | $ | 1,522 | $ | 449 | $ | — | $ | 12,904 | 53.9 | % |
| Reported Selling, General and Administrative Expenses, GAAP measure | $ | 2,423 | $ | 3,086 | $ | 377 | $ | 1,431 | $ | 1,098 | $ | 298 | $ | 409 | $ | 9,122 | ||
| Mark-to-market net impact | — | — | — | — | — | — | (5) | (5) | ||||||||||
| Restructuring and impairment charges | (22) | (20) | (2) | (62) | (17) | (5) | 2 | (126) | ||||||||||
| Acquisition and divestiture-related charges | (2) | (123) | — | — | — | — | — | (125) | ||||||||||
| Impairment and other charges | — | 2 | — | (19) | — | — | — | (17) | ||||||||||
| Indirect and income tax impact | — | — | — | — | (82) | — | — | (82) | ||||||||||
| Core Selling, General and Administrative Expenses, non-GAAP measure (a) | $ | 2,399 | $ | 2,945 | $ | 375 | $ | 1,350 | $ | 999 | $ | 293 | $ | 406 | $ | 8,767 | ||
| Reported Impairment of Intangible Assets, GAAP measure | $ | — | $ | 60 | $ | 73 | $ | — | $ | — | $ | — | $ | — | $ | 133 | ||
| Acquisition and divestiture-related charges | — | (50) | — | — | — | — | — | (50) | ||||||||||
| Impairment and other charges | — | (10) | (73) | — | — | — | — | (83) | ||||||||||
| Core Impairment of Intangible Assets, non-GAAP measure (a) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||
| Operating Margin | ||||||||||||||||||
| Reported Operating Profit, GAAP measure | $ | 1,536 | $ | 729 | $ | 436 | $ | 720 | $ | 424 | $ | 151 | $ | (427) | $ | 3,569 | 14.9 | % |
| Mark-to-market net impact | — | — | — | — | — | — | 23 | 23 | 0.1 | |||||||||
| Restructuring and impairment charges | 32 | 19 | 2 | 69 | 17 | 5 | (2) | 142 | 0.6 | |||||||||
| Acquisition and divestiture-related charges | 2 | 219 | — | — | — | — | — | 221 | 0.9 | |||||||||
| Impairment and other charges | — | 8 | 73 | 19 | — | — | — | 100 | 0.4 | |||||||||
| Indirect and income tax impact | — | — | — | — | 82 | — | — | 82 | 0.3 | |||||||||
| Core Operating Profit, non-GAAP measure (a) | 1,570 | 975 | 511 | 808 | 523 | 156 | (406) | 4,137 | 17.3 | % | ||||||||
| Impact of foreign exchange translation (b) | — | — | (3) | (30) | 11 | (1) | — | (23) | ||||||||||
| Core Constant Currency Operating Profit, non-GAAP measure (a) | $ | 1,570 | $ | 975 | $ | 508 | $ | 778 | $ | 534 | $ | 155 | $ | (406) | $ | 4,114 | ||
| Reported Operating Profit % Change, GAAP measure | (5) | (20) | (5) | 1 | (12) | 16 | (3.5) | (8) | ||||||||||
| Core Operating Profit % Change, non-GAAP measure (a) | (3.5) | (7) | 8 | 7 | 6 | 19 | 16 | (1) | ||||||||||
| Core Constant Currency Operating Profit % Change, non-GAAP measure (a) | (3.5) | (7) | 7 | 3 | 9 | 18 | 16 | (1.5) |
(a)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
(b)Represents the adjustment needed to reflect translation of operating profit using prior-year period foreign currency exchange rates.
Note – Amounts may not sum due to rounding.
