8-K

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): July 12, 2022

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
2.500% Senior Notes Due 2022	PEP22a	The Nasdaq Stock Market LLC
0.250% Senior Notes Due 2024	PEP24	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
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
0.875% Senior Notes Due 2039	PEP39	The Nasdaq Stock Market LLC
1.050% Senior Notes Due 2050	PEP50	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 (“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 July 12, 2022, reporting PepsiCo’s financial results for the 12 and 24 weeks ended June 11, 2022.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by PepsiCo, Inc., datedJuly 12, 2022.
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:	July 11, 2022	By:	/s/ David Flavell
		Name:	David Flavell
		Title:	Executive Vice President, General Counsel and Corporate Secretary

Document

Exhibit 99.1

PepsiCo Reports Second-Quarter 2022 Results; Updates Full-Year Outlook

Reported (GAAP) Second-Quarter and Year-to-Date 2022 Results

	Second-Quarter	Year-to-Date
Net revenue growth	5.2%	7.0%
Foreign exchange impact on net revenue	(3)%	(2)%
Earnings per share (EPS)	$1.03	$4.09
EPS change	(39)%	39%
Foreign exchange impact on EPS	(2)%	(2)%

Organic/Core (non-GAAP)1 Second-Quarter and Year-to-Date 2022 Results

	Second-Quarter	Year-to-Date
Organic revenue growth	13.0%	13.3%
Core EPS	$1.86	$3.15
Core constant currency EPS change	10%	9%

PURCHASE, N.Y. - July 12, 2022 - PepsiCo, Inc. (NASDAQ: PEP) today reported results for the second quarter 2022.

“We are pleased with our results for the second quarter as our business momentum continued despite ongoing macroeconomic and geopolitical volatility and higher levels of inflation across our markets,” said Chairman and CEO Ramon Laguarta.

Laguarta continued, “Our results are indicative of our highly dedicated employees, the strength and resilience of our categories, agile supply chain and go-to-market systems and strong marketplace execution. Our performance also gives us confidence that our investments to become an even Faster, even Stronger, and even Better organization by winning with pep+ are working. Given our year-to-date performance, we now expect our full-year organic revenue to increase 10 percent (previously 8 percent) and we continue to expect core constant currency earnings per share to increase 8 percent.”

1Please refer to the Glossary for the definitions of non-GAAP financial measures, including “Organic Revenue Growth,” “Core” and “Constant Currency,” and to “Guidance and Outlook” for additional information regarding PepsiCo’s full-year 2022 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 24 weeks ended June 11, 2022 (Q2 2022 Form 10-Q) filed with the SEC for additional information regarding PepsiCo’s financial results.

Summary Second-Quarter 2022 Performance

	Revenue								Volume(a)
	GAAP Reported<br>% Change		Percentage Point Impact			Organic <br>% Change			% Change
		Foreign Exchange Translation		Acquisitions, Divestitures, and Other Structural Changes			Convenient Foods	Beverages
Frito-Lay North America	14		—		—	14			(2)
Quaker Foods North America	17		—		—	18			2
PepsiCo Beverages North America	(1)		—		9	9				(1)
Latin America	23		(2)		1	22			6	9
Europe	(8)		12		5	9			(7)	(8)
Africa, Middle East and South Asia	6		7		10	23			10	28
Asia Pacific, Australia and New Zealand and China Region	3		2		7	13			12	6
Total	5		3		5	13			3	6			Operating Profit and EPS
---	---	---	---	---	---	---
	GAAP Reported % Change		Percentage Point Impact			Core Constant Currency <br>% Change
		Items Affecting Comparability		Foreign Exchange Translation
Frito-Lay North America	5		—		—	5
Quaker Foods North America	5		—		—	6
PepsiCo Beverages North America	(20)		16		—	(3)
Latin America	18		23		(2)	39
Europe	(297)		288		11	2
Africa, Middle East and South Asia	14		(3)		7	18
Asia Pacific, Australia and New Zealand and China Region	7		(1)		4	10
Corporate unallocated expenses	(31)		20		—	(10)
Total	(34)		41		2	10
EPS	(39)		47		2	10

(a)Excludes the impact of acquisitions, divestitures and other structural changes. In certain instances, the impact of organic volume growth on net revenue growth differs from the unit volume change due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, temporary timing differences between bottler case sales (BCS) and concentrate shipments and equivalents (CSE). We report net revenue from our franchise-owned 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 Growth,” “Core” and “Constant Currency.”