A - 8
PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items by Segment (continued)
12 Weeks Ended September 7, 2024
(in millions, unaudited)
| PFNA | PBNA | IB Franchise | EMEA | LatAm Foods | Asia Pacific Foods | Corporate Unallocated Expenses | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported Cost of Sales, GAAP measure | $ | 2,490 | $ | 3,191 | $ | 386 | $ | 2,582 | $ | 1,092 | $ | 636 | $ | 19 | $ | 10,396 | ||
| Mark-to-market net impact | — | — | — | — | — | — | (19) | (19) | ||||||||||
| Restructuring and impairment charges | (2) | (3) | — | (4) | — | (1) | — | (10) | ||||||||||
| Product recall-related impact | 1 | — | — | — | — | — | — | 1 | ||||||||||
| Core Cost of Sales, non-GAAP measure (a) | $ | 2,489 | $ | 3,188 | $ | 386 | $ | 2,578 | $ | 1,092 | $ | 635 | $ | — | $ | 10,368 | ||
| Gross Margin | ||||||||||||||||||
| Reported Gross Profit, GAAP measure | $ | 4,046 | $ | 3,984 | $ | 904 | $ | 2,030 | $ | 1,523 | $ | 455 | $ | (19) | $ | 12,923 | 55.4 | % |
| Mark-to-market net impact | — | — | — | — | — | — | 19 | 19 | 0.1 | |||||||||
| Restructuring and impairment charges | 2 | 3 | — | 4 | — | 1 | — | 10 | — | |||||||||
| Product recall-related impact | (1) | — | — | — | — | — | — | (1) | — | |||||||||
| Core Gross Profit, non-GAAP measure (a) | $ | 4,047 | $ | 3,987 | $ | 904 | $ | 2,034 | $ | 1,523 | $ | 456 | $ | — | $ | 12,951 | 55.5 | % |
| Reported Selling, General and Administrative Expenses, GAAP measure | $ | 2,426 | $ | 3,070 | $ | 432 | $ | 1,307 | $ | 1,043 | $ | 326 | $ | 423 | $ | 9,027 | ||
| Mark-to-market net impact | — | — | — | — | — | — | (33) | (33) | ||||||||||
| Restructuring and impairment charges | (6) | (125) | (1) | (31) | (11) | (1) | (39) | (214) | ||||||||||
| Acquisition and divestiture-related charges | — | (5) | — | — | — | — | — | (5) | ||||||||||
| Core Selling, General and Administrative Expenses, non-GAAP measure (a) | $ | 2,420 | $ | 2,940 | $ | 431 | $ | 1,276 | $ | 1,032 | $ | 325 | $ | 351 | $ | 8,775 | ||
| Reported Impairment of Intangible Assets, GAAP measure | $ | — | $ | — | $ | 14 | $ | 10 | $ | — | $ | — | $ | — | $ | 24 | ||
| Restructuring and impairment charges | — | — | (14) | — | — | — | — | (14) | ||||||||||
| Impairment and other charges | — | — | — | (10) | — | — | — | (10) | ||||||||||
| Core Impairment of Intangible Assets, non-GAAP measure (a) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||
| Operating Margin | ||||||||||||||||||
| Reported Operating Profit, GAAP measure | $ | 1,620 | $ | 914 | $ | 458 | $ | 713 | $ | 480 | $ | 129 | $ | (442) | $ | 3,872 | 16.6 | % |
| Mark-to-market net impact | — | — | — | — | — | — | 52 | 52 | 0.2 | |||||||||
| Restructuring and impairment charges | 8 | 128 | 15 | 35 | 11 | 2 | 39 | 238 | 1.0 | |||||||||
| Acquisition and divestiture-related charges | — | 5 | — | — | — | — | — | 5 | — | |||||||||
| Impairment and other charges | — | — | — | 10 | — | — | — | 10 | — | |||||||||
| Product recall-related impact | (1) | — | — | — | — | — | — | (1) | — | |||||||||
| Core Operating Profit, non-GAAP measure (a) | $ | 1,627 | $ | 1,047 | $ | 473 | $ | 758 | $ | 491 | $ | 131 | $ | (351) | $ | 4,176 | 17.9 | % |
(a)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
Note – Amounts may not sum due to rounding.
A - 9
PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items by Segment (continued)
36 Weeks Ended September 6, 2025
(in millions, unaudited)
| PFNA | PBNA | IB Franchise | EMEA | LatAm Foods | Asia Pacific Foods | Corporate Unallocated Expenses | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported Cost of Sales, GAAP measure | $ | 7,478 | $ | 9,108 | $ | 1,017 | $ | 6,920 | $ | 2,906 | $ | 1,905 | $ | 9 | $ | 29,343 | ||
| Mark-to-market net impact | — | — | — | — | — | — | (9) | (9) | ||||||||||
| Restructuring and impairment charges | (102) | (6) | — | (11) | — | — | — | (119) | ||||||||||
| Acquisition and divestiture-related charges | — | (46) | — | — | — | — | — | (46) | ||||||||||
| Core Cost of Sales, non-GAAP measure (a) | $ | 7,376 | $ | 9,056 | $ | 1,017 | $ | 6,909 | $ | 2,906 | $ | 1,905 | $ | — | $ | 29,169 | ||
| Gross Margin | ||||||||||||||||||
| Reported Gross Profit, GAAP measure | $ | 11,737 | $ | 10,891 | $ | 2,401 | $ | 5,026 | $ | 3,959 | $ | 1,234 | $ | (9) | $ | 35,239 | 54.6 | % |
| Mark-to-market net impact | — | — | — | — | — | — | 9 | 9 | — | |||||||||
| Restructuring and impairment charges | 102 | 6 | — | 11 | — | — | — | 119 | 0.2 | |||||||||
| Acquisition and divestiture-related charges | — | 46 | — | — | — | — | — | 46 | 0.1 | |||||||||
| Core Gross Profit, non-GAAP measure (a) | $ | 11,839 | $ | 10,943 | $ | 2,401 | $ | 5,037 | $ | 3,959 | $ | 1,234 | $ | — | $ | 35,413 | 54.8 | % |
| Reported Selling, General and Administrative Expenses, GAAP measure | $ | 7,274 | $ | 8,752 | $ | 1,080 | $ | 3,465 | $ | 2,658 | $ | 833 | $ | 1,243 | $ | 25,305 | ||
| Mark-to-market net impact | — | — | — | — | — | — | 17 | 17 | ||||||||||
| Restructuring and impairment charges | (45) | (186) | (7) | (107) | (36) | (9) | (45) | (435) | ||||||||||
| Acquisition and divestiture-related charges | (23) | (189) | — | — | — | — | — | (212) | ||||||||||
| Impairment and other charges | — | 2 | — | (19) | — | — | — | (17) | ||||||||||
| Indirect and income tax impact | — | — | — | — | (82) | — | — | (82) | ||||||||||
| Core Selling, General and Administrative Expenses, non-GAAP measure (a) | $ | 7,206 | $ | 8,379 | $ | 1,073 | $ | 3,339 | $ | 2,540 | $ | 824 | $ | 1,215 | $ | 24,576 | ||
| Reported Impairment of Intangible Assets, GAAP measure | $ | — | $ | 1,589 | $ | 73 | $ | 251 | $ | — | $ | 80 | $ | — | $ | 1,993 | ||
| Acquisition and divestiture-related charges | — | (50) | — | — | — | — | — | (50) | ||||||||||
| Impairment and other charges | — | (1,539) | (73) | (251) | — | (80) | — | (1,943) | ||||||||||
| Core Impairment of Intangible Assets, non-GAAP measure (a) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||
| Operating Margin | ||||||||||||||||||
| Reported Operating Profit, GAAP measure | $ | 4,463 | $ | 550 | $ | 1,248 | $ | 1,310 | $ | 1,301 | $ | 321 | $ | (1,252) | $ | 7,941 | 12.3 | % |
| Mark-to-market net impact | — | — | — | — | — | — | (8) | (8) | — | |||||||||
| Restructuring and impairment charges | 147 | 192 | 7 | 118 | 36 | 9 | 45 | 554 | 0.9 | |||||||||
| Acquisition and divestiture-related charges | 23 | 285 | — | — | — | — | — | 308 | 0.5 | |||||||||
| Impairment and other charges | — | 1,537 | 73 | 270 | — | 80 | — | 1,960 | 3.0 | |||||||||
| Indirect and income tax impact | — | — | — | — | 82 | — | — | 82 | 0.1 | |||||||||