Summary Year-to-Date 2022 Performance

	Revenue								Volume(a)
	GAAP Reported <br>% Change		Percentage Point Impact			Organic <br>% Change			% Change
		Foreign Exchange Translation		Acquisitions, Divestitures, and Other Structural Changes			Convenient Foods	Beverages
Frito-Lay North America	14		—		—	14			(1)
Quaker Foods North America	14		—		—	14			—
PepsiCo Beverages North America	2		—		8	10				1
Latin America	21		—		1	22			6	8
Europe	(5)		11		4	9			(4)	(5)
Africa, Middle East and South Asia	9		6		7	21			10	21
Asia Pacific, Australia and New Zealand and China Region	5.5		2		4	11			5.5	10
Total	7		2		4	13			3	6			Operating Profit and EPS
---	---	---	---	---	---	---
	GAAP Reported <br>% Change		Percentage Point Impact			Core Constant Currency <br>% Change
		Items Affecting Comparability		Foreign Exchange Translation
Frito-Lay North America	5		(0.5)		—	4
Quaker Foods North America	6		—		—	6
PepsiCo Beverages North America	248		(243)		—	4.5
Latin America	29		15		—	44
Europe	(274)		254		9	(11)
Africa, Middle East and South Asia	19		(2)		5	23
Asia Pacific, Australia and New Zealand and China Region	5		—		2	8
Corporate unallocated expenses	(11)		18		—	7
Total	35		(28)		2	8
EPS	39		(32)		2	9

(a)Excludes the impact of acquisitions, divestitures and other structural changes. In certain instances, the impact of organic volume growth on net revenue growth differs from the unit volume change due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, temporary timing differences between BCS and CSE. We report net revenue from our franchise-owned 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,” “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.

The Company now expects to deliver 10 percent organic revenue growth (versus our previous guidance of 8 percent) for fiscal year 2022.

Consistent with its previous guidance for 2022, the Company continues to expect:

•An 8 percent increase in core constant currency EPS;

•A core annual effective tax rate of 20 percent; and

•Total cash returns to shareholders of approximately $7.7 billion, comprised of dividends of $6.2 billion and share repurchases of $1.5 billion.

In addition, the Company continues to expect a 2-percentage-point foreign exchange translation headwind to impact reported net revenue and core EPS growth based on current market consensus rates.

This assumption and the guidance above imply 2022 core EPS of $6.63, a 6 percent increase compared to 2021 core EPS of $6.26.

Prepared Management Remarks and Live Question and Answer Webcast

At approximately 6:30 a.m. (Eastern time) on July 12, 2022, the Company will post prepared management remarks (in pdf format) of its second quarter 2022 results and business update, including its outlook for 2022, at www.pepsico.com/investors. At 8:15 a.m. (Eastern time) on July 12, 2022, 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 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				24 Weeks Ended
	6/11/2022		6/12/2021		6/11/2022		6/12/2021
Net Revenue	$	20,225	$	19,217	$	36,425	$	34,037
Cost of sales	9,415		8,880		16,848		15,551
Gross profit	10,810		10,337		19,577		18,486
Selling, general and administrative expenses (a)	7,387		7,208		13,967		13,045
Gain associated with the Juice Transaction (b)	(13)		—		(3,335)		—
Impairment of intangible assets (c)	1,359		—		1,601		—
Operating Profit	2,077		3,129		7,344		5,441
Other pension and retiree medical benefits (expense)/income	(2)		126		132		246
Net interest expense and other	(236)		(241)		(476)		(499)
Income before income taxes	1,839		3,014		7,000		5,188
Provision for income taxes	393		642		1,281		1,093
Net income	1,446		2,372		5,719		4,095
Less: Net income attributable to noncontrolling interests	17		14		29		23
Net Income Attributable to PepsiCo	$	1,429	$	2,358	$	5,690	$	4,072
Diluted
Net income attributable to PepsiCo per common share	$	1.03	$	1.70	$	4.09	$	2.94
Weighted-average common shares outstanding	1,389		1,388		1,390		1,387

(a)The increase in selling, general and administrative expenses for the 12 and 24 weeks ended June 11, 2022, as compared to the 12 and 24 weeks ended June 12, 2021, primarily reflects higher selling and distribution costs.

(b)In the 24 weeks ended June 11, 2022, we sold our Tropicana, Naked and other select juice brands to PAI Partners for approximately $3.5 billion in cash and a 39% noncontrolling interest in a newly formed joint venture operating across North America and Europe (Juice Transaction).

(c)In the 12 and 24 weeks ended June 11, 2022, we recorded pre-tax impairment charges of $1.4 billion and $1.6 billion, respectively, primarily related to the decrease in fair value of our indefinite-lived intangibles as a result of the Russia-Ukraine conflict.

A - 1

PepsiCo, Inc. and Subsidiaries

Supplemental Financial Information

(in millions and unaudited)

	12 Weeks Ended				24 Weeks Ended
	6/11/2022		6/12/2021		6/11/2022		6/12/2021
Net Revenue
Frito-Lay North America	$	5,181	$	4,552	$	10,020	$	8,788
Quaker Foods North America	675		575		1,388		1,221
PepsiCo Beverages North America	6,120		6,156		11,473		11,230
Latin America	2,415		1,967		3,889		3,209
Europe	3,023		3,286		4,820		5,081
Africa, Middle East and South Asia	1,696		1,602		2,700		2,485
Asia Pacific, Australia and New Zealand and China Region	1,115		1,079		2,135		2,023
Total	$	20,225	$	19,217	$	36,425	$	34,037
Operating Profit
Frito-Lay North America	$	1,448	$	1,382	$	2,744	$	2,622
Quaker Foods North America	135		128		294		278
PepsiCo Beverages North America	651		809		4,085		1,175
Latin America	420		356		743		574
Europe	(797)		405		(933)		536
Africa, Middle East and South Asia	290		256		470		394
Asia Pacific, Australia and New Zealand and China Region	206		192		421		400
Corporate unallocated expenses	(276)		(399)		(480)		(538)
Total	$	2,077	$	3,129	$	7,344	$	5,441

A - 2

PepsiCo, Inc. and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(in millions, unaudited)

	24 Weeks Ended
	6/11/2022		6/12/2021
Operating Activities
Net income	$	5,719	$	4,095
Depreciation and amortization	1,195		1,213
Gain associated with the Juice Transaction	(3,335)		—
Brand portfolio impairment charges	465		—
Russia-Ukraine conflict charges	1,406		—
Operating lease right-of-use asset amortization	223		220
Share-based compensation expense	156		144
Restructuring and impairment charges	75		77
Cash payments for restructuring charges	(82)		(104)
Acquisition and divestiture-related charges	64		15
Cash payments for acquisition and divestiture-related charges	(34)		(14)
Pension and retiree medical plan expenses	139		48
Pension and retiree medical plan contributions	(214)		(461)
Deferred income taxes and other tax charges and credits	49		220
Tax payments related to the Tax Cuts and Jobs Act (TCJ Act)	(309)		(309)
Change in assets and liabilities:
Accounts and notes receivable	(1,753)		(1,214)
Inventories	(990)		(810)
Prepaid expenses and other current assets	(186)		(40)
Accounts payable and other current liabilities	(990)		(1,114)
Income taxes payable	608		516
Other, net	(325)		(142)
Net Cash Provided by Operating Activities	1,881		2,340
Investing Activities
Capital spending	(1,499)		(1,305)
Sales of property, plant and equipment	222		22
Acquisitions, net of cash acquired, and investments in noncontrolled affiliates	(29)		(22)
Proceeds associated with the Juice Transaction	3,456		—
Other divestitures and sales of investments in noncontrolled affiliates	15		120
Short-term investments, by original maturity:
More than three months - maturities	—		1,135
Three months or less, net	8		(67)
Other investing, net	(1)		1
Net Cash Provided by/(Used for) Investing Activities	2,172		(116)

(Continued on following page)

A - 3

PepsiCo, Inc. and Subsidiaries

Condensed Consolidated Statement of Cash Flows (continued)

(in millions, unaudited)

	24 Weeks Ended
	6/11/2022		6/12/2021
Financing Activities
Payments of long-term debt	(1,652)		(1,696)
Debt redemptions	(1,550)		—
Short-term borrowings, by original maturity:
More than three months - proceeds	1,935		—
More than three months - payments	—		(397)
Three months or less, net	844		89
Cash dividends paid	(2,997)		(2,842)
Share repurchases - common	(699)		(106)
Proceeds from exercises of stock options	89		100
Withholding tax payments on restricted stock units and performance stock units converted	(87)		(73)
Other financing	(15)		(19)
Net Cash Used for Financing Activities	(4,132)		(4,944)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(83)		12
Net Decrease in Cash and Cash Equivalents and Restricted Cash	(162)		(2,708)
Cash and Cash Equivalents and Restricted Cash, Beginning of Year	5,707		8,254
Cash and Cash Equivalents and Restricted Cash, End of Period	$	5,545	$	5,546
Supplemental Non-Cash Activity
Right-of-use assets obtained in exchange for lease obligations	$	428	$	319

A - 4

PepsiCo, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet

(in millions except per share amounts)

	(unaudited)
	6/11/2022		12/25/2021
ASSETS
Current Assets
Cash and cash equivalents	$	5,405	$	5,596
Short-term investments	287		392
Accounts and notes receivable, net	10,498		8,680
Inventories:
Raw materials and packaging	2,403		1,898
Work-in-process	158		151
Finished goods	2,726		2,298
	5,287		4,347
Prepaid expenses and other current assets	1,156		980
Assets held for sale	—		1,788
Total Current Assets	22,633		21,783
Property, Plant and Equipment, net	22,694		22,407
Amortizable Intangible Assets, net	1,348		1,538
Goodwill	18,547		18,381
Other Indefinite-Lived Intangible Assets	15,743		17,127
Investments in Noncontrolled Affiliates	3,519		2,627
Deferred Income Taxes	4,345		4,310
Other Assets	4,274		4,204
Total Assets	$	93,103	$	92,377
LIABILITIES AND EQUITY
Current Liabilities
Short-term debt obligations	$	6,032	$	4,308
Accounts payable and other current liabilities	21,191		21,159
Liabilities held for sale	—		753
Total Current Liabilities	27,223		26,220
Long-Term Debt Obligations	33,247		36,026
Deferred Income Taxes	4,838		4,826
Other Liabilities	9,121		9,154
Total Liabilities	74,429		76,226
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: 1,381 and 1,383 shares, respectively)	23		23
Capital in excess of par value	3,970		4,001
Retained earnings	67,763		65,165
Accumulated other comprehensive loss	(14,416)		(14,898)
Repurchased common stock, in excess of par value (486 and 484 shares, respectively)	(38,787)		(38,248)
Total PepsiCo Common Shareholders’ Equity	18,553		16,043
Noncontrolling interests	121		108
Total Equity	18,674		16,151
Total Liabilities and Equity	$	93,103	$	92,377