| Core Operating Profit, non-GAAP measure (a) | 4,633 | 2,564 | 1,328 | 1,698 | 1,419 | 410 | (1,215) | 10,837 | 16.8 | % | ||||||||
| Impact of foreign exchange translation (b) | 6 | 4 | 20 | (16) | 170 | 2 | — | 186 | ||||||||||
| Core Constant Currency Operating Profit, non-GAAP measure (a) | $ | 4,639 | $ | 2,568 | $ | 1,348 | $ | 1,682 | $ | 1,589 | $ | 412 | $ | (1,215) | $ | 11,023 | ||
| Reported Operating Profit % Change, GAAP measure | (7) | (77) | 2 | (13) | (9) | (21) | 9 | (25) | ||||||||||
| Core Operating Profit % Change, non-GAAP measure (a) | (8) | — | 7 | 7 | (3) | (1) | 14 | (4) | ||||||||||
| Core Constant Currency Operating Profit % Change, non-GAAP measure (a) | (8) | — | 9 | 5.5 | 8 | — | 14 | (2) |
(a)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
(b)Represents the adjustment needed to reflect translation of operating profit using prior-year period foreign currency exchange rates.
Note – Amounts may not sum due to rounding.
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PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items by Segment (continued)
36 Weeks Ended September 7, 2024
(in millions, unaudited)
| PFNA | PBNA | IB Franchise | EMEA | LatAm Foods | Asia Pacific Foods | Corporate Unallocated Expenses | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reported Cost of Sales, GAAP measure | $ | 7,271 | $ | 8,996 | $ | 1,003 | $ | 6,458 | $ | 3,005 | $ | 1,843 | $ | (13) | $ | 28,563 | ||
| Mark-to-market net impact | — | — | — | — | — | — | 13 | 13 | ||||||||||
| Restructuring and impairment charges | (6) | (3) | — | (3) | (3) | (1) | — | (16) | ||||||||||
| Product recall-related impact | (174) | — | — | — | — | — | — | (174) | ||||||||||
| Core Cost of Sales, non-GAAP measure (a) | $ | 7,091 | $ | 8,993 | $ | 1,003 | $ | 6,455 | $ | 3,002 | $ | 1,842 | $ | — | $ | 28,386 | ||
| Gross Margin | ||||||||||||||||||
| Reported Gross Profit, GAAP measure | $ | 11,969 | $ | 10,864 | $ | 2,352 | $ | 4,770 | $ | 4,249 | $ | 1,290 | $ | 13 | $ | 35,507 | 55.4 | % |
| Mark-to-market net impact | — | — | — | — | — | — | (13) | (13) | — | |||||||||
| Restructuring and impairment charges | 6 | 3 | — | 3 | 3 | 1 | — | 16 | — | |||||||||
| Product recall-related impact | 174 | — | — | — | — | — | — | 174 | 0.3 | |||||||||
| Core Gross Profit, non-GAAP measure (a) | $ | 12,149 | $ | 10,867 | $ | 2,352 | $ | 4,773 | $ | 4,252 | $ | 1,291 | $ | — | $ | 35,684 | 55.7 | % |
| Reported Selling, General and Administrative Expenses, GAAP measure | $ | 7,167 | $ | 8,453 | $ | 1,117 | $ | 3,251 | $ | 2,813 | $ | 883 | $ | 1,162 | $ | 24,846 | ||
| Mark-to-market net impact | — | — | — | — | — | — | (21) | (21) | ||||||||||
| Restructuring and impairment charges | (41) | (140) | (1) | (72) | (29) | (5) | (75) | (363) | ||||||||||
| Acquisition and divestiture-related charges | — | (7) | — | — | — | — | — | (7) | ||||||||||
| Product recall-related impact | (7) | — | — | — | — | — | — | (7) | ||||||||||
| Core Selling, General and Administrative Expenses, non-GAAP measure (a) | $ | 7,119 | $ | 8,306 | $ | 1,116 | $ | 3,179 | $ | 2,784 | $ | 878 | $ | 1,066 | $ | 24,448 | ||
| Reported Impairment of Intangible Assets, GAAP measure | $ | — | $ | — | $ | 14 | $ | 10 | $ | — | $ | — | $ | — | $ | 24 | ||
| Restructuring and impairment charges | — | — | (14) | — | — | — | — | (14) | ||||||||||