A - 5

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 growth, core results and core constant currency results. We use these 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 mergers, acquisitions, divestitures and other structural changes; gains associated with divestitures; asset impairment charges (non-cash); 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. Prior to the fourth quarter of 2021, certain immaterial pension and retiree medical-related settlement and curtailment gains and losses were not considered items affecting comparability. Pension and retiree medical-related service cost, interest cost, expected return on plan assets, and other net periodic pension costs will continue to be reflected in our core results. 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:

Beverage volume: Volume shipped to retailers and independent distributors from both PepsiCo and our independent bottlers.

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.

Core: Core results are non-GAAP financial measures which exclude certain items from our historical 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 Q2 2022 Form 10-Q and in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 25, 2021. 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 division results when the divisions 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, which was expanded and extended through the end of 2026 to take advantage of additional opportunities within the initiatives of the plan.

A - 6

Acquisition and divestiture-related charges

Acquisition and divestiture-related charges primarily include merger and integration charges and costs associated with divestitures. Merger and integration charges include changes in fair value of contingent consideration, liabilities to support socioeconomic programs in South Africa, employee-related costs, contract termination costs and other integration costs. Divestiture-related charges reflect transaction expenses, including consulting, advisory and other professional fees.

Gain associated with the Juice Transaction

We recognized a gain associated with the Juice Transaction in our PepsiCo Beverages North America and Europe divisions.

Russia-Ukraine conflict charges

In connection with the deadly conflict in Ukraine, we recognized charges related to indefinite-lived intangible assets and property, plant and equipment impairment, allowance for expected credit losses, inventory write-downs and other costs.

Brand Portfolio Impairment Charges

We recognized intangible assets and property, plant and equipment impairment and other charges as a result of management’s decision to reposition or discontinue the sale/distribution of certain brands.

Pension and retiree medical-related impact

Pension and retiree medical-related impact includes settlement charges related to lump sum distributions exceeding the total of annual service and interest cost, partially offset by curtailment gains resulting from the Juice Transaction.

Charge related to cash tender offers

As a result of the cash tender offers for some of our long-term debt, we recorded a charge primarily representing the tender price paid over the carrying value of the tendered notes and loss on treasury rate locks used to mitigate the interest rate risk on the cash tender offers.

Tax expense related to the TCJ Act

Tax expense related to the TCJ Act reflects adjustments to the mandatory transition tax liability under the TCJ Act.

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 growth: A measure that adjusts for the impacts of foreign exchange translation, acquisitions, divestitures and other structural changes, and where applicable, the impact of an additional week of results every five or six years (53rd reporting week), including in our fourth quarter 2022 financial results. We believe organic revenue growth provides useful information in evaluating the results of our business because it excludes items that we believe are not indicative of ongoing performance or that we believe impact comparability with the prior year.

2022 guidance

Our 2022 organic revenue growth guidance excludes the impact of acquisitions, divestitures and other structural changes, the impact of the 53rd reporting week and foreign exchange translation. Our 2022 core effective tax rate guidance and 2022 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 2022 core constant currency EPS growth guidance also excludes the impact of foreign exchange translation. We are unable to reconcile our full year projected 2022 organic revenue growth to our full year projected 2022 reported net revenue growth because we are unable to predict the 2022 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 2022 core effective tax rate to our full year projected 2022 reported effective tax rate and our full year projected 2022 core constant currency EPS growth to our full year projected 2022 reported EPS growth because we are unable to predict the 2022 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 - 7

PepsiCo, Inc. and Subsidiaries

Reconciliation of GAAP and Non-GAAP Information

Organic Revenue Growth Rates

12 and 24 Weeks Ended June 11, 2022

(unaudited)

	12 Weeks Ended 6/11/2022
			Impact of				Impact of
Net Revenue Year over Year % Change	Reported <br>% Change, GAAP Measure		Foreign exchange translation	Acquisitions and divestitures	Organic<br><br>% Change, Non-GAAP Measure(b)			Organic Volume(c)	Effective net pricing
Frito-Lay North America	14	%	—	—	14	%		—	14
Quaker Foods North America	17	%	—	—	18	%		2	16
PepsiCo Beverages North America	(1)	%	—	9	9	%		—	9
Latin America	23	%	(2)	1	22	%		7	15
Europe	(8)	%	12	5	9	%		(8)	17
Africa, the Middle East and South Asia	6	%	7	10	23	%		14	9
Asia Pacific, Australia and New Zealand and China Region	3	%	2	7	13	%		10	2.5
Total (a)	5	%	3	5	13	%		1	12
	24 Weeks Ended 6/11/2022
---	---	---	---	---	---	---
			Impact of				Impact of
Net Revenue Year over Year % Change	Reported <br>% Change, GAAP Measure		Foreign exchange translation	Acquisitions and divestitures	Organic<br><br>% Change, Non-GAAP Measure(b)			Organic<br><br>volume(c)	Effective net pricing
Frito-Lay North America	14	%	—	—	14	%		1	13
Quaker Foods North America	14	%	—	—	14	%		—	14
PepsiCo Beverages North America	2	%	—	8	10	%		2	9
Latin America	21	%	—	1	22	%		12	10
Europe	(5)	%	11	4	9	%		(5)	15
Africa, Middle East and South Asia	9	%	6	7	21	%		13	8
Asia Pacific, Australia and New Zealand and China Region	5.5	%	2	4	11	%		6	5
Total (a)	7	%	2	4	13	%		2.5	11

(a)Acquisitions and divestitures primarily reflect the Juice Transaction in PepsiCo Beverages North America and Europe, and the alignment of the reporting calendars for the Pioneer Food Group Ltd. acquisition in Africa, Middle East and South Asia and the Hangzhou Haomusi Food Co., Ltd. acquisition in the Asia Pacific, Australia and New Zealand and China Region.

(b)A financial measure that is not in accordance with GAAP. See pages A-6 through A-7 for further discussion.

(c)Excludes the impact of acquisitions, divestitures and other structural changes. In certain instances, the impact of organic volume growth on net revenue growth differs from the unit volume change disclosed in the Summary Second-Quarter 2022 Performance and Summary Year-to-Date 2022 Performance tables on pages 2 and 3, respectively, due to the impacts of product mix, nonconsolidated joint venture volume, and, for our franchise-owned beverage businesses, temporary timing differences between BCS and CSE. We report net revenue from our franchise-owned 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 - 8

PepsiCo, Inc. and Subsidiaries

Reconciliation of GAAP and Non-GAAP Information (continued)

Year over Year Growth Rates

12 and 24 Weeks Ended June 11, 2022

(unaudited)

	12 Weeks Ended 6/11/2022
			Impact of Items Affecting Comparability									Impact of
Year over Year % Change	Reported <br>% Change, <br>GAAP Measure		Mark-to-market net impact	Restructuring and impairment charges	Acquisition and divestiture-related charges	Gain associated with the Juice Transaction	Russia-Ukraine conflict charges	Brand Portfolio Impairment Charges	Pension and retiree medical-related impact	Core <br>% Change, Non-GAAP Measure(a)		Foreign exchange<br>translation	Core Constant Currency <br>% Change, <br>Non-GAAP Measure(a)
Frito-Lay North America	5	%	—	—	—	—	—	—	—	5	%	—	5	%
Quaker Foods North America	5	%	—	—	—	—	—	—	—	5	%	—	6	%
PepsiCo Beverages North America	(20)	%	—	—	—	(2)	—	17	—	(3)	%	—	(3)	%
Latin America	18	%	—	—	—	—	—	23	—	41	%	(2)	39	%
Europe	(297)	%	—	(1)	1	—	288	—	—	(9)	%	11	2	%
Africa, Middle East and South Asia	14	%	—	—	(3)	—	—	—	—	10	%	7	18	%
Asia Pacific, Australia and New Zealand and China Region	7	%	—	1	(1)	—	—	—	—	7	%	4	10	%
Corporate unallocated expenses	(31)	%	20	(2.5)	3	—	—	—	—	(10)	%	—	(10)	%
Total Operating Profit	(34)	%	(2.5)	—	(0.5)	—	37	7	—	8	%	2	10	%
Net Income Attributable to PepsiCo	(39)	%	(2)	—	(1)	—	39	7	4	8	%	2	10	%
Net Income Attributable to PepsiCo per common share – diluted	(39)	%	(2)	—	(1)	—	39	7	4	8	%	2	10	%			24 Weeks Ended 6/11/2022
---	---	---	---	---	---	---	---	---	---	---	---	---
			Impact of Items Affecting Comparability							Impact of
Year over Year % Change	Reported <br>% Change, <br>GAAP Measure		Mark-to-market net impact	Restructuring and impairment charges	Acquisition and divestiture-related charges	Gain associated with the Juice Transaction	Russia-Ukraine conflict charges	Brand Portfolio Impairment Charges	Pension and retiree medical-related impact	Core <br>% Change, Non-GAAP Measure(a)		Foreign exchange<br>translation	Core Constant Currency <br>% Change, <br>Non-GAAP Measure(a)
Frito-Lay North America	5	%	—	(0.5)	—	—	—	—	—	4	%	—	4	%
Quaker Foods North America	6	%	—	—	—	—	—	—	—	6	%	—	6	%
PepsiCo Beverages North America	248	%	—	—	3	(259)	—	12	—	4	%	—	4.5	%
Latin America	29	%	—	1	—	—	—	14	—	44	%	—	44	%
Europe	(274)	%	—	(1)	2	(56)	263	45	—	(20)	%	9	(11)	%
Africa, Middle East and South Asia	19	%	—	—	(2)	—	—	—	—	17	%	5	23	%
Asia Pacific, Australia and New Zealand and China Region	5	%	—	—	—	—	—	—	—	5	%	2	8	%
Corporate unallocated expenses	(11)	%	20	(2)	(1)	—	—	—	—	7	%	—	7	%
Total Operating Profit	35	%	(2)	—	1	(61)	26	9	—	7	%	2	8	%
Net Income Attributable to PepsiCo	40	%	(2)	—	1	(71)	29	9	2	7	%	2	9	%
Net Income Attributable to PepsiCo per common share – diluted	39	%	(2)	—	1	(71)	29	9	2	7	%	2	9	%