| Impairment and other charges | — | — | — | (10) | — | — | — | (10) | ||||||||||
| Core Impairment of Intangible Assets, non-GAAP measure (a) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||
| Operating Margin | ||||||||||||||||||
| Reported Operating Profit, GAAP measure | $ | 4,802 | $ | 2,411 | $ | 1,221 | $ | 1,509 | $ | 1,436 | $ | 407 | $ | (1,149) | $ | 10,637 | 16.6 | % |
| Mark-to-market net impact | — | — | — | — | — | — | 8 | 8 | — | |||||||||
| Restructuring and impairment charges | 47 | 143 | 15 | 75 | 32 | 6 | 75 | 393 | 0.6 | |||||||||
| Acquisition and divestiture-related charges | — | 7 | — | — | — | — | — | 7 | — | |||||||||
| Impairment and other charges | — | — | — | 10 | — | — | — | 10 | — | |||||||||
| Product recall-related impact | 181 | — | — | — | — | — | — | 181 | 0.3 | |||||||||
| Core Operating Profit, non-GAAP measure (a) | $ | 5,030 | $ | 2,561 | $ | 1,236 | $ | 1,594 | $ | 1,468 | $ | 413 | $ | (1,066) | $ | 11,236 | 17.5 | % |
(a)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
Note – Amounts may not sum due to rounding.
A - 11
PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items
12 Weeks Ended September 6, 2025 and September 7, 2024
(in millions, except per share amounts, unaudited)
| 12 Weeks Ended 9/6/2025 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other pension and retiree medical benefits income | Provision for income taxes(a) | Net income attributable to PepsiCo | Net income attributable to PepsiCo per common share - diluted | Effective tax rate(b) | ||||||||
| Reported, GAAP measure | $ | 26 | $ | 713 | $ | 2,603 | $ | 1.90 | 21.4 | % | ||
| Items Affecting Comparability | ||||||||||||
| Mark-to-market net impact | — | 6 | 17 | 0.01 | — | |||||||
| Restructuring and impairment charges | (1) | 25 | 116 | 0.08 | (0.1) | |||||||
| Acquisition and divestiture-related charges | — | 52 | 169 | 0.12 | 0.3 | |||||||
| Impairment and other charges | — | 8 | 92 | 0.07 | (0.4) | |||||||
| Indirect and income tax impact (c) | — | (47) | 129 | 0.09 | (1.9) | |||||||
| Pension and retiree medical-related impact | 13 | 2 | 11 | 0.01 | — | |||||||
| Core, non-GAAP measure (d) | $ | 38 | $ | 759 | $ | 3,137 | $ | 2.29 | 19.4 | % | ||
| 12 Weeks Ended 9/7/2024 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Other pension and retiree medical benefits income | Provision for income taxes(a) | Net income attributable to noncontrolling interests | Net income attributable to PepsiCo | Net income attributable to PepsiCo per common share - diluted | Effective tax rate(b) | |||||||
| Reported, GAAP measure | $ | 41 | $ | 749 | $ | 15 | $ | 2,930 | $ | 2.13 | 20.3 | % |
| Items Affecting Comparability | ||||||||||||
| Mark-to-market net impact | — | 12 | — | 40 | 0.03 | — | ||||||
| Restructuring and impairment charges | 7 | 50 | 2 | 193 | 0.14 | — | ||||||
| Acquisition and divestiture-related charges | — | 1 | — | 4 | — | — | ||||||
| Impairment and other charges | — | 2 | — | 8 | 0.01 | — | ||||||
| Product recall-related impact | 3 | — | — | 2 | — | — | ||||||
| Pension and retiree medical-related impact | 15 | 3 | — | 12 | 0.01 | — | ||||||
| Core, non-GAAP measure (d) | $ | 66 | $ | 817 | $ | 17 | $ | 3,189 | $ | 2.31 | 20.3 | % |
(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.
(b)The impact of items affecting comparability on our effective tax rate represents the difference in the effective tax rate resulting from a higher or lower tax rate as applicable to the items affecting comparability.
(c)Provision for income taxes reflects the unfavorable impact of an income tax audit settlement in our LatAm Foods segment.
(d)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
Note – Amounts may not sum due to rounding.
A - 12
PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
Certain Line Items (continued)
36 Weeks Ended September 6, 2025 and September 7, 2024
(in millions, except per share amounts, unaudited)
| 36 Weeks Ended 9/6/2025 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other pension and retiree medical benefits income | Provision for income taxes(a) | Net income attributable to PepsiCo | Net income attributable to PepsiCo per common share - diluted | Effective tax rate(b) | ||||||||||||||||||||
| Reported, GAAP measure | $ | 91 | $ | 1,504 | $ | 5,700 | $ | 4.15 | 20.8 | % | ||||||||||||||
| Items Affecting Comparability | ||||||||||||||||||||||||
| Mark-to-market net impact | — | (2) | (6) | — | — | |||||||||||||||||||
| Restructuring and impairment charges | 13 | 100 | 467 | 0.34 | (0.2) | |||||||||||||||||||
| Acquisition and divestiture-related charges | — | 72 | 236 | 0.17 | 0.1 | |||||||||||||||||||
| Impairment and other charges | — | 421 | 1,539 | 1.12 | 0.4 | |||||||||||||||||||
| Indirect and income tax impact (c) | — | (47) | 129 | 0.09 | (0.9) | |||||||||||||||||||
| Pension and retiree medical-related impact | 12 | 2 | 10 | 0.01 | — | |||||||||||||||||||
| Core, non-GAAP measure (d) | $ | 116 | $ | 2,050 | $ | 8,075 | $ | 5.88 | 20.2 | % | 36 Weeks Ended 9/7/2024 | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| Other pension and retiree medical benefits income | Provision for income taxes(a) | Net income attributable to noncontrolling interests | Net income attributable to PepsiCo | Net income attributable to PepsiCo per common share - diluted | Effective tax rate(b) | |||||||||||||||||||
| Reported, GAAP measure | $ | 155 | $ | 2,045 | $ | 37 | $ | 8,055 | $ | 5.84 | 20.2 | % | ||||||||||||
| Items Affecting Comparability | ||||||||||||||||||||||||
| Mark-to-market net impact | — | 2 | — | 6 | — | — | ||||||||||||||||||
| Restructuring and impairment charges | 22 | 90 | 1 | 324 | 0.24 | 0.1 | ||||||||||||||||||
| Acquisition and divestiture-related charges | — | 2 | — | 5 | — | — | ||||||||||||||||||
| Impairment and other charges | — | 2 | — | 8 | 0.01 | — | ||||||||||||||||||
| Product recall-related impact | 3 | 43 | — | 141 | 0.10 | 0.1 | ||||||||||||||||||
| Pension and retiree medical-related impact | 17 | 3 | — | 14 | 0.01 | — | ||||||||||||||||||
| Core, non-GAAP measure (d) | $ | 197 | $ | 2,187 | $ | 38 | $ | 8,553 | $ | 6.20 | 20.3 | % |
(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.