(a)A financial measure that is not in accordance with GAAP. See pages A-6 through A-7 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

12 Weeks Ended June 11, 2022 and June 12, 2021

(in millions except per share amounts, unaudited)

	12 Weeks Ended 6/11/2022
	Cost of sales		Gross profit		Selling, general and administrative expenses		Gain associated with the Juice Transaction		Impairment of intangible assets		Operating profit		Other pension and retiree medical benefits (expense)/income		Provision for income taxes(b)		Net income attributable to noncontrolling interests		Net income attributable to PepsiCo		Net income attributable to PepsiCo per common share - diluted		Effective tax rate(c)
Reported, GAAP Measure	$	9,415	$	10,810	$	7,387	$	(13)	$	1,359	$	2,077	$	(2)	$	393	$	17	$	1,429	$	1.03	21.4	%
Items Affecting Comparability
Mark-to-market net impact	22		(22)		76		—		—		(98)		—		(25)		—		(73)		(0.05)		(0.2)
Restructuring and impairment charges	—		—		(45)		—		—		45		3		8		1		39		0.03		(0.1)
Acquisition and divestiture-related charges	—		—		(8)		—		—		8		—		1		—		7		0.01		—
Gain associated with the Juice Transaction	—		—		—		13		—		(13)		—		(3)		—		(10)		(0.01)		—
Russia-Ukraine conflict charges	7		(7)		25		—		(1,197)		1,165		—		238		—		927		0.67		(0.6)
Brand Portfolio Impairment Charges	(8)		8		(54)		—		(162)		224		—		61		—		163		0.12		0.7
Pension and retiree medical-related impact	—		—		—		—		—		—		131		30		—		101		0.07		0.1
Core, Non-GAAP Measure (a)	$	9,436	$	10,789	$	7,381	$	—	$	—	$	3,408	$	132	$	703	$	18	$	2,583	$	1.86	21.3	%
	12 Weeks Ended 6/12/2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Cost of sales		Gross profit		Selling, general and administrative expenses		Operating profit		Other pension and retiree medical benefits income		Provision for income taxes(b)		Net income attributable to PepsiCo		Net income attributable to PepsiCo per common share - diluted		Effective tax rate(c)
Reported, GAAP Measure	$	8,880	$	10,337	$	7,208	$	3,129	$	126	$	642	$	2,358	$	1.70	21.3	%
Items Affecting Comparability
Mark-to-market net impact	—		—		20		(20)		—		(4)		(16)		(0.01)		—
Restructuring and impairment charges	(2)		2		(33)		35		(1)		5		29		0.02		(0.1)
Acquisition and divestiture-related charges	(1)		1		(24)		25		—		4		21		0.02		—
Core, Non-GAAP Measure (a)	$	8,877	$	10,340	$	7,171	$	3,169	$	125	$	647	$	2,392	$	1.72	21.2	%

(a)A financial measure that is not in accordance with GAAP. See A-6 through A-7 for further discussion.

(b)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.

(c)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 applicable to the items affecting comparability.

Note – Certain amounts may not sum due to rounding.

A - 10

PepsiCo, Inc. and Subsidiaries

Reconciliation of GAAP and Non-GAAP Information (continued)

Certain Line Items

24 Weeks Ended June 11, 2022 and June 12, 2021

(in millions except per share amounts, unaudited)

	24 Weeks Ended 6/11/2022
	Cost of sales		Gross profit		Selling, general and administrative expenses		Gain associated with the Juice Transaction		Impairment of intangible assets		Operating profit		Other pension and retiree medical benefits (expense)/income		Provision for income taxes(b)		Net income attributable to noncontrolling interests		Net income attributable to PepsiCo		Net income attributable to PepsiCo per common share - diluted		Effective tax rate(c)
Reported, GAAP Measure	$	16,848	$	19,577	$	13,967	$	(3,335)	$	1,601	$	7,344	$	132	$	1,281	$	29	$	5,690	$	4.09	18.3	%
Items Affecting Comparability
Mark-to-market net impact	55		(55)		155		—		—		(210)		—		(51)		—		(159)		(0.11)		(0.1)
Restructuring and impairment charges	(5)		5		(67)		—		—		72		3		14		1		60		0.04		—
Acquisition and divestiture-related charges	—		—		(58)		—		—		58		6		10		—		54		0.04		—
Gain associated with the Juice Transaction	—		—		—		3,335		—		(3,335)		—		(455)		—		(2,880)		(2.07)		3.5
Russia-Ukraine conflict charges	(133)		133		(75)		—		(1,198)		1,406		—		238		—		1,168		0.84		(0.8)
Brand Portfolio Impairment Charges	(8)		8		(54)		—		(403)		465		—		109		—		356		0.26		0.2
Pension and retiree medical-related impact	—		—		—		—		—		—		115		26		—		89		0.06		—
Core, Non-GAAP Measure (a)	$	16,757	$	19,668	$	13,868	$	—	$	—	$	5,800	$	256	$	1,172	$	30	$	4,378	$	3.15	21.0	%			24 Weeks Ended 6/12/2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Cost of sales		Gross profit		Selling, general and administrative expenses		Operating profit		Other pension and retiree medical benefits income		Provision for income taxes(b)		Net income attributable to PepsiCo		Net income attributable to PepsiCo per common share - diluted		Effective tax rate(c)
Reported, GAAP Measure	$	15,551	$	18,486	$	13,045	$	5,441	$	246	$	1,093	$	4,072	$	2.94	21.1	%
Items Affecting Comparability
Mark-to-market net impact	36		(36)		59		(95)		—		(21)		(74)		(0.05)		—
Restructuring and impairment charges	(4)		4		(68)		72		5		13		64		0.05		(0.1)
Acquisition and divestiture-related charges	(1)		1		(14)		15		—		1		14		0.01		—
Core, Non-GAAP Measure (a)	$	15,582	$	18,455	$	13,022	$	5,433	$	251	$	1,086	$	4,076	$	2.94	21.0	%

(a)A financial measure that is not in accordance with GAAP. See A-6 through A-7 for further discussion.

(b)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.

(c)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 applicable to the items affecting comparability.

Note – Amounts may not sum due to rounding.

A - 11

PepsiCo, Inc. and Subsidiaries

Reconciliation of GAAP and Non-GAAP Information (continued)

Operating Profit by Division

12 Weeks Ended June 11, 2022 and June 12, 2021

(in millions, unaudited)

	12 Weeks Ended 6/11/2022
			Items Affecting Comparability
Operating Profit	Reported, GAAP Measure		Mark-to-market net impact		Restructuring <br>and impairment charges		Acquisition and divestiture-related charges		Gain associated with the Juice Transaction		Russia-Ukraine conflict charges		Brand Portfolio Impairment Charges		Core,<br><br>Non-GAAP Measure(a)
Frito-Lay North America	$	1,448	$	—	$	3	$	—	$	—	$	—	$	—	$	1,451
Quaker Foods North America	135		—		—		—		—		—		—		135
PepsiCo Beverages North America	651		—		2		2		(13)		—		141		783
Latin America	420		—		8		—		—		—		83		511
Europe	(797)		—		12		3		—		1,165		—		383
Africa, Middle East and South Asia	290		—		3		—		—		—		—		293
Asia Pacific, Australia and New Zealand and China Region	206		—		3		—		—		—		—		209
Corporate unallocated expenses	(276)		(98)		14		3		—		—		—		(357)
Total	$	2,077	$	(98)	$	45	$	8	$	(13)	$	1,165	$	224	$	3,408			12 Weeks Ended 6/12/2021
---	---	---	---	---	---	---	---	---	---	---
			Items Affecting Comparability
Operating Profit	Reported, GAAP Measure		Mark-to-market net impact		Restructuring <br>and impairment charges		Acquisition and divestiture-related charges		Core,<br><br>Non-GAAP Measure(a)
Frito-Lay North America	$	1,382	$	—	$	3	$	—	$	1,385
Quaker Foods North America	128		—		—		—		128
PepsiCo Beverages North America	809		—		1		1		811
Latin America	356		—		6		—		362
Europe	405		—		15		—		420
Africa, Middle East and South Asia	256		—		3		6		265
Asia Pacific, Australia and New Zealand and China Region	192		—		1		3		196
Corporate unallocated expenses	(399)		(20)		6		15		(398)
Total	$	3,129	$	(20)	$	35	$	25	$	3,169

(a)A financial measure that is not in accordance with GAAP. See A-6 through A-7 for further discussion.