(b)The impact of items affecting comparability on our effective tax rate represents the difference in the effective tax rate resulting from a higher or lower tax rate as applicable to the items affecting comparability.
(c)Provision for income taxes reflects the unfavorable impact of an income tax audit settlement in our LatAm Foods segment.
(d)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
Note – Amounts may not sum due to rounding.
A - 13
PepsiCo, Inc. and Subsidiaries
Reconciliation of GAAP and Non-GAAP Information (continued)
(unaudited)
Fiscal 2024 Diluted EPS Reconciliation
| Year Ended | ||
|---|---|---|
| 12/28/2024 | ||
| Reported diluted EPS, GAAP measure | $ | 6.95 |
| Mark-to-market net impact | (0.01) | |
| Restructuring and impairment charges | 0.41 | |
| Acquisition and divestiture-related charges | 0.01 | |
| Impairment and other charges | 0.38 | |
| Indirect and income tax impact | 0.16 | |
| Product recall-related impact | 0.10 | |
| Pension and retiree medical-related impact | 0.16 | |
| Core diluted EPS, non-GAAP measure (a) | $ | 8.16 |
(a)A financial measure that is not in accordance with GAAP. See pages A-5 through A-6 for further discussion.
Note – Amounts may not sum due to rounding.
A - 14
Cautionary Statement
Statements in this communication that are “forward-looking statements,” including our 2025 guidance and outlook are based on currently available information, operating plans and projections about future events and trends. Terminology such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “future,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “position,” “potential,” “project,” “seek,” “should,” “strategy,” “target,” “will” or similar statements or variations of such words and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements. Such risks and uncertainties include, but are not limited to: future demand for PepsiCo’s products; damage to PepsiCo’s reputation or brand image; product recalls or other issues or concerns with respect to product quality and safety; PepsiCo’s ability to compete effectively; PepsiCo’s ability to attract, develop and maintain a highly skilled workforce or effectively manage changes in our workforce; water scarcity; changes in the retail landscape or in sales to any key customer; disruption of PepsiCo’s manufacturing operations or supply chain, including increased commodity, packaging, transportation, labor and other input costs; political, social or geopolitical conditions in the markets where PepsiCo’s products are made, manufactured, distributed or sold; PepsiCo’s ability to grow its business in developing and emerging markets; changes in economic conditions in the countries in which PepsiCo operates; changes in tariffs and global trade relations; future cyber incidents and other disruptions to our information systems; failure to successfully complete or manage strategic transactions; PepsiCo’s reliance on third-party service providers and enterprise-wide systems; climate change or measures to address climate change and other sustainability matters; strikes or work stoppages; failure to realize benefits from PepsiCo’s productivity initiatives or organizational restructurings; deterioration in estimates and underlying assumptions regarding future performance of our business or investments that can result in impairment charges; fluctuations or other changes in exchange rates; any downgrade or potential downgrade of PepsiCo’s credit ratings; imposition or proposed imposition of new or increased taxes aimed at PepsiCo’s products; imposition of limitations on the marketing or sale of PepsiCo’s products; changes in laws and regulations related to the use or disposal of plastics or other packaging materials; failure to comply with personal data protection and privacy laws; increase in income tax rates, changes in income tax laws or disagreements with tax authorities; failure to adequately protect PepsiCo’s intellectual property rights or infringement on intellectual property rights of others; failure to comply with applicable laws and regulations; and potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations.
For additional information on these and other factors that could cause PepsiCo’s actual results to materially differ from those set forth herein, please see PepsiCo’s filings with the SEC, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
A - 15