A - 12

PepsiCo, Inc. and Subsidiaries

Reconciliation of GAAP and Non-GAAP Information (continued)

Operating Profit by Division

24 Weeks Ended June 11, 2022 and June 12, 2021

(in millions, unaudited)

	24 Weeks Ended 6/11/2022
			Items Affecting Comparability
Operating Profit	Reported, GAAP Measure		Mark-to-market net impact		Restructuring and impairment charges		Acquisition and divestiture-related charges		Gain associated with the Juice Transaction		Russia-Ukraine conflict charges		Brand Portfolio Impairment Charges		Core,<br><br>Non-GAAP Measure(a)
Frito-Lay North America	$	2,744	$	—	$	6	$	—	$	—	$	—	$	—	$	2,750
Quaker Foods North America	294		—		—		—		—		—		—		294
PepsiCo Beverages North America	4,085		—		5		39		(3,037)		—		141		1,233
Latin America	743		—		14		—		—		—		83		840
Europe	(933)		—		19		13		(298)		1,406		241		448
Africa, Middle East and South Asia	470		—		5		—		—		—		—		475
Asia Pacific, Australia and New Zealand and China Region	421		—		4		—		—		—		—		425
Corporate unallocated expenses	(480)		(210)		19		6		—		—		—		(665)
Total	$	7,344	$	(210)	$	72	$	58	$	(3,335)	$	1,406	$	465	$	5,800			24 Weeks Ended 6/12/2021
---	---	---	---	---	---	---	---	---	---	---
			Items Affecting Comparability
Operating Profit	Reported,<br> GAAP Measure		Mark-to-market net impact		Restructuring and impairment charges		Acquisition and divestiture-related charges		Core,<br><br>Non-GAAP Measure(a)
Frito-Lay North America	$	2,622	$	—	$	18	$	2	$	2,642
Quaker Foods North America	278		—		—		—		278
PepsiCo Beverages North America	1,175		—		5		2		1,182
Latin America	574		—		8		—		582
Europe	536		—		26		—		562
Africa, Middle East and South Asia	394		—		4		7		405
Asia Pacific, Australia and New Zealand and China Region	400		—		1		3		404
Corporate unallocated expenses	(538)		(95)		10		1		(622)
Total	$	5,441	$	(95)	$	72	$	15	$	5,433

(a)A financial measure that is not in accordance with GAAP. See A-6 through A-7 for further discussion.

A - 13

PepsiCo, Inc. and Subsidiaries

Reconciliation of GAAP and Non-GAAP Information (continued)

(unaudited)

Gross Margin Performance Reconciliation

	12 Weeks Ended		24 Weeks Ended
	6/11/2022		6/11/2022
Reported gross margin performance, GAAP measure	(35)	bps	(57)	bps
Mark-to-market net impact	(11)		(4)
Restructuring and impairment charges	(1)		—
Acquisition and divestiture-related charges	—		—
Russia-Ukraine conflict charges	(4)		36
Brand Portfolio Impairment Charges	4		2
Core gross margin performance, non-GAAP measure (a)	(46)	bps	(23)	bps

Operating Margin Performance Reconciliation

	12 Weeks Ended		24 Weeks Ended
	6/11/2022		6/11/2022
Reported operating margin performance, GAAP measure	(602)	bps	418	bps
Mark-to-market net impact	(38)		(30)
Restructuring and impairment charges	5		(1)
Acquisition and divestiture-related charges	(8)		12
Gain associated with the Juice Transaction	(7)		(916)
Russia-Ukraine conflict charges	576		386
Brand Portfolio Impairment Charges	111		128
Core operating margin performance, non-GAAP measure (a)	36	bps	(4)	bps

Fiscal 2021 Diluted EPS Reconciliation

	Year Ended
	12/25/2021
Reported diluted EPS, GAAP measure	$	5.49
Mark-to-market net impact	0.01
Restructuring and impairment charges	0.15
Acquisition and divestiture-related charges	(0.02)
Pension and retiree medical-related impact	0.01
Charge related to cash tender offers	0.49
Net tax related to the TCJ Act	0.14
Core diluted EPS, non-GAAP measure (a)	$	6.26

(a)A financial measure that is not in accordance with GAAP. See pages A-6 through A-7 for further discussion.

Note – Certain amounts may not sum due to rounding.

A - 14

Cautionary Statement

Statements in this communication that are “forward-looking statements,” including our 2022 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: the risks associated with the deadly conflict in Ukraine; the impact of COVID-19; 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 and diverse 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 or social 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; 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; strikes or work stoppages; failure to realize benefits from PepsiCo’s productivity initiatives; deterioration in estimates and underlying assumptions regarding future performance that can result in an impairment charge; 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 Securities and Exchange Commission, 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.

